FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIF INS SEP AC B, 485BPOS, 1997-05-19

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIF INS SEP AC B
485BPOS, 1997-05-19

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As filed with the Securities and Exchange Commission on May 19, 1997

Registration No. 2-98410
811-4328

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 17

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF A UNIT INVESTMENT TRUST
REGISTERED ON FORM N-8B-2
PURSUANT TO THE INVESTMENT
COMPANY ACT OF 1940

FIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE
(SEPARATE ACCOUNT B)
(Name of Trust)

FIRST INVESTORS LIFE INSURANCE COMPANY
(Name of Depositor)

95 Wall Street
New York, New York 10005
(Complete address of depositor's principal
executive offices)

Richard H. Gaebler
President
First Investors Life Insurance Company
95 Wall Street
New York, New York 10005
(Name and complete address of agent for service)

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

It is proposed that this filing will become effective on May 20, 1997 pursuant
to paragraph (b) of Rule 485.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously elected to register an indefinite number of securities under the
Securities Act of 1933. Registrant filed a Rule 24f-2 Notice for its fiscal year
ending December 31, 1996 on February 26, 1997.

<PAGE>

TABLE OF CONTENTS

TO FORM S-6

Contents of Post-Effective Amendment No. 17 to Registration Statement of First
Investors Life Level Premium Variable Life Insurance.

1. The Facing Page

2. The Undertaking to file reports

3. The Signature Page

4. Powers of Attorney

5. The following Exhibits:

99.Al Board Resolutions
99.A2 Safekeeping Agreement
99.A3A Underwriting Agreement
99.A3B Specimen Associate's Agreement
99.A3C Commission Schedule
99.A5 Specimen Variable Life Insurance Policy
99.A6 Declaration of Intention and Charter and By-laws of FIL

<PAGE>

The sole purpose of this Post-Effective Amendment No. 17 is to electronically
file certain exhibits previously filed with the Commission in paper format. The
Prospectus to this Post-Effective Amendment No. 17 has been filed with the
Commission on April 28, 1997 in Registrant's Post-Effective Amendment No. 16
(File No. 2-98410).

<PAGE>

EXHIBITS

1. (A - Form N-8B-2)

1. Resolution of Board of Directors Creating Separate Account

2. Safekeeping Agreement

3(a) Underwriting Agreement

3(b) Specimen Associate's Agreement

3(c) Commission schedule

4. Not Applicable

5. Specimen Variable Life Insurance Policy

6. Certificate of Incorporation, as amended, and By-Laws, as
amended, of First Investors Life Insurance Company

7. See (5) above

8. Not Applicable

9. Not Applicable

10. Not Applicable

2./1/ Opinion of Counsel

3. Not Applicable

4. Not Applicable

5. Not Applicable

- ----------
/1/ Incorporated by reference from Registrant's Rule 24f-2 Notice for its
fiscal year ended December 31, 1996 filed with the Commission on February
26, 1997.

<PAGE>

Undertaking To File Reports

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

Representation Regarding Reasonableness of
Aggregate Policy Fees and Charges
Pursuant to Section 26(a)(e)(2)(A) of the
Investment Company Act of 1940

First Investors Life represents that the fees and charges deducted
under the Policies described in this Registration Statement, in the aggregate,
are reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by First Investors Life under the Policies.
First Investors Life bases its representation on its assessment of all of the
facts and circumstances, including such relevant factors as: the nature and
extent of such services, expenses and risks; the need for First Investors Life
to earn a profit; and the regulatory standards for exemptive relief under the
Investment Company Act of 1940 under prior to October 1996, including the range
of industry practice.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant represents that this Amendment
meets all the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933, and has duly caused this Post-Effective Amendment to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
16th day of May, 1997.

FIRST INVESTORS LIFE LEVEL
PREMIUM VARIABLE LIFE INSURANCE
(SEPARATE ACCOUNT B)
(Registrant)

BY: FIRST INVESTORS LIFE
INSURANCE COMPANY
(Depositor)
ATTEST:

/s/ Carol Lerner Brown By /s/ Richard H. Gaebler
- ----------------------------- -----------------------------
Carol Lerner Brown, Secretary Richard H. Gaebler, President

As required by the Securities Act of 1933, this Amendment to this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Richard H. Gaebler President May 16, 1997
- ---------------------
Richard H. Gaebler

/s/ Lawrence M. Falcon Senior Vice President May 16, 1997
- --------------------- and Comptroller
Lawrence M. Falcon

/s/ Richard H. Gaebler Director May 16, 1997
- ---------------------
Richard H. Gaebler

Glenn O. Head* Chairman and Director May 16, 1997
Jay G. Baris* Director May 16, 1997
George V. Ganter* Director May 16, 1997
Robert J. Grosso* Director May 16, 1997
Scott Hodes* Director May 16, 1997
Jackson Ream* Director May 16, 1997
Nelson Schaenen Jr.* Director May 16, 1997
John T. Sullivan* Director May 16, 1997
Kathryn S. Head* Director May 16, 1997
Glenn T. Dallas*

* By:/s/ Richard H. Gaebler
----------------------
Richard H. Gaebler
Attorney-In-Fact
Pursuant to Power of
Attorney previously filed

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Level Premium Variable Life Insurance, hereby appoints Glenn O.
Head or Richard H. Gaebler, and each of them his true and lawful attorney to
execute in his name, place and stead and on his behalf a Registration Statement
on Form S-6 for the registration pursuant to the Securities Act of 1933 and the
Investment Company Act of 1940 of variable life insurance policies, and any and
all amendments to said Registration Statement (including post-effective
amendments), and all instruments necessary or incidental in connection therewith
and to file the same with the Securities and Exchange Commission. Said attorney
shall have full power and authority to do and perform in the name and on behalf
of the undersigned every act whatsoever requisite or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do, the undersigned hereby ratifying and approving all such acts of said
attorney.

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ Richard H. Gaebler

Richard H. Gaebler

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ Glenn O. Head

Glenn O. Head

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ Scott Hodes

Scott Hodes

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ Kathryn S. Head

Kathryn S. Head

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ Jackson Ream

Jackson Ream

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ Nelson Schaenen, Jr.

Nelson Schaenen, Jr.

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ John T. Sullivan

John T. Sullivan

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ George V. Ganter

George V. Ganter

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ Jay G. Baris

Jay G. Baris

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ Robert J. Grosso

Robert J. Grosso

<PAGE>

FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.

/s/ Glenn T. Dallas

Glenn T. Dallas

Adopted at Meeting of June 4, 1985

RESOLVED, that in accordance with the "General Plan of Operations for
Separate Account B" filed with the New York State Insurance Department, First
Investors Life Insurance Company shall establish Separate Account B for the
purpose of issuing Level Premium Variable Life Insurance policies for
individuals.

RESOLVED, that the President is directed to do all things necessary or
proper, in his discretion or judgement, to enable this Corporation to offer said
policies including, but without limiting the generality of such directions or
authority, the filing of a registration statement and amendments thereto with
the Securities and Exchange commission; the filing of any necessary documents
with the securities bureaus and insurance departments of the various states and
the taking of all other action required by the laws of the United States or of
the various states; the issuing of any preliminary and final prospectuses; and
the payment of all fees, costs, and expenses incidental thereto.

RESOLVED, that First Investors Life Insurance Company shall, at an
appropriate time, purchase mutual fund shares equal in value to $100,000 of
First Investors Life Series Fund, Inc., the investments of which will comply
with the investment requirements for a separate account as provided in New York
Insurance Law. Said purchase shall be for the purpose of contributing said
shares to Separate Account B to facilitate its orderly establishment and
maintenance as provided in the "General Plan of Operations for Separate Account
B".

FURTHER RESOLVED, that the Chairman or President is hereby authorized
to execute this investment transaction.

First Investors Life Insurance Company
120 Wall Street
New York, New York 10005

June 16, 1986

Re: First Investors Life Level Premium Variable
Life Insurance Separate Account B
Safekeeping Agreement

Gentlemen:

This letter will confirm our agreement with respect to our designation
of the United States Trust Company of New York, 45 Wall Street, New York, N.Y.
10005, as the safekeeping agent for the securities and similar investments of
First Investors Life Level Premium Variable Life Insurance Separate Account B
(the "Separate Account").

The United States Trust Company of New York has been duly designated
and appointed by the Board of Directors of First Investors Life Insurance
Company ("First Investors"), the Depositor for the Separate Account, as the
safekeeping agent for the Separate Account's issued securities and similar
investments pursuant to the Investment Company Act of 1940 and the rules and
regulations of the Securities and Exchange Commission thereunder and securities
purchased by First Investors pursuant to the maintenance of the Separate
Account.

The securities and similar investments of the Separate Account shall be
deposited in the safekeeping of, or in a vault or other depository maintained by
the Bank, and the securities and similar investments so deposited shall be
physically segregated at all times from those of any other persons, firms or
corporation.

Any two of the following officers of First Investors are authorized and
permitted to have access to the securities and similar investments so deposited,
and such access to such securities and similar investments so deposited shall be
had by two or more such persons jointly, in conjunction with authorized Bank
employees.

Name Title Signature

Richard H. Gaebler, President /s/ Richard H. Gaebler

Richard E. Scanlan, Vice President /s/ Richard E. Scanlan

Lawrence M. Falcon, Vice President /s/ Lawrence M. Falcon

<PAGE>

Access to such securities and similar investments shall be permitted to
the properly authorized officers and employees of the Bank. Access to such
securities and similar investments shall also be permitted, jointly with any two
of the above designated officers of First Investors and with an authorized
employee of the Bank, to an independent public accountant for the purpose of the
examination of First Investors securities and similar investments required by
the rules and regulations of the Securities and Exchange Commission. Such
designation shall be signed by one of the above officers of First Investors.

Such securities and similar investments shall at all times be subject
to inspection by the Securities and Exchange Commission through its authorized
employees or agents, accompanied by one or more of the officers or employees of
the Bank and, unless otherwise directed by order of the Commission, by one or
more of the designated officers of First Investors.

Each person when depositing such securities or similar investments in,
or withdrawing such from the Bank, or when ordering their withdrawal or delivery
from the safekeeping of the Bank, shall sign a notation in duplicate in respect
to such deposit, withdrawal or order which shall show (1) the date and time of
deposit, withdrawal or order (2) the title and amount of the securities or
similar investments deposited, withdrawn or ordered to be withdrawn, and an
identification thereof by a certificate number or otherwise, (3) the manner of
acquisition of the securities or similar investments deposited, or the purpose
for which they have been withdrawn or order to be withdrawn and (4) if withdrawn
and delivered to any other person, the name of such person. A copy of such
notation shall be transmitted promptly by the Bank to the President of First
Investors. Such notation shall be on serially-numbered forms and shall be
preserved for at least one year.

Such securities and similar investments shall be verified by complete
examination of an independent public accountant designated in writing by First
Investors at least once during each fiscal year. Such designation shall be
signed by one of the officers above named.

The Secretary and the President of First Investors and each of them,
have been authorized and directed to certify to the Bank that resolutions
incorporating the terms of this agreement, copies of which are attached, have
been duly adopted, and to further certify the names and specimen signatures of
the officers of First Investors referred to herein.

First Investors undertakes to notify the Bank of any change in the
names and signatures of the Officers of the Corporation designated above, and
until the Bank actually receives such notice it shall be entitled to rely on the
designations herein set forth.

<PAGE>

The Bank shall have no responsibility for any failure of the
representatives of First Investors or of the foregoing public accountants to
make examination of securities or for any loss, damage or expense suffered or
sustained by First Investors by reason of the acts or neglect of said persons
arising out of or in connection with their access to said examination of the
securities. All securities shall be registered in the name of First Investors or
in the name of a Separate Account.

With respect to the securities and other property held at any time in
safekeeping hereunder, the Bank is hereby authorized:

1. To pay and charge to First Investor's account in accordance with its
instructions the amount of the purchase price of securities purchased by First
Investors for deposit with the Bank upon delivery of such securities. Such
instructions shall specify the name of the issuer of the securities and a
description thereof, the number of shares or principal amount purchased and any
accrued interest or charges, the purchase price per unit and the name and
address of the party to whom payment is to be made.

2. To release, assign and deliver securities held in the custody
account in accordance with written instructions of First Investors specifying
the quantity and describing the securities to be delivered, to whom delivery
shall be made and the amount of the sales or redemption price to be received
upon such delivery. Delivery shall be made against receipt by the Bank of a
check of the specified recipient of such securities. Unless otherwise instructed
by First Investors, such check shall be certified by the bank, trust company,
national bank or other banking institution on which drawn, or shall be a
cashier's or treasurer's check or draft of any bank, trust company, national
bank or other banking institution. The Bank shall not be liable for the monies
called for or represented by any such check or draft until actually received.

