AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCOUNT V
S-6, 2000-01-21
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             As filed with the Securities and Exchange Commission on
                                January 21, 2000

                             Registration No._______
             ======================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------


                                    Form S-6

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

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

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

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                           (EXACT NAME OF REGISTRANT)
                                ----------------
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                   (Depositor)
                                 5900 "O" Street
                             Lincoln, Nebraska 68510
                                ----------------

                                Donald R. Stading
                          Secretary and General Counsel
                    Ameritas Variable Life Insurance Company
                                 5900 "O" Street
                             Lincoln, Nebraska 68510
                                -----------------

Title of Securities Being Registered: SECURITIES OF UNIT INVESTMENT TRUST

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

Flexible Premium Variable Life Insurance Policies--Registration of an indefinite
amount of securities  pursuant to Rule 24f-2 under the Investment Company Act of
1940

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further  amendment  which  specifically  states that this  Registration  shall
thereafter  become  effective in accordance  with Section 8(a) of the Securities
Act of 1933 or until the  Registration  Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a) may determine.


<PAGE>



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

 ITEM NO. OF
 FORM N-8B-2     CAPTION IN PROSPECTUS
 ------------    ----------------------

       1           Cover Page
       2           Cover Page
       3           Not Applicable
       4           Distribution of the Policies
       5           Ameritas Variable Life Insurance Company - Separate Account V
       6           Ameritas Variable Life Insurance Company - Separate Account V
       7           Not Required
       8           Not Required
       9           Legal Proceedings
      10           Summary;  Addition,  Deletion of Substitution of Investments;
                   Policy  Benefits;  Policy  Rights;  Payment and Allocation of
                   Premiums; General Provisions; Voting Rights
      11           Summary; The Funds
      12           Summary; The Funds
      13           Summary; The Funds - Charges and Deductions
      14           Summary; Payment and Allocation of Premiums
      15           Summary; Payment and Allocation of Premiums
      16           Summary;  Calvert Variable Series, Inc. Ameritas  Portfolios,
                   Variable Insurance Products Fund, Variable Insurance Products
                   Fund II, The Alger  American  Fund,  MFS  Variable  Insurance
                   Trust, Morgan Stanley Dean Witter Universal Funds, Inc.
      17           Summary, Policy Rights
      18           Calvert Variable Series,  Inc. Ameritas Portfolios , Variable
                   Insurance Products Fund, Variable Insurance Products Fund II,
                   The Alger American Fund, MFS Variable Insurance Trust, Morgan
                   Stanley Dean Witter Universal Funds, Inc.
      19           General Provisions; Voting Rights
      20           Not Applicable
      21           Summary; Policy Rights, Loan Benefits; General Provisions
      22           Not Applicable
      23           Safekeeping of the Separate Account's Assets
      24           General Provisions
      25           Ameritas Variable Life Insurance Company
      26           Not Applicable
      27           Ameritas Variable Life Insurance Company
      28           Executive Officers and Directors of AVLIC;  Ameritas Variable
                   Life Insurance Company
      29           Ameritas Variable Life Insurance Company
      30           Not Applicable
      31           Not Applicable
      32           Not Applicable
      33           Not Applicable
      34           Not Applicable
      35           Not Applicable
      36           Not Required
      37           Not Applicable
      38           Distribution of the Policies
      39           Distribution of the Policies
      40           Distribution of the Policies
      41           Distribution of the Policies

<PAGE>


 ITEM NO. OF
 FORM N-8B-2     CAPTION IN PROSPECTUS
 ------------    ----------------------

      42           Not Applicable
      43           Not Applicable
      44           Accumulation Value, Payment and Allocation of Premiums
      45           Not Applicable
      46           The Funds; Accumulation Value
      47           The Funds
      48           State Regulation of AVLIC
      49           Not Applicable
      50           The Separate Account
      51           Cover Page; Summary; Policy Benefits;  Payment and Allocation
                   of Premiums, Charges and Deductions
      52           Addition, Deletion or Substitution of Investments
      53           Summary; Federal Tax Matters
      54           Not Applicable
      55           Not Applicable
      56           Not Required
      57           Not Required
      58           Not Required
      59           Financial Statements





<PAGE>

                                   AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO


PROSPECTUS                                                       5900 "O" Street
                                                P.O. Box 82550/Lincoln, NE 68501

Corporate Benefit VUL--A Flexible Premium Variable Universal Life
Insurance Policy issued by Ameritas Variable Life Insurance Company

Corporate  Benefit VUL is a flexible premium  variable  universal life insurance
Policy ("Policy") issued by Ameritas Variable Life Insurance Company  ("AVLIC").
Corporate  Benefit VUL is designed  primarily  for an employer  who is seeking a
cost-effective  and  tax-efficient  means of informally  funding a non-qualified
deferred  compensation  plan  for  its key  executives.  Like  traditional  life
insurance  policies,  a Corporate  Benefit VUL Policy provides Death Benefits to
Beneficiaries  and gives you, the Policy Owner,  the opportunity to increase the
Policy's value. Unlike traditional policies, Corporate Benefit VUL lets you vary
the frequency and amount of premium payments, rather than follow a fixed premium
payment  schedule.  It also lets you change the level of Death Benefits as often
as once each year.

A Corporate  Benefit VUL Policy is different  from  traditional  life  insurance
policies in another  important way: the Policy Owner selects how Policy premiums
will be invested. Although the Policy guarantees a minimum Death Benefit as long
as the Policy remains in force,  the value of the Policy,  as well as the actual
Death Benefit, will vary with the performance of investments you select.

The  Investment   Options   available  through  Corporate  Benefit  VUL  include
investment  portfolios managed by Ameritas Investment Corp., Fidelity Management
&  Research  Company,  Fred  Alger  Management,  Inc.,  Massachusetts  Financial
Services Company, and Morgan Stanley Dean Witter Investment Management Inc. Each
of these  portfolios  has its own investment  objective and policies.  These are
described in the prospectuses for each investment portfolio which must accompany
this Corporate  Benefit VUL prospectus.  You may also choose to allocate premium
payments to the Fixed Account managed by AVLIC.

A Corporate  Benefit VUL Policy will be issued after AVLIC accepts a prospective
Policy Owner's  application.  Generally,  an application  must specify a minimum
Death Benefit of $100,000  ($50,000 if the Term  Insurance  Rider is attached to
the Policy). Corporate Benefit VUL Policies are available on individuals ages 18
to 65 at the time of purchase if guaranteed or simplified  underwriting  is used
and ages 18 to 85 with  regular  underwriting.  A Corporate  Benefit VUL Policy,
once purchased, may generally be canceled within 10 days after you receive it.

