SEPARATE ACCOUNT VUL 4 OF TRANSAMER OCCIDENTAL LIFE INS CO, S-6, EX-99, 2000-10-05

SEPARATE ACCOUNT VUL 4 OF TRANSAMER OCCIDENTAL LIFE INS CO
S-6, EX-99, 2000-10-05

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<PAGE>

(5) Forms of Contract and Riders

<PAGE>

Transamerica Occidental POLICY FORM TSSL-VUL
Life Insurance Company Individual Life Insurance
1150 South Olive Street
Los Angeles, CA 90015

FIRST INSURED

SECOND INSURED POLICY NUMBER

FACE AMOUNT DATE OF ISSUE

Transamerica Occidental Life Insurance Company will pay the death benefit to the
beneficiary if both joint insureds die while this policy is in force. All
payments are subject to the provisions of this policy.

Signed for the Company at Los Angeles, California on the date of issue.

Executive Vice President, General Counsel President and CEO
And Corporate Secretary

Right to Examine and Return Policy Within 10 Days -- At any time within 10 days
after you receive this policy, you may return it to us or the agent through whom
you bought it. We will cancel the policy and void it from the beginning. We will
refund to you: (1) the difference between any premiums paid, including fees or
other charges, and the amounts allocated to the separate account; plus (2) the
value of the amounts in the separate account on the date this policy is received
at our administrative office; plus (3) any fees or other charges imposed on
amounts in the separate account.

<PAGE>

Joint and Last Survivor
Variable Universal Life Insurance

Minimum Premium Requirement
for the First Five Policy Years

Flexible Premiums Payable Thereafter During
Life of the Survivor of the Joint Insureds

Subject to the Limitations Described
in the Premiums Provision

Death Benefit Payable at Death of Survivor

Nonparticipating - No Annual Dividends THIS POLICY CONTAINS A PREMIUM
QUALIFICATION CREDIT PROVISION. TO RECEIVE THIS CREDIT, YOU MUST PAY SPECIFIC
PREMIUMS ON OR BEFORE THEIR DUE DATE. SEE DETAILS ON PAGE 12.

You may elect to allocate your net premiums to the separate account
and/or the fixed account.

The value in the separate account may increase or decrease depending on
investment results. Please see the Separate Account provision for more
details.

The value in the fixed account will earn interest at a rate not less than
the guaranteed minimum interest rate shown in the Policy Data.

The amount of the death benefit may be variable or fixed. The length of
time this policy will remain in force will be variable. Please see the
Death Benefit and Accumulation Values provisions for more details.

<PAGE>

This policy is a legal contract between you, the owner of this policy, and
Transamerica Occidental Life Insurance Company.

READ YOUR POLICY CAREFULLY

POLICY SUMMARY

We will pay the death benefit to the beneficiary if both joint insureds
die while the policy is in force.

You must pay at least the minimum premium per year during the first 5
policy years, or this policy will lapse. After that, you may vary the
amount of premiums and how often you pay them, within certain limits,
as described in the Premiums provision. Generally, you may pay premiums
as long as one of the joint insureds is living, up to the policy
anniversary nearest exact age 100. If the joint insureds die
simultaneously, any death benefit payable under the base policy will be
paid as though the older joint insured died first.

Additional benefits, if any, are provided by rider.

This is only a brief description. The insurance is fully described in
the various provisions of the policy.
<TABLE>
<CAPTION>

GUIDE TO POLICY PROVISIONS

Page Page

<S> <C> <C> <C>
Accumulation Values..................................16-18 Payment of Cash Value and Loans............................30

Application Copy..................................after 33 Payment of Death Benefit.................................8-10

Beneficiary's Rights.....................................8 Policy Data...............................................2-4

Cash Value..............................................19 Policy Loans............................................20-21

Change of Beneficiary....................................8 Policy Statements and Illustrations........................30

Death Benefit..........................................8,9 Postponement of Transfers .................................30

Definitions............................................5-7 Premium Allocation.....................................13, 14

Fixed Account...........................................16 Premium Qualification Credit...............................12

Guaranteed Exchange Option...........................24-26 Premiums................................................10,11

Grace Period............................................11 Reinstatement...........................................12,13

Misstatement of Age or Sex..............................31 Riders...............................................after 33

Monthly Deductions......................................19 Separate Account........................................15-16

Nonforfeiture Option....................................24 Simultaneous Deaths of Joint Insureds......................10

Option to Change the Face Amount.....................23,24 Table of Guaranteed Maximum
Monthly Deduction Rates.....................................3

Option to Split the Policy...........................26-29 Transfers...............................................18,19

Ownership and Beneficiary Provisions...................7,8

</TABLE>

P O L I C Y D A T A

LOAN INTEREST RATE FEBRUARY 01, 2001 POLICY DATE
<S> <C> <C> <C>
POLICY YEARS 1-10 4.53% IN ADVANCE
FEBRUARY 01, 2001 DATE OF ISSUE
LOAN INTEREST RATE
POLICY YEARS 11-20 4.30% IN ADVANCE SPECIMEN POLICY NUMBER

LOAN INTEREST RATE THE INSUREDS OWNER
POLICY YEARS 21+ 4.07% IN ADVANCE
$100,000 FACE AMOUNT
REINSTATEMENT

INTEREST RATE 6.00% OPTION 1 DEATH BENEFIT OPTION

FIRST INSURED JANE DOE 35 AGE OF FIRST INSURED
SECOND INSURED JOHN DOE 40 AGE OF SECOND INSURED

REALLOCATION DATE FEBRUARY 23, 2001 CLASS OF RISK:
PREFERRED NONSMOKER FIRST INSURED
PREFERRED NONSMOKER SECOND INSURED
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

MINIMUM INITIAL PREMIUM: $37.00
PLANNED PERIODIC PREMIUMS: $237.00 ANNUAL

REQUIRED PREMIUM PER YEAR FOR THE BASE POLICY AND ALL
ADDITIONAL RIDERS IN POLICY YEARS 1-5: $221.00

REQUIRED PREMIUM PER YEAR FOR THE BASE POLICY IN POLICY YEARS 1-5: $221.00

PREMIUM QUALIFICATION CREDIT PERIOD: 5 YEARS
PREMIUM QUALIFICATION CREDIT PERCENTAGE: 2%

GUARANTEED MAXIMUM MONTHLY POLICY FEE: POLICY YEAR 1: $6.00
POLICY YEARS 2 AND LATER: $10.00

CURRENT ADMINISTRATIVE CHARGE: 6%
GUARANTEED MAXIMUM ADMINISTRATIVE CHARGE: 12%

ANNUAL MORTALITY AND EXPENSE RISK CHARGE:...........0.25%
DAILY MORTALITY AND EXPENSE RISK CHARGE:.....0.000685787%

GUARANTEED MAXIMUM MONTHLY EXPENSE CHARGE PER THOUSAND: $0.0600

GUARANTEED MINIMUM INTEREST RATE: 4.00%
(FOR THE FIXED ACCOUNT)

SELECT MONTHLY PREMIUM: $45.67
SELECT PERIOD: 20 YEARS
</TABLE>

NOTE:THIS POLICY MAY TERMINATE IF:

(1) THE CASH VALUE MINUS ANY LOAN(S) IS LESS THAN THE MONTHLY DEDUCTION DUE, OR

(2) THE REQUIRED PREMIUMS IN THE FIRST 5 YEARS ARE NOT PAID FOR THE BASE POLICY
AND ALL ADDITIONAL RIDERS.

1-17911101
PAGE 2

<PAGE>

P O L I C Y D A T A (C O N T I N U E D)

TABLE OF GUARANTEED MAXIMUM MONTHLY DEDUCTION RATES PER $1,000
FOR THE BASE POLICY*

POLICY POLICY POLICY POLICY
YEAR EXCLUDING YEAR EXCLUDING
RIDERS RIDERS

For all years after those shown, the guaranteed maximum monthly
deduction rate per $1,000 is $0.000000000.

* TO FIND THE AMOUNT OF MONTHLY DEDUCTION DURING EACH POLICY YEAR, SEE THE
MONTHLY DEDUCTIONS SECTION. A POLICY FEE OF $6.00 WILL BE ADDED INTO EACH
MONTHLY DEDUCTION FOR THE FIRST POLICY YEAR. IN SUBSEQUENT YEARS, THE MONTHLY
POLICY FEE WILL NOT EXCEED $10.00. A MONTHLY EXPENSE CHARGE PER THOUSAND WILL
ALSO BE ADDED TO EACH MONTHLY DEDUCTION. THE GUARANTEED MAXIMUM MONTHLY EXPENSE
CHARGE PER THOUSAND IS SHOWN ON POLICY DATA PAGE 2.

1-17911101
PAGE 3

P O L I C Y D A T A (C O N T I N U E D)

TABLE OF SURRENDER PENALTY FACTORS PER $1,000 OF BASE POLICY FACE AMOUNT

POLICY SURRENDER POLICY SURRENDER
YEAR PENALTY YEAR PENALTY
FACTOR FACTOR

<S> <C> <C> <C> <C>
1 11.43 9 5.37
2 10.63 10 4.57
3 9.94 11 3.77
4 9.14 12 3.09
5 8.34 13 2.29
6 7.66 14 1.49
7 6.86 15 0.80
8 6.06 16 0

TO CALCULATE THE FULL SURRENDER PENALTY FOR THE BASE POLICY, FIND THE FACTOR FOR
THE CURRENT POLICY YEAR. MULTIPLY THIS FACTOR BY THE NUMBER OF THOUSANDS OF FACE
AMOUNT OF THE BASE POLICY.

1-17911101 PAGE 4
P O L I C Y D A T A (C O N T I N U E D)

TABLE OF DEATH BENEFIT FACTORS

POLICY DEATH BENEFIT POLICY DEATH BENEFIT
YEAR FACTOR YEAR FACTOR

1 6.12 40 1.53
2 5.88 41 1.49
3 5.66 42 1.46
4 5.44 43 1.42
5 5.23 44 1.39
6 5.02 45 1.37
7 4.83 46 1.34
8 4.65 47 1.31
9 4.47 48 1.29
10 4.30 49 1.27
11 4.14 50 1.25
12 3.98 51 1.23
13 3.83 52 1.22
14 3.69 53 1.20
15 3.55 54 1.19
16 3.42 55 1.17
17 3.29 56 1.16
18 3.17 57 1.15
19 3.05 58 1.14
20 2.94 59 1.13
21 2.83 60 1.11
22 2.73 61 1.10
23 2.63 62 1.09
24 2.54 63 1.07
25 2.45 64 1.06
26 2.36 65 1.04
27 2.28 66 1.04
28 2.20
29 2.13
30 2.06
31 1.99
32 1.93
33 1.87
34 1.81
35 1.76
36 1.71
37 1.66
38 1.61
39 1.57

FOR ALL POLICY YEARS AFTER THOSE SHOWN, THE DEATH BENEFIT FACTOR IS 1.04.

</TABLE>

1-17911101 END OF POLICY DATA PAGE 4A DEFINITIONS In this policy:

We, our or us means Transamerica Occidental Life Insurance Company.

You or your means the owner of this policy.

Accumulation Value is the policy's total value as described in the
Accumulation Values provision.

Administrative Office means Transamerica Occidental Life Insurance Company,
Box 417002, Kansas City, Missouri 64141-7002. This address is for regular
mail. Our address for express delivery is Transamerica Occidental Life
Insurance Company, Attention -- VUL Administration (K26), 1100 Walnut
Street, Kansas City, Missouri 64106-2152.

Base Policy is this policy, excluding any riders.

The Beneficiary is the person you designate to receive the death benefit
under this policy.

Cash Value means the accumulation value, less any surrender penalty.

Delivery Requirement means any requirement that must be completed before
this policy can become effective and before this policy may be delivered to
you. Examples include any application amendment or additional evidence of
insurability that we require. Except as otherwise provided in the
conditional receipt, this policy cannot become effective until after all
delivery requirements are satisfied.

The Designated Individual is the person upon whose life expectancy a
settlement option is based and upon whose life continued payments under a
settlement option may depend.

Exact Age means the age of the younger of the two joint insureds on that
insured's nearest birthday.

First Death means the death of the first to die of the joint insureds.

The Fixed Account is one of the investment options under this policy. The
fixed account is part of our general account. The net premiums you allocate
to the fixed account and the portion of the accumulation value in the fixed
account will earn interest as described in the Fixed Account provision.

Free-Look Period means the initial period of time after you first receive
this policy during which you have the right to examine and return this
policy for a refund. The length of the free-look period and the amount of
the refund are described on page 1.

A Gross Premium is 100% of any premium you pay.

Home Office means Transamerica Occidental Life Insurance Company, Box 2101,
Los Angeles, California 90051-0101.

Investment Option means the fixed account, or any sub-account of the
separate account.

Joint Insureds means the two persons whose lives are insured under the
policy.

1-17911101 PAGE 5

<PAGE>

Lapse means termination of the policy at the end of the grace period due to
insufficient premium or insufficient unloaned accumulation value.

The Loan Account is part of the fixed account. The loan account includes
outstanding loans. The loan account is not an investment option.

The Maximum Loan Value is the largest amount you may borrow under the
Policy Loans provision.