3. To charge the account of First Investors for all expenses, taxes or
other charges or liabilities incurred by the Bank in connection with this
custodian account and First Investors hereby agrees to indemnify the Bank
against liability for all such items.

The Bank shall give First Investors a written advice or confirmation
concerning all sales, purchases or other disposal of securities in the custody
account.

The Bank shall be paid and may draw upon the account of First Investors
after proper notice of such compensation and reimbursement for all necessary and
proper disbursements and

<PAGE>

expenses made or incurred by the Bank in carrying out the foregoing duties at
such times as the parties may have agreed upon.

The Bank will be responsible for the performance of only such duties as
are set forth herein or contained in express instructions given to the Bank. The
Bank will use the same care with respect to the safekeeping of property in the
custody account as it uses in respect of its own similar property but it need
not maintain any insurance for the benefit of First Investors. All collections
of funds or other property paid or distributed in respect of property in the
custody account shall be made at the risk of First Investors. The Bank will not
be responsible for any act or omission, or for the solvency, of any broker or
agent selected by First Investors to effect any transaction for its custody
account. First Investors warrants its authority to deposit in the custody
account any property received by the Bank therefor and to give instructions
relative thereto.

The Bank shall not be liable for any action taken in good faith
pursuant to this agreement nor upon written instruction or Secretary's
Certificate of First Investors, and shall be fully protected in relying upon the
genuineness and legality of any such document which the Bank may in good faith
believe to be validly executed. The Bank shall have no responsibility for the
genuineness or validity of any instrument or other item deposited with you.

It is agreed that the Bank's duties under this agreement are only such
as are herein specifically provided, being purely ministerial in nature. First
Investors covenants and agrees to indemnify and hold the Bank harmless from all
taxes, charges, expenses, loss, damage, assessments, claims and liabilities,
including the cost and expense of defending itself against any claim, whether
valid or not, incurred or assessed against the Bank in connection with the
performance of this agreement, except such as may arise from the Bank's active
negligence, bad faith or willful misconduct.

The Bank shall not be required to defend any action or legal
proceedings which may be instituted against it in respect of the subject matter
of this agreement unless requested to do so by First Investors and indemnified
to the Bank's satisfaction against the cost and expense of such defense. The
Bank shall not be required to institute legal proceedings of any kind. In the
event that adverse or conflicting claims are made with respect to the funds or
property deposited hereunder, the Bank may refuse to comply with any demands
made upon it with respect thereto until such claims are resolved by mutual
agreement or fully disposed of in appropriate legal proceedings, and in so doing
the Bank shall not incur any liability to any party or person interested in the
subject matter of this agreement.

<PAGE>

Nothing in this agreement shall be construed to give any third party
any rights against the Bank or to make the Bank a trustee, its liability as
custodian under this agreement being that of a bailee for hire.

The Bank shall be entitled as to any question arising in connection
with its duties under this agreement to receive and act upon advice of counsel
selected in good faith and with reasonable care (who may be First Investors
counsel) at First Investors' expense and shall be without liability for any
action taken or thing done in good faith in reliance upon such advice.

This agreement may be terminated by either party on sixty (60) days
written notice, except that if First Investors represents that in good faith it
has been unable to obtain the services of a successor safekeeping agent during
such time, the Bank agrees to continue to serve for up to an additional sixty
(60) days. Upon First Investors' written instructions the Bank will deliver to a
successor safekeeping agent at the Bank's office all securities held in
safekeeping and First Investors agrees to pay the Bank's reasonable expenses in
connection with such termination.

Any notice of other instrument in writing for which provision is made
in this agreement shall be sufficiently given if addressed to the party to whom
such notice is intended to be proven, and mailed or delivered to its office as
follows:

To: United States Trust Company of New York
45 Wall Street
New York, New York 10005
Attention: Custody Division

To: First Investors Life Insurance Company
120 Wall Street
New York, New York 10005

<PAGE>

This agreement shall be interpreted and governed by the laws of the
State of New York and shall extend to and be binding upon the parties hereto and
their respective successors and assigns, provided however that this agreement
shall not be assignable by either party without the written consent of the
other.

Very truly yours,

FIRST INVESTORS LIFE INSURANCE
COMPANY

By:/s/ Richard H. Gaebler

Accepted this 16h day of
June, 1986

UNITED STATES TRUST COMPANY OF
NEW YORK

By: illegible

UNDERWRITING AGREEMENT

This Agreement made as of March 17, 1994, by and among FIRST INVESTORS
LIFE INSURANCE COMPANY (hereinafter referred to as "FIL"); FIRST INVESTORS LIFE
LEVEL PREMIUM VARIABLE LIFE INSURANCE (SEPARATE ACCOUNT B) (hereinafter referred
to as "Separate Account B"), which is registered as a unit investment trust
under the Investment Company Act of 1940, as amended, and FIRST INVESTORS
CORPORATION (hereinafter referred to as the "Underwriter").

W I T N E S S E T H:

FIL and Separate Account B invite the Underwriter to form a selling
group of broker/dealers to distribute the Variable Life Insurance Policies
issued by FIL and Separate Account B (hereinafter referred to as the
"Policies"), which group shall herein be referred to as the "selling group" and
each broker/dealer joining such selling group (hereinafter referred to as a
"member") shall do so pursuant to an effective dealer agreement with the
Underwriter containing the following terms and conditions applicable to such
selling group members and which ought to be included therein to make such terms
and conditions enforceable against such members by FIL, Separate Account B and
the Underwriter:

1. All applications for the Policies shall be made on application forms
supplied by FIL and all initial payments collected shall be remitted in full
together with such application forms, signed by the applicants, directly to the
Executive Office of FIL at 95 Wall Street, New York, N.Y. 10005. Checks or money
orders in payment thereof shall be drawn to the order of "First Investors Life
Insurance Company." Payments shall not be considered as received until the
application has been accepted by FIL, except at the direction and risk of the
applicant. After the initial payment has been made and the the Policy has been
issued, the policyowner or participant shall make all, if any, future payments
directly to FIL at such address as it may from time to time designate.

2. Applications shall be processed by FIL at the public offering price
then in effect as described in the current Policy prospectus. All applications
are subject to acceptance or rejection by FIL at its sole discretion.

3. When and so long as requested by the Underwriter, subject to the
limitation that total commissions and concessions cannot exceed the percentages
shown in Table A, FIL will make payment of concessions (commissions for members)
directly to members with respect to the sale of the Policies as directed by the
Underwriter from time to time. Subject to the foregoing, FIL will make payment
of the commissions for all Policy premiums to the Underwriter as set forth in
Table A attached, as consideration for the Underwriter's undertaking to assume,
among other things, all costs associated with the distribution of the Policies,
including sales literature and mutual fund prospectuses, but not including
Policy prospectuses, Policy registration

<PAGE>

statements or Policy registration fees nor Separate Account B registration
statements, reports and fees, nor any costs directly incurred by FIL or its
employees in aiding the Underwriter in such distribution efforts. As required by
Federal securities laws and regulations, all sales literature must be first
submitted by the Underwriter for clearance with the appropriate regulatory
authorities. Further, as required by state insurance laws and regulations, all
sales literature must be first submitted by FIL for prior clearance with the
appropriate regulatory authorities. FIL and the Underwriter will cooperate in
the development of such literature, as requested. No sales literature will be
used unless both FIL and the Underwriter have given it prior approval.

4. In accepting this invitation, the Underwriter agrees:

(a) That members will be made to understand that all
applications and/or considerations for the Policies are to be
transmitted promptly to FIL at the appropriate address.

(b) That all members will be made to understand that they are
to distribute the Policies only in those jurisdictions in which such
respective Policies are registered or qualified for sale and only
through those member's registered representatives who are fully
licensed with FIL to sell the Policies in the jurisdiction involved.

5. Any party shall have the right to cancel this agreement after a
period of three (3) years (commencing on the date the first Policy is offered
for sale). The signing of this agreement does not make it incumbent upon FIL to
license any particular member's registered representative as a salesman of the
Policies. All matters dealing with the licensing of a member's registered
representatives under any applicable insurance law shall be a matter handled
directly by the member and the registered representative involved; but FIL must
be furnished proof of licensing before commission payments may be made.

6. No person is authorized to make any representations concerning the
Policies except those contained in the prospectus for the Policies and any such
information as may be released by FIL or the Underwriter as information
supplemental to such prospectus. Additional copies of any prospectus and any
printed information issued as supplemental to such prospectus shall be supplied
by FIL to the Underwriter for members of the selling group in reasonable
quantities upon request, or where appropriate, directly to the member's
registered representative.

7. Any notice shall be deemed to have been given if mailed to the
Underwriter's address as registered from time to time with the National
Association of Securities Dealers, Inc. Notice is deemed given to FIL if mailed
to its Executive Office address.

<PAGE>

8. FIL and the Underwriter shall each comply with all applicable
Federal and state laws, rules and regulations. Further, the Underwriter will by
agreement arrange for each member of the selling group to do the same.

9. FIL agrees to indemnify and hold harmless the Underwriter and/or any
member and each person, if any, who controls the Underwriter or any member,
their agents and employees, against any and all loss, liability, claims, damage,
and expenses whatsoever reasonably incurred in investigating or defending
against any litigation commenced or threatened, or any claim whatsoever arising
out of any untrue or alleged untrue statement of a material fact contained in
the prospectus, registration statement, in any sales material prepared by FIL or
supplied to any member through the Underwriter by FIL or in any application
("application") filed in any state in order to qualify the same for sale, or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

10. The Underwriter agrees and by agreement will arrange for each
member of the selling group to indemnify and hold harmless FIL and each person,
if any, who controls FIL, its agents, subsidiaries and employees, against any
and all loss, liability, claims, damage, and expense whatsoever (including but
not limited to any and all expenses whatsoever reasonably incurred in
investigating or defending against any litigation commenced or threatened or any
claim whatsoever) arising out of any untrue or alleged untrue statement or
representation made (except as such statements may be made in reliance on the
prospectus, registration statement and sales material supplied by FIL), the
failure to deliver a currently effective prospectus, or the use of any
unauthorized sales literature by the Underwriter or any member, and their
employees, in connection with the sale of the subject Policies.

11. Nothing herein contained shall require FIL or the Underwriter or
any member to take any action contrary to any provision of their charters or to
any applicable statute or regulation.

12. This Agreement shall become effective as of the date hereof and
shall continue in force and effect from year to year thereafter; provided,
however, this Agreement shall terminate in the event of its "assignment" as such
term is defined in the Investment Company Act of 1940, as amended.

<PAGE>

13. This Agreement shall be construed in accordance with the laws of
the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate on the day and year first above written.

FIRST INVESTORS CORPORATION FIRST INVESTORS LIFE INSURANCE
COMPANY

By:/s/ Marvin Hecker By:/s/ Richard H. Gaebler
---------------------------- ----------------------
Marvin Hecker, President Richard H. Gaebler, President

FIRST INVESTORS LIFE LEVEL
PREMIUM VARIABLE LIFE
INSURANCE (SEPARATE ACCOUNT B)
By: First Investors Life Insurance Company,
Depositor

By: /s/ Richard H. Gaebler
----------------------
Richard H. Gaebler

<PAGE>

TABLE A
UNDERWRITER COMMISSIONS

Amount of Premium Total Commission

All amounts 50% of premium in the first
policy year
5% of premium in renewal
years

Revised May 1996

FIRST INVESTORS CORPORATION
95 WALL STREET
NEW YORK, NEW YORK 10005

ASSOCIATE'S AGREEMENT

This Agreement shall govern my affiliation with First Investors
Corporation ("Company") as a registered representative ("Representative") or
manager ("Manager") of the Company. I agree to comply with the terms and
conditions set forth in this Agreement in consideration for the sales and
administrative support, initial and ongoing training, and compensation that will
be provided to me by the Company.

SECTION ONE: SERVICES TO BE PROVIDED; MANNER AND MEANS OF SERVICES:

(a) Services as a Representative. If I am affiliated with the Company
as a Representative, my services will consist of selling investments and other
products sponsored or approved by the Company ("Authorized Products") to clients
("Clients") and servicing Client accounts ("Accounts") in accordance with (i)
the terms of this Agreement, (ii) the rules of the National Association of
Securities Dealers, Inc. ("NASD"), (iii) applicable federal, state and local
laws and (iv) any policies and procedures which the Company may, in its sole
discretion, adopt from time to time to satisfy its regulatory obligations under
the NASD's rules and federal and state law with respect to supervision,
training, and compliance ("Regulatory Obligations").