This Corporate Benefit VUL prospectus is designed to assist you in understanding
the  opportunities and risks associated with the purchase of a Corporate Benefit
VUL Policy. Prospective Policy Owners are urged to read the prospectus carefully
and retain it for future reference.

This  prospectus  includes  a  summary  of the most  important  features  of the
Corporate Benefit VUL Policy,  information about AVLIC, a list of the investment
portfolios  to which you may allocate  premium  payments,  as well as a detailed
description of the Corporate Benefit VUL Policy.  The appendix to the prospectus
includes  tables designed to illustrate how values and Death Benefits may change
with the investment experience of the Investment Options.

This  prospectus  must be accompanied by a prospectus for each of the investment
portfolios available through this Policy.

Although the Corporate Benefit VUL Policy is designed to provide life insurance,
a Corporate  Benefit  VUL Policy is  considered  to be a  security.  It is not a
deposit  with,  an  obligation  of, or  guaranteed  or  endorsed  by any banking
institution, nor is it insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board, or any other agency.  The purchase of a Corporate Benefit
VUL Policy involves  investment risk,  including the possible loss of principal.
For this reason,  Corporate  Benefit VUL may not be suitable for all businesses.
It may not be  advantageous  to  purchase a  Corporate  Benefit  VUL Policy as a
replacement for another type of life insurance or as a way to obtain  additional
insurance  protection if the  purchaser  already owns another  flexible  premium
variable  universal life insurance policy on the Insured.  In addition,  the tax
consequences of continuing coverage beyond age 100 are uncertain, and the Policy
Owner should consult a tax adviser as to the potential consequences.

The  Securities   and  Exchange   Commission   ("SEC")   maintains  a  web  site
(http://www.sec.gov)  that contains other information regarding registrants that
file electronically with the Securities and Exchange Commission.

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

                                   May 1, 2000

                              CORPORATE BENEFIT VUL
                                        1

<PAGE>


TABLE OF CONTENTS
                                                                            PAGE
DEFINITIONS................................................................   3
SUMMARY....................................................................   6
YEAR 2000..................................................................  10
AVLIC, THE SEPARATE ACCOUNT AND THE FUNDS..................................  11
        Ameritas Variable Life Insurance Company...........................  11
        The Separate Account...............................................  11
        Performance Information............................................  12
        The Funds..........................................................  12
        Investment Objectives and Policies of the Funds' Portfolios........  14
        Addition, Deletion or Substitution of Investments..................  17
        Fixed Account......................................................  17
POLICY BENEFITS............................................................  18
        Purposes of the Policy.............................................  18
        Death Benefit Proceeds.............................................  18
        Death Benefit Options..............................................  18
        Methods of Affecting Insurance Protection..........................  20
        Duration of Policy.................................................  20
        Accumulation Value.................................................  21
        Payment of Policy Benefits.........................................  21
POLICY RIGHTS..............................................................  22
        Loan Benefits......................................................  22
        Surrenders.........................................................  23
        Partial Withdrawals................................................  23
        Transfers..........................................................  24
        Systematic Programs................................................  24
        Free Look Privilege................................................  25
PAYMENT AND ALLOCATION OF PREMIUMS.........................................  25
        Issuance of a Policy...............................................  25
        Premiums...........................................................  26
        Allocation of Premiums and Accumulation Value......................  27
        Policy Lapse and Reinstatement.....................................  27
CHARGES AND DEDUCTIONS.....................................................  28
        Deductions From Premium Payments (Percent of Premium Charge).......  28
        Charges from Accumulation Value....................................  28
        Daily Charges Against the Separate Account.........................  29
        Fund Expense Summary...............................................  30
GENERAL PROVISIONS.........................................................  32
DISTRIBUTION OF THE POLICIES...............................................  34
FEDERAL TAX MATTERS........................................................  35
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS...............................  37
THIRD PARTY SERVICES.......................................................  37
VOTING RIGHTS..............................................................  38
STATE REGULATION OF AVLIC..................................................  38
EXECUTIVE OFFICERS AND DIRECTORS OF AVLIC..................................  38
LEGAL MATTERS..............................................................  40
LEGAL PROCEEDINGS..........................................................  40
EXPERTS....................................................................  40
ADDITIONAL INFORMATION.....................................................  40
FINANCIAL STATEMENTS.......................................................  40
AMERITAS VARIABLE LIFE INSURANCE COMPANY SEPARATE ACCOUNT V................
AMERITAS VARIABLE LIFE INSURANCE COMPANY...................................
APPENDICES................................................................. A-1

              The Policy, certain Funds, and/or certain riders are
                          not available in all states.

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER,  SALESPERSON, OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY  REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.


                              CORPORATE BENEFIT VUL
                                        2

<PAGE>



DEFINITIONS

ACCRUED EXPENSE CHARGES - Any Monthly Deductions that are due and unpaid.

ACCUMULATION VALUE - The total amount that the Policy provides for investment at
any time.  It is equal to the total of the  Accumulation  Value held in Separate
Account V, the Fixed  Account,  and any  Accumulation  Value held in the General
Account which secures Outstanding Policy Debt.

ADMINISTRATIVE  EXPENSE  CHARGE  - A  charge,  which  is  part  of  the  Monthly
Deduction, to cover the cost of administering the Policy.

ASSET-BASED ADMINISTRATIVE EXPENSE CHARGE - A daily charge that is deducted from
the  overall  assets of Separate  Account V to provide  for  expenses of ongoing
administrative services to the Policy Owners as a group.

ATTAINED AGE - The Issue Age of the Insured  plus the number of complete  Policy
Years that the Policy has been in force.

AVLIC ("we,  us, our") - Ameritas  Variable Life Insurance  Company,  a Nebraska
stock  company.  AVLIC's  Home  Office is located at 5900 "O" Street,  P.O.  Box
82550, Lincoln, NE 68501.

BENEFICIARY  - The  person or  persons to whom the Death  Benefit  Proceeds  are
payable upon the death of the  Insured.  (See the  sections on  Beneficiary  and
Change of Beneficiary.)

COST OF INSURANCE - A charge  deducted  monthly from the  Accumulation  Value to
provide the life insurance protection.  The Cost of Insurance is calculated with
reference  to an  annual  "Cost of  Insurance  Rate."  This rate is based on the
Insured's gender (where applicable), Issue Age, Policy duration, and risk class.
The Cost of Insurance is part of the Monthly Deduction.