A Monthly Deduction is an amount we take from the accumulation value on the
policy date and on each monthly policy date after the policy date.

Net Asset Value is the per share value of a portfolio as calculated by the
portfolio and reported to us.

The Net Cash Value is the cash value, less any existing loans.

The Net Loan Amount is a policy loan, less any loan interest due.

A Net Premium is any gross premium you pay minus an administrative charge.
The guaranteed maximum administrative charge is shown in the Policy Data.
We may charge less than the guaranteed maximum administrative charge. We
will never charge more.

The Payee is the person who has the right to elect a settlement option and
to receive payments under that settlement option. If you surrender this
policy, you are the payee under any settlement option you elect. After the
survivor's death, the beneficiary is the payee under the settlement option
you elect.

The Policy Fee is part of the monthly deduction. We may change the policy
fee at any time after the first policy year. The guaranteed maximum policy
fee is shown in the Policy Data.

A Policy Loan is indebtedness to us for a loan secured by this policy.

A Portfolio is a mutual fund investment or other investment pool in which a
sub-account invests.

Pro-Rata means a proportionate allocation among investment options. A
pro-rata allocation is equal to the portion of the accumulation value in an
investment option divided by the total accumulation value of the policy
(excluding the portion of the accumulation value in the loan account). Any
fees, charges, reductions or deductions from the accumulation value will be
allocated on a pro-rata basis, unless you choose the investment options to
which you want to allocate these amounts pursuant to procedures we
establish.

Reallocation Date means the date that net premiums initially allocated to
the money market sub-account (plus any earnings on those net premiums) are
transferred to one or more other sub-accounts of the separate account in
accordance with the options you chose in your application. The reallocation
date is shown in the Policy Data.

Reinstate means to restore coverage after the policy has lapsed, subject to
the requirements in the Reinstatement provision.

1-17911101 PAGE 6

<PAGE>

The Required Premium Per Year for the base policy in policy years 1-5 is
the minimum amount of premium you must pay in each of the first five policy
years. You may pay all or any part of this premium in advance.

Rider is an attachment to the policy that provides an additional benefit.

The Separate Account consists of the sub-accounts under this policy. The
net premiums you allocate to any sub-account and the portion of the
accumulation value in any sub-account may increase or decrease depending on
investment results.

A Sub-Account is an investment option under this policy. A sub-account is a
subdivision of the separate account that is invested exclusively in the
shares of a portfolio.

Survivor means the insured that remains alive after the first death.

Telephone Access Privilege is an option to transfer amounts between or
among investment options, change your premium allocation or request a loan
by telephone (within limits). The telephone access privilege will apply,
unless you advise us in writing that you do not want this option. Unless
you elect not to have the option available, you or your registered
representative may exercise this option. We reserve the right to
discontinue this option at any time.

Unit means a measure of interest in a sub-account.

Unit Value means the value of a unit on a particular valuation date.

Valuation Date is any day that the stock market (New York Stock Exchange)
is open for business. A valuation date ends when the stock market closes
for the day, generally 4 p.m. Eastern Time.

Valuation Period is the period between the close of business on one
valuation date and the close of business on the next valuation date.

Written request means a signed request in a form satisfactory to us that is
received at our administrative office.

We will send any notice under the provisions of this policy to your last
known address and to any assignee of record.

We will use the Policy Date shown in the Policy Data to determine the
monthly policy dates, policy anniversaries and policy years.

OWNERSHIP Owner of the Policy -- The owner is entitled to the rights
granted under this policy before the survivor's death. The joint insureds
together will be the owner, unless someone else is named as the owner in
the application, or otherwise in accordance with this policy. If the joint
insureds are the owner, the survivor will be the sole owner after the first
death. If the owner is an individual other than the joint insureds and dies
before the joint insureds, the rights of the owner belong to the executor
or administrator of the owner's estate unless otherwise provided in the
policy. If the owner is a partnership, the rights belong to the partnership
as it exists when a right is exercised.

1-17911101 PAGE 7

<PAGE>

Exercising Policy Rights -- If more than
one person is the owner, all such persons
must sign each written request to exercise
any right under this policy. However, the
telephone access privilege may be exercised
by any one person who is an owner or by
your registered representative.

How to Change the Owner -- You may change
the owner while the survivor is living by
notifying us in a form and manner
acceptable to us. The change will not be
effective until we record it at our
administrative office.

Assignment of the Policy -- We are not
responsible for the adequacy of any
assignment. However, if you file the
assignment with us and we record it at our
administrative office, your rights and
those of any revocable beneficiary will be
subject to it.

THE BENEFICIARY Who Receives the Death Benefit
-- If the survivor dies while this policy
is in force, we will pay the death benefit
to the beneficiary. The beneficiary is as
designated in the application, unless
changed as shown under "How to Change a
Beneficiary" below. If the beneficiary is a
partnership, we will pay the death benefit
to the partnership as it exists when the
survivor dies.

Protection of the Death Benefit -- To the
extent permitted by law, no death benefit
will be subject to the claims of the
beneficiary's creditors or to any legal
process against the beneficiary.

If the Beneficiary Dies -- If any
beneficiary dies before the survivor, that
beneficiary's interest in the death benefit
will end. If any beneficiary dies at the
same time as the survivor, or within 30
days after the survivor, that beneficiary's
interest in the death benefit will end if
no benefits have been paid to that
beneficiary. If the interests of all
designated beneficiaries have ended when
the survivor dies, we will pay the death
benefit to you. If you are not living at
that time, we will pay the death benefit to
your estate.

How to Change a Beneficiary -- You may
change the designated beneficiary while the
survivor is living by sending a written
notice to us. The change will not be
effective until we record it at our
administrative office. Even if the survivor
is not living when we record the change,
the change will take effect as of the date
it was signed. However, any benefits we pay
before we record the change will not be
subject to the change. An irrevocable
beneficiary may not be changed without the
written consent of that beneficiary.

<PAGE>

PAYMENT OF THE
DEATH BENEFIT

<PAGE>

Death Benefit -- The amount of the death
benefit may be affected by other policy
provisions such as Policy Loans,
Misstatement of Age or Sex and Partial
Surrenders.

Death Benefit Option -- The death benefit
before the policy anniversary nearest exact
age 100 will be based on whether you have
chosen Option 1, Option 2 or Option 3, as
shown in the Policy Data. If you do not
choose an option in the application, Option
1 will automatically take effect. Prior to
the policy anniversary nearest exact age
100, the death benefit is defined as
follows:

1-17911101 PAGE 8

<PAGE>

Option 1: The death benefit will be the greatest of:

a. the total face amount of the base policy on the date of the survivor's
death;

b. the death benefit factor multiplied by the accumulation value of the
base policy on the date of the survivor's death; or

c. the amount required for the policy to qualify as a life insurance
contract under Section 7702 of the Internal Revenue Code.

Option 2: The death benefit will be the greatest of:

a. the total face amount of the base policy plus the accumulation value of
the base policy on the date of the survivor's death;

b. the death benefit factor multiplied by the accumulation value of the
base policy on the date of the survivor's death; or

c. the amount required for the policy to qualify as a life insurance
contract under Section 7702 of the Internal Revenue Code.

Option 3: The death benefit will be the greatest of:

a. the total face amount of the base policy plus the excess, if any, of all
gross premium payments for the base policy over the sum of any partial
surrenders, surrender penalty free withdrawals and premium refunds on the
date of the survivor's death;

b. the death benefit factor multiplied by the accumulation value of the
base policy on the date of the survivor's death; or

c. the amount required for the policy to qualify as a life insurance
contract under Section 7702 of the Internal Revenue Code.

Beginning with the policy anniversary nearest exact age 100, the death
benefit will be the greater of:

1. the death benefit factor multiplied by the accumulation value of the
base policy as of the date of the survivor's death; or

2. the amount required for the policy to qualify as a life insurance
contract under Section 7702 of the Internal Revenue Code.

The death benefit factors are shown in the Table of Death Benefit Factors
in the Policy Data.

If the date of the survivor's death is not a valuation date, any death
benefit based on the accumulation value will be determined by using the
accumulation value as of the next valuation date.

We will reduce the death benefit by any existing policy loans and by the
portion of any grace period premium payment necessary to provide insurance
to the date of the survivor's death.

1-17911101 PAGE 9

<PAGE>

This policy is intended to qualify under Section 7702 of the Internal
Revenue Code as a life insurance contract for federal tax purposes. The
death benefit under this policy is intended to qualify for the federal
income tax exclusion. The provisions of this policy (including any rider or
endorsement) will be interpreted to ensure qualification of this policy as
a life insurance contract for federal tax purposes, regardless of any
language to the contrary.

To the extent that the death benefit is increased to maintain qualification
as a life insurance policy, we will make appropriate adjustments to any
monthly deductions or supplemental benefits (retroactively and
prospectively) that are consistent with such an increase. Retroactive
adjustments may be deducted from the accumulation value or may be made by
right of setoff against any death benefits payable. Prospective adjustments
will be reflected in the monthly deduction.

Proof of Death -- Any death benefit payable because of the death of the
survivor will be paid when we receive due proof of the death of both joint
insureds while this policy was in force. Upon the survivor's death, such
proofs must be sent to us at our administrative office. We must be notified
of the first death within a reasonable time (in no event, later than one
year after the date of the first death). We will send appropriate forms to
the beneficiary upon request. Any of our agents will help the beneficiary
fill out the forms without charge.

Transfers after the Survivor's Death -- After we receive notice of the
survivor's death, we may:

1. transfer any portion of the accumulation value in any sub-account to our
general account; and

2. not allow any portion of the accumulation value to be transferred into
or to remain in any sub-account.

SIMULTANEOUS DEATHS If the joint insureds die simultaneously, any death
benefit payable under the base OF THE JOINT INSUREDS policy will be paid
as though the older joint insured died first.

PREMIUMS Premium Payments -- We will accept any amount you send us as a
premium payment while this policy is in force, subject to the Premium
Limitation provision and these conditions:

1. The policy will not be in force until you pay the minimum initial
premium shown in the Policy Data. Subsequent premiums may be sent to our
administrative office or you may pay them to an agent we authorize. We will
give you a receipt if you ask for one.

2. You must pay the required premium per year for the base policy in policy
years 1-5 for the first 5 policy years. These premiums may be paid
cumulatively in advance. At the end of each of the first 5 policy years, we
will calculate the cumulative total of all gross premiums paid for the base
policy, less any partial surrenders and surrender penalty free withdrawals.
We will divide this total by the number of years since the policy date.
This amount must equal or exceed the required premium per year for the base
policy in policy years 1-5 for each year in the required premium period, or
this policy will enter the grace period.

1-17911101 PAGE 10

<PAGE>

3. You may pay premiums at any time prior to the policy anniversary nearest
exact age 100. Each premium must be at least $25 and may not exceed the
limits described in the Premium Limitation provision.

If you stop paying premiums after the required premium period, your
coverage will continue until the net cash value is insufficient to pay the
monthly deduction due. At that time, your policy will enter the grace
period. (See Grace Period provision for details.) Beginning with the policy
anniversary nearest exact age 100, we will not accept any further premium
payments.

Premium Limitation -- We reserve the right to refund any unscheduled
premium during a particular policy year if the total premium paid:

1. increases the difference between the death benefit and the accumulation
value; and

2. is more than $10 per thousand of face amount and more than three times
the total of the monthly deductions for the last year.

We also reserve the right to refund any unscheduled premiums that exceed
$25,000 in any 12-month period. We will not refund any amount if doing so
would cause this policy to enter the grace period before the next
anniversary. The amount refundable will not exceed the net cash value of
this policy. If the entire net cash value is refunded, we will treat the
transaction as a full surrender of this policy.

Continuation of Insurance -- If you stop paying premiums, we automatically
continue this policy at the same face amount and with any additional
benefits provided by rider, subject to the grace period and any minimum
premium requirements that may be in effect. See the Premium Payments
provision and the Monthly Deduction provision for further explanation.

Grace Period -- During the first five policy years, a grace period is a
period of 60 days beginning on:

1. a policy anniversary on which the cumulative required premium per year
for the base policy in policy years 1-5 has not been paid. (See number 2 of
the Premium Payments provision.); or

2. a monthly policy date when the accumulation value minus any existing
loan is less than the monthly deduction due.

After the fifth policy anniversary and prior to the policy anniversary
nearest exact age 100, a grace period is a period of 60 days beginning on a
monthly policy date when the net cash value is less than the monthly
deduction due.

After the policy anniversary nearest exact age 100, a grace period is a
period of 60 days beginning on a policy anniversary on which any loan
interest due has not been paid in cash, and the accumulation value minus
any existing loan is less than the loan interest due.

1-17911101 PAGE 11

<PAGE>

If this policy enters the grace period, we will let you know by sending a
notice to your last known address. The notice will tell you the amount you
must pay to keep the policy in force. You must pay this amount before the
grace period ends. If you do not pay enough, this policy will lapse at the
end of the 60 days. If there is any net cash value remaining at the end of
the grace period, we will apply it to the nonforfeiture option. (See
Nonforfeiture Option provision.) If there is no net cash value remaining at
the end of the grace period, this policy will lapse.