I understand that the Company will exercise no control over the time,
place and manner in which I perform services, except to the extent required to
satisfy its Regulatory Obligations. I understand that any training required by
the Company will be limited to that which is required to meet its Regulatory
Obligations. I further understand that it is my responsibility to obtain all
required securities and insurance licenses before engaging in any sales
activities, to comply with the laws, regulations, and Company policies that
apply to my activities, and to act ethically, honestly, and in the best
interests of Clients at all times.

(b) Services as a Manager. If I am affiliated with the Company as a
Manager, my services will consist of (i) supervising one or more sales offices
or Representatives in accordance with the Company's policies and procedures,
(ii) providing Representatives with such initial and ongoing training as the
Company deems necessary to comply with its Regulatory Obligations, and (iii)
carrying out such other duties and responsibilities as may be assigned by the
Company. I will also be permitted to sell Authorized Products to Clients and to
service Client Accounts, as long as such activities do not, in the opinion of
the Company, interfere with my supervisory responsibilities. I understand that
the Company reserves the right, at its sole discretion, to select those
Associated Persons who will be offered the opportunity to become Managers.

SECTION TWO: STATUS AS AN INDEPENDENT CONTRACTOR OR EMPLOYEE:

(a) Registered Representatives. If I am associated with the Company as
a Representative, I will be treated as an independent contractor and not as an
employee for federal tax purposes and will be personally responsible for (i)
paying all employment-related federal, state and local taxes (including, but not
limited to, federal Self-Employment Contribution Act taxes) as well as income
taxes imposed on compensation received pursuant to this Agreement, (ii) making
all required deposits of such taxes, and (iii) filing all appropriate tax
returns and information reports related to such taxes.

(b) Managers. If I am associated with the Company as a Manager,
I will be treated as an at-will employee for federal tax purposes.

SECTION THREE: COMPENSATION:

(a) Compensation as a Representative. As a Representative, my
compensation will consist solely of (i) commissions ("Commissions") on sales of
Authorized Products at the rates and under the conditions set forth in the
Commission schedules ("Commission Schedules") that are in effect at the time the
Commissions are earned, (ii) service and other fees for providing ongoing
service and advice to Clients ("Service Fees") at the rates and under the
conditions set forth in the Commission Schedules in effect at the time that the
Service Fees are earned, and (iii) such bonuses, prizes, fees and other benefits
as may, from time to time, be awarded by the Company in its sole discretion.

<PAGE>

I understand that the Company's principal purpose is to serve as the
distributor for its own family of mutual funds and variable insurance products,
that the Commissions, Service Fees and other compensation paid to
Representatives with respect to those products are based upon the assumption
that Clients will maintain the products for the long-term, and that any action
on my part to induce Clients to liquidate such products prematurely without the
Company's consent would be inconsistent with the basis on which I will be
compensated.

(b) Compensation as a Manager. As a Manager, my compensation will
consist of (i) overrides, to the extent permitted by law, on Commissions,
Service Fees and other compensation earned by Representatives whom I supervise
("Overrides") at the rates and under the conditions set forth in the Override
schedules ("Override Schedules") which are in effect at the time the Commissions
and Service Fees are earned, (ii) such bonuses, prizes, fees and other benefits
as may, from time to time, be awarded by the Company in its sole discretion and
(iii) Commissions and Service Fees on my personal sales and personal servicing
of Client Accounts at the rates and under the conditions set forth in the
then-current Commission Schedules.

(c) Terms and Conditions Relating to Compensation. I understand that:
(i) Commissions, Service Fees and Overrides (if applicable) are not earned until
all required paperwork is submitted "in good order" and the Company receives and
becomes legally entitled to retain the payments from which such compensation is
to be paid; (ii) bonuses and prizes are not earned until they are awarded and
thus I must be affiliated with the Company at the time bonuses and prizes are
awarded to receive them; (iii) Service Fees are paid only for continuing service
to Client Accounts and the Company reserves the right to determine the
conditions under which Service Fees are to be paid and their amounts; (iv) the
Company may at any time, in its sole discretion, with prior notice, terminate or
modify any Commission, Override, Service Fee, or other compensation schedule,
including its conditions, as it applies to new sales and services; (v)
additional investments to existing accounts constitute new sales for purposes of
Commissions, Overrides, bonuses, prizes, and awards, unless the customer is
considered by the Company to be contractually committed to make them; (vi) the
Company may temporarily withhold, from Commissions, Overrides, bonuses, prizes,
awards and other compensation, amounts sufficient to protect the Company against
refunds to customers; (vii) and the failure of the Company to withhold money
from any payment made to me shall not be deemed a waiver of the Company's right
to collect any debt I owe to the Company.

(d) Expenses. I am solely responsible for paying any expenses that I
incur in rendering services under this Agreement, other than expenses that are
expressly assumed by the Company in writing.

SECTION FOUR: REFUNDS; CHARGEBACKS; LOANS:

The Company reserves the right, in its sole discretion, to refund to
any Client all or part of any payment made by the Client in connection with the
purchase of any Authorized Product. In the event that the Company makes any
refund to a Client relating to any Authorized Product, I will be responsible for
repaying to the Company all or any portion of any Commission, Override, or other
compensation that I have received which was attributable to the Product without
regard for whether I was at fault, provided that no repayment shall be required
for any refund made to a purchaser of a periodic payment plan in accordance with
any refund privilege provided by federal or state law if the Commission,
Override, or other compensation was paid on a non-recourse basis.

In the event that monies are transferred to me by the Company (or any
of its affiliates) over and above the amounts earned through Commissions,
Overrides, and other compensation or I become responsible for repaying any
monies as a result of refunds, I agree that such monies shall be loans to me
from the Company ("Loans"). Upon the termination of this Agreement, any Loan
that I owe will become immediately due and payable without need for demand. If I
do not immediately repay any Loan in full upon demand or termination of my
affiliation with the Company, I will also pay interest, compounded monthly, on
the balance due at the current prime rate as published from time to time in the
Wall Street Journal multiplied by 1.4. I grant the Company a lien on, and the
right to take, any compensation, payment, or benefit that is due or that may
become due to me to offset any unpaid Loan. This right of offset does not limit
in any way the Company's right to take legal action to collect any Loan. If a
Loan is placed in the hands of an agency or attorney for collection, I will also
be responsible for paying the costs of collection, including attorney fees.

- 2 -
<PAGE>

SECTION FIVE: COVENANTS:

(a) Client Information. I understand and agree that all information
maintained by the Company regarding Client Accounts ("Client Information"),
including the names, addresses, phone numbers, account numbers, and financial
histories and profiles of Clients, is the sole and exclusive property of the
Company and is entitled to the status and protection of trade secrets. I will
not divulge or reveal Client Information to any third party and under no
circumstances will I reveal or permit such information to become known by any
competitor of the Company either during my affiliation with the Company or at
any time thereafter. On or before termination of my affiliation with the
Company, I will return all records containing Client Information, whether in
original, duplicated, computerized, handwritten, or other form, and I will not
attempt to reconstruct such information from memory after my termination.
(b) Solicitation of Clients. I agree that at no time during the term of
this Agreement or for one year after its termination will I, directly or
indirectly, without the Company's consent, attempt to solicit, by mail, phone,
personal meeting, or any other means, any Client (other than my spouse or a
member of my family) whose Account I serviced or whose name became known to me
during my affiliation with the Company: (i) to transfer his or her Account to
any other broker-dealer or financial services firm; (ii) to open a new account
with any other broker-dealer or financial services firm; or, (iii) to close his
or her Account, liquidate Authorized Products, or otherwise discontinue his or
her association with the Company and its products.

I understand and agree that the prohibitions on solicitation of Clients
apply whether the Clients are obtained through my own efforts or as the result
of reassignments of house accounts, seminars, advertising, or other means. I
understand that, while I may develop Clients from contacts with friends and
acquaintances that I may have had prior to my affiliation with the Company, in
doing so I will be using the Company's name, good will, and resources.

I also understand and agree that the terms "solicit" and "solicitation"
are to be construed broadly to include any contact or communication of any kind
whatsoever with a Client, including an announcement of new employment, that is
intended or reasonably likely to invite, encourage or induce any such person to
do business with me at another broker-dealer or financial services firm, to
liquidate (partially or entirely) Authorized Products sold by the Company, or to
close (partially or entirely) Accounts with the Company.

(c) Solicitation of Associated Persons. At no time during the term of
this Agreement or for one year after its termination will I, directly or
indirectly, solicit any Representative, Manager, or employee of the Company or
any of its affiliates (collectively, "Associated Person") to terminate his or
her affiliation or to breach or terminate any contract with the Company or any
of its affiliates. The term "solicit" is to be broadly construed, in the manner
previously indicated, to include all communications that are intended or
reasonably likely to invite, encourage, or induce an Associated Person to
terminate an affiliation.

SECTION SIX: REMEDIES:

(a) Injunctive and Other Equitable Relief. If I violate any of the
covenants of Section Five of this Agreement, the Company shall be entitled to
obtain injunctive and other equitable relief from the NASD or any court of
competent jurisdiction to prevent any further breach of such Agreement and to
prevent me from being unjustly enriched by the violation. Equitable relief may
include an order requiring that I disgorge any profit that I have made or will
make as the result of the violation, including any Commissions, Overrides (if
applicable), Service Fees, advisory fees, wrap fees or other fees that I have
earned or will earn, as a result of the violation.

(b) Actual Damages. In addition to injunctive and equitable relief that
may be available, the Company shall be entitled to recover from me any actual
damages that result from the violation of any of the terms of this Agreement,
including the loss of Service Fees, management fees, advisory fees, and other
fees that could have been earned by the Company and its affiliates if Client
Accounts and Authorized Products had not been liquidated or transferred in
violation of Section Five of this Agreement. I agree that I will not contest the
Company's legal authority or standing to collect such damages in any proceeding
brought to enforce this Agreement.

(c) Liquidated Damages. Because actual damages may be difficult to
quantify, I agree that the Company shall be entitled to obtain liquidated
damages in the amounts of: (i) two times the compensation over the prior twelve
months of any Associated Person who is induced to terminate his or her
affiliation with the Company as

- 3 -
<PAGE>

the result of any violation of Section Five, which sum is intended to compensate
the Company for the costs of recruiting, training, and developing a replacement;
(ii) two times the gross Commissions generated in connection with any
liquidations and reinvestments of Authorized Products that are induced by any
violation of Section Five, which sum is intended to compensate the Company for
the costs incurred in selling Authorized Products and the profits that are lost
by the Company and its affiliates as the result of the liquidation of such
Products; (iii) two times the annual Service Fees generated on Client Accounts
that are transferred to a new broker-dealer or financial services firm as the
result of a violation of Section Five, which sum is intended to compensate the
Company for the loss of Service Fee income on accounts that are improperly
solicited; and, (iv) $10,000 (increased annually after 1996 for inflation based
upon the Consumer Price Index) for any other violation of this Agreement.

(d) Non-Exclusivity of Remedies. I agree that the Company shall be
entitled to seek actual damages, disgorgement, and liquidated damages as
alternative remedies in the same proceeding. It shall also be entitled to obtain
injunctive relief, irrespective of whether damages are sought or obtained.

(e) Attorney Fees, Costs and Indemnification. I agree that I will pay
the Company's attorney's fees and costs if it is required to file a lawsuit,
complaint or NASD petition to enforce its rights under this Agreement as a
result of a violation by me of any of the provisions of this Agreement. I also
agree to indemnify and hold the Company harmless from claims of third parties
that arise from my violation of any of the terms of this Agreement.

SECTION SEVEN: WAIVER:

Failure or delay on the part of the Company to exercise any right,
power or privilege under this Agreement shall not operate as a waiver of such
right, power or privilege. Nor shall any single or partial exercise of any
right, power or privilege preclude any further exercise of the same or any other
right, power or privilege.

SECTION EIGHT: NOTICE:

I agree to notify the Company immediately in writing of the happening
of any event which constitutes a breach of the terms of this Agreement, which
results in the cessation of my right to receive payment of Commissions,
Overrides, Service Fees or other compensation under this Agreement, or which
could otherwise affect the interests of the Company or its affiliates.

SECTION NINE: AUTHORITY:

I shall have no authority by any statement, promise, representation,
agreement or contract of any kind to bind the Company to any contract with any
third party or to waive any of the Company's rights or requirements (or those of
any affiliate of the Company).