DEATH  BENEFIT - The amount of insurance  coverage  provided  under the selected
Death Benefit option of the Policy.

DEATH BENEFIT PROCEEDS - The proceeds payable to the Beneficiary upon receipt by
AVLIC of  Satisfactory  Proof of Death of the  Insured  while  the  Policy is in
force. It is equal to: (l) the Death Benefit; (2) plus additional life insurance
proceeds  provided by any riders;  (3) minus any  Outstanding  Policy Debt;  (4)
minus any Accrued Expense Charges,  including the Monthly  Deduction through the
month of death.

FIXED  ACCOUNT - An account that is a part of AVLIC's  General  Account to which
all or a portion of Net Premiums and transfers may be allocated for accumulation
at fixed rates of interest.

GENERAL  ACCOUNT - The General  Account of AVLIC  includes all of AVLIC's assets
except those assets  segregated into separate  accounts such as Separate Account
V.

GRACE PERIOD - A 61 day period from the date  written  notice of lapse is mailed
to the Policy  Owner's last known  address.  If the Policy Owner makes a payment
during the Grace Period such that the Net Cash Surrender  Value of the Policy is
sufficient to pay the Monthly Deduction, the Policy will not lapse.

INSURED - The person whose life is insured under the Policy.

INVESTMENT  OPTIONS - Refers to the Subaccounts and/or the Fixed Account offered
under this Policy.

ISSUE AGE - The age of the Insured at the Insured's  birthday nearest the Policy
Date.

ISSUE  DATE - The  date  that  all  financial,  contractual  and  administrative
requirements have been met and processed for the Policy.


                              CORPORATE BENEFIT VUL
                                        3

<PAGE>



MONTHLY  ACTIVITY  DATE - The same date in each  succeeding  month as the Policy
Date  except  should  such  Monthly  Activity  Date fall on a date  other than a
Valuation Date, the Monthly Activity Date will be the next Valuation Date.

MONTHLY  DEDUCTION - The  deductions  taken from the  Accumulation  Value on the
Monthly  Activity Date.  These  deductions are equal to: (1) the current Cost of
Insurance; (2) the Administrative Expense Charge; and (3) rider charges, if any.

MORTALITY  AND EXPENSE  RISK CHARGE - A daily  charge that is deducted  from the
overall assets of Separate  Account V to provide for the risk that mortality and
expense costs may be greater than expected.

NET CASH SURRENDER VALUE - The Accumulation Value of the Policy on any Valuation
Date (including for this purpose,  the date of Surrender),  less any Outstanding
Policy Debt and any Accrued Expense Charges.

NET PREMIUM - Premium paid less the Percent of Premium Charge.

OUTSTANDING  POLICY  DEBT - The  sum of all  unpaid  Policy  loans  and  accrued
interest on Policy loans.

PERCENT OF PREMIUM  CHARGE - The amount  deducted from each premium  received to
cover certain expenses such as premium-based taxes, expressed as a percentage of
the premium. (See the section on Deductions From Premium Payment.)

PLANNED  PERIODIC  PREMIUMS - A selected  schedule of equal premiums  payable at
fixed intervals.  The Policy Owner is not required to follow this schedule,  nor
does following this schedule ensure that the Policy will remain in force.

POLICY - The flexible premium  variable  universal life insurance Policy offered
by AVLIC and described in this prospectus.

POLICY  ANNIVERSARY  DATE - The same day as the  Policy  Date for each  year the
Policy remains in force.

POLICY DATE - The effective date for all coverage  provided in the  application.
The Policy Date is used to determine Policy Anniversary Dates,  Policy Years and
Monthly Activity Dates. Policy  Anniversaries are measured from the Policy Date.
The  Policy  Date and the Issue  Date will be the same  unless:  (1) an  earlier
Policy Date is specifically  requested,  or (2) there are additional premiums or
application  amendments  at time of delivery.  (See the section on Issuance of a
Policy.)

POLICY  OWNER - ("you,  your") The owner of the  Policy,  as  designated  in the
application  or  as  subsequently  changed.  If a  Policy  has  been  absolutely
assigned,  the assignee is the Policy  Owner.  A collateral  assignee is not the
Policy Owner.

POLICY YEAR - The period from one Policy  Anniversary Date until the next Policy
Anniversary  Date.  A  "Policy  Month"  is  measured  from the same date in each
succeeding month as the Policy Date.

SATISFACTORY PROOF OF DEATH - Means all of the following must be submitted:  (1)
A certified copy of the death  certificate;  (2) A Claimant  Statement;  (3) The
Policy;  and (4) Any other  information  that  AVLIC may  reasonably  require to
establish the validity of the claim.

SEPARATE  ACCOUNT  V - This  term  refers  to  Separate  Account  V, a  separate
investment  account  established by AVLIC to receive and invest the Net Premiums
paid under the Policy and  allocated by the Policy Owner to Separate  Account V.
Separate  Account V is segregated  from the General Account and all other assets
of AVLIC.

SPECIFIED  AMOUNT - The minimum Death  Benefit under the Policy,  as selected by
the Policy Owner.


                              CORPORATE BENEFIT VUL
                                        4

<PAGE>



SUBACCOUNT  - A  subdivision  of  Separate  Account V. Each  Subaccount  invests
exclusively in the shares of a specified portfolio of the Funds.

SURRENDER - The  termination of the Policy during the Insured's life for the Net
Cash Surrender Value.

VALUATION  DATE - Any day on  which  the New  York  Stock  Exchange  is open for
trading.

VALUATION PERIOD - The period between two successive Valuation Dates, commencing
at the close of the New York Stock  Exchange  ("NYSE") on one Valuation Date and
ending at the close of the NYSE on the next succeeding Valuation Date.


                              CORPORATE BENEFIT VUL
                                        5

<PAGE>



SUMMARY

The following summary of prospectus information and diagram of the Policy should
be read along with the detailed  information found elsewhere in this prospectus.
Unless stated otherwise, this prospectus assumes that the Policy is in force and
that there is no Outstanding Policy Debt.

                                DIAGRAM OF POLICY

                                PREMIUM PAYMENTS
                       You can vary amount and frequency.

                            DEDUCTIONS FROM PREMIUMS
            Percent of Premium Charge--currently 3.0% (maximum 5.0%)

                                   NET PREMIUM
The Net Premium may be  invested in the Fixed  Account or in Separate  Account V
which  offers  27  different   Subaccounts.   The  Subaccounts   invest  in  the
corresponding  portfolios of Calvert Variable Series, Inc. Ameritas  Portfolios,
Variable Insurance Products Fund, Variable Insurance Products Fund II, The Alger
American  Fund,  MFS Variable  Insurance  Trust,  or Morgan  Stanley Dean Witter
Universal Funds, Inc. ("Funds").