During the grace period, we will not charge interest on the amount due. If
the survivor dies during the grace period and before you pay the amount
due, we will subtract from the death benefit the amount required to provide
insurance to the date the survivor died.

Premium Qualification Credit -- At the end of each policy year for the
first 5 policy years, we will calculate the total of gross premiums paid
for the base policy. (See number 2 of the Premium Payments provision.) From
this total, we will subtract any partial surrenders and surrender penalty
free withdrawals. If the result equals or exceeds the required premium per
year for the base policy in policy years 1-5 for each year of the required
premium period, we will deposit a premium qualification credit to the
policy's accumulation value at the beginning of the next policy year.

We must receive enough premium as described above by the end of each policy
year in the premium qualification credit period, or you will not receive a
premium qualification credit for that policy year.

The amount of the credit will be a specific percentage of the required
premium per year for the base policy in policy years 1-5. The premium
qualification credit percentage and the premium qualification credit period
are shown in the Policy Data.

The premium qualification credit will be allocated among your investment
options according to the most recent premium allocation election we have
received from you. We will allocate the premium qualification credit on the
policy anniversary if that day is a valuation date. If the policy
anniversary is not a valuation date, we will allocate the premium
qualification credit on the next valuation date.

Reinstatement -- If this policy lapses, it may be reinstated provided it
was not surrendered. To reinstate the policy, you must meet the following
conditions:

1. You must request reinstatement in writing within three years after the
date of lapse and before the policy anniversary nearest exact age 100.

2. If only one joint insured is alive when you request reinstatement, the
first death must have occurred prior to the end of the grace period, and
proof of such death must have been submitted prior to the reinstatement.

3. Evidence of insurability, satisfactory to us, must be given to us by:

a. both joint insureds, if the lapse occurred while both joint insureds
were living; or

b. the survivor, if the lapse occurred after the first death.

1-17911101 PAGE 12

<PAGE>

4. If any loans existed when the policy
lapsed, you must repay or reinstate
them with interest. Interest will be
compounded annually from the date of
lapse. Interest will be at the loan
reinstatement interest rate for your
loan. The loan reinstatement interest
rate will not exceed an effective
annual rate of 4.75% (4.53% in
advance).

5. The reinstated policy will be subject
to the minimum premium requirement
during the first 5 policy years. (See
number 2 of the Premium Payments
provision.) This means that the
required premium period will be
calculated from the original policy
date. It will not start anew.

If the policy lapsed during the
required premium period, and is
reinstated in a different policy
year, you must pay a premium large
enough to meet the minimum premium
requirement at the time of
reinstatement, with interest.
Interest will be compounded annually
at the reinstatement interest rate of
6%.

If the policy lapsed after the
required premium period, or if it
lapsed during one of the first 5
years of the required premium period
and is reinstated in the same policy
year, you must pay a premium large
enough to cover two monthly
deductions due when the policy lapsed
and three monthly deductions due when
the policy is reinstated.

6. If you reinstate the policy during
the required premium period, you must
repay any net cash value given to you
at the time of lapse, with interest.
Interest will be compounded annually
at the reinstatement interest rate of
6%.

7. If the policy is reinstated within
the first 15 policy years or before
the policy anniversary nearest exact
age 100 (whichever is the shorter
time period), any applicable
surrender penalties in effect for the
reinstated policy will be calculated
from the original policy date.

The effective date of a reinstatement will
be the date we approve your request.

The accumulation value of the reinstated
policy will be: any surrender penalty
assessed at the time of lapse; plus any
net cash value we paid you at the time of
lapse; plus any loan repaid or reinstated;
plus any net premium you pay at
reinstatement; minus any monthly
deductions due at the time of lapse.

We will allocate any loan repaid or
reinstated and any net premium you pay at
reinstatement according to the most recent
premium allocation election we have
received from you. We will restore any
surrender penalty assessed at the time of
lapse. We will allocate any restored
surrender penalty and any net cash value
you repay at reinstatement among your
investment options in the same proportion
as these amounts were deducted at the time
of lapse.

We will allocate the amount you pay within
one valuation date after the later of:

1. the valuation date that we approve the reinstatement; or

2. the valuation date that we receive the required premium and any other
payments.

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PREMIUM ALLOCATION Premium Allocation Election -- You may allocate your net
premiums among the investment options we make available from time to time.
The premium allocation percentages you elect must be whole numbers. The
total allocation to all elected investment options must equal 100%. We may
limit the number of investment options to which you may allocate your net
premiums. The maximum number of sub-accounts in which you may have a
portion of the accumulation value will be the lesser of the total number of
sub-accounts that we offer or 35 sub-accounts. The premium allocation
percentages you elect on the application will apply to all premiums we
receive, unless you change your premium allocation election as provided in
the Premium Allocation Changes provision.

Initial Premium -- The initial net premium
accepted under this policy will be
allocated to this policy no later than the
second valuation date that next follows
the latest of:

1. The date we approve the issuance of this policy.

2. The date we received the premium.

3. The policy date.

4. The date we approve the last delivery requirement returned to us, if the
policy was issued with delivery requirements.

Crediting of Net Premiums and Reallocation
Date -- If any net premium is credited
under this policy prior to the
reallocation date shown in the Policy
Data, any amounts you elected to allocate
to the separate account will be initially
allocated solely to the money market
sub-account. On the reallocation date, we
will reallocate the portion of the
accumulation value in the money market
sub-account among the investment options
that you elected in the application
(unless you change your premium allocation
election as provided in the Premium
Allocation Changes provision). If the
reallocation date is not a valuation date,
we will make the reallocation on the next
valuation date.

We will allocate any net premium credited
to this policy on or after the
reallocation date directly to the fixed
account or the sub-accounts you have
elected.

Subsequent Premiums -- We will allocate
the net premium on the day that we receive
it. If the date that we receive a premium
is not a valuation date, we will allocate
the net premium on the next valuation
date.

Premium Allocation Changes -- You can
change your premium allocation at any time
by sending us a written request or by
exercising your telephone access
privilege. Any premium allocation change
will apply to all premiums we receive on
or after the effective date of the change,
unless you change your premium allocation
election again. Any premium allocation
change will be subject to the limitations
in the Premium Allocation Election
provision. We reserve the right to charge
a fee up to $25 for each premium
allocation change.

1-17911101 PAGE 14

<PAGE>

SEPARATE ACCOUNT The variable benefits under this policy are provided
through the separate account. The assets of the separate account are our
property. Income (if any) along with gains and losses (realized or
unrealized) from assets in the separate account will be credited to or
charged against the amounts allocated to the separate account without
regard to our other income gains or losses. Assets equal to the liabilities
of the separate account will not be charged with liabilities arising out of
any other business we may conduct. If the assets in the separate account
exceed the liabilities arising under the policies supported by the separate
account, the excess may be used to cover our other liabilities.

Any amount allocated to the separate
account for state or federal income taxes
may be deducted from the separate account.

The separate account is divided into
various sub-accounts. Each sub-account's
assets are invested in shares of a
corresponding portfolio.

We reserve the right to change the name
and investments of the separate account
and/or any of its sub-accounts.

We will use the net premiums you elect to
allocate to the separate account to
purchase units in the sub-accounts you
have elected. All net premiums will be
allocated in accordance with the
limitations in the Premium Allocation
provision.

The number of units purchased in a
sub-account is equal to the net premium
allocated to that sub-account divided by
the value of the applicable unit. If we
receive the premium on a day that is a
valuation date, the value of the
applicable unit will be determined on the
day we receive the premium. If we receive
the premium on a day that is not a
valuation date, the value of the
applicable unit will be determined on the
next valuation date.

The number of units in a sub-account will
remain fixed unless:

1. changed by a subsequent split of a unit value;

2. increased by a net premium, premium qualification credit or a transfer
allocated to the sub-account; or

3. reduced because of a partial surrender, surrender penalty free withdrawal,
surrender penalty, monthly deduction, transfer or policy loan allocated to
the sub-account.

Any transaction described in 3. will
result in the cancellation of a number of
units that are equal in value to the
amount of the transaction.

On each valuation date, we will value the
assets of each sub-account. The portion of
this policy's accumulation value in a
sub-account on a valuation date is equal
to the number of units this policy has in
that sub-account as of that valuation date
multiplied by the sub-account's unit value
on that valuation date.

The unit values for all sub-accounts
except the money market sub-account were
initially set at $10.00. The unit value
for the money market sub-account was
initially set at $1.00. The unit value for
a sub-account on any subsequent valuation
date is equal to {(A times B) minus C}
divided by D, where:

1-17911101 PAGE 15

<PAGE>

A is the number of shares held in the underlying portfolio at the end of the
valuation date;

B is the net asset value (NAV) per
share of the underlying portfolio as
of the end of the valuation date,
plus the per share amount of any
capital gains or dividends declared
on that valuation date;

C is a charge for each day in the
valuation period equal to the net
assets of the sub-account multiplied
by the daily mortality and expense
risk factor; and

D is the number of units outstanding at
the close of the prior valuation date.

The unit value may increase or decrease
from one valuation date to the next. You
bear this investment risk. We reserve the
right to change the method we use to
determine the unit value, subject to any
required regulatory approvals.

Addition, Deletion or Substitution of
Investments -- We reserve the right to
add, delete or substitute the shares of a
portfolio that the separate account holds
or may buy. We also reserve the right to
eliminate the shares of any portfolio.

We may make any substitutions or changes
that we believe are necessary or
appropriate. If we think it is in the best
interests of our policy owners, we may
operate the separate account as a
management company under the Investment
Act of 1940, or we may de-register it
under that act if registration is no
longer required. We may also combine it
with other separate accounts that we may
have.

We reserve the right to establish other
sub-accounts and to make them available to
any class or series of policies that we
deem appropriate. The assets of each new
sub-account will be invested in a new
investment company or in the shares of
another open-end investment company. We
also reserve the right to eliminate or
combine existing sub-accounts and to
transfer assets among sub-accounts, when
allowed by law.

Federal Taxes -- If we have to pay federal
taxes on the separate account, we reserve
the right to allocate a proportionate
share of the reserves that we establish
for such taxes to this policy. We may
reflect the amount of such reserves in the
calculation of the unit values.

Splitting of Units -- We reserve the right
to split the value of a unit. Any
splitting of units will not have any
material effect on this policy's benefits.

FIXEDACCOUNT Fixed Account -- You may allocate any portion of your net premiums
to the fixed account. The fixed account is part of our general account. Our
general account consists of all assets that we own except those in the
separate account and other separate accounts we may have. Except as limited
by law, we have sole control over investment of the assets in our general
account. You are allowed to allocate net premiums to the fixed account and
to transfer funds between the separate account and the fixed account
(subject to the Transfers provision).

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<PAGE>

Fixed Account Interest Rates -- The net
premium you elect to allocate to the fixed
account will accrue interest from the
valuation date we allocate it to the fixed
account, as described in the Premium
Allocation provision. Interest is credited
monthly on each monthly policy date. The
guaranteed minimum interest rate for all
policy years is shown in the Policy Data.
We may declare an interest rate that is
higher than the guaranteed minimum
interest rate at any time prior to the
policy anniversary nearest exact age 100.
We will never declare an interest rate
that is lower than the guaranteed minimum
interest rate. We may change the declared
interest rate at any time without notice.
Beginning on the policy anniversary
nearest exact age 100, the accumulation
value of the fixed account will accrue
interest at the guaranteed minimum
interest rate.

ACCUMULATION VALUES

<PAGE>

The accumulation value of the policy at
the time the initial net premium is
accepted under this policy is equal to:

1. the initial net premium;

minus 2. the monthly deduction(s) we start to take on the policy date.

The accumulation value of the policy on
any specified date after the date the
initial net premium is allocated to the
policy is equal to the sum of the
accumulation values in the separate
account and the fixed account (including
the loan account) on that date.

Separate Account -- The accumulation value
of the separate account on any date after
the date the initial net premium was
allocated to the policy is equal to the
sum of the values in each sub-account. A
sub-account's value is the number of units
in that sub-account multiplied by the unit
value for that sub-account at the end of
the valuation date for which the
accumulation value is being determined.
The number of units in a sub-account is
equal to:

1. the number of units purchased by the net premium initially allocated to
that sub-account;

plus 2. the number of units purchased by subsequent net premiums allocated to
that sub-account;

plus 3. the number of units purchased by any transfers to that sub-account from
one or more other sub-accounts or the fixed account (including the loan
account);

plus 4. the number of units purchased by any premium qualification credit
allocated to the sub-account;

minus5. the number of units redeemed from the sub-account due to monthly
deductions allocated to that sub-account;

minus6. the number of units redeemed from that sub-account due to any partial
surrenders, surrender penalties and surrender penalty free withdrawals
allocated to that sub-account;

minus7. the number of units redeemed from that sub-account that were
transferred out of that sub-account to one or more other sub-accounts or
the fixed account (including the loan account);

1-17911101 PAGE 17

<PAGE>

minus8. the number of units redeemed from that sub-account to cover any
transfer fees or other charges that were allocated to that sub-account.

minus9. the number of units redeemed from that sub-account due to any refund of
premium allocated to that sub-account.