SECTION TEN: ARBITRATION; CHOICE OF LAW; FORUM:

I understand and agree that any dispute between me, the Company, or any
of its officers, directors, Associated Persons, or affiliates, concerning this
Agreement, my affiliation with the Company, or any other matter shall be settled
through binding arbitration under the NASD's Code of Arbitration, provided that
the Company shall be entitled to seek injunctive and other equitable relief in
any court of law having jurisdiction to the extent permitted under NASD rules.
This Agreement and its enforcement shall be construed in accordance with, and
shall be governed by, the laws of the State of New York.

SECTION ELEVEN: TERMINATION OF AGREEMENT:

The Company may terminate this Agreement at any time by filing a notice
of termination with the NASD in accordance with the NASD's rules. This Agreement
shall also terminate upon notice by me or by my death.

SECTION TWELVE: ENTIRE AGREEMENT; PREVIOUS AGREEMENTS; AMENDMENTS; INVALID
PROVISIONS:

- 4 -
<PAGE>

This is the entire agreement between the Company and myself. Any and
all previous agreements with respect to compensation, services, and affiliations
between the Company and myself are hereby terminated, cancelled and superseded
by this Agreement, as of the date hereof, unless otherwise separately agreed to
in writing. This Agreement may not be modified, amended or waived by the
Parties, except by a written instrument duly executed by an Executive Officer of
the Company. The invalidity or unenforceability of any section or subsection of
this Agreement shall not affect the other sections or subsections hereof.
Moreover, a court of competent jurisdiction or an NASD arbitration panel shall
have the authority to strike, amend, or "blue pencil" any section, subsection,
or portion of this Agreement to the extent necessary to make it valid and
enforceable.

SECTION THIRTEEN: SURVIVAL:

Sections Three, Four, Five, Six, Seven, Eight, Nine, Ten, and Twelve of
this Agreement shall survive the termination of this Agreement.

SECTION FOURTEEN: ACKNOWLEDGEMENTS:

I acknowledge that I have had the opportunity to read this Agreement in
its entirety before signing it, to ask the Company questions about this
Agreement, and to seek the advice of my own legal counsel (at my own expense). I
also acknowledge that I understand the terms of this Agreement and knowingly and
freely agree to abide by them.

IN WITNESS WHEREOF, the Associate and the Company have duly
executed this Agreement on this day of , .
----------- --------

THE ASSOCIATE

----------------------------------------------
Associate's Signature

----------------------------------------------
Associate's Name (Print)

----------------------------------------------
Street Address

----------------------------------------------
City, State Zip Code

Office No. FIRST INVESTORS CORPORATION

Recommended by: BY:
---------------- ----------------------------------------------
Manager Authorized Officer

- 5 -

FIRST INVESTORS CORPORATION
SALES REPRESENTATIVE COMMISSION CONTRACT

SCHEDULE A LEVEL I (Effective 4/01/95)

For Representatives who became licensed with First Investors Corporation
on December 23, 1991 or thereafter.

A Registered Representative earns commissions based on the following:

Bonusable Earnings Schedule

New Representatives will be personally supervised during initial sales training
and will earn income on FIC products based on the following schedule.

Proprietary First Year Payments First Investors Life Cash Sales of
Products* on Contractual Plans Actual First Year Outside Mutual
(% of Sales (% of Sales Charge) Commissions on Funds**
Charge) Variable Life and (% of Dealers
Variable Annuity Concessions)

25% 20% 22%

This applies until the Representative has successfully completed the Supervised
Training Program (generally, $2,500 in FIC earnings, with Representative having
demonstrated sufficient knowledge and ability), at which time the following
Schedule A earnings schedule will then apply:

Proprietary First Year Payments First Investors Life Cash Sales of
Products* on Contractural Plans Actual First Year Outside Mutual
(% of Sales (% of Sales Charge) Commissions on Funds**
Charge) Variable Life and (% of Dealers
Variable Annuity Concessions)

40% 32% 35%

Contractual Plan Continuing Commissions (not Bonusable Earnings)

On contractual plans, the continuing commission rate applicable to the sales
charge received by the company on each of the payments No. 24, 36, 48, etc. up
to payment No. 120 or 180 is:

On the 10 year plan - 185%
On the 15 year plan - 230%

PAYMENT OF BONUS

At the end of each calendar quarter, the appropriate Bonus % from the Bonus
Table will be applied to all year-to-date Eligible Bonusable Earnings to get the
Bonus. The Bonus will be reduced by any amount paid in previous quarters for
that calendar year.

Bonuses will be paid within 20 days of the end of each calendar quarter but only
if you are fully licensed and under contract with FIC on the payable date.

<PAGE>

Bonus Table

Proprietary Products*
Bonusable Earnings On An Proprietary Products* total compensation
Annualized Basis Of At total compensation (approximate % of
Least Bonus % (% of sales charge) Dealers Concession)

10,000 5.00 42.00 51.22
12,000 7.50 43.00 52.44
14,000 10.00 44.00 53.66
16,000 12.50 45.00 54.88
18,000 15.00 46.00 56.10
22,730 54.00 61.60 75.12
45,460 55.00 62.00 75.61
54,550 55.83 62.33 76.01
63,640 58.73 63.49 77.44
72,730 60.88 64.35 78.47
81,820 62.50 65.00 79.27

Bonusable Earnings will be earned on share sales, voluntaries, first year plan
payments, 12B-1 service fees, outside funds, and variable products of First
Investors Life (although a bonus cannot be paid on First Investors Life
Products) using the Bonusable Earnings schedule.

* All cash of First Investors funds, and Single Payment Plans.
** Commissions on all other securities will be determined by First Investors
Corporation.
*,** Multiplied by .91 for all 12B-1 service fees.

THIS SCHEDULE IS SUBJECT TO CHANGE BY FIRST INVESTORS CORPORATION,
ANY REVISED SCHEDULE WILL APPLY ONLY TO SALES MADE AFTER THE
EFFECTIVE DATE OF THE REVISED SCHEDULE

I have read this Schedule A and agree to its terms and understand it is subject
to change on notice by the company.

- ------------------------------------- -------------------------------------
Representative (Please Print) Manager (Please Print)

- ------------------------------------- -------------------------------------
Representative (Signature) Date Manager (Signature) Date

- ------------------------------------- -------------------------------------
Office Name Office Number

VARIABLE LIFE INSURANCE POLICY
Policy Number
Insured
Face Amount
Date of Issue
Premium Period
Issue Age
Premium Class

Variable Limited Payment Life - Insurance Payable at Death of Insured - Premiums
Payable until the earlier of End of Premium Period or Death of Insured

Options for Payment of Proceeds

Nonparticipating - No Annual Dividends

FIRST INVESTORS
LIFE INSURANCE COMPANY

First Investors Life agrees to pay the Proceeds of this Policy to the
Beneficiary upon receipt of due proof of the death of the Insured and to provide
the other rights and benefits in accordance with the terms of this Policy.

Signed for First Investors Life Insurance Company at its Home Office in New
York, New York.

/s/Richard H. Gaebler
Richard H. Gaebler, President

/s/Carol R. Lerner
Carol Lerner, Secretary

NOTICE OF 10 DAY RIGHT TO EXAMINE POLICY: If for any reason the Insured is
dissatisfied with this policy, it may be returned to the Company or to the
insurance agent through whom it was purchased within ten days after its receipt
by the Insured or 45 days after the date of Part One of the application,
whichever is later. The premium will then be refunded, whereupon the policy
shall be void from the beginning and the Insured and the Company shall be in the
same position as if no policy had been issued.

Death Benefit may increase or decrease in accordance with Separate Account
investment experience. See "The Variable Insurance Amount" Section on Page 10.

Guaranteed Minimum Death Benefit is equal to the Face Amount of this Policy on
the Date of Issue if premiums are paid when due and there is no indebtedness.

Cash Values may increase or decrease in accordance with Separate Account
investment experience. This policy is a legal contract between the policy owner
and the Company.

<PAGE>

IT IS IMPORTANT THAT YOU READ YOUR POLICY CAREFULLY.

ALPHABETICAL GUIDE

AGE...........................................................3,7
ALLOCATION AMONG SEPARATE ACCOUNTS............................3,9
AMOUNT OF PROCEEDS.............................................11
ASSIGNMENT...................................................7,13
AUTOMATIC PREMIUM LOAN.........................................17
BENEFICIARY....................................................13
CASH VALUE......................................................7
CHANGE OF PLAN..................................................7
CLAIMS OF CREDITORS.............................................8
CONTESTABILITY..................................................7
CONTROL OF POLICY...............................................7
DATE OF ISSUE...................................................3
DEFAULT........................................................17
EXTENDED TERM INSURANCE........................................16
GRACE PERIOD...................................................17
INVESTMENT BASE...............................................8,9
INVESTMENT RETURN..............................................10
LOAN VALUE..................................................14,15
MISSTATEMENT OF AGE OR SEX......................................7
NET ANNUAL PREMIUM TABLE........................................5
NET SINGLE PREMIUM TABLE........................................6
OWNER...........................................................3
PAID-UP INSURANCE..............................................16
PAYMENT OF PROCEEDS............................................11
POLICY DATA.....................................................3
POLICY LOANS................................................14,15
POLICY VALUES..................................................14
PREMIUMS.......................................................17
REINSTATEMENT..................................................18
REPORTS.........................................................8
RIGHT TO EXCHANGE..............................................10
SEPARATE ACCOUNTS...............................................8
SUICIDE.........................................................7
SURRENDER VALUE AND OPTIONS.................................16,17
TABULAR CASH VALUE..............................................5
TERMINATION....................................................15
VARIABLE INSURANCE AMOUNT......................................10

ADDITIONAL BENEFITS

The additional benefits, if any, listed on page 4 are described in the
additional benefit agreements that follow page 18.

<PAGE>

1. POLICY DATA
POLICY NUMBER 580000

Insured JOHN DOE

Face Amount $37,488

Date of Issue October 22, 1995

Premium Period 12 Years

Issue Age 35

Premium Class STANDARD

OWNER

INSURED

BENEFICIARY DESIGNATION

Refer to enclosed application.

SEPARATE ACCOUNT

First Investors Life Separate Account B

MUTUAL FUND

First Investors Life Series Fund

FIRST YEAR NET ANNUAL PREMIUM WILL BE ALLOCATED AS FOLLOWS:

100% to High Yield Series

<PAGE>

2. SCHEDULE OF BENEFITS

PREMIUM FORM
FACE AMOUNT BASIC BENEFIT AMOUNT PAYABLE NUMBER

$37,488 The Policy $1,200.00 ANNUAL VL-1

BENEFIT AMOUNT ADDITIONAL BENEFIT

MALE ISSUE AGE 35
STANDARD
INITIAL FACE AMOUNT $37,488
ANNUAL GROSS PREMIUM $1,200.00

ASSUMING NET ANNUAL INVESTMENT RETURN OF 4% AFTER EXPENSES

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
End of Policy Year Cash or Loan Value Paid Up Insurance Ext. Insurance
-----------------------------
Years Days
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 521.94 1,974 4 159
2 1,505.92 5,509 10 207
3 2,525.55 8,941 15 35
4 3,582.02 12,275 18 177
5 4,726.35 15,681 21 135
6 5,911.82 18,995 23 272
7 7,140.18 22,223 25 280
8 8,413.38 25,373 27 219
9 9,733.28 28,449 29 117
10 11,102.27 31,460 30 364
11 12,522.97 34,412 32 315
12 14,064.65 37,488
13 14,495.97 37,488
14 14,936.73 37,488
15 15,386.61 37,488
16 15,845.36 37,488
17 16,311.92 37,488
18 16,785.74 37,488
</TABLE>

<PAGE>

19 17,265.74 37,488
20 17,751.35 37,488
21 18,242.31 37,488
22 18,738.66 37,488
23 19,240.54 37,488
24 19,748.05 37,488
25 20,260.84 37,488
26 20,778.04 37,488
27 21,298.24 37,488
28 21,819.94 37,488
29 22,341.70 37,488
30 22,862.33 37,488
31 23,381.48 37,488
32 23,899.20 37,488
33 24,415.92 37,488
34 24,931.68 37,488
35 25,445.45 37,488

- -------------------------------------------------------------------------------
NET ANNUAL PREMIUM
- -------------------------------------------------------------------------------
YEAR 1 $580.56
YEARS 2-4 $1,008.00
YEARS 5-12 $1,056.00