                             DEDUCTIONS FROM ASSETS
Monthly charge for Cost of Insurance and cost of any riders.
Monthly per Policy charge for administrative expenses:
                                    Current               Maximum
               Policy Year          Monthly Charge        Monthly Charge
               -----------          --------------        --------------
               1                    $15.00                $15.00
               2 +                  $ 7.00                $12.00
Monthly per $1000 charge for administrative expenses:
     The first ten Policy Years,  there is a monthly charge per $1000 of initial
     Specified Amount. In addition,  there is a monthly charge per $1000 of each
     increase in Specified  Amount for ten years from the date of increase.  The
     per $1000 rates for both the  initial  Specified  Amount and each  increase
     vary by Issue Age, gender, and risk class.
     (See the Policy Schedule for rates.)
<TABLE>
<CAPTION>

Daily charge from the Subaccounts (not deducted from the Fixed Account):
                                            Current Annual Charge       Maximum Annual Charge
                                               Policy Years                  Policy Years
                                            1-15          16+           1-15           16+
                                            ----          ---           ----           ---
<S>                                         <C>           <C>           <C>            <C>
Mortality and Expense Risk Charge           0.75%         0.30%         0.95%          0.50%
Asset-Based Administrative Expense Charge   0.15%         0.15%         0.15%          0.15%
                                            -----         -----         -----          -----
Combined annual rate of Subaccount
      daily charges                         0.90%         0.45%         1.10%          0.65%
</TABLE>

Fund expense charges,  which ranged from .28% to 1.95% at the most recent fiscal
year end, are also deducted.

There is no surrender charge.

LIVING   BENEFITS  You  may  make  partial   withdrawals,   subject  to  certain
restrictions.  The Death  Benefit  will be reduced by the amount of the  partial
withdrawal.  AVLIC  guarantees up to 15 free  transfers  between the  Investment
Options  each  Policy  Year.  After  that,  a $10  charge  may be made  for each
transfer.  Under current practice,  unlimited free transfers are permitted.

You may Surrender the Policy at any time for its Net Cash Surrender Value.

                                RETIREMENT INCOME
                                    BENEFITS
Loans may be available on a more  favorable  interest rate basis after the tenth
Policy Year. Should the Policy lapse while loans are outstanding, the portion of
the loan attributable to earnings will become a taxable distribution.  (See page
24.)

You may  Surrender  the Policy or make a partial  withdrawal  and take values as
payments under one or more of five different payment options.

                                 DEATH BENEFITS
Generally, Death Benefit income is tax free to the Beneficiary.  The Beneficiary
may be paid a lump sum or may select any of the five payment  methods  available
as retirement benefits.

                              CORPORATE BENEFIT VUL
                                        6

<PAGE>



SUMMARY
The following summary is intended to highlight the most important  features of a
Corporate  Benefit VUL Policy that you, as a prospective  Policy  Owner,  should
consider.  You will find more  detailed  information  in the main portion of the
prospectus;  cross-references  are  provided for your  convenience.  Capitalized
terms are  defined  in the  Definitions  section  that  begins on page 3 of this
prospectus. This summary and all other parts of this prospectus are qualified in
their  entirety  by the terms of the  Corporate  Benefit  VUL  Policy,  which is
available upon request from AVLIC.

WHO IS THE ISSUER OF A CORPORATE BENEFIT VUL POLICY?
AVLIC is the issuer of each Corporate Benefit VUL Policy.  AVLIC enjoys a rating
of A (Excellent) for financial strength and operating performance from A.M. Best
Company, a firm that analyzes insurance  carriers.  This is the third highest of
Best's 15  categories.  AVLIC is rated AA (Very Strong) for financial  insurance
strength from Standard & Poor's.  This is the third highest of Standard & Poor's
21 ratings.  A stock life insurance  company  organized in Nebraska,  AVLIC is a
wholly owned subsidiary of AMAL Corporation which is, in turn, owned by Ameritas
Life  Insurance  Corp.  ("Ameritas  Life") and  AmerUs  Life  Insurance  Company
("AmerUs Life").  Ameritas Life , AmerUs Life and AMAL Corporation guarantee the
obligations  of AVLIC,  including the  obligations of AVLIC under each Corporate
Benefit VUL Policy;  taken together,  these  companies have aggregate  assets of
over  $____  billion as of  December  31,  1999.  (See the  section on  Ameritas
Variable Life Insurance Company.)

WHAT IS THE PRIMARY PURPOSE OF PURCHASING A CORPORATE BENEFIT VUL POLICY?
The primary purpose of a Corporate Benefit VUL Policy is to serve as an informal
funding vehicle for various executive benefit  arrangements.  These arrangements
typically  focus on one or more  financial  objectives,  which can be met by the
following characteristics of the Corporate Benefit VUL Policy:

o    payment of a Death  Benefit,  which  will never be less than the  Specified
     Amount the Policy Owner selects (See the section on Death Benefit Options.)
o    accessability   of  Policy  values  through  Policy  loan,   Surrender  and
     withdrawal features (See the section on Policy Rights.)
o    ability to direct the manner in which the net premiums will be invested. So
     long as the Policy is in force,  the Policy Owner will be  responsible  for
     selecting  the manner in which Net  Premiums  will be invested.  Thus,  the
     value of a  Corporate  Benefit  VUL Policy  will  reflect  your  investment
     choices over the life of the Policy.

HOW DOES THE  INVESTMENT  COMPONENT  OF THE  CORPORATE  BENEFIT VUL POLICY WORK?
AVLIC has  established  Separate  Account  V, which is  separate  from all other
assets of AVLIC,  as a vehicle to  receive  and invest  premiums  received  from
Corporate  Benefit  VUL  Policy  Owners and  owners of  certain  other  variable
universal  life products  offered by AVLIC.  Separate  Account V is divided into
separate  Subaccounts.  Each Subaccount invests  exclusively in shares of one of
the investment  portfolios  available through Corporate Benefit VUL. Each Policy
Owner may allocate Net Premiums to one or more Subaccounts,  or to AVLIC's Fixed
Account in the initial  application.  These allocations may be changed,  without
charge, by notifying AVLIC's Home Office.  The aggregate value of your interests
in the  Subaccounts,  the Fixed  Account,  and any  amount  held in the  General
Account to secure  Policy debt will  represent  the  Accumulation  Value of your
Corporate Benefit VUL Policy. (See the section on Accumulation Value.)