Fixed Account -- The accumulation value of
the fixed account (including the loan
account) on a specified date after the
date the initial net premium was allocated
to the policy is equal to:

1. the accumulation value on the last monthly policy date, plus accrued
interest from the last monthly policy date to the specified date;

plus 2. any premium qualification credit amount deposited to it on the last
monthly policy date, plus accrued interest on that amount;

plus 3. all net premiums paid into it, less any refunds since the last monthly
policy date, plus accrued interest from the date each net premium is
allocated to it;

plus 4. any amounts transferred from the separate account, plus accrued interest
on those amounts since the date of the transfer;

minus5. the monthly deduction charged against it on the last monthly policy
date, plus accrued interest on that amount;

minus 6. any partial surrenders and
surrender penalty free
withdrawals charged against
it, including surrender
penalties, since the last
monthly policy date, plus
accrued interest on that
amount from each partial
surrender date and/or
surrender penalty free
withdrawal date to the
specified date;

minus7. any amounts transferred from the fixed account to the separate account,
plus accrued interest on those amounts since the date of the transfer.

TRANSFERS At any time after the end of the free-look
period, you may transfer amounts between
or among the investment options available
under this policy. Each transfer will be
subject to our transfer rules in effect at
the time the transfer is made. We may set
rules specifying, among other things:

1. the minimum and maximum amounts you may transfer; and

2. how frequently you may make transfers.

Different rules may apply to different
investment options.

If you choose to make a transfer, you must
request it in a form and manner acceptable
to us. You may request a transfer by using
your telephone access privilege.

We will make the transfer on the day we
receive your transfer request in good
order. If that day is not a valuation
date, we will make the transfer on the
next valuation date.

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<PAGE>

We may also establish procedures that will
allow you to schedule automatic transfers.
If we do so, the procedures will be
described in the current prospectus for
this policy.

Transfer Fee -- You will not be charged
for the first eighteen transfers you make
during a policy year. If you make more
than eighteen transfers during a policy
year, we may charge you up to $25 for each
additional transfer. Any transfer fee will
be deducted from the amount that you are
transferring. The transfer fee will be
allocated between or among the investment
options in proportion to A divided by B,
where:

A is the amount transferred from an investment option; and

B is the total amount transferred from all
elected investment options.

The following do not count towards the
first eighteen transfers during a policy
year, and will not be charged a transfer
fee:

1. Transfers made on the reallocation date from the money market sub-account
to other sub-accounts.

2. Transfers to or from the loan account.

3. Transfers under any automatic transfer option.

4. Transfers we may make after we receive notice of the survivor's death.

5. Transfers due to a material change in investment policy.

MONTHLY DEDUCTIONS The monthly deduction is equal to:

1. the monthly deduction rate, times .001, times the difference between the
death benefit and the accumulation value of the policy on the monthly
policy date;

plus 2. the monthly deduction for any riders;

plus 3. the policy fee;

plus 4. the monthly expense charge per thousand, times .001, times the face
amount of the policy.

Monthly Deduction Rates -- On each monthly
policy date, we will determine the monthly
deduction rate for that policy month. The
monthly deduction rate will depend on the
face amount of the policy, each joint
insured's sex, each joint insured's smoker
or nonsmoker status, each joint insured's
class of risk as of the policy date, the
number of years that the policy has been
in force and each joint insured's issue
age.

A table of guaranteed maximum monthly
deduction rates for the base policy is
shown in the Policy Data. We may use rates
lower than these guaranteed maximum
monthly deduction rates. We will never use
higher rates.

Any change in the monthly deduction rates
will be prospective and will be subject to
our expectations as to future cost
factors. Such cost factors may include,
but are not limited to mortality,
expenses, interest, persistency and any
applicable federal, state and local taxes.

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<PAGE>

Guaranteed Maximum Monthly Expense Charge
Per Thousand -- The guaranteed maximum
monthly expense charge per thousand is
shown in the Policy Data. We may use an
expense charge that is lower than this
guaranteed maximum monthly expense charge
per thousand. We will never use higher
expense charges.

Allocation of Monthly Deduction -- On each
monthly policy date, we will take the
monthly deduction for that policy month.
If the monthly policy date is not a
valuation date, we will take the monthly
deduction on the next valuation date. We
will take the monthly deduction from your
investment options on a pro-rata basis.

CASH VALUE You may borrow the net cash value,
or take part of it or all of it as a
partial or full surrender of the policy.
All of these transactions are described in
this section. We guarantee that the cash
value of the fixed account always equals
or exceeds the amount required by the law
in effect at the time of issue in the
jurisdiction in which the application for
this policy was signed.

Policy Loans -- We will make a loan
subject to the following:

1. The maximum loan amount is the accumulation value as of the date of the
loan request minus:

a. any existing policy loan(s);

b. interest on the amount of the loan to the end of the policy year; and

c. the full surrender penalty or two monthly deductions, whichever is greater.

2. You must pay interest on the total
loan balance each year in advance.
The interest is due on the policy
anniversary. The loan interest rate
will depend on the policy year during
which the loan interest is due as
follows:

a. For loan interest due during policy years 1-10, the loan interest rate is
4.75% (4.53% in advance).

b. For loan interest due during policy years 11-20, the loan interest rate is
4.50% (4.30% in advance).

c. For loan interest due during policy years 21 and later, the loan interest
rate is 4.25% (4.07% in advance).

We may charge lower interest rates
than the rates shown above. We will
never charge higher interest rates.

If you do not pay the interest when
it is due, we will add the amount of
the interest to the loan. (See number
6. below). We will charge interest on
this amount based on the loan
interest rate in effect for the
policy year during which the loan
interest is due.

3. The loan will be secured by that portion of the accumulation value equal to
the amount of the loan.

4. If the survivor dies, we will deduct
the outstanding loan from the death
benefit before we pay the death
benefit to the beneficiary.

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<PAGE>

5. We will deduct the net loan amount
from your investment options on a
pro-rata basis, unless you specify,
in a form and manner acceptable to
us, the investment options to which
you want to allocate the net loan
amount. We will transfer the net loan
amount to the loan account.

6. We will deduct the loan interest due
from your investment options on a
pro-rata basis. We will transfer the
loan interest to the loan account.
The loan interest will become part of
the loan.

We will process the loan on the day we
receive your loan request in good order.
If that day is not a valuation date, we
will process the loan on the next
valuation date.

Loan Repayment -- You may repay any part
of any outstanding loan at any time while
either joint insured is living.

If you wish to make a loan repayment, you
must tell us that the payment you send us
is for that purpose. Unless your payment
is clearly marked as a loan repayment, we
will assume it is a premium payment
(unless it is received after the policy
anniversary nearest exact age 100). When
we receive a loan repayment, we will apply
it to the outstanding loan. We will then
allocate the loan repayment to your
investment options according to the
allocation percentages provided in the
most recent premium allocation election we
have received from you. We will allocate
the loan repayment on the day we receive
it. If that day is not a valuation date,
we will allocate it on the next valuation
date.

Your policy will not automatically lapse
if you do not repay a loan. However, the
net cash value must be large enough to
cover the monthly deduction due and any
loan interest due not paid in cash. (See
Grace Period provision for details.)

If any loan interest due is not paid in
cash, we will add the interest to the
loan. We will deduct the loan interest
from your investment options on a pro-rata
basis, and then transfer the loan interest
to the loan account. The loan interest
deduction and transfer will be effective
on the policy anniversary if that day is a
valuation date. If the policy anniversary
is not a valuation date, the loan interest
deduction and transfer will be effective
on the next valuation date. Any loan
interest paid in cash will be applied to
the loans in the order in which they were
made.

Partial Surrender -- At any time after the
end of the free-look period, you may
surrender a portion of this policy's value
by sending us a written request, subject
to the limitations described below.

During the first 15 policy years or until
the policy anniversary nearest exact age
100 (whichever is the shorter time
period), we will assess a surrender
penalty on any surrender amount that
exceeds the amount eligible for a
surrender penalty free withdrawal as
described below. The surrender penalty is
equal to A times B divided by C, where:

A is the surrender amount that exceeds the amount eligible for a surrender
penalty free withdrawal;

B is the surrender penalty factor for the current policy year; and

C is 1000 minus the surrender penalty
factor for the current policy year.

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<PAGE>

The surrender penalty factors are shown in
the Policy Data. However, if the surrender
penalty computed by the above formula is
less than $25, the surrender penalty will
be $25.

After the fifteenth policy year or the
policy anniversary nearest exact age 100
(whichever is the shorter time period), we
will assess a $25 surrender penalty on any
surrender amount that exceeds the amount
eligible for a surrender penalty free
withdrawal as described below.

We will deduct from the policy's
accumulation value:

1. the surrender amount; and

2. any applicable surrender penalty.

The surrender amount will be deducted from
your investment options on a pro-rata
basis unless you specify, in a form and
manner acceptable to us, the investment
options to which you want to allocate the
surrender amount.

Any surrender penalty will be allocated to
your investment options in proportion to
A divided by B, where:

A is the dollar amount of the surrender amount that is allocated to an
investment option; and

B is the total surrender amount.

We will deduct the surrender amount and
any surrender penalty from your investment
options on the day we receive your
surrender request in good order. If that
day is not a valuation date, we will
deduct the surrender amount and any
surrender penalty from your investment
options on the next valuation date.

If you chose Death Benefit Option 1, we
will also deduct from the policy's face
amount:

1. the surrender amount that exceeds the amount eligible for a surrender
penalty free withdrawal.

2. any applicable surrender penalty.

If you chose Death Benefit Option 3, we
will also deduct from the policy's face
amount:

1. the surrender amount that exceeds the greater of:

a. the amount eligible for a surrender penalty free withdrawal; or

b. cumulative gross premiums paid minus the sum of all previous surrenders and
premium refunds.

2. the surrender penalty on the amount that exceeds the amount eligible for a
surrender penalty free withdrawal.

If the new face amount would be less than
our published minimum for this plan, the
partial surrender will not be allowed.

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<PAGE>

In any policy year, the maximum amount that you may request and receive by
partial surrender is:

1. the accumulation value;

minus 2. any existing policy loans;

minus 3. the sum of 3 monthly deductions;

minus 4. the greater of $25 or the full surrender penalty.

If you ask for an amount larger than the
maximum described above, we will treat it
as a request for a full surrender of the
policy.

Surrender Penalty Free Withdrawal -- At
any time after the first policy year, you
may make a partial surrender without
incurring a surrender penalty. Such a
partial surrender is subject to the limits
outlined below. The minimum amount of a
surrender penalty free withdrawal is $100.

When you request a partial surrender after
the first policy year, we will calculate
the amount that is eligible for surrender
without penalty. This amount will be the
lesser of:

1. 10% of the policy's accumulation value as of the last monthly policy date,
minus the sum of all surrender penalty free withdrawals since the last
policy anniversary; or

2. the maximum amount available as a partial surrender under the Partial
Surrender provision.

Whenever you request a partial surrender
after the first policy year, we will
process the amount that is eligible as a
surrender penalty free withdrawal. The
remainder of any amount you request will
be processed as a partial surrender.

We will deduct the surrender penalty free withdrawal from your investment
options in the same manner that we would deduct a partial surrender. (See
Partial Surrender provision.)

OPTION TO CHANGE Increasing the Face Amount -- An increase in the face amount of
this policy will not THE FACE AMOUNT be allowed.

Decreasing the Face Amount -- You may
request a decrease in the face amount of
this policy if all the following
conditions are met:

1. You must make a written request to us.

2. At the request date, this policy must be in force and at least one of the
Joint Insureds must be living.

3. The decrease of the face amount of this policy may only be effective as of
a policy anniversary.

4. The amount of the reduction in face amount must be at least $25,000.

5. The new face amount may not be less than our published minimum face amount
for this plan.

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<PAGE>

6. The decrease of the face amount of this policy may cause a change in the
monthly deduction to be charged.

7. A surrender penalty will result from
the decrease in the face amount if
the decrease is made during the first
15 policy years or before the policy
anniversary nearest exact age 100
(whichever is the shorter time
period). We will deduct the surrender
penalty from your investment options
on a pro-rata basis on the date the
decrease in the face amount is
effective.

The surrender penalty is equal to A
times B divided by C, where:

A is the full surrender penalty;

B is the amount of the decrease; and

C is the face amount before the
decrease.

We will issue new policy data pages
showing the new face amount. After the
decrease, the monthly deduction rates and
any future surrender penalties will be
based on the new face amount of this
policy.

If the face amount of this policy is
decreased during any required premium
period, we will recalculate the required
premium per year for the remainder of the
required premium period based on the new
face amount.

NONFORFEITURE OPTION You may surrender this policy for its net cash
value.

The surrender penalty factors are shown in
the Table of Surrender Penalty Factors in
the Policy Data. We will use the factors
in the table to determine the surrender
penalty we will apply. To calculate the
full surrender penalty for the base
policy, find the factor for the current
policy year. Multiply this factor by the
number of thousands of face amount of the
base policy. This is the full surrender
penalty for the base policy. There is no
surrender penalty for the base policy
after the first 15 policy years, or the
policy anniversary nearest exact age 100.

If you request a full surrender within 30
days after a policy anniversary, the
surrender value will not be less than the
surrender value on that anniversary, less
any loans, partial surrenders, surrender
penalties and surrender penalty free
withdrawals made after the last policy
anniversary.