<PAGE>

5.NET SINGLE PREMIUM PER $1.00
OF VARIABLE INSURANCE AMOUNT

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CASH VALUE PER $1 CASH VALUE PER $1 CASH VALUE PER $1
PER INSURANCE PER INSURANCE PER INSURANCE
- -----------------------------------------------------------------------------------------------------------------------------------
ATTAINED MALE FEMALE ATTAINED MALE FEMALE ATTAINED MALE FEMALE
AGE AGE AGE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 .08676 .07169 35 .25593 .21872 70 .67876 .61470
1 .08778 .07278 36 .26453 .22612 71 .69236 .63026
2 .09034 .07490 37 .27338 .23374 72 .70579 .64592
3 .09303 .07714 38 .28248 .24156 73 .71895 .66156
4 .09586 .07949 39 .29183 .24958 74 .73177 .67706
5 .09884 .08195 40 .30142 .25780 75 .74419 .69233
6 .10198 .08453 41 .31124 .26620 76 .75623 .70735
7 .10530 .08723 42 .32131 .27480 77 .76791 .72211
8 .10880 .09006 43 .33160 .28360 78 .77929 .73664
9 .11248 .09301 44 .34214 .29262 79 .79043 .75096
10 .11631 .09609 45 .35291 .30185 80 .80134 .76506
11 .12028 .09931 46 .36392 .31132 81 .81199 .77887
12 .12437 .10264 47 .37518 .32103 82 .82233 .79231
13 .12852 .10608 48 .38668 .33098 83 .83226 .80528
14 .13272 .10962 49 .39844 .34118 84 .84170 .81770
15 .13693 .11326 50 .41044 .35163 85 .85064 .82954
16 .14116 .11701 51 .42268 .36232 86 .85911 .84083
17 .14542 .12086 52 .43512 .37326 87 .86718 .85161
18 .14973 .12484 53 .44776 .38443 88 .87496 .86196
19 .15415 .12894 54 .46057 .39582 89 .88256 .87198
20 .15870 .13318 55 .47352 .40746 90 .89014 .88179
21 .16342 .13758 56 .48662 .41936 91 .89787 .89155
22 .16834 .14213 57 .49986 .43154 92 .90599 .90143
23 .17348 .14686 58 .51325 .44405 93 .91475 .91165
24 .17887 .15176 59 .52678 .45692 94 .92441 .92246
25 .18452 .15684 60 .54046 .47014 95 .93511 .93401
26 .19045 .16211 61 .55426 .48369 96 .94680 .94628
27 .19665 .16757 62 .56813 .49753 97 .95909 .95889
28 .20312 .17332 63 .58205 .51159 98 .97103 .97099
29 .20987 .17907 64 .59597 .52582 99 .98064 .98064
30 .21688 .18513 65 .60986 .54017
31 .22416 .19140 66 .62371 .55466
32 .23171 .19789 67 .63752 .56932
33 .23952 .20461 68 .65130 .58420
34 .24760 .21155 69 .66506 .59933

</TABLE>

<PAGE>

The Total Premium includes the premiums for any Additional Benefits attached to
the policy. When the premium for any Additional Benefit is no longer payable,
the Total Premium will be reduced accordingly.

Premiums are payable for the period from the Date of Issue to the policy
anniversary on which the Insured has attained the age stated, or for the number
of policy years stated. The Date of Issue and Issue Age of any Additional
Benefit is the Date of Issue and the Issue Age of the policy unless otherwise
provided by endorsement.

6. POLICY PROVISIONS
A. General Provisions

Definitions

As used in this Policy, the term:

(a) "The Company" means First Investors Life Insurance Company;

(b) "Guaranteed Insurance Amount" means the Face Amount of this Policy;

(d) "Separate Account" means a segregated investment account maintained by the
Company;

(e) "Valuation Date" means any date on which the New York Stock Exchange (NYSE)
is open for trading;

(f) "Valuation Period" means the period starting on the day after any Valuation
Date and ending on the next such Date;

THE CONTRACT

This Policy, the application, and any riders attached to this Policy constitute
the entire contract. Only the President, a Vice-President, the Secretary, or an
Assistant Secretary of the Company has the power, on behalf of the Company, to
change, modify, or waive any provisions of this Policy. Any changes,
modifications, or waivers must be in writing. The Company will not be bound by
any promises or representations made by any agent or other person except as
specified above.

CHANGE OF CONTRACT

The Company keeps the right to change this Contract to meet the requirements of
the Investment Company Act of 1940 or other applicable federal or state laws or
regulations.

CHANGE OF PLAN

The Owner may exchange this Policy for a policy on another plan of insurance
subject to:

<PAGE>

1. the Company's approval; and

2. the requirements and payment the Company may determine.

CONTROL

Consistent with the terms of any Beneficiary designation and any assignment, the
Owner may, during the lifetime of the Insured:

1. assign or surrender this Policy;

2. make or repay a Policy Loan;

3. amend or modify this Policy with the consent of the Company; and

4. exercise any right, receive any benefit, or enjoy any privilege in
this Policy.

The Company reserves the right to require this Policy for endorsement of any
assignment, Policy Loan, change of Beneficiary designation, amendment, or
modification.

ASSIGNMENT

No assignment of this contract shall be binding on the Company unless it is in
writing and filed with Company at its Home Office. The Company will assume no
responsibility for the validity or sufficiency of any assignment. Unless
otherwise provided in the assignment, the interest of any revocable beneficiary
shall be subordinate to the interest of any assignee, regardless of when the
assignment was made and the assignee shall receive any sum payable to the extent
of his interest.

NOT CONTESTABLE AFTER TWO YEARS

All statements made in the application by or on behalf of the Insured are
representations and not warranties. Statements may be used to contest a claim or
the validity of this Policy only if they are contained in the application and a
copy of the application is attached to this Policy when issued.

Except for nonpayment of premiums, the validity of this Policy will not be
contestable after it has been in force during the lifetime of the Insured for 2
years form the Date of Issue.

SUICIDE WITHIN TWO YEARS

If the Insured commits suicide within 2 years from the Date of Issue, the
liability of the Company under this Policy will be limited to all premiums paid
less any Policy Loan and loan interest.

AGE

The age of the Insured on the Date of Issue and thereafter means the Age at

<PAGE>

least shown on page 3 plus the number of years elapsed since the Date of Issue.
Policy anniversaries are measure from the Date of Issue.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Insured has been misstated, the benefits available
under this Policy will be those which the premiums paid would have purchased for
the correct age and sex.

ELECTIONS, DESIGNATIONS, CHANGES, AND REQUESTS

All elections, designations, changes, and requests must be made in a form
acceptable to the Company and become effective when received by the Company at
its Home Office.

SETTLEMENT

Any payment by the Company under this Contract is payable at its Home Office.

CLAIMS OF CREDITORS

To the extent allowed by law, Proceeds will not be subject to any claims of
creditors.

NONPARTICIPATING

This Contract is nonparticipating. It will not share in the surplus earnings of
the Company.

REPORTS

At least once each Contract Year the Company shall mail a report to the Owner
within 30 days after the policy anniversary if no premiums are overdue on the
anniversary. The report shall be mailed to the last address known to the
Company. The report will show the death benefit, cash value, and policy debt on
the anniversary and any loan interest for the prior policy year. The report will
also show the allocation of the investment base on that anniversary. No report
will be sent if the policy is continued as reduced paid-up or extended term
insurance.

B. Separate Accounts

GENERAL

The benefits under this variable life insurance policy are funded by investments
which the Company makes in one or more Separate Accounts. Each Separate Account
is a segregated investment account maintained by the Company to which a portion
of its assets has been allocated for this and certain other variable life
insurance policies. The Company reserves the right to

<PAGE>

transfer assets of any Separate Account, in excess of the reserves and other
contract liabilities with respect to such Separate Account, to another separate
account or to the Company's General Account. Although the assets of each
Separate Account are the property of the Company, that portion of such assets
which represents such reserves and other contract liabilities is not chargeable
with liabilities arising out of any other business the Company may conduct or
out of any business conducted by any other separate account.

INVESTMENTS OF THE SEPARATE ACCOUNTS

The assets of each Separate Account will be invested in shares of a different
mutual fund ("Fund"). The Policy Data Page shows the Separate Accounts, and the
Funds they invest in, which were chosen in the application. Each of the Funds is
an open-end diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "Act").

The Company may, in its discretion, invest the assets of any Separate Account in
the shares of another investment company or any other investment permitted by
law. Such substitution would be make in accordance with the provisions of the
Act. If deemed by the Company to be in the best interest of Policy Owners, one
or more of the Separate Accounts may be operated as a management company under
the Act or they may be deregistered under the Act in the event such registration
is no longer required.

Any and all distributions received from a Fund will be reinvested and retained
as assets of the applicable Separate Account. Deductions and redemptions from
each Separate Account may be effected by redeeming the number of applicable Fund
shares, at net asset value, necessary to satisfy the amount to be deducted or
redeemed.

In the event of any substitution of Fund shares or change in operation of a
Separate Account, the Company may issue an endorsement for the Policy and take
such other actions as may be necessary and appropriate to effect the
substitution or change.

CHANGES WITHIN A FUND

The owner may exchange this policy for a fixed life insurance policy if a Fund:

1. changes its investment advisor; or

2. has a material change in its investment objectives or restrictions.

The Company will notify the owner if there is any such change. The owner will be
able to exchange this policy within 60 day after our notice or the effective
date of the change, whichever is later. No evidence of insurability is required
on exchange.

If, in the Company's judgment, a Fund no longer suits the purposes of this
policy due to a change in investment objectives or restrictions, it can
substitute shares of another fund. But it would get prior approval from the

<PAGE>

SEC and the New York Insurance Department. The Company would also get any other
required approvals.

TOTAL INVESTMENT BASE

The total investment base is the amount that this policy provides for investment
at any time. It is the sum of the investment bases in each of the Separate
Accounts. The owner selects the Separate Accounts in which to place the total
investment base. The total investment base can be allocated among at least one
but not more than five Separate Accounts.

INVESTMENT BASE IN EACH SEPARATE ACCOUNT

1. On The Date of Issue.

On the Date of Issue, the investment base in each Separate Account is the
portion of the net annual premium for the first policy year allocated to that
Separate Account. The value of the net annual premium is shown on page 5. The
Company uses the allocation percentages requested in the application.

2. On Policy Anniversaries.

On each policy anniversary, the investment base in each Separate Account is
calculated as follows:

a. The Company determines the Policy's net cash value on the anniversary.

b. The Company allocates the Policy's net cash value to each Separate
Account in proportion to the investment base in that Separate Account
immediately before the anniversary.

c. The Company determines the portion of the net annual premium for the
policy year beginning on that anniversary allocated to that Separate
Account. The Company uses the allocation percentages selected in the
application, or as later changed.

d. The Company adds (b) and (c).

3. During A Policy Year.

On a date during a policy year, the investment base in each Separate Account is
determined as follows:

a. The Company takes the investment base in that Separate Account on the
preceding anniversary.

b. The Company multiplies (a) by that Separate Account's rate of return
for the period from the preceding policy anniversary to the calculation
date.

c. The Company adds (a) and (b).

<PAGE>

POLICY LOANS WILL CHANGE CALCULATIONS

A policy loan reduces the total investment base and the investment base in each
Separate Account. On the other hand, repayment of a policy loan will cause an
increase. This is taken into consideration in calculations. See "Policy Loans"
for details on policy loans.

OWNER'S RIGHT TO CHANGE ALLOCATION OF INVESTMENT BASE

The owner can change the allocation of the total investment base among the
Separate Accounts twice each policy year. To do so, the owner should send a
written notice to the Home Office. The change will take effect when the Company
receives the notice provided no premiums are overdue. The Company's calculations
will reflect the change.

OWNER'S RIGHT TO CHANGE ALLOCATION OF FUTURE NET PREMIUMS

The owner can change the allocation of future net annual premiums among the
Separate Accounts. No less than 10% of a net annual premium may be placed in any
one Separate Account. Percentages must be in whole numbers. To make a change,
the owner must notify the Company in writing of the new allocation percentages.
The change will take effect on the next policy anniversary provided:

1. The Company's Home Office receives the notice at least 7 days before the
anniversary; and

2. no premiums are overdue.

MEASUREMENT OF INVESTMENT EXPERIENCE

The investment experience of a Separate Account is determined at the end of each
valuation period.

1. Index of Investment Experience

The Company uses an index to measure changes in each Separate Account's
experience during a valuation period. The index was set at $10 when the first
Fund shares for that Separate Account were bought. The index for a current
valuation period equals the index for the preceding valuation period multiplied
by the experience factor for the current period.