WHAT INVESTMENT OPTIONS ARE AVAILABLE THROUGH THE CORPORATE BENEFIT VUL POLICY?
The  Investment  Options  available  through  Corporate  Benefit  VUL include 27
investment  portfolios,  each of which is a  separate  series  of a mutual  fund
managed by Ameritas  Investment Corp.,  Fidelity  Management & Research Company,
Fred Alger Management, Inc., Massachusetts Financial Services Company, or Morgan
Stanley Dean Witter Investment Management Inc. These portfolios are:

O    AMERITAS INVESTMENT CORP.:
                              Ameritas Money Market
                               Ameritas Index 500
                                 Ameritas Growth
                            Ameritas Income & Growth
                          Ameritas Small Capitalization
                             Ameritas MidCap Growth
                            Ameritas Emerging Growth
                                Ameritas Research
                           Ameritas Growth With Income


                              CORPORATE BENEFIT VUL
                                        7

<PAGE>



O      FIDELITY MANAGEMENT & RESEARCH COMPANY:
                        VIP Equity-Income: Service Class
                            VIP Growth: Service Class
                         VIP High Income: Service Class
                           VIP Overseas: Service Class
                       VIP II Asset Manager: Service Class
                          VIP II Investment Grade Bond
                   VIP II Asset Manager: Growth: Service Class
                       VIP II Contrafund(R): Service Class

O      FRED ALGER MANAGEMENT, INC.:
                                    Balanced
                                Leveraged AllCap

O      MASSACHUSETTS FINANCIAL SERVICES COMPANY:
                                    Utilities
                               Global Governments
                                  New Discovery

O      MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.:
                             Emerging Markets Equity
                                  Global Equity
                              International Magnum
                                  Asian Equity
                                U.S. Real Estate

Details about the  investment  objectives  and policies of each of the available
investment portfolios and management fees and expenses appear in the sections on
Investment  Objectives  and Policies of the Funds'  Portfolios  and Fund Expense
Summary. In addition to the listed portfolios you may also elect to allocate Net
Premiums to AVLIC's Fixed Account. (See the section on Fixed Account.)

HOW DOES THE LIFE INSURANCE COMPONENT OF A CORPORATE BENEFIT VUL POLICY WORK?
A Corporate  Benefit  VUL Policy  provides  for the  payment of a minimum  Death
Benefit  upon  the  death  of the  Insured.  The  amount  of the  minimum  Death
Benefit--sometimes  referred to as the Specified Amount of the Corporate Benefit
VUL Policy--is  chosen by you at the time your  Corporate  Benefit VUL Policy is
established.  However,  Death Benefit  Proceeds--the  actual amount that will be
paid after AVLIC receives  Satisfactory Proof of Death of the Insured--will vary
over the life of your  Corporate  Benefit VUL Policy,  depending on which of the
two available coverage options you select.

If you choose Option A, Death  Benefit  Proceeds  payable  under your  Corporate
Benefit VUL Policy will be the Specified  Amount of your  Corporate  Benefit VUL
Policy OR the  applicable  percentage of its  Accumulation  Value,  whichever is
greater.  If you choose  Option B, Death  Benefit  Proceeds  payable  under your
Corporate  Benefit VUL Policy  will be the  Specified  Amount of your  Corporate
Benefit VUL Policy PLUS the  Accumulation  Value of your  Corporate  Benefit VUL
Policy, or if it is higher, the applicable  percentage of the Accumulation Value
on the date of death.  In either case, the applicable  percentage is established
based on the age of the Insured at the date of death.
(See the section on Death Benefit Options.)

ARE THERE ANY RISKS INVOLVED IN OWNING CORPORATE BENEFIT VUL POLICY?
Yes. Over the life of the Corporate Benefit VUL Policy, the Subaccounts to which
you  allocate  premiums  will  fluctuate  with  changes in the stock  market and
overall  economic  factors.   These   fluctuations  will  be  reflected  in  the
Accumulation  Value of your Corporate  Benefit VUL Policy and may result in loss
of principal.  For this reason,  the purchase of a Corporate  Benefit VUL Policy
may not be suitable for all businesses. It may not be advantageous to purchase a
Corporate   Benefit  VUL  Policy  to  replace  or  augment  existing   insurance
arrangements. Appendix A

                              CORPORATE BENEFIT VUL
                                        8

<PAGE>



includes tables  illustrating the impact that hypothetical  market returns would
have on Accumulation Values under a Corporate Benefit VUL Policy.

WHAT IS THE PREMIUM THAT MUST BE PAID TO KEEP A CORPORATE  BENEFIT VUL POLICY IN
FORCE?
Like  traditional  life  insurance  policies,  a  Corporate  Benefit  VUL Policy
requires the payment of periodic  premiums in order to keep the Policy in force.
You will be asked to establish a payment schedule before your Corporate  Benefit
VUL Policy becomes effective.

The distinction  between  traditional life policies and a Corporate  Benefit VUL
Policy is that a  Corporate  Benefit VUL Policy  will not lapse  simply  because
premium  payments are not made according to that payment  schedule.  However,  a
Corporate  Benefit VUL Policy will lapse, even if scheduled premium payments are
made, if the Net Cash Surrender Value of your Corporate Benefit VUL Policy falls
below zero. (See the section on Premiums.)

HOW ARE PREMIUMS PAID,  PROCESSED AND CREDITED?  A Corporate  Benefit VUL Policy
will be issued  after a  completed  application  is  accepted,  and the  initial
premium payment is received, by AVLIC at its Home Office. AVLIC's Home Office is
located at 5900 "O"  Street,  P.O.  Box 82550,  Lincoln,  NE 68501.  The initial
premium  Net  Premium  will be  allocated  on the Issue Date to the  Subaccounts
and/or the Fixed Account  according to the selections  made in the  application.
When state or other applicable law or regulation requires return of at least the
premium  payments,  should you return the Policy under the free-look  privilege,
the  initial Net  Premium  will be  allocated  to the Money  Market  Subaccount.
Thirteen days after the Issue Date, the Accumulation Value of the Policy will be
allocated  among the  Subaccounts  and/or  the Fixed  Account  according  to the
instructions  in the  application.  You have the right to examine the  Corporate
Benefit VUL Policy and return it for a refund for a limited time, even after the
Issue Date. (See the section on Issuance of a Policy.)

You may make subsequent  premium  payments,  although you are not required to do
so. AVLIC will send premium payment notices to you according to any schedule you
select. When AVLIC receives a premium payment at its Home Office, we will deduct
any  applicable  Percent of Premium  Charge and  allocate the Net Premium to the
Subaccounts  and/or the Fixed  Account  according to your  selections.  (See the
sections on Premiums and Allocations of Premiums and Accumulation Value.)