GUARANTEED Benefit -- Subject to the following conditions and
restrictions, this benefit EXCHANGE OPTION provides you with an
option ("the option") to exchange this policy for a fixed

policy ("the new policy"). You may
exercise this option at any time prior to
the 20th policy anniversary or the policy
anniversary nearest exact age 95
(whichever comes first) if all the
following conditions are met:

1. Both joint insureds are living.

2. This policy does not have any outstanding loans.

3. You have not elected to exchange this
policy under the Option to Split the
Policy provision or the Guaranteed
Policy Split Option Rider (if this
rider forms a part of this policy).

The accumulation value of this policy on
the date this policy is exchanged will be
transferred to the new policy.

1-17911101 PAGE 24

<PAGE>

Effective Date -- The effective date of
the new policy will be the date this
policy is exchanged. The policy date of
the new policy will be the same as the
policy date of this policy.

Application -- We must receive all of the
following in order to process the exchange:

1. A policy change application
indicating your request to exercise
this option and your request to
surrender this policy.

2. The release of any lien against or
assignment of this policy. However,
you may instead submit written
approval by the lienholders or
assignees of the exchange of this
policy in a form satisfactory to us
with such other documents as we may
require.

3. This policy.

4. Payment of any amount due for the exchange, if applicable.

The application for this policy and the
policy change application will be
considered to be the application for the
new policy.

New Policy -- The exchange must be to a
joint and last survivor adjustable life
insurance policy that would have been
available at the time you applied for this
policy. The new policy will be based on
the sex, age, class of risk and smoking
status of the joint insureds as of the
policy date of this policy. The premiums
for the new policy will be based on our
published rates in effect on the date you
request to exchange this policy. Any
Accelerated Death Benefit Option
Endorsement that is a part of this policy
will automatically become a part of the
new policy. If the Estate Protection Rider
forms a part of this policy, it will
automatically become a part of the new
policy unless you tell us otherwise. Any
other riders that form a part of this
policy, and any new riders requested, will
become a part of the new policy only if we
agree to provide them on the date of the
exchange. The new policy will take effect
immediately upon termination of this
policy. Under no circumstances will we pay
a death benefit under both this policy and
the new policy.

Assignment -- If there is an assignment on
this policy and you want to carry over
that assignment to the new policy, you
will have to execute a new assignment.

Exchange Adjustments -- The minimum
initial premium for the new policy will be
equal to:

1. the cumulative total of the required annual premiums applicable to the new
policy for the number of years that this policy was in force; minus

2. the total accumulation value transferred to the new policy.

The minimum initial premium will be
applied to the new policy as a gross premium.

Surrender Penalty Period -- The period for
which the joint insureds were covered
prior to the date of the exchange will be
used to offset the surrender penalty
period under the new policy.

1-17911101 PAGE 25

<PAGE>

Evidence of Insurability -- When you
exercise this option, we will not require
evidence of insurability from either joint
insured.

Suicide and Incontestability -- The period
for which the joint insureds were covered
prior to the date of the exchange will be
used to offset the time period for any
suicide exclusion and incontestability
provision under the new policy.

Ownership -- The owner of the new policy
will be the same as the owner of this
policy, unless otherwise provided in the
policy change application. If the owner of
this policy will not be the owner of the
new policy, you must complete a transfer
of ownership form. We may also require
that the owner of the new policy provide
us with evidence of insurable interest in
the lives of the joint insureds.

Beneficiary -- The beneficiary of the new
policy will be the same as the beneficiary
of this policy, unless otherwise provided
in the policy change application. If the
beneficiary of this policy will not be the
beneficiary of the new policy, you must
complete a change of beneficiary form. We
may also require that the new beneficiary
provide us with evidence of insurable
interest in the lives of the joint
insureds.

Termination of Option -- This option
terminates on the earliest of:

1. The date of the first death.

2. The date you elect to exchange this
policy under the Option to Split the
Policy provision or the Guaranteed
Policy Split Option Rider (if this
rider forms a part of this policy).

3. The 20th policy anniversary.

4. The policy anniversary nearest exact age 95.

5. The date this policy is changed to paid-up insurance, if applicable.

6. The date this policy is surrendered or terminated.

7. The date this policy lapses under the Grace Period provision.

Misstatement of Age or Sex -- We will
follow these rules:

1. If a misstatement of either joint
insured's age or sex is found before
this option is exercised and this
policy's death benefit is reduced as
a result the face amount of the new
policy will be based on the adjusted
face amount of this policy.

2. If a misstatement of either joint
insured's age or sex is found after
this option is exercised, the death
benefit amount under the new policy
will be subject to the Misstatement
of Age or Sex provision of the new
policy.

Policy Changes -- If the face amount of
this policy is changed for any reason, we
will proportionately change the benefit
amount of the option.

1-17911101 PAGE 26

<PAGE>

OPTION TO SPLIT Benefit -- Subject to the following conditions and
restrictions, you have an option THE POLICY ("the option") to
exchange this policy for an individual policy (on either or both

of the joint insureds) if either of the
contingent events listed below occurs. An
individual policy issued in exchange for
this policy is referred to in this section
as the "new policy". A new policy may not
exceed 50% of the face amount of this
policy.

If you receive a new policy on each joint
insured and each new policy is equal to
50% of the face amount of this policy, the
accumulation value and any outstanding
policy loans under this policy will be
divided and allocated equally to each new
policy.

If you receive a new policy on each joint
insured and either new policy is less than
50% of the face amount of this policy, the
accumulation value and any outstanding
policy loans under this policy will be
divided and allocated to each new policy
according to the percentage of the face
amount of this policy that you choose for
each new policy.

If we issue two new policies and the face
amount of either new policy is less than
50% of the face amount of this policy; or
if we issue a new policy on only one joint
insured, we will distribute a
proportionate amount of the net cash value
to you.

Contingent Events -- You may apply for the
option if either of the following
contingent events occurs:

1. A final divorce decree has been
issued with respect to the marriage
of the joint insureds. The joint
insureds must have been married to
each other when this policy was
issued.

2. A change to federal estate tax provisions of the Internal Revenue Code of
1986, as amended, ("IRC") has occurred which results in either a. or b.
below:

a. IRC Section 2056(a), or its successor, is amended so as to eliminate or
reduce the federal estate tax unlimited marital deduction.

b. IRC Section 2001, or its
successor, is amended so that
the federal estate tax rates
are reduced. The reduction must
be such that the amount of
federal estate tax that would
be due at the death of the
survivor is 50% or less of the
tax that would have been due
before the change to the IRC.

We will not notify you of any tax law
changes that may affect this policy.

A policy split may have tax consequences.
You should consult a qualified tax
advisor.

Effective Date -- If we approve the
exchange, the effective date of the new
policies will be the date we approve the
exchange. The policy date of the new
policies will also be the date we approve
the exchange.

Application -- To apply for this option,
you must notify our administrative office
in writing within 6 months of the date
that either of the contingent events
occurs. In the case of events involving
changes to the Internal Revenue Code, the
6 months will be counted from the date the
change in the law is effective.

1-17911101 PAGE 27

<PAGE>

We must also receive all of the following
in order to process the exchange:

1. The release of any lien against or
assignment of this policy. However,
you may instead submit written
approval by the lienholders or
assignees of the exchange of policies
in a form satisfactory to us with
such other documents as we may
require.

2. Evidence of insurability, satisfactory to us, from each joint insured that
is covered under a new policy.

3. This policy.

4. A policy change application
indicating your request to exercise
this option and your request to
surrender this policy.

5. A copy of the final divorce decree, if applicable.

6. Payment of any amount due for the exchange, if applicable.

The application for this policy and the
policy change application will be
considered to be the application for each
new policy.

New Policy -- The exchange must be to a
flexible premium adjustable life plan, on
a form designated by us for such purpose.
We will have at least one form available
for exchanges. Each new policy issued will
be based on the sex, age, class of risk
and smoking status of the applicable joint
insured as of the date of the exchange.
The premiums for each new policy will be
based on our published rates in effect on
the date of the request to split this
policy. Riders that form a part of this
policy, and any new riders requested, will
become a part of each new policy only if
we agree to provide them on the date of
the exchange. Each new policy will take
effect immediately upon termination of
this policy. Under no circumstances will
we pay a death benefit under both this
policy and the new policy.

Loans and Assignment -- Any policy loan
will be divided and transferred on a
proportionate basis to each new policy. If
there is an assignment on this policy and
you want to carry that assignment over to
the new policy, you will have to execute a
new assignment.

Exchange Adjustments -- The following
adjustments may be made at the time of the
exchange:

1. If you receive a new policy on each
joint insured for 50% of the face
amount of this policy and this policy
is in the surrender penalty period,
we will waive the surrender penalty
applicable to this policy.

2. If you receive a new policy on either
joint insured for less than 50% of
the face amount of this policy and
this policy is still in the surrender
penalty period, we will deduct a
surrender penalty from the
accumulation value less any loans not
applied to the new policy. We will
also deduct a proportionate portion
of any loans not applied to the new
policy from any cash value that we
may distribute.

3. If you receive a new policy on only
one joint insured and this policy is
still in the surrender penalty
period, we will deduct a surrender
penalty from the portion of the
accumulation value not transferred to
the new policy, less any
proportionate portion of the loans
attributable to that joint insured.

1-17911101 PAGE 28

<PAGE>

4. The minimum initial premium for a new policy will be equal to:

a. the cumulative total of the required annual premiums applicable to the new
policy for the number of years that this policy was in force; minus

b. the total accumulation value transferred to the new policy, less any
outstanding loans.

The minimum initial premium will be
applied to the new policy as a gross
premium.

Surrender Penalty Period -- Any surrender
penalty period in the new policy will
begin on the policy date of the new
policy.

Evidence of Insurability -- When you
exercise this option, we will require
evidence of insurability, satisfactory to
us, from each joint insured who is covered
under a new policy.

Ownership -- The owner of a new policy
will be the same as the owner of this
policy, unless otherwise provided in the
application for the new policy. If the
owner of this policy will not be the owner
of a new policy, you must complete a
transfer of ownership form. We may also
require that the owner of a new policy
provide us with evidence of insurable
interest in the life of the applicable
joint insured.

Suicide and Incontestability -- If we
approve the exchange, the period for which
the joint insureds were covered prior to
the date of the exchange will be used to
offset the time period for any suicide
exclusion and incontestability provision
under a new policy.

Beneficiary -- The beneficiary of a new
policy will be the same as the beneficiary
of this policy, unless otherwise provided
in the application for the new policy. If
the beneficiary of this policy will not be
the beneficiary of a new policy, you must
complete a change of beneficiary form. We
may also require that any new beneficiary
provide us with evidence of insurable
interest in the life of the applicable
joint insured.

Termination of Option -- This option
terminates on the earliest of the following:

1. The date of the first death.

2. The date you elect to exchange this
policy under the Guaranteed Exchange
Option provision or the Guaranteed
Policy Split Option Rider (if this
rider forms a part of the policy).

3. The date this policy is changed to paid-up insurance, if applicable.

4. The date this policy is surrendered or terminated.

5. The date this policy lapses under the Grace Period provision.

Misstatement of Age or Sex -- We will
follow these rules:

1. If a misstatement of either joint
insured's age or sex is found before
this option is exercised and this
policy's death benefit is reduced as
a result, the face amount of each new
policy will be based on the adjusted
face amount of this policy.

1-17911101 PAGE 29

<PAGE>

Policy Changes -- If the face amount of
this policy is changed for any reason, we
will proportionately change the benefit
amount of the option.

POSTPONEMENT We may postpone transactions involving the separate
account during any period when:

OF TRANSFERS

1. trading on the New York Stock Exchange is restricted as determined by the
Securities and Exchange Commission, or the New York Stock Exchange is
closed for days other than weekends or holidays;

2. the Securities and Exchange Commission has allowed or ordered the
suspension described in 1. above; or

3. the Securities and Exchange Commission has determined an emergency exists
such that disposal of mutual fund securities or valuation of assets is not
reasonably practical.

Transactions involving the separate account
include the following, to the extent the
amounts of the transactions come from the
portion of the accumulation value in the
separate account:

1. Transfers between or among sub-accounts.

2. Transfers to or from the separate account.

3. Policy loans.

4. Partial or full surrenders.

5. Death benefit payments.

PAYMENT OF CASH VALUE AND LOANS We may delay paying
you any portion of a partial or full
surrender that comes from the accumulation
value of the fixed account for up to six
months after we receive your written
request for the surrender.

We may delay making a loan to you to the
extent that the loan is deducted from the
portion of the accumulation value in the
fixed account for up to six months after we
receive your written request for the loan.
We will not delay any loan made to pay
premiums due us on any policy.

POLICY STATEMENTS We will send you a statement at least once a year,
without charge, showing the face AND ILLUSTRATIONS amount; accumulation
value; cash value; loans; partial surrenders; surrender penalty

free withdrawals; premium qualification
credits; premiums paid; and charges as of
the statement date. The statement will also
include summary information about the
portions of the accumulation value in the
fixed account, the sub-accounts and the
loan account. We may include additional
information.