2. How the Company Determines The Experience Factor

The experience factor for a valuation period is calculated as follows:

a. The Company takes the net asset value per Fund share at the end of the
current valuation period.

b. The Company adds to (a) the per share amount of any dividend or capital
gain distribution declared by the Fund during the current valuation

<PAGE>

period. The Company subtracts from that amount a per share charge for its
taxes.

c. The Company divides (b) by the net asset value per Fund share at the end of
the preceding valuation period.

d. The Company subtracts a charge not to exceed .00001367 for each day in the
valuation period. This charge is to cover expense and mortality risks that
are assumed.

RATES OF RETURN FOR THIS POLICY

1. Assumed Rate of Return

The assumed rate of return on a policy is 4% (.04) for a policy year. To find
the assumed rate of return for a period less than a full policy year, an
equivalent daily rate of .010746% is used and compounded for each day in the
period.

2. Actual Rate of Return

Here's how the Company finds this policy's actual rate of return for a policy
year:

a. The Company finds a Separate Account's actual rate of return for a
policy year. This equals the change in the Separate Account's index
from the first day of the policy year to the first day of the next
policy year divided by the index for the first day of the policy year.

For example: Assume a policy year starts on May 1, 1985. If the index
in one Separate Account on that date is 10.00 and that Separate
Account's index on May 1, 1986 increases by .90 to 10.90, the actual
rate of return is .90 divided by 10.00. The result is .09.

b. The Company multiplies the actual rate of return for each Separate
Account by the investment base in that division on the first day of the
policy year.

c. The Company adds together the results for all Separate Accounts.

d. The Company divides the sum by the total investment base on the first
day of the policy year.

The Company follows a consistent method for periods less than a year.

INVESTMENT RETURN FOR THIS POLICY

The determination of the investment return for this policy starts on the first
day of each policy year and ends the first day of the next policy year. The
investment return for a policy year is the difference between the policy's
actual rate of return for the policy year and .04, multiplied by the

<PAGE>

total investment base on the first day of the policy year.

The Company follows a consistent method for periods less than a year.

There's a positive investment return for a policy year if the policy's actual
rate of return is greater than .04. There's a negative investment return if the
actual rate of return is less than .04.

If the actual rate of return is .04 in each policy year:

1. the death benefit will equal the Guaranteed Insurance Amount shown in the
Policy Schedule; and

2. the cash value at the end of each policy year will equal the tabular cash
value shown in Policy

If a premium is due and unpaid, the investment return for a period from the due
date of the overdue premium to the calculation date will be determined by using
the difference between the policy's actual rate of return and the assumed rate
of return for that period. The result is multiplied by the net cash value on the
due date of the overdue premium.

THE VARIABLE INSURANCE AMOUNT

The Variable Insurance Amount this policy provides is zero during the first
policy year. After that, the amount may be positive or negative.

On each policy anniversary, the Company finds the Variable Insurance Amount for
the policy year beginning on that anniversary by taking into account:

1. The Variable Insurance Amount for the preceding policy year; and

2. the investment return for the preceding policy year.

The Variable Insurance Amount changes only on a policy anniversary.

The change in the Variable Insurance Amount on a policy anniversary equals the
amount of paid-up insurance (positive or negative) purchased by the investment
return for the preceding policy year. To calculate the change in the Variable
Insurance Amount, use the net single premium shown on Page 6 based on the age of
the Insured at the anniversary.

The Variable Insurance Amount, if positive, is reflected in the death benefit
proceeds.

RIGHT TO EXCHANGE FOR FIXED LIFE INSURANCE

The Owner may exchange this policy for a policy with benefits that do not vary
with investment return. The exchange must be elected within 18 months from the
date of issue and only if premiums are not overdue. No evidence of insurability
will be required.

<PAGE>

The Owner may also exchange this policy when certain changes happen within a
mutual fund. See "Changes Within A Fund".

In some cases, there may be a cash adjustment on exchange. The adjustment will
be this policy's surrender value minus the new policy's tabular cash value. If
the result is positive, the Company must pay the Owner; if the result is
negative, the Owner must pay the Company.

The Company will issue the new policy on the Insured after receipt of:

1. a proper written request;

2. this policy; and

3. any amount due on exchange.

The Company will determine the amount of a cash adjustment as of the date the
policy and written request is received at the Home Office.

The new policy's owner and beneficiary will be the same as those of this policy
on the effective date of the exchange. The new policy will have the same date of
issue, issue age, benefit riders and premium class as this policy and will be
issued at the premium rates in effect on the date of issue of this policy. The
face amount under the new policy will be the Guaranteed Insurance Amount shown
in the Policy Data Section unless the exchange is made under the "Changes Within
A Fund" privilege, in which event it will be equal to the death benefit under
this policy on the date of exchange.

C. Amount of Proceeds

PROCEEDS

Proceeds payable at the death of the Insured will be the sum of:

1. the Guaranteed Insurance Amount plus the Variable Insurance Amount, if
positive; and

2. any insurance on the life of the Insured provided by benefit rider; and

3. the part of any premium paid which applies to a period after the Insured's
death:

less:

4. any Policy Loan and loan interest; and

5. the part of any premium due and unpaid which applies to a period before
the Insured's death.

D. Payment of Proceeds

<PAGE>

PAYMENT

The Company will usually pay the proceeds within 7 days after proofs of death
are received at the Home Office. But the payment will be delayed if the amount
cannot be determined because:

1. the NYSE is closed for trading; or

2. the SEC determines that a state of emergency exists.

Any amount to be paid at the death of the Insured or any other termination of
this policy will be paid in one sum unless otherwise provided. Proceeds of $1000
or more may be applied to any Payment Option.

If no Payment Option is elected, interest at the rate then being paid on
Proceeds Left at Interest will be paid on the Proceeds to the date of payment.

ELECTION OF PAYMENT OPTIONS

1. BY OWNER

While the Insured is alive, the owner may elect any Payment Option. The Owner
may change any election if that right has been reserved.

2. BY BENEFICIARY

At the time Proceeds are payable, a Beneficiary may elect any Payment Option if
the owner has made no election prior to the death of the Insured.

Any election or change must be in writing in a form acceptable to the Company.

PAYMENT OPTIONS

1. PAYMENT FOR A DESIGNATED NUMBER OF YEARS

Payments will begin on the Option Date. Payments will continue for the number of
years elected. The number of years may not exceed 25. Payments may be increased
by additional interest.

<PAGE>

Guaranteed minimum monthly payment for each $1,000 of Proceeds applied.

Years Payment Years Payment Years Payment
- ---------------------------------------------------------
1 $84.28 8 $11.47 15 $6.64
2 42.66 9 10.32 16 6.30
3 28.79 10 9.39 17 6.00
4 21.86 11 8.64 18 5.73
5 17.70 12 8.02 19 5.49
6 14.93 13 7.49 20 5.27
7 12.95 14 7.03 25 4.46
- ---------------------------------------------------------

2. PAYMENT OF LIFE INCOME

Payments will begin on the Option Date. Payments will continue while the payee
is alive. The amount of payment will depend on the age and sex of the payee. If
the payee is not an individual, the amount of payment will depend on the age and
sex of a person chosen by the payee and agreed to by the Company. Payments will
continue while the chosen person is alive. Payment will be subject to acceptable
proof of age. The Company may require proof that the person on whom the payment
is based is alive when each payment is due. Any of the following provisions may
be chosen.

a. Life Income, Guaranteed Period - Payments are guaranteed for 10 or 20
years, as elected, and for life thereafter. During the guaranteed period
of 10 or 20 years, the payments may be increased by additional interest.

b. Life Income, Guaranteed Return - The sum of the payments made and any
payments due at the death of the person on whom the payments are based
will never be less than the Proceeds applied.

c. Life Income Only - Payments will be made only while the person on whom the
payments are based is alive.

<PAGE>

2. PAYMENT OF LIFE INCOME

<TABLE>
<CAPTION>
PAYMENT OF LIFE INCOME OPTIONS PAYMENT OF LIFE INCOME OPTIONS
MALE FEMALE
Monthly Payment for Each $1,000 of Proceeds Monthly Payment for Each $1,000 of Proceeds
- ------------------------------------------------------------------------------------------------------------------------------------
Age of Age of
Payee Payee
Last -------------------------------------------------------- Last ----------------------------------------------------
Birthday, Option 2a Option 2b Option 2c Birthday, Option 2a Option 2b Option 2c
When -------------------------------------------------------- When -----------------------------------------------------
First First
Payment Payment
is 10 Years 20 Years Guaranteed Life Income is 10 Years 20 Years Guaranteed Life Income
Payable Guaranteed Guaranteed Return Only Payable Guaranteed Guaranteed Return Only
- -----------------------------------------------------------------------------------------------------------------------------------

<PAGE>

3. PAYMENT OF A DESIGNATED AMOUNT

The Company will make equal monthly, quarterly, semiannual, or annual payments.
The payment elected must be at least $50.00 a year for each $1000 of Proceeds
applied. Payments will begin on the Option Date. Payments will continue until
the Proceeds applied and interest at two and a half percent and any additional
interest are exhausted.

4. PROCEEDS LEFT AT INTEREST

For any period agreed on, the Proceeds may be left with the Company. Interest on
the proceeds will be paid at the guaranteed rate of two and a half percent and
may be increased by additional interest. The interest may be paid monthly,
quarterly, semiannually, or annually, as elected, or may be left with the
Company to accumulate.

OTHER PAYMENT OPTIONS

The Proceeds will be paid in any other manner agreed to by the Company.

MORE FAVORABLE PAYMENT AMOUNTS

Higher guaranteed minimum payment amounts may be in use at the time Proceeds are
payable. If so, the more favorable Payment Options will be available.

OPTION DATE

The Option Date is the date the Insured dies or any other date the Policy
terminates.

PAYMENT CONTRACTS

Issue

When Proceeds become payable under a Payment Option, a Payment Contract will be
issued to the payee in exchange for this policy. The effective date of a Payment
Contract will be the Option Date.

Assignment

Payment Contracts may not be assigned.

CHANGE IN PAYMENT

Change in Payment may be made only if it is provided for in the Payment
Contract.

WITHDRAWAL OF PROCEEDS

Proceeds may be withdrawn under a Payment Option if provided in the Payment
Contract. Under Payment for a Designated Number of Years, the sum of the
remaining guaranteed payments discounted at an interest rate of two and a

<PAGE>

half percent compounded annually, may be withdrawn. Under Payment of a
Designated Amount and Proceeds Left at Interest, all or part of the remaining
Proceeds and any interest earned but not paid may be withdrawn. Proceeds may not
be withdrawn from any of the Payment of Life Income options.

DEATH OF PAYEE

If any payments remain to be paid under a Payment Option when the payee dies,
payment will be made according to the terms of the Payment Contract.

LIMITATIONS ON WITHDRAWALS AND CHANGES

Any withdrawal or change will be subject to the Amount Requirements for Payment
Options and Payments. The Company may postpone payment of any withdrawal for not
more than 6 months from the date the written request is received in the Home
Office.

AMOUNT REQUIREMENTS FOR PAYMENTS OPTIONS AND PAYMENTS

The minimum Proceeds that may be applied for any one payee or that may remain
after a withdrawal under any one Payment Option is $1000. Proceeds less than
this amount will be paid in one sum to that payee.

The payment elected under any one Payment Option may not be less than $10.00.

PAYMENTS AND INTEREST

The payment amounts shown in the option tables are the guaranteed minimum
monthly payments. If specified in the Payment Option elected, payments may be
increased by additional interest. The additional interest will be determined
annually by the Company.

E. Beneficiary

DESIGNATION

The Beneficiary named in the application for this Policy will receive the
Proceeds when the Insured dies unless the Beneficiary designation has been
changed by the owner.

CHANGE

The Owner may change any Beneficiary designation while the Insured is alive
unless otherwise provided in the previous designation. A change of Beneficiary
designation will revoke any previous designation.

A change of designation may be made by filing a written request with the Home
Office. The request must be in a form acceptable to the Company. The Company may
require this Policy for endorsement of a change of Beneficiary designation.

<PAGE>

DEATH OF BENEFICIARY

Unless otherwise provided in the Beneficiary designation:

1. if any Beneficiary dies before the Insured, that Beneficiary's interest
will pass to any other Beneficiaries according to their respective
interests; or

2. if no Beneficiary survives the insured, the Proceeds will be paid in one
sum to the Owner, if living; otherwise to the Owner's estate.