As already noted,  Corporate  Benefit VUL provides  considerable  flexibility in
determining the frequency and amount of premium  payments.  This  flexibility is
not, however,  unlimited. You should keep certain factors in mind in determining
the payment  schedule that is best suited to your needs.  These include the Cost
of Insurance needed to keep the Corporate  Benefit VUL Policy in force;  maximum
premium limitations  established under the federal tax laws; and the impact that
reduced  premium  payments  may  have on the Net  Cash  Surrender  Value  of the
Corporate Benefit VUL Policy. (See the section on Premiums.)

IS THE ACCUMULATION  VALUE OF THE CORPORATE BENEFIT VUL POLICY AVAILABLE WITHOUT
SURRENDER? Yes. You may access the value of your Corporate Benefit VUL Policy in
one of two ways. First, you may obtain a loan, secured by the Accumulation Value
of your Corporate Benefit VUL Policy. The maximum interest rate on any such loan
is 6%  annually;  the  current  rate is 5.5%  annually.  After the tenth  Policy
Anniversary,  you may borrow  against a limited amount of the Net Cash Surrender
Value of your Corporate  Benefit VUL Policy at a maximum annual interest rate of
4%; the current rate for such loans is 3.5%  annually.  (See the section on Loan
Benefits.)

You may also access the value of your  Corporate  Benefit VUL Policy by making a
partial  withdrawal.  A partial withdrawal is subject to a maximum charge not to
exceed the lesser of $50 or 2% of the amount withdrawn  (currently,  the partial
withdrawal  charge is the  lesser of $25 or 2%).  (See the  section  on  Partial
Withdrawals.)

ARE THERE ANY OTHER CHARGES ASSOCIATED WITH OWNERSHIP OF A CORPORATE BENEFIT VUL
POLICY?
Certain  states  impose  premium and other taxes in  connection  with  insurance
policies  such as  Corporate  Benefit  VUL.  AVLIC may deduct up to 5.0% of each
premium as a Percent of Premium Charge. Currently, the charge is 3.0%.

Charges  are  deducted  against  the  Accumulation  Value to  cover  the Cost of
Insurance  under the  Policy  and to  compensate  AVLIC for  administering  each
individual  Corporate Benefit VUL Policy.  These charges,  which are part of the
Monthly  Deduction,  are calculated and deducted on each Monthly  Activity Date.
The Cost of Insurance is

                              CORPORATE BENEFIT VUL
                                        9

<PAGE>



calculated  based on risk  factors  relating  to the  Insured  as  reflected  in
relevant actuarial tables. The monthly deduction also includes an Administrative
Expense Charge based on the Specified Amount and the Policy duration. Currently,
the per Policy charge is $15 per month in the first Policy Year and $7 per month
thereafter.  The per Policy  portion  of the  Administrative  Expense  Charge is
levied throughout the life of the Policy and is guaranteed not to increase above
$15 per month in the first Policy Year and $12 per month thereafter.  During the
first ten Policy Years, there is a monthly charge per $1000 of initial Specified
Amount.  In addition,  there is a monthly  charge per $1000 of each  increase in
Specified  Amount for ten years from the date of  increase.  The per $1000 rates
for both the  initial  Specified  Amount  and each  increase  vary by Issue Age,
gender,  and risk class. The current charge per $1000 is the same as the maximum
charge. (See the section on Charges from Accumulation Value.)

For its services in  administering  Separate  Account V and  Subaccounts  and as
compensation  for bearing  certain  mortality and expense  risks,  AVLIC is also
entitled to receive fees.  These fees are  calculated  and deducted daily during
the first 15 Policy Years,  at a combined  current annual rate of 0.90% (maximum
1.10%) of the value of the net  assets of  Separate  Account  V.  After the 15th
Policy  Anniversary  Date,  the  combined  current  annual  rate is  expected to
decrease to 0.45% (maximum 0.65%) of the daily net assets of Separate Account V.
These charges will not be deducted from the amounts in the Fixed  Account.  (See
the section on Daily Charges Against the Separate Account.)

Policy  Owners  who  choose  to  allocate  Net  Premiums  to one or  more of the
Subaccounts  will also bear a pro rata share of the management fees and expenses
paid by each of the  investment  portfolios  in which  the  various  Subaccounts
invest.  No such management fees are assessed against Net Premiums  allocated to
the Fixed Account.  (See the section on Fund Expense Summary.)

WHEN DOES THE CORPORATE BENEFIT VUL POLICY TERMINATE?
You may terminate the Corporate  Benefit VUL Policy by  Surrendering  the Policy
during the  lifetime  of the Insured for its Net Cash  Surrender  Value.  If you
surrender the Policy in the first two Policy Years,  we will refund a portion of
the Percent of Premium Charge deducted in the first Policy Year. As noted above,
the  Corporate  Benefit  VUL  Policy  will  terminate  if you  fail to  maintain
sufficient Net Cash Surrender Value to cover Policy  charges.  (See the sections
on Surrenders and Premiums.)

YEAR 2000

Like other insurance  companies and their separate accounts,  AVLIC and Separate
Account V could be adversely  affected if the computer systems they rely upon do
not properly process date-related  information and data involving the years 2000
and after.  This issue  arose  because  both  mainframe  and  PC-based  computer
hardware and software have  traditionally  used two digits to identify the year.
For example,  the year 1998 is input,  stored and calculated as "98." Similarly,
the year 2000 would be input, stored and calculated as "00." If computers assume
this means 1900, it could cause errors in calculations,  comparisons,  and other
computing functions.

Like all  insurance  companies,  AVLIC  makes  extensive  use of dates  and date
calculations. We began a corporate-wide Year 2000 (Y2K) project in mid-1996. Our
goal is to ensure that our computer systems continue to operate smoothly with no
service disruptions before, during or after the year 2000.

As of January 10, 2000, AVLIC has experienced no known Y2K problems.  All of our
computer application and operating systems had been updated for the year 2000 by
December 31, 1998.  Continuous  testing and  monitoring  throughout  1999 helped
AVLIC continue to meet our contractual and service obligations to our customers.
In addition to our internal  efforts,  AVLIC is working closely with vendors and
other business  partners to confirm that they too are addressing Y2K issues on a
timely basis. We believe that we are Y2K - compliant;  however,  in the event we
or our service providers,  vendors,  financial institutions or others with which
we conduct  business,  fail to be Y2K -  compliant,  there would be a materially
adverse effect on us. Certain  vendors and/or  business  partners,  due to their
exposure to foreign  markets,  may face  additional  Y2K issues.  Please see the
Funds' prospectuses for information on the Funds' preparedness for Y2K.