Upon written request at any time we will
send you an illustration of your policy's
benefits and values. There will be no
charge for the first such illustration in
each policy year. We reserve the right to
charge a fee up to $25 for any illustration
after the first in any policy year.

1-17911101 PAGE 30

<PAGE>

BASIS OF COMPUTATION The guaranteed cash values of the fixed account are
not less than the minimum values required by the jurisdiction in which the
application for this policy was signed. The guaranteed cash values are
equal to the accumulation value based on the guaranteed monthly deductions
and the guaranteed maximum interest rate shown in the Policy Data, less any
surrender penalty. The guaranteed cash values only apply to that portion of
the cash values that are in the fixed account.

Calculation of minimum cash values and
nonforfeiture benefits are based on the
Commissioners 1980 Standard Ordinary, Sex
Distinct, Smoker Distinct, Ultimate
Mortality Table, age nearest birthday.
Deaths are assumed to occur at the end of
the policy year.

As required, we have filed the method we
used to compute minimum cash values and
nonforfeiture benefits with the supervisory
official of the jurisdiction in which the
application for this policy was signed.

GENERAL PROVISIONS Incontestability of the Policy
-- Except for fraud or nonpayment of
premiums, this policy will be incontestable
with respect to either joint insured after
it has been in force during the lifetime of
that joint insured for two years from the
date of issue. This provision does not
apply to any rider providing benefits
specifically for disability or death by
accident.

We must be notified of the first death if
it occurs during the first two years the
policy is in force. If the policy is
rescinded for any contestable reason (e.g.
material misrepresentation), we will be
liable only for the amount of premiums
paid, less any partial surrenders and any
outstanding loans and loan interest due.
The policy will be rescinded as of the
policy date.

Amount We Pay is Limited in the Event of
Suicide -- If either joint insured dies by
suicide (while sane or insane) within two
years from the date of issue, we will be
liable only for the amount of premiums
paid, less any partial surrenders,
surrender penalty free withdrawals, loans
and loan interest due. The policy will be
rescinded as of the policy date.

Misstatement of Age or Sex in the
Application -- If there is a misstatement
of both or either joint insured's age or
sex in the application, we will adjust the
excess of the death benefit over the
accumulation value to that which would be
purchased by the most recent monthly
deduction at the correct age or sex. There
will be no adjustment beyond exact age 100.

This Policy is Our Contract with You -- We
have issued this policy in consideration of
the application and your initial premium
payment. A copy of the application is
attached and is a part of this policy. The
policy, including the application and any
endorsements and riders, forms our contract
with you. All statements made by or for a
joint insured will be considered
representations and not warranties. We will
not use any statement made by or for a
joint insured to deny a claim unless the
statement is in the application and the
application is attached to this policy when
we issue or deliver it.

Who Can Make Changes in the Policy -- Only
our president or a vice president together
with our secretary have the authority to
make any change in this policy. Any change
must be in writing.

1-17911101 PAGE 31

<PAGE>

Termination of Insurance -- This policy
will terminate at the earliest of:

1. The date we receive your written request to surrender or terminate.

2. The date the policy is exchanged under the Guaranteed Exchange Option
provision, the Option to Split the Policy provision or the Guaranteed
Policy Split Option Rider (if this rider forms a part of the policy).

3. The date of lapse.

No Dividends are Payable -- This is
nonparticipating insurance. It does not
participate in our profits or surplus. We
do not distribute past surplus or recover
past losses by changing the monthly
deduction rates.

SETTLEMENT When the survivor dies while the policy is in force, we will pay
the death benefit PROVISIONS in a lump sum unless you or the beneficiary
choose a settlement option. You may choose a settlement option while the
survivor is living. The beneficiary may choose a settlement option after
the survivor has died. The beneficiary's right to choose will be subject to
any settlement agreement in effect at the survivor's death.

You may also choose one of these options as
a method of receiving any surrender
proceeds that are available under this
policy. Settlement options are paid from
our general account and are not based on
the investment experience of the separate
account.

When we receive a satisfactory written
request, we will pay the benefit according
to one of these options:

Option A: Installments for a Guaranteed
Period -- We will pay equal installments
for a guaranteed period of from one to
thirty years. Each installment will consist
of part benefit and part interest. We will
pay the installments monthly, quarterly,
semi-annually or annually, as requested.
See Table A on the last page.

Option B: Installments for Life with a
Guaranteed Period -- We will pay equal
monthly installments as long as the
designated individual is living, but we
will not make payments for less than the
guaranteed period the payee chooses. The
guaranteed period may be either 10 years or
20 years. We will pay the installments
monthly. See Table B on the last page.

Option C: Benefit Deposited with Interest
-- We will hold the benefit on deposit. It
will earn interest at the annual interest
rate we are paying as of the date of the
survivor's death or the date you surrender
this policy. We will not pay less than 2
1/2% annual interest. We will pay the
earned interest monthly, quarterly,
semi-annually or annually, as requested.
The payee may withdraw part or all of the
benefit and earned interest at any time.

Option D: Installments of a Selected Amount
-- We will pay installments of a selected
amount until we have paid the entire
benefit and accumulated interest.

Option E: Annuity -- We will use the
benefit as a single premium to buy an
annuity. The annuity may be payable to one
or two designated individuals. It may be
payable for life with or without a
guaranteed period, as requested. The
annuity payment will not be less than what
our current annuity contracts are then
paying.

1-17911101 PAGE 32

<PAGE>

General: The payee may arrange any other
method of settlement as long as we agree to
it. There must be at least $10,000
available for any option. The amount of
each installment must be at least $100. If
the benefit amount is not enough to meet
these requirements, we will pay the benefit
in a lump sum.

Installments that depend on the designated
individual's age are based on age nearest
birthday on the date of the survivor's
death or the date you surrender this
policy. If the net death benefit is
payable, the settlement option will start
on the date of the survivor's death. If you
surrender this policy, the settlement
option will start on the date we receive
your written surrender request.

We will pay the first installment under any
option on the date of the survivor's death
or the date you surrender this policy. Any
unpaid balance we hold under Options A, B
or D will earn interest at the rate we are
paying at the time of settlement. We will
not pay less than 3% annual interest. Any
benefit we hold will be combined with our
general account.

If the payee does not live to receive all
guaranteed payments under Options A, B or D
or any amount deposited under Option C
(plus any accumulated interest), we will
pay the remaining benefit as scheduled to
the payee's estate. If the designated
individual does not live to receive all
guaranteed payments under Option E, we will
pay the remaining benefit as scheduled to
the payee's estate. The payee may name and
change a successor payee for any amount we
would otherwise pay the payee's estate.

1-17911101 PAGE 33

<PAGE>

TABLE A

Installments for Each $1,000 Payable under Option A

--------------------------------------------------------------------------------------------------------------------------------
Multiply the Monthly Installment by 11.83895 for Annual, by 5.96322 for Semi-Annual, or by 2.99263 for Quarterly Installments
--------------------------------------------------------------------------------------------------------------------------------
----------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Guaranteed Monthly Guaranteed Monthly Guaranteed Monthly
Period (Yrs.) Installment Period (Yrs.) Installment Period (Yrs.) Installment
----------------------- -------------------- -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
1 $84.47 11 $8.86 21 $5.32
2 42.86 12 8.24 22 5.15
3 28.99 13 7.71 23 4.99
4 22.06 14 7.26 24 4.84
5 17.91 15 6.87 25 4.71

6 15.14 16 6.53 26 4.59
7 13.16 17 6.23 27 4.48
8 11.68 18 5.96 28 4.37
9 10.53 19 5.73 29 4.27
10 9.61 20 5.51 30 4.18
--------------------------------------------------------------------------------------------------------------------------------

TABLE B

Monthly Installment for Each $1,000 Payable under Option B

---------------------------------------------------------------------------------------------------------------------------------
Male Designated Individual

---------------------------------------------------------------------------------------------------------------------------------
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
Guaranteed Period Guaranteed Period Guaranteed Period Guaranteed Period Guaranteed Period
Age 10 Yrs. 20 Yrs. Age 10 Yrs. 20 Yrs. Age 10 Yrs. 20 Yrs. Age 10 Yrs. 20 Yrs. Age 10 Yrs. 20 Yrs.
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
11 $2.90 $2.89 26 $3.20 $3.19 41 $3.77 $3.71 56 $4.92 $4.59 71 $7.27 $5.42
12 2.91 2.91 27 3.22 3.21 42 3.82 3.76 57 5.03 4.66 72 7.48 5.45
13 2.93 2.92 28 3.25 3.24 43 3.88 3.81 58 5.15 4.73 73 7.68 5.46
14 2.94 2.94 29 3.28 3.27 44 3.94 3.86 59 5.27 4.80 74 7.88 5.48
15 2.96 2.96 30 3.31 3.30 45 4.00 3.91 60 5.40 4.87 75 8.08 5.49

16 2.98 2.97 31 3.34 3.33 46 4.07 3.97 61 5.53 4.94 76 8.27 5.50
17 3.00 2.99 32 3.38 3.36 47 4.14 4.02 62 5.68 5.00 77 8.46 5.50
18 3.01 3.01 33 3.41 3.39 48 4.21 4.08 63 5.83 5.07 78 8.63 5.51
19 3.03 3.03 34 3.45 3.43 49 4.28 4.14 64 5.98 5.13 79 8.79 5.51
20 3.05 3.05 35 3.49 3.46 50 4.36 4.20 65 6.15 5.18 80 8.94 5.51

21 3.08 3.07 36 3.53 3.50 51 4.44 4.26 66 6.32 5.24 81 9.07 5.51
22 3.10 3.09 37 3.57 3.54 52 4.53 4.32 67 6.50 5.28 82 9.18 5.51
23 3.12 3.11 38 3.62 3.58 53 4.62 4.39 68 6.68 5.33 83 9.28 5.51
24 3.14 3.14 39 3.67 3.62 54 4.71 4.46 69 6.88 5.36 84 9.36 5.51
25 3.17 3.16 40 3.72 3.67 55 4.81 4.52 70 7.07 5.40 85 9.42 5.51
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------

---------------------------------------------------------------------------------------------------------------------------------
Female Designated Individual

--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
Guaranteed Period Guaranteed Period Guaranteed Period Guaranteed Period Guaranteed Period
Age 10 Yrs. 20 Yrs. Age 10 Yrs. 20 Yrs. Age 10 Yrs. 20 Yrs. Age 10 Yrs. 20 Yrs. Age 10 Yrs. 20 Yrs.
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
11 $2.83 $2.83 26 $3.08 $3.07 41 $3.54 $3.52 56 $4.51 $4.35 71 $6.73 $5.36
12 2.84 2.84 27 3.10 3.10 42 3.59 3.56 57 4.61 4.42 72 6.94 5.40
13 2.86 2.85 28 3.12 3.12 43 3.63 3.60 58 4.71 4.50 73 7.16 5.43
14 2.87 2.87 29 3.15 3.14 44 3.68 3.65 59 4.82 4.57 74 7.38 5.48
15 2.88 2.88 30 3.17 3.17 45 3.73 3.69 60 4.94 4.65 75 7.60 5.47

16 2.90 2.90 31 3.20 3.19 46 3.78 3.74 61 5.06 4.72 76 7.82 5.48
17 2.91 2.91 32 3.23 3.22 47 3.84 3.79 62 5.19 4.80 77 8.04 5.49
18 2.93 2.93 33 3.26 3.25 48 3.90 3.85 63 5.33 4.88 78 8.25 5.50
19 2.95 2.94 34 3.29 3.28 49 3.96 3.90 64 5.47 4.95 79 8.45 5.51
20 2.96 2.96 35 3.32 3.31 50 4.03 3.96 65 5.63 5.02 80 8.64 5.51

21 2.98 2.98 36 3.35 3.34 51 4.10 4.02 66 5.79 5.09 81 8.82 5.51
22 3.00 2.99 37 3.39 3.37 52 4.17 4.08 67 5.96 5.15 82 8.97 5.51
23 3.02 3.01 38 3.42 3.41 52 4.25 4.14 68 6.14 5.21 83 9.11 5.51
24 3.04 3.03 39 3.46 3.44 54 4.33 4.21 69 6.33 5.27 84 9.23 5.51
25 3.06 3.05 40 3.50 3.48 55 4.42 4.28 70 6.53 5.32 85 9.32 5.51
---------------------------------------------------------------------------------------------------------------------------------
Ages younger than 11 are the same as shown for age 11, and ages older than 85
are the same as shown for age 85.

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

1-17911101 PAGE 34
Transamerica Occidental Policy Form TSSL-VUL
Life Insurance Company Individual Life Insurance
1150 South Olive Street
Los Angeles, CA 90015

</TABLE>

Joint and Last Survivor
Variable Universal Life Insurance

Minimum Premium Requirement
for the First Five Policy Years

Flexible Premiums Payable Thereafter During
Life of the Survivor of the Joint Insureds

Subject to the Limitations Described
in the Premiums Provision

Death Benefit Payable at Death of Survivor

Nonparticipating - No Annual Dividends

1-17911101
<PAGE>
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

ACCELERATED DEATH BENEFIT OPTION ENDORSEMENT

<PAGE>

Transamerica Occidental Life Insurance Company has issued this endorsement as a
part of the policy to which it is attached.