F. Policy Values

BASIS OF COMPUTATION

Computations of reserves, cash values and single premiums to purchase reduced
paid-up or extended term insurance are based on age last birthday and interest
at the annual rate of 4 percent. Computations are based on mortality rates from
the Commissioners 1958 Standard Ordinary Male Mortality Table. Except mortality
rates for extended term insurance are from the Commissioners 1958 Extended Term
Male Table. For females, the mortality bases are the tables set back 6 years.
When making computations, it is assumed that premiums are paid annually and that
death claims are paid immediately.

The tabular cash values are the greater of (1) or (2) where:

1. is the retrospective accumulation of tabular net premiums plus interest
less the cost of insurance for the Guaranteed Insurance Amount, and;

2. is the minimum cash values as defined by the Standard Valuation Law using
4 percent interest and the 1958 CSO Mortality Table for the Guaranteed
Insurance Amount.

A detailed statement of computations has been filed with the insurance
supervisor of the state of jurisdiction where this policy is delivered. The
values are not less than those required by the law of that state or
jurisdiction. Any benefit provided by an attached rider will not increase these
values unless stated in that rider.

CASH VALUE

The cash value of this Policy will vary daily. It is calculated as follows:

1. if no premium is due and unpaid, the cash value on a date equals the
tabular cash value on that date plus (or minus) the net single premium on
that date for the Variable Insurance Amount.

The investment return for the period from the first day of the policy year
to that date is then added (or subtracted).

2. if a premium is due and unpaid, the cash value on a date within 3 months

<PAGE>

of the due date of the overdue premium equals the cash value as of the due
date plus (or minus) the investment return for the period from the due
date to the calculation date. 3. if a policy is being continued as reduced
paid-up or extended term insurance, the cash value will equal the policy
reserve.

POLICY LOANS

LOAN VALUE

The Loan Value of this Policy will be:

1. 75 percent of the cash value of this Policy during the first three policy
years; or

2. 90 percent of the cash value of this Policy after the first three policy
years.

If this Policy is continuing in force as Reduced Paid Up Insurance, the
loan value is the Policy's cash value on the next anniversary minus
interest at 6 percent per year to next anniversary.

If this Policy is continuing in force as Extended Term Insurance, this Policy
has no Loan Value.

AMOUNT OF LOAN AVAILABLE

The Amount of Loan Available will be the Loan Value less:

1. any due and unpaid premium;

2. any existing Policy Loan; and

3. any loan interest to the next policy anniversary or the next premium due
date, whichever is earlier.

Any due and unpaid premium used in arriving at the Amount of Loan Available will
be a Policy Loan subject to loan interest.

A loan for less than $100.00 will not be made except to pay a premium on this
policy.

LOANS AND REPAYMENT

The Owner may obtain all or part of the Amount of Loan Available by written
request to the Home Office. The request must be in a form acceptable to the
Company. This Policy assigned to the Company is the only security needed. The
Company will usually make a Policy Loan within several days from the date the
request is received at the Home Office. But the making of the loan will be
delayed if the amount cannot be determined because

1. The NYSE is closed for trading; or

<PAGE>

2. the SEC determines that a state of emergency exists. Policy Loans used to
pay premiums on policies issued by the Company may not be postponed. If this
Policy is continuing in force as Reduced Paid Up Insurance, the making of the
loan may be delayed for up to six months. The Company will usually make a Policy
Loan within seven days from the date the request is received at the Home Office.
But the making of the loan will be delayed if the amount cannot be determined
because

1. The NYSE is closed for trading; or

2. the SEC determines that a state of emergency exists.

Policy Loans used to pay premiums on policies issued by the Company may not be
postponed. If this Policy is continuing in force as Reduced Paid Up Insurance,
the making of the loan may be delayed for up to six months. The Company may
require this policy for endorsement of a Policy Loan.

A Policy Loan may be repaid in full or in part at the Home Office while this
Policy is in force if the Insured is alive. If this Policy is in force under a
Surrender Value Option, the amount of loan deducted in determining the Surrender
Value may be repaid only if this Policy is reinstated.

TERMINATION OF POLICY

At any time the Policy Loan and loan interest equal or exceed the Loan Value,
this Policy will terminate without further value. However, in no event, will
this Policy terminate until 31 days after a notice has been mailed to the last
known address of the Owner. A notice will also be mailed to any assignee of
record.

INTEREST ON POLICY LOANS

Interest will be charged on a Policy Loan at the annual Policy Loan Interest
Rate of 6 percent. Interest is payable at the end of each policy year. Interest
is also payable on the date the loan is repaid. If interest is not paid, the
loan will be increased by that amount.

EFFECT OF A LOAN

When a Policy Loan is made, a part of the cash value equal to the loan is
transferred from the Separate Accounts to the Company's general account. The
amount maintained in the general account will not be credited with the Net
Investment Return earned by the Separate Account during the period the loan is
outstanding. Instead, it grows at the assumed interest rate of 4 percent, in
accordance with the tabular cash value calculations as filed with the state's
insurance departments. Therefore, this Policy's death benefit above the
guaranteed minimum and this Policy's cash value are permanently affected by any
loan whether or not repaid in whole or in part. When a Policy Loan repayment is
made, it will be transferred from the Company's general account to the Separate
Accounts. Loans and repayments will be allocated to each Separate Account in
proportion to the investment base in each Separate Account as of the date of the
loan or repayment. Any policy debt will be

<PAGE>

subtracted from the death benefit or the cash value on payment. A loan or
repayment will not effect premium payments.

SURRENDER VALUE AND OPTIONS

SURRENDER VALUE

The Surrender Value of this Policy will be:

1. the cash value of this Policy, not including the cash value of any
riders attached,

less:

2. any Policy Loan and Loan interest.

A description of how the cash value of this Policy is calculated appears in the
"Cash Value" section.

ELECTION OF SURRENDER VALUE OPTIONS

The Owner may elect a Surrender Value Option not later than 60 days after the
due date of the first unpaid premium if the Insured is alive. Election is made
by filing a written request at the Home Office. The request must be in a form
acceptable to the Company.

SURRENDER VALUE OPTIONS

Paid in Cash

The Owner may surrender this Policy for its Surrender Value. Upon surrender,
this insurance terminates. The Surrender Value will be:

1. paid in one sum to the Owner; or

2. applied under a Payment Option elected by the owner.

Surrender will be effective on the date the Company has received both this
Policy and a written request in a form acceptable to the Company.

The Company will usually pay the Surrender Value within 7 days. But payment may
be delayed when the Company is not able to determine the amount because:

1. the NYSE is closed for trading; or

2. the SEC determines that a state of emergency exists.

If the Company postpones payment more than 30 days, interest at a rate of not
less than 3 percent will be paid on the Surrender Value. The interest will be
paid from the date of surrender to the date payment is made.

<PAGE>

Paid-Up Insurance

This Policy may be continued in force as Paid-Up Insurance. the amount of
Paid-Up Insurance will be calculated using the Surrender Value of this Policy as
a net single premium as of the due date of the first unpaid premium at the then
current age of the Insured.

Extended Term Insurance

If this Policy is not in a Substandard premium class, this Policy may be
continued in force as term insurance. No further premiums are payable. The
amount of Extended Term Insurance will be:

1. the Guaranteed Insurance Amount plus the Variable Insurance Amount, if
positive;

less:

2. any Policy Loan and loan interest.

The length of time the Extended Term Insurance continues will be calculated
using the Surrender Value of this Policy as a net single premium as of the due
date of the first unpaid premium at the then current age of the Insured.

If insurance in an equal or greater amount would be provided under the Paid-Up
Insurance option, coverage will be provided only under that option.

When the policy is continued as reduced paid-up or extended term insurance, this
policy's investment base is transferred from the Separate Accounts to the
Company's general investment account. After that, the benefits will not vary
with investment return unless this policy is later reinstated.

SURRENDER OF PAID-UP OR EXTENDED TERM INSURANCE

The Owner may surrender Paid-Up or Extended Term insurance at any time for the
then current value.

If the Paid-Up or Extended Term insurance is surrendered within 31 days after a
policy anniversary, the cash value used in determining the Surrender Value will
not be less than the cash value on that anniversary.

Surrender will be effective on the date the Company has received both this
Policy and a written request in a form acceptable to the Company. The Company
may postpone payment for not more than 6 months.

If the payment is postponed more than 30 days, interest at a rate of not less
than 3 percent will be paid on the Surrender Value. The interest will be paid
from the date of surrender to the date payment is made.

RIDERS

When a Surrender Value Option becomes effective, all benefit riders attached to
this Policy will terminate unless otherwise provided in the rider.

<PAGE>

G. Premiums

WHERE PAYABLE

Premiums are payable to the Company at its Home Office. A receipt, signed by the
President or the Secretary of the Company and countersigned by a representative,
will be furnished upon request.

AMOUNT AND FREQUENCY

Premiums are payable in advance beginning on the Date of Issue in the amounts
and at the intervals shown on page 3. Premiums may be paid annually,
semiannually, quarterly, or monthly. The Owner may change the frequency of
premium payments subject to the Company's rules in effect at the time of the
change. The change is made by filing a written request in a form acceptable to
the Company at its Home Office.

AUTOMATIC PREMIUM LOAN PROVISION

Any premium not paid before the end of its Grace Period will be paid by charging
the premium as a Policy Loan against this Policy if:

1. the Automatic Premium Loan has been elected in the application for this
policy or is elected in writing received by the Company at its Home Office
while no premium is in default; and

2. if the resulting Policy Loan and loan interest to the next premium due
date do not exceed the Loan Value.

Interest at the Policy Loan Interest Rate will be charged on the Automatic
Premium Loan from the date the Grace Period ends. If the premium due cannot be
paid by Automatic Premium Loan, the provision entitled Surrender Value Options
Upon Default will apply.

The Automatic Premium Loan Provision may be revoked at any time by written
request from the Owner received by the Company at its Home Office.

GRACE PERIOD

A Grace Period of 31 days will be allowed for payment of each premium after the
first. This Policy will continue in force during the Grace Period unless
surrendered.

DEFAULT IN PAYMENT OF PREMIUMS, SURRENDER VALUE OPTIONS UPON DEFAULT, AND
REINSTATEMENT

DEFAULT IN PAYMENT OF PREMIUMS

Any premium not paid before the end of its Grace Period will result in default.
The date of default is the date on which the unpaid premium was due. Default
will terminate this Policy except as provided under Surrender Value Options Upon
Default.

<PAGE>

SURRENDER VALUE OPTIONS UPON DEFAULT

Upon default, any Surrender Value will be applied:

1. under a Surrender Value Option previously elected;

2. under a Surrender Value Option elected within 60 days after the date of
default; or

3. under the Extended Term Insurance Surrender Value Option if the Owner has
made no other election. If this policy is in a substandard premium class
Extended Term Insurance is not available and Paid-Up Insurance will be the
automatic option.

REINSTATEMENT

This Policy may be reinstated at any time within 5 years after default unless
this Policy was surrendered for cash. The requirements for reinstatement are:

1. presentation of evidence of insurability acceptable to the Company;

2. payment of the greater of:

a. (i) all premiums from the date of default with interest to the
date of reinstatement plus

(ii) any policy debt (plus interest to the date of
reinstatement) in effect when this policy was continued as Paid Up
Insurance of Extended Term Insurance; or

b. 110% of the increase in cash value resulting from reinstatement.

Any policy debt that arose after this Policy was continued as Paid-Up Insurance
and is in effect immediately before reinstatement is then added to the greater
of (a) or (b) to comprise the payment required.

Interest is calculated at the rate of 6 percent per year compounded annually.

ENDORSEMENT
The following two paragraphs replace the first two paragraphs of the BASIS OF
COMPUTATION section on Page 14 of this policy:

Computations of reserves, cash values and single premiums to
purchase reduced paid-up or extended term insurance are based
on age last birthday and interest at the annual rate of 4
percent. Computations are based on mortality rates from the
Commissioners 1980 Standard Ordinary Mortality Table. Except
morality rates for extended term insurance are from the
Commissioners 1980 Extended Term Table. When making
computations, it is assumed that premiums are paid annually
and that death claims are paid immediately.

<PAGE>

The tabular cash values are the greater of (1) or (2) where:

1. is the retrospective accumulation of tabular net
premiums plus interest less the cost of insurance for
the Guaranteed Insurance Amount, and;

2. is the minimum cash values as defined by the Standard
Non-forfeiture Law using 4 percent and the 1980 and the
1980 CSO Mortality Table for the Guaranteed Insurance
Amount.