                              CORPORATE BENEFIT VUL
                                       10

<PAGE>



AVLIC, THE SEPARATE ACCOUNT AND THE FUNDS

AMERITAS VARIABLE LIFE INSURANCE COMPANY
Ameritas  Variable Life  Insurance  Company  ("AVLIC") is a stock life insurance
company  organized in the State of Nebraska.  AVLIC was incorporated on June 22,
1983 and commenced  business  December 29, 1983. AVLIC is currently  licensed to
sell  life  insurance  in 47  states,  and the  District  of  Columbia.  AVLIC's
financial statements may be found at page F-II-1.

AVLIC is a  wholly  owned  subsidiary  of AMAL  Corporation,  a  Nebraska  stock
company.  AMAL  Corporation is a joint venture of Ameritas Life Insurance  Corp.
("Ameritas  Life"),  a  Nebraska  stock  life  insurance  company,  which owns a
majority  interest  in AMAL  Corporation;  and  AmerUs  Life  Insurance  Company
("AmerUs  Life"),  an Iowa stock life insurance  company,  which owns a minority
interest in AMAL  Corporation.  The Home Offices of both AVLIC and Ameritas Life
are at 5900 "O" Street, P.O. Box 82550, Lincoln, Nebraska 68501 ("Home Office").
AVLIC's   telephone   number  is   800-745-1112   and  its  website  address  is
www.OvertureLife.com.

On April 1, 1996 Ameritas Life consummated an agreement with AmerUs Life whereby
AVLIC became a wholly owned subsidiary of a newly formed holding  company,  AMAL
Corporation.  Under  terms of the  agreement  AMAL  Corporation  is 66% owned by
Ameritas Life and 34% owned by AmerUs Life.  AmerUs Life has options to purchase
an additional  interest in AMAL Corporation if certain conditions are met. There
are no other owners of 5% or more of the outstanding voting securities of AVLIC.

Ameritas Life and its subsidiaries had total assets at December 31, 1999 of over
$___ billion.  AmerUs Life had total assets as of December 31, 1999 of over $___
billion.

AVLIC  has a rating  of A  (Excellent)  for  financial  strength  and  operating
performance  from A.M. Best Company,  a firm that analyzes  insurance  carriers.
This is the  third  highest  of  Best's  15  categories.  AVLIC,  as part of the
Ameritas  consolidated  group,  is rated AA (Very Strong) for insurer  financial
strength from Standard & Poor's.  This is the third-highest of Standard & Poor's
21 ratings.  Ameritas Life enjoys a long standing A+ (Superior) rating from A.M.
Best, the second highest of Best's ratings.

Ameritas Life,  AmerUs Life and AMAL  Corporation  guarantee the  obligations of
AVLIC.  This  guarantee  will  continue  until AVLIC is recognized by a national
rating  agency as having a financial  rating equal to or greater  than  Ameritas
Life,  or until  AVLIC is  acquired  by another  insurance  company  which has a
financial  rating by a national  rating agency equal to or greater than Ameritas
Life and which agrees to assume the  guarantee.  AmerUs Life will be relieved of
its obligations under the guarantee if it sells its interest in AMAL Corporation
to another  insurance  company which has a financial rating by a national rating
agency equal to or greater than that of AmerUs Life,  and the purchaser  assumes
the guarantee.

Ameritas  Investment Corp. ("AIC"),  the principal  underwriter of the Policies,
may  publish in  advertisements  and reports to Policy  Owners,  the ratings and
other information assigned to Ameritas Life and AVLIC by one or more independent
rating  services.   Published   material  may  also  include  charts  and  other
information concerning dollar cost averaging,  portfolio  rebalancing,  earnings
sweep,  tax-deference,  asset  allocation,  diversification,  long  term  market
trends, index performance and other investment methods and programs. The purpose
of the ratings is to reflect the financial strength of AVLIC. The ratings do not
relate to the performance of Separate Account V.

THE SEPARATE ACCOUNT
Ameritas Variable Life Insurance  Company Separate Account V ("Separate  Account
V") was  established  under  Nebraska  law on August  28,  1985.  The  assets of
Separate  Account  V are held by AVLIC  segregated  from  all of  AVLIC's  other
assets,  are not chargeable with  liabilities  arising out of any other business
which AVLIC may  conduct,  and are not affected by income,  gains,  or losses of
AVLIC.  Although the assets maintained in Separate Account V will not be charged
with any  liabilities  arising out of AVLIC's other  business,  all  obligations
arising under the Policies are  liabilities of AVLIC who will maintain assets in
Separate  Account V of a total  market  value at least  equal to the reserve and
other contract liabilities of Separate Account V. Separate Account V will at all
times contain assets equal to or greater than  Accumulation  Values  invested in
Separate Account V. Nevertheless, to the

                              CORPORATE BENEFIT VUL
                                       11

<PAGE>



extent  assets in  Separate  Account V exceed  AVLIC's  liabilities  in Separate
Account V, the assets are available to cover the  liabilities of AVLIC's General
Account.  AVLIC may, from time to time,  withdraw assets  available to cover the
General Account obligations.

Separate  Account V is registered  with the Securities  and Exchange  Commission
("SEC")  under  the  Investment  Company  Act of  1940  ("1940  Act")  as a unit
investment trust, which is a type of investment  company.  This does not involve
any SEC  supervision  of the  management or investment  policies or practices of
Separate  Account V. For state law purposes,  Separate Account V is treated as a
Division of AVLIC.

PERFORMANCE INFORMATION
Performance  information for the Subaccounts of Separate Account V and the Funds
available  for  investment by Separate  Account V may appear in  advertisements,
sales literature,  or reports to Policy Owners or prospective purchasers.  AVLIC
may also provide a hypothetical  illustration  of Accumulation  Value,  Net Cash
Surrender Value and Death Benefit based on historical  investment returns of the
Funds for a sample  Insured based on assumptions  as to age,  gender,  and other
Policy specific assumptions.

AVLIC may also provide individualized hypothetical illustrations of Accumulation
Value, Net Cash Surrender Value and Death Benefit based on historical investment
returns of the Funds.  These  illustrations  will  reflect  deductions  for Fund
expenses  and  Policy and  Separate  Account V charges,  including  the  Monthly
Deduction and the Percent of Premium Charge.  These  hypothetical  illustrations
will be  based  on the  actual  historical  experience  of the  Funds  as if the
Subaccounts  had been in existence  and a Policy  issued for the same periods as
those indicated for the Funds.