NOTICE: Benefits paid under this option may be taxable. As with all tax matters,
you should consult a personal tax advisor to assess the impact of this benefit
on you and the policy.

If the survivor is diagnosed with a terminal illness while this policy is in
force, we will pay an accelerated death benefit to you (upon your request)
subject to all the provisions and limitations of this endorsement.

DEFINITIONS

In this endorsement:

Accelerated Death Benefit is an amount we pay under this option.

Administrative Fee is the $250.00 that we will charge at the time an accelerated
death benefit is paid.

Effective Date is the date we approve your written request to exercise this
option.

Immediate Family Members are individuals related to you or the joint insureds
including: legal or common law spouse and children, stepchildren, parents,
grandparents, grandchildren, brothers, sisters and their legal or common law
spouses.

Physician is an individual other than you, the survivor or an immediate family
member who is a doctor of medicine or osteopathy, licensed in the jurisdiction
in which the advice is given or diagnosis is made and who is acting within the
scope of that license.

Policy Basic Death Benefit means the death benefit provided by the policy, any
policy layer, any Supplemental Adjustable Life Insurance Rider and any level
term rider on the life of the survivor. It does not include any death benefit
provided by any other riders or benefits attached to the policy.

1-005 84-101

Policy Charges means any monthly deductions, any surrender charges or surrender
penalties, or any other charges specified in the policy.

Survivor means only the survivor of the joint insureds covered under the policy
and not any other individuals covered for additional riders or benefits.

Terminal Illness is a medical condition that results from bodily injury or
disease (or both) and:

1. which has been diagnosed by a physician after the issue date of the policy;

2. for which such diagnosis is supported by clinical, radiological, laboratory
or other evidence of the medical condition that is satisfactory to us.

3. which is not curable by any means available to the medical profession; and

4. which a physician certifies is expected to result in death within 12 months
of diagnosis and the certification is within 30 days of the date you
request the accelerated death benefit.

LIMITATIONS

1. The availability of this option is subject to all the terms of the policy,
including the Incontestability and Suicide provisions.

2. We will not pay an accelerated death benefit if terminal illness results
from intentionally self-inflicted injury(ies) at any time.

3. At each request to exercise this option, there must be at least 2 years
remaining from the effective date to the expiry or maturity date of each
portion of the policy basic death benefit.

4. You may not exercise this option if you are required by law to use the
accelerated death benefit:

a. to meet the claims of creditors, whether in bankruptcy or otherwise; or

b. in order to apply for, obtain or otherwise keep a government benefit or
entitlement.

Page 1

<PAGE>

5. This option is not available if the maximum accelerated death benefit has
been paid.

6. The face amount of the policy on which this option is exercised must be at
least $50,000 at the time of the first written request.

AMOUNT OF THE

ACCELERATED DEATH BENEFIT

1. You may request an accelerated death benefit payment in any amount, subject
to the following minimum and maximum. The minimum accelerated death benefit
allowed will be $10,000. The maximum accelerated death benefit allowed for
all policies issued by us combined covering the survivor will be the lesser
of $250,000 or 75% of the combined policy basic death benefit for those
policies as of the first accelerated death benefit payment. If the first
accelerated death benefit payment is less than the maximum, no more than
the remaining balance of the maximum will be paid out later as an
accelerated death benefit.

2. If there is an outstanding loan on the policy, the accelerated death
benefit payment may be reduced to repay a proportionate amount of the
policy loan.

3. If the policy is in the grace period at the time we pay the accelerated
death benefit, we will deduct any unpaid premium in accordance with the
grace period provision in the policy.

4. We will deduct a $250.00 administrative fee from each accelerated death
benefit payment.

PREMIUM

Premium billing and premium payment requirements will continue, subject to the
adjustments described below.

EFFECT OF THE ACCELERATED DEATH BENEFIT PAYMENT ON THE POLICY

After an accelerated death benefit is paid, the policy and any riders and
benefits will remain in force subject to the following adjustments:

1. The policy basic death benefit will be equal to the amount of the policy
basic death benefit before the payment of the accelerated death benefit
minus the result of multiplying a by b, where:

1-005 84-101

a. is the amount of the accelerated death benefit; and

b. is 1 (one) plus an interest rate that is the greater of:

i. the current yield of 90 day treasury bills; or

ii. the policy loan effective interest rate.

2. The adjustment to the policy will be proportional to the amount of the
accelerated death benefit. The policy basic death benefit, and, if
applicable, the policy's face amount, accumulation value, cash value,
policy loan, and required premium will be adjusted as of the effective
date. The adjustments to the policy basic death benefit will be made in the
following order: (a) any level term rider(s) on the survivor, beginning
with the most recent rider; (b) any policy layer(s), beginning with the
most recent layer; and (c) remaining portions of the policy basic death
benefit. New policy charges and premiums will be based on the rates in
effect for the policy's resulting face amount.

3. We will provide new policy data pages showing the reduced face amount
resulting from the accelerated death benefit payment.

EXERCISING THE OPTION

We must receive a written request to exercise this option at our home office or
our designated administrative office within 30 days after the certification of
diagnosis of the terminal illness, or as soon as reasonably possible. The
request should include the name of the survivor and the policy number and it
must be signed and dated by you.

If the policy has an irrevocable beneficiary, the irrevocable beneficiary must
also sign the request. If the policy is assigned, we must receive a completed
and signed release of assignment. If the policy was issued in a community
property state, we may require your spouse to sign the request.

Page 2

<PAGE>

PROOF OF TERMINAL ILLNESS

We must receive written proof of the survivor's terminal illness before we make
an accelerated death benefit payment. This proof must include a physician's
certification acceptable to us. We may request additional medical information
from the physician submitting the certification, or any other physician that we
consider qualified.

PHYSICAL EXAMINATION

We reserve the right to obtain additional medical opinions and to have the
survivor examined at our expense while a claim is pending.

TIME OF PAYMENT OF CLAIMS

After we receive satisfactory written proof of the survivor's terminal illness,
we will pay the accelerated death benefit due.

PAYMENT OF CLAIMS

If we approve your request, we will pay the accelerated death benefit in a lump
sum to you. If the survivor dies before payment is made, we will pay the entire
death benefit of the policy to the beneficiary in accordance with the policy
provisions.

LEGAL ACTIONS

You may not bring any legal action to recover the payment requested under this
option:

1. within 60 days after the date you give us written proof of the survivor's
terminal illness; or

2. more than 3 years after the date you give us written proof of the
survivor's terminal illness.

TAX QUALIFICATION

Any amount payable under this option is intended to qualify for federal income
tax exclusion to the maximum extent possible. To that end, the provisions of
this endorsement and the policy will be interpreted to ensure or maintain such
tax qualification, regardless of any other provisions to the contrary. We
reserve the right to amend this endorsement and the policy to reflect any
clarifications that may be needed or are appropriate to maintain such
qualification, or to conform this endorsement and the policy to any applicable
changes in the tax qualification requirements. We will send you a copy of any
amendment(s).

<PAGE>

Signed for Transamerica Occidental Life Insurance Company at Los Angeles,
California, and effective on the date of issue of the policy to which this
endorsement is attached.

Executive Vice President, General Counsel President and CEO
And Corporate Secretary

1-005 84-101 PAGE 3

<PAGE>

AUTOMATIC PREMIUM LOAN ENDORSEMENT

(for policies that have a required annual premium)

<PAGE>

Transamerica Occidental Life Insurance Company has issued this endorsement as a
part of the policy to which it is attached.

If any portion of the required annual premium remains unpaid at the end of the
grace period, we will make an automatic premium loan, subject to the following:

1. The policy must have enough net cash value to pay both the required annual
premium due and the interest due on the automatic premium loan. If the
policy does not have enough net cash value to pay both the required annual
premium due and the interest due on the automatic premium loan, the policy
will lapse (subject to the Nonforfeiture provision).

2. We will deduct the automatic premium loan and the interest due on it from
your investment options on a pro-rata basis. We will allocate the
automatic premium loan to your investment options according to the most
recent premium allocation election we have received from you. We will
transfer the automatic premium loan and the interest due on it to the loan
account.

The automatic premium loan and the interest due it will be effective on
the last day of the grace period if that day is a valuation date. If the
last day of the grace period is not a valuation date, the automatic
premium loan and the interest due on it will be effective on the next
valuation date.

3. The automatic premium loan will be subject to all sections of this policy
that pertain to policy loans.

This endorsement will terminate at the end of the required annual premium
period.

<PAGE>

Signed for Transamerica Occidental Life Insurance Company at Los Angeles,
California, and effective on the date of issue of the policy to which this
endorsement is attached.

Executive Vice President, General Counsel President
And Corporate Secretary

1-002 65-101

<PAGE>

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

ENDORSEMENT TO MODIFY GRACE PERIOD

<PAGE>

Transamerica Occidental Life Insurance Company has issued this endorsement as
part of the policy to which it is attached.

While the policy is in force and subject to the terms of this endorsement, the
policy will not enter its grace period.

DEFINITIONS

In this endorsement:

Grace Period is the 60 day period starting on a monthly policy date or policy
anniversary, as described in the policy.

Net Deposits mean the total premiums paid, less the sum of any premium refunds,
partial surrenders, and surrender penalty free withdrawals since the policy
date. In calculating the net deposits, premium paid in a policy year prior to
the policy year in which the select monthly premium is due will reflect a time
value of money at 4 percent per annum.

Select Monthly Premium is the amount you must pay each month during the select
period to maintain this endorsement. This amount is shown in the Policy Data.
This amount may be paid cumulatively in advance.

Select Period is the period this endorsement is in effect. This period is shown
in the Policy Data.

We means Transamerica Occidental Life Insurance Company.

You means the Owner.

HOW IT WORKS

During the select period, the policy will not enter its grace period due to lack
of policy value if: (1) there is no outstanding loan; and (2) the select monthly
premium requirement has been met. The select monthly premium requirement will be
met if, at the start of each policy month, the net deposits equal or exceed the
cumulative select monthly premiums due since the policy date.

If the preceding requirements are met, the Grace Period provision will be
modified so that the base policy and this endorsement, and, if applicable, any
layers, Supplemental Adjustable Life Insurance Rider, Full Death Benefit Rider
and waiver provision will remain in effect. All other riders will be terminated.
Any conversion privilege included in those terminated riders may be exercised at
that time.

We will continue to deduct the monthly deductions from the policy accumulation
value as they come due.

WAIVER PROVISION

If the policy contains a waiver provision benefit and a disability claim is
approved while this endorsement is effective, the select monthly premium will be
waived. The select monthly premium will be waived for the same length of time
that the policy is on waiver. Any waiver of a select monthly premium is subject
to the terms of this endorsement. The select period will not be extended.

POLICY CHANGES

If a requested increase or decrease in the face amount of the policy is
processed during the select period, the select monthly premium will be adjusted
from that point forward. The select period will not be adjusted.

AUTOMATIC TERMINATION

This endorsement will automatically terminate upon the first of the following to
occur:

1. The select monthly premium requirement is not met;

2. the select period has ended;

3. the death benefit option on the policy has been changed from Option 1 to
another option; or

4. the policy terminates for any reason.

<PAGE>

1-006 58-101
Page 1

Page 1

REINSTATEMENT

If this endorsement terminates solely due to the select monthly premium
requirement not being met, you may reinstate this rider within 30 days of the
termination date.

To reinstate the rider, you must, within 30 days from the termination date:

1. Request reinstatement of the rider in writing.

2. Pay us the necessary premium to reinstate the rider.

The necessary premium to reinstate the rider is equal to:

1. the difference between the cumulative select monthly premiums due and the
net deposits as of the termination date; plus

2. two select monthly premiums, or if less, the select monthly premiums due to
the end of the select period.

Reinstatement of this rider will be subject to all other provisions of this
rider.

<PAGE>

Signed for Transamerica Occidental Life Insurance Company at Los Angeles,
California, and effective on the date of issue of the policy to which this
endorsement is attached.

Executive Vice President, General Counsel President and CEO
And Corporate Secretary

1-006 58-101 Page 2

<PAGE>

ESTATE PROTECTION RIDER

<PAGE>

Transamerica Occidental Life Insurance Company has issued this rider as part of
the policy to which it is attached.

Benefit -- While this rider is in force, subject to the conditions and
restrictions of this rider, we will pay an amount equal to the rider amount to
the Beneficiary, in addition to the Death Benefit payable under the policy at
the Survivor's death, upon receiving proof that the Survivor's death occurred
before the expiry date of the rider. The Rider Amount and the Expiry Date of the
rider are shown on the Policy Data Page.

Rider Premium -- We show the maximum monthly deduction rates for this rider in
the table of guaranteed maximum monthly deduction rates per thousand in the
policy data. Each month, we will take monthly deduction for this rider as part
of the total monthly deduction from the policy's accumulation value.

Grace Period -- This rider is subject to the Grace Period provision of the
policy.

Simultaneous Deaths of the Joint Insureds -- If the Joint Insured"s die
simultaneously, the insurance provided by this rider will be payable as though
the older Joint Insured died first.

Suicide and Incontestability -- This rider is subject to the Suicide and
Incontestability provisions of the policy.