End-VL (80)
FIRST INVESTORS LIFE INSURANCE COMPANY
/S/Richard H. Gaebler
President

<PAGE>

VARIABLE
LIFE INSURANCE
POLICY

Variable Limited Payment Life - Insurance Payable at Death of Insured - Premiums
Payable until the earlier of End of Premium Period or Death of Insured

Options for Payment of Proceeds

Nonparticipation - No Annual Dividends

FIRST INVESTORS
LIFE INSURANCE COMPANY
95 Wall Street/New York, N.Y. 10005

<PAGE>

BENEFIT

The Company will pay the amount of Accidental Death Benefit shown on page 4 of
this Policy in accordance with the terms of this Policy and this Benefit. The
amount will be included in the Proceeds of this policy and will be paid upon
receipt of due proof that the death of the Insured:

1. resulted, directly and independently of all other causes, from an
accidental bodily injury.

2. occurred within 90 days from the date of injury; and

3. prior to the policy anniversary on which the Insured attains age 70; and

4. occurred while this Policy and this Benefit were in force.

RISKS NOT COVERED

The Accidental Death Benefit provided by this Benefit shall not be payable if
the Insured's death results, directly or indirectly, from any of the following
causes or is contributed to, wholly or in part, by any of the following causes:

1. insurrection or war or any act attributable to war, whether or not the
insured is in military service. The term "war" includes declared or
undeclared war or any conflict between the armed forces of any country or
countries;

2. suicide, or any attempt at suicide, while sane or insane;

3. bodily or mental infirmity or disease of any kind, even though the
proximate or precipitating cause of death is accidental bodily injury;

4. committing or attempting to commit a felony;

5. no indemnity will be paid for loss caused by the voluntary use of any
controlled substance as defiend in Title II of the Comprehensive Drug
Abuse Prevention and Control Act of 1970, as now or hereafter amended,
unless as prescribed by his physician for the insured.

6. operating, riding in,or descending from any kind of aircraft if the
Insured:

a. is a pilot, or member of the crew; or

b. is being flown for the purpose of descent from such aircraft
while in flight; or

<PAGE>

c. is giving or receiving any kind of training or instructions;
or

d. has any duties aboard such aircraft.

GENERAL PROVISIONS

1. This Benefit is made a part of this Policy to which it is attached.

2. This Benefit is subject to all the provisions of this Policy.

3. The Effective Date of this benefit is the Date of Issue of this Policy
unless otherwise shown onpage 4 of this Policy.

4. This Benefit terminates:

a. on the policy anniversary on which the age of the Insured is
seventy; or

b. when any premium on this Policy or on this Benefit is in default
beyond the end of its Grace Period; or

c. on the due date of any premium by written request of the Owner.

5. The Company shall have the right and opportunity to examine the body of
the Insured and to have an autopsy performed where permitted by law.

6. The premium for this Benefit is shown on page 4 of this policy.

7. This Additional Benefit shall be incontestable after it has been in force
during the lifetime of the Insured for a period fo two years from its Date
of Issue.

FIRST INVESTORS LIFE INSURANCE COMPANY
/s/Richard H. Gaebler
President

DECLARATION OF INTENTION AND CHARTER

FIRST INVESTORS LIFE INSURANCE COMPANY

(Pursuant to Section 48 of the New York Insurance Law)

D E C L A R A T I O N

We, the undersigned, all being natural persons of full age, and at
least two thirds of us citizens of the United States, and at least three of us
residents of the State of New York, do hereby declare our intention to form a
stock corporation for the purpose of doing the kinds of insurance business
authorized by Paragraphs "1", "2" and "3" respectively of Section 46 of the
Insurance Law of the State of New York to the extent permitted by the Charter
and for that purpose do adopt the following:

<PAGE>

C H A R T E R

FIRST INVESTORS LIFE INSURANCE COMPANY

ARTICLE I

The name of this corporation shall be FIRST INVESTORS LIFE INSURANCE
COMPANY.

ARTICLE II

The place where this Corporation shall be located and where it shall
have its principal office and place of business shall be in the City of New
York, County of New York, and State of New York, and it shall have power to
conduct its business wherever authorized by law. It shall have power by its
Board of Directors to establish and maintain other and subordinate offices in
this State and in other states, territories and countries.

ARTICLE III

The kinds of insurance or other business to be transacted by the
Corporation shall be the following:

A. Those kinds of insurance specified in Paragraphs "1", "2" and "3" of
Section 46 of the Insurance Law of the State of New York, as now or hereafter
amended, as follows:

1. "Life Insurance", meaning every insurance upon the lives of human
beings and every insurance appertaining thereto. The business of life insurance
shall be deemed to include the granting of endowment benefits; additional
benefits in the event of death by accident or accidental means; additional
benefits operating to safeguard the contract from lapse, or to provide a special
surrender value, in the event of total and permanent disability of the insured;
and optional modes of settlement of proceeds.

2. "Annuities", meaning all agreements to make periodical payments
where the making or continuance of all or of some of a series of such payments,
or the amount of any such payment, is dependent upon the continuance of human
life, except payments made under the authority of paragraph one.

Any such agreement made in connection with a qualified
pension, profit-sharing or annuity plan may provide that any amounts paid to the
insurer to provide annuities shall be allocated by the insurer to one or more
separate accounts.

3. "Accident and health insurance", meaning (a) Insurance

<PAGE>

against death or personal injury by accident or by any specified kind or kinds
of accident and insurance against sickness, ailment or bodily injury, including
insurance providing disability benefits pursuant to article nine of the
workmen's compensation law, except as specified in subparagraph (b) following;
and (b) Non-cancellable disability resulting from sickness, ailment or bodily
injury, (but not including insurance solely against accidental injury) under any
contract which does not give the insurer the option to cancel or otherwise
terminate the contract at or after one year from its effective date or renewal
date.

B. The cession of reinsurance of any or all risks taken by this
Corporation and the assumption of reinsurance risks taken by other companies to
the extent permitted by law.

C. Such other kind or kinds of business as are necessarily or properly
incidental to the kind or kinds of business which this Corporation is authorized
to transact under A and B above.

ARTICLE IV

The mode and manner in which the corporate powers of this Corporation
shall be exercised are through a Board of Directors and by such committees,
officers and agents as said Board of Directors may appoint or elect.

ARTICLE V

The number of the Directors of this Corporation shall be not less than
thirteen (13) nor more than twenty-one (21) persons, a majority of whom at all
times shall be citizens and residents of the State of New York or of adjoining
states and not less than three of whom shall be residents of the State of New
York. The number of its directors shall be determined by the By-Laws of this
Corporation but shall in no event be less than thirteen (13).
The Directors of the Corporation need not be stockholders of the
Corporation and each shall be elected at the annual meeting of stockholders of
the Corporation by plurality of the whole number of shares voted at the meeting.
Each director so elected shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualified.

Vacancies occurring in the Board of Directors in the intervals between
annual meetings of stockholders shall be filled by a majority vote of the
remaining Directors in office at a special meeting called for that purpose or at
a regular meeting of the Board.

Officers of the Corporation shall be elected annually at an
organization meeting of the Board of Directors, notice of which need not be
given, to be held annually immediately after the election of directors or at any
other meeting, duly held, whenever a vacancy in any office shall occur.

<PAGE>

ARTICLE VI

The names and post office residence addresses of the Directors who
shall serve until the first annual meeting of this Corporation are:

Name Address
- ---- -------
Arthur K. Atkinson, Sr. Apt. 13D Frontenao
40 North Kingshighway
St. Louis 8, Missouri

John D. Case Timberland Lane
Old Brookville, New York

Harold M. Cole Union League Club
38 E. 37th St.
New York, New York

Edward B. Conway Bobolink Lane
Greenwich, Conn.

David D. Grayson 7 Melby Lane
East Hills, New York

Glenn O. Head 30 Winding Way
Madison, New Jersey

Harold Holden 25 Locust Lane
Mt. Vernon, N.Y.

Berkeley D. Johnson 33 Paddington Road
Scarsdale, N.Y.

John H. Kostmayer 536 E. 85 St.
New York 28, New York

Michael Marchese 68 Fair Hill Drive
Long Meadow, Mass.

John A. Onsa Parktowne Place
Apt. 1614 North
Philadelphia 30, PA.

Rowland A. Robbins 655 Park Ave.
New York 21, New York

William E. Robinson Dairy Road
Greenwich, Connecticut

<PAGE>

ARTICLE VII

The duration of the Corporation shall be perpetual.

ARTICLE VIII

The amount of the capital stock of the Corporation shall be FIVE
HUNDRED THOUSAND ($500,000) Dollars, consisting of TWO HUNDRED FIFTY THOUSAND
(250,000) shares of capital stock of the par value of TWO ($2.00) Dollars each.

ARTICLE IX

Unless otherwise determined by the Board of Directors, no holder of any
stock of the Corporation whether now or hereafter authorized or issued, shall,
as such holder, have any right to purchase or subscribe for any new or
additional issue of (1) shares of stock, or of any option or options, or other
instrument or instruments, that shall confer upon the holder or holders thereof
the right to subscribe for or to purchase or receive from the Corporation any
shares of its stock, whether now or hereafter authorized, or (2) of any
obligations which may be convertible into or exchangeable for any shares of
stock of the Corporation, or to which shall be attached or appurtenant any
option or options, or other instrument or instruments, that shall confer upon
the holder or holders of such obligation, option or instrument the right to
subscribe for, or to purchase or receive from the Corporation, any shares of its
stock; and all such rights are waived by each such holder of the stock of the
Corporation.

ARTICLE X

The annual meeting of stockholders shall be held on the third Monday of
April in each and every year, and if that day be a legal holiday, then on the
next succeeding business day.

Notice of the time and place of such meeting shall be given as
prescribed in the By-Laws and as required by law, including notice to the
Superintendent of Insurance of the State of New York to the extent required by
law.

Holders of record of a majority of the shares of capital stock issued
and outstanding, represented in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of stockholders, except as
otherwise provided by law. In the absence of a quorum, the stockholders
attending or represented at the time and place for which a meeting shall have
been called, or any officer entitled to preside or act as secretary at such
meeting, may adjourn the meeting from time to time, without notice other than by
announcement at the meeting, until holders of the number of shares of stock
requisite to constitute a quorum shall attend.

<PAGE>

At stockholders' meetings each stockholder shall be entitled to one
vote, either in person or by proxy, for each share of stock held by him.

The Board of Directors may fix a day, not more than forty (40) days
prior to the day of holding any meeting of the stockholders as the day as of
which stockholders entitled to notice of and to vote at such meeting shall be
determined, and only stockholders of record on such day shall be entitled to
notice of or to vote at such meeting.

ARTICLE XI

The Board of Directors shall have power to appoint from among their
number an Executive Committee which, to the extent provided by the By-Laws and
permitted by law, shall exercise the powers of the Board of Directors in the
management of the property and affairs of the Corporation during the intervals
between the meetings of the Board of Directors.

ARTICLE XII

The Board of Directors may adopt such By-Laws, not inconsistent with
this Charter and the laws of this State, as may be deemed appropriate for the
election and government of the officers of the Corporation and the conduct of
its business and affairs, and the said Board shall have power to alter, amend,
suspend and revoke the same.

ARTICLE XIII

The Corporation may issue both participating policies or contracts and
non-participating policies or contracts, upon receiving a special permit from
the Superintendent of Insurance of the State of New York so to do and in
compliance with and pursuant to the provisions of Section 216 of the Insurance
Law of the State of New York, as amended.

ARTICLE XIV

Each Director and each officer of the Corporation shall be indemnified
by the Corporation against expenses actually and reasonably incurred by him,
including attorneys' fees, in connection with any action, suit or proceeding to
which he may be made a party by reason of his having been a director or officer
of the Corporation (whether or not he continued to be a director or officer at
the time of incurring such expenses) except in relation to matters as to which
he shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of his duty as such director or
officer. The foregoing right of indemnification shall not be exclusive of any
other right to which he may be entitled as a matter of law.

<PAGE>

IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed
our seals this 10th day of July, 1962.

/S/ John W. Brown

/S/ John D. Case

/S/ Harold M. Cole

/S/ John Confort, Jr.

/S/ Herbert J. Deitz

/S/ David D. Grayson

/S/ John H. Kostmayer

/S/ Arthur J. Marangelo

/S/ Robert D. Murdock

/S/ Joseph M. O'Brien

/S/ Rowland A. Robbins

/S/ George J. Solomon

/S/ John P. Sullivan