Reinstatement of the Rider -- If the policy and rider lapse, you may reinstate
the rider before its expiry date, at the same time the policy is reinstated. We
will, however, require acceptable proof of insurability on both Joint Insureds.

No Cash Value or Dividends -- This rider does not have cash value, and does not
participate in our profits or surplus.

Beneficiary -- The beneficiary of the rider will be the same as the policy.

Termination of Rider -- This rider terminates on the earliest of the following
dates:

1. The Expiry Date of this rider which is shown on the Policy Data;

2. The date of the Survivor's death while this rider is in force;

3. The date the policy is surrendered;

4. The date the policy lapses;

5. The date the policy is changed to paid-up insurance;

6. The date the Policy is exchanged under the Guaranteed Policy Split Option
Rider or the Option to Split the Policy provision of the policy;

7. The date we receive your written request to terminate this rider.

Consideration -- We have issued this rider in consideration of the application
and payment of the initial premium. A copy of the application is attached to the
policy. The premium for this rider is shown in the policy data and is payable as
provided in the policy until the rider terminates.

<PAGE>

Signed for the Company at Los Angeles, California on the date of issue of this
policy.

Executive Vice President, General Counsel President and CEO
And Corporate Secretary

1-054 11-196

<PAGE>

FULL DEATH BENEFIT RIDER

<PAGE>

Transamerica Occidental Life Insurance Company has issued this rider as part of
the policy to which it is attached. It is subject to all the provisions,
definitions, and conditions of the policy that do not conflict with this rider.
In case of conflict between the policy and this rider, the rider will control.

DEFINITIONS

In this rider:

Age as used in this rider means the Insured's Age, or Exact Age, if any, as
defined in the policy.

The Insured under this rider means the Insured, or Joint Insureds, if any, as
defined in the policy.

The Monthly Deduction for this rider is an amount we withdraw from the policy's
accumulation value at the beginning of each policy month.

Reinstate means to restore coverage after the policy and this rider have lapsed.

DEATH BENEFIT

The purpose of this rider is to continue beyond the policy anniversary nearest
Age 100 until the Maturity Date, the death benefit as determined on the day
before the policy anniversary nearest Age 100. This death benefit is subject to
adjustments after Age 100 for misstatement of age, sex or gender. We will also
reduce the death benefit after Age 100 by any outstanding loans.

To achieve this purpose, this rider will delete certain language from the
policy, and insert new language.

In the Death Benefit Option provision, the following, as applicable, is deleted
from the policy:

a) Beginning with the policy anniversary nearest age 100, the death benefit
will be: the death benefit factor multiplied by the total accumulation
values of the base policy and any layers in effect as of the date of the
current policy month; or

b) Beginning with the policy anniversary nearest Exact Age 100, the death
benefit will be: the death benefit factor multiplied by the total
accumulation value of the base policy as of the current policy month.

In the Death Benefit Option provision, the following is added to the policy:

Beginning with the policy anniversary nearest Age 100, the death benefit will be
the death benefit as defined and determined by the policy on the day before the
policy anniversary nearest Age 100. The death benefit will be subject to the
adjustments and conditions stated in this rider. We will reduce the death
benefit by any existing loans. The death benefit will be subject to adjustment
for misstatement of age or sex or gender, as applicable.

MISSTATEMENT OF AGE OR SEX

OR GENDER

The following sentence, as applicable, is deleted from the policy:

a) In the Misstatement of Age or Sex in the Application provision of the
policy, the following sentence is deleted: "There will be no adjustment
beyond age 100."; or

b) In the Misstatement of Age or Sex in the Application provision of the
policy, the following sentence is deleted: "There will be no adjustment
beyond Exact Age 100. "; or

c) In the Misstatement of Age or Gender in the Application provision of the
policy, the following sentence is deleted: "There will be no adjustment
beyond age 100. "

REINSTATEMENT

This rider is subject to the Reinstatement provision of the policy.

RIDER MONTHLY DEDUCTIONS

We will take the monthly deduction for this rider starting on the policy
anniversary nearest Age 90. We will continue to take the monthly deduction for
this rider until the policy anniversary nearest Age 100.

The amount of the monthly deduction will be: $1.00 times .001, times the
difference between the death benefit and the accumulation value of the policy at
the beginning of the policy month.

<PAGE>

1-056 11-198 PAGE 1

<PAGE>

GENERAL PROVISIONS

Grace Period - This rider is subject to the Grace Period provision of the
policy.

Termination of Insurance -- This rider will terminate at the earliest of:

1. the date the Insured dies under an individual policy; or

2. the date the Survivor dies under a joint and last survivor policy; or

3. the date the policy lapses; or

4. the date the policy is continued under a nonforfeiture option; or

5. the date we receive your written request to surrender or terminate the
policy; or

6. the maturity date of the policy.

Consideration -- We have issued this rider in consideration of: (1) the
application; and (2) payment of the premium. A copy of the application is
attached to the policy.

<PAGE>

Signed for the Company at Los Angeles, California and effective on the date of
issue of the policy to which this rider is attached, unless a different date is
shown here.

Executive Vice President, General Counsel President
And Corporate Secretary

1-056 11-198 PAGE 2

<PAGE>

GUARANTEED POLICY SPLIT OPTION RIDER

<PAGE>

Transamerica Occidental Life Insurance Company has issued this rider as part of
the policy to which it is attached ("the Original Policy"). You do not pay any
separate premium for this rider.

Benefit. Subject to the conditions and restrictions of this rider, this benefit
provides you with an option ("the option") to apply for exchange of the Original
Policy for two individual policies, one on each of the Joint Insureds, upon the
occurrence of either of the contingent events listed below. An individual policy
issued in exchange for the Original Policy is referred to in this Rider as the
"New Policy". A New Policy may not exceed 50% of the face amount shown on page 2
of the data page of the Original Policy.

If both of the Joint Insureds receive a New Policy equal to 50% of the face
amount of the Original Policy, then the accumulation value and any outstanding
policy loans under the Original Policy will be divided and allocated equally to
each New Policy.

If either or both of the Joint Insureds receives a New Policy that is less than
50% of the face amount of the Original Policy, then the accumulation value and
any outstanding policy loans under the Original Policy will be divided and
allocated to each New Policy according to the split percentages of the face
amounts of the New Policies ("the pro rata portion").

If two New Policies are issued and the face amount of at least one of the New
Policies is less than 50% of the face amount of the Original Policy; or if a New
Policy on the life of only one of the Joint Insureds is issued, we will refund a
pro rata portion of the net cash value to you.

Contingent Events. You may apply for the option upon the occurrence of either of
the following contingent events.

1. A final divorce decree has been issued with respect to the marriage of
the Joint Insureds. The Joint Insureds must have been married to each
other when the Original Policy was issued.

2. A change to federal estate tax provisions of the Internal Revenue Code of
1986 ("IRC") has occurred which results in either (a) or (b):

(a) IRC Section 2056(a), or its successor, is amended so as to eliminate
or reduce the federal estate tax unlimited marital deduction.

(b) IRC Section 2001, or its successor, is amended so that the federal
estate tax rates are reduced. The reduction must be such that the
amount of federal estate tax that would be due at the death of the
Survivor is 50% or less of the tax that would have been due before
the change to the IRC.

The Company will not notify you, the owner(s), of any tax law changes which may
affect the Original Policy.

A policy split may have possible tax consequences. You should consult a
qualified tax advisor.

Effective Date. If we approve the exchange, the effective date of the exchange
will be the date the option is exercised.

Application. To apply for this option, the owner(s) must notify the
Administrative Office of the Company in writing within 6 months of the date that
either of the contingent events occurs. In the case of events involving changes
to the Internal Revenue Code, the 6 months will be counted from the date the
change in the law is effective.

We must also receive all of the following in order to process the exchange:

1. The release of any lien against or assignment of the Original Policy.
However, you may instead submit written approval by the lienholders or
assignees of the exchange of policies in a form satisfactory to us with
such other documents as we may require.

2. The Original Policy.

<PAGE>

1-093 11-196 PAGE 1

<PAGE>

3. A policy change application containing the request to exercise the option,
a request to surrender the Original Policy, and written consent of the
owner(s) to the exchange.

4. A copy of the final divorce decree, if applicable.

5. Payment of any amount due for the exchange, if applicable.

The application for the Original Policy and the policy change application will
be considered to be the application for each New Policy.

New Policy. The exchange must be to a flexible premium adjustable life plan, on
a form designated by the Company for such purpose. The Company will have at
least one form available for exchanges. Each New Policy issued will be based on
the sex, age, class of risk and smoking status of the applicable Joint Insured
as of the date the Original Policy was issued. The premiums for each New Policy
will be based on our published rates in effect on the date of the request to
split the Original Policy. Riders that form a part of the Original Policy, and
any new riders requested, will become a part of each New Policy only if the
Company agrees to provide them on the date of the exchange. Each New Policy will
take effect immediately upon termination of the Original Policy. Under no
circumstances will we pay a death benefit under both the Original Policy and the
New Policy on the same insured.

The policy date of the New Policy will be the same date as the policy date of
the Original Policy.

Loans and Assignment. Any policy loan will be divided and transferred on a pro
rata basis to each New Policy. If there is an assignment on the Original Policy
and you want to carry over that assignment to the New Policy, you will need to
execute a new assignment.

Exchange Adjustments. The following adjustments may be made at the time of the
exchange:

1. If one of the Joint Insureds does not receive a New Policy and the
Original Policy is still in the surrender penalty period, a pro rata
surrender penalty will be deducted from the portion of the accumulation
value, less any pro rata loans, attributable to that Joint Insured.

2. If one or both of the Joint Insureds receive a New Policy for less than
5O% of the face amount of the Original Policy and the Original Policy is
still in the surrender penalty period, we will deduct a pro rata surrender
penalty from the accumulation value less any loans not applied to the New
Policy. We will also deduct the pro rata portion of the loan not applied
to the New Policy from any cash value refunded.

3. If both Joint Insureds receive a new policy for 50% of the face amount of
the Original Policy, and the Original Policy is in the surrender penalty
period, we will waive the pro rata surrender penalty applicable to the
Original Policy.

4. The surrender penalty period, if any, of the new policy will be considered
to have begun on the issue date of the Original Policy.

5. The minimum initial premium for each New Policy will be equal to a one
time premium which is the cumulative total of the required annual premiums
applicable to the New Policy for the number of years that the Original
Policy was in force, less the total accumulation value transferred into
the New Policy, less any loans transferred into the New Policy.

This one time premium will be applied to the New Policy as a gross
premium.

Ownership. If the Joint Insureds are the owners of the Original Policy, each
will be the owner of the New Policy on his or her own life. If the owner of the
Original Policy is someone other than the Joint Insureds, the owner of the
Original Policy will be the owner of each New Policy. If the requested owner(s)
of either New Policy is different than that in the Original Policy, we will
require a transfer of ownership form completed by the owner(s) of the Original
Policy, and we may require evidence of insurable interest in the life of the
insured under the New Policy.

<PAGE>

1-093 11-196 PAGE 2

<PAGE>

Suicide and Incontestability. If we approve the exchange, the period for which
the Joint Insureds were covered prior to the date of the exchange will be used
to offset the time period for the suicide exclusion and incontestability
provision under the New Policies.

If the Original Policy is contested, subject to the incontestability provision
of the Original Policy, we will cancel this rider. If the Original Policy's
premiums are refunded under its Suicide exclusion, we will cancel this rider.

Grace Period. This rider is subject to the Grace Period provision of the
Original Policy.

Beneficiary. The beneficiary of the New Policies will be the same as the
Original Policy. If, however, the requested beneficiary(ies) on either New
Policy is different than in the Original Policy, we will require a change of
beneficiary form completed by the owner(s) of the Original Policy, and we may
require evidence of insurable interest in the life of the Insured under the New
Policy.

No Cash Value or Dividends. This rider does not have cash value, and does not
participate in our profits or surplus.

Termination of Rider. This rider terminates on the earliest of the following
dates:

1. the date of the First Death.

2. the date you elect to exchange the Original Policy under this rider or the
Option to Split the Policy provision of the Original Policy.

3. the date the Original Policy is changed to paid-up insurance.

4. the date the Original Policy is surrendered or terminated.

5. the date the Original Policy lapses under the Original Policy's grace
period provision.

Reinstatement of the Rider. If the Original Policy and rider lapse, you may
reinstate the rider at the same time the Original Policy is reinstated. We will,
however, require acceptable proof of insurability on both Joint Insureds.

Misstatement of Age. We will follow these rules:

1. If a misstatement of either Joint Insured's age is found before this
option is used and the Original Policy's death benefit is reduced as a
result, we will proportionately reduce the face amount of each New
Policy.

2. If a misstatement of either Joint Insured's age is found after this
option is used, the death benefit amount under the New Policy will be
subject to the Misstatement of Age provision of the New Policy.

Policy Changes. If the face amount of the Original Policy is changed for any
reason, we will proportionately change the benefit amount of the option.

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Signed for the Company at Los Angeles, California on the date of issue of this
policy.

Executive Vice President, General Counsel President and CEO
And Corporate Secretary

1-093 11-196 PAGE 3

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