THE FUNDS
There are currently 27 Subaccounts within Separate Account V available to Policy
Owners for new allocations. The assets of each Subaccount are invested in shares
of a corresponding portfolio of one of the following mutual Funds (collectively,
the "Funds"):  Calvert  Variable Series,  Inc.  Ameritas  Portfolios  ("Ameritas
Portfolios");  Variable  Insurance Products Fund and Variable Insurance Products
Fund II, (respectively,  "VIP" and "VIP II"; collectively "Fidelity Funds"); The
Alger American Fund ("Alger American Funds"); MFS Variable Insurance Trust ("MFS
Trust");  and Morgan Stanley Dean Witter Universal Funds,  Inc. ("MSDW Universal
Funds").  The Ameritas  Portfolios  receive  investment  advisory  services from
Ameritas  Investment Corp. ("AIC").  AIC, a registered  investment adviser under
the  Investment  Advisers  Act of 1940,  is an  affiliate  of  AVLIC  and is the
distributor for the Policies. AIC also contracts with subadvisers. The following
subadvisers provide investment subadvisory services to the indicated portfolios:

Portfolio                      Subadviser
- ----------                     -----------
Ameritas Money Market          Calvert Asset Management Company, Inc.
Ameritas Index 500             State Street Global Advisors
Ameritas Growth                Fred Alger Management, Inc. ("Alger Management")
Ameritas Income & Growth       Alger Management
Ameritas Small Capitalization  Alger Management
Ameritas MidCap Growth         Alger Management
Ameritas Emerging Growth       Massachusetts Financial Services
                               Company ("MFS Co.")
Ameritas Research              MFS Co.
Ameritas Growth With Income    MFS Co.

VIP, which is managed by Fidelity  Management & Research  Company  ("Fidelity"),
offers the following portfolios:  VIP Equity-Income:  Service Class, VIP Growth:
Service Class, VIP High Income:  Service Class and VIP Overseas:  Service Class.
VIP II, also managed by Fidelity, offers the following portfolios:  VIP II Asset
Manager:  Service  Class,  VIP II Investment  Grade Bond,  VIP II Asset Manager:
Growth: Service Class, and VIP II Contrafund:  Service Class. The Alger American
Fund,  which is managed by Fred Alger  Management,  Inc.  ("Alger  Management"),
offers the following portfolios:  Alger American Balanced ("Balanced") and Alger
American  Leveraged  AllCap  ("Leveraged  AllCap").  The MFS  Trust,  managed by
Massachusetts  Financial  Services  Company  ("MFS Co."),  offers the  following
portfolios or series in connection with this Policy:  MFS Utilities,  MFS Global
Governments, and MFS New Discovery. The MSDW Universal Funds offer the following
portfolios in connection

                              CORPORATE BENEFIT VUL
                                       12

<PAGE>



with the  Policy,  all of which  are  managed  by  Morgan  Stanley  Dean  Witter
Investment  Management Inc. ("MSDW  Investment  Management"):  Emerging  Markets
Equity, Global Equity,  International Magnum, Asian Equity and U.S. Real Estate.
Each Fund is registered with the SEC under the Investment Company Act of 1940 as
an open-end management investment company.

The assets of each portfolio of the Funds are held separately from the assets of
the other  portfolios.  Thus, each portfolio  operates as a separate  investment
portfolio, and the income or losses of one portfolio generally have no effect on
the investment performance of any other portfolio.

The investment  objectives and policies of each portfolio are summarized  below.
There is no  assurance  that any of the  portfolios  will  achieve  their stated
objectives.  More detailed  information,  including a description  of investment
objectives, policies,  restrictions,  expenses and risks, is in the prospectuses
for each of the Funds,  which must  accompany  or precede this  prospectus.  All
underlying Fund information,  including Fund prospectuses,  has been provided to
AVLIC  by the  underlying  Funds.  AVLIC  has not  independently  verified  this
information. One or more of the portfolios may employ investment techniques that
involve certain risks,  including  investing in non-investment  grade, high risk
debt  securities,  entering into  repurchase  agreements and reverse  repurchase
agreements,  lending portfolio securities,  engaging in "short sales against the
box,"  investing in  instruments  issued by foreign  banks,  entering  into firm
commitment  agreements and investing in warrants and restricted  securities.  In
addition, certain of the portfolios may invest in securities of foreign issuers.

The  Leveraged  AllCap  portfolio  may borrow money to increase its portfolio of
securities, and may purchase or sell options and enter into futures contracts on
securities  indexes  to  increase  gain or to hedge the value of the  portfolio.
Certain of the  portfolios  are permitted to invest a portion of their assets in
non-investment  grade, high risk debt securities;  these portfolios  include the
VIP High Income:  Service Class, VIP Equity-Income:  Service Class, VIP II Asset
Manager:  Growth: Service Class, VIP II Asset Manager:  Service Class portfolios
of the Fidelity Funds,  and the Research  portfolio of the Ameritas  Portfolios.
Certain portfolios are designed to invest a substantial  portion of their assets
overseas,  such as the VIP  Overseas  portfolio  and  the  International  Magnum
portfolio of the MSDW Universal Funds.  Other portfolios invest primarily in the
securities  markets  of  emerging  nations.  Investments  of this  type  involve
different  risks than  investments in more  established  economies,  and will be
affected by greater  volatility of currency  exchange rates and overall economic
and political  factors.  Such portfolios include the Emerging Markets Equity and
Asian Equity portfolios of the MSDW Universal Funds. The Emerging Markets Equity
portfolio may also invest in  non-investment  grade,  high risk debt  securities
(also known as "junk bonds") and securities of Russian companies.  Investment in
Russian  companies may involve  risks  associated  with that nation's  system of
share  registration  and  custody.  Securities  of non-U.S.  issuers  (including
issuers in emerging  nations) may also be purchased by each of the portfolios of
the MFS  Trust,  by the  Emerging  Growth,  Research,  and  Growth  With  Income
portfolios of the Ameritas Portfolios, and by the Global Equity portfolio of the
MSDW Universal Funds.  Investments acquired by the U.S. Real Estate portfolio of
the MSDW Universal Funds may be subject to the risks  associated with the direct
ownership  of real  estate  and direct  investments  in real  estate  investment
trusts.  Further information about the risks associated with investments in each
of the Funds and their  respective  portfolios  is contained  in the  prospectus
relating to that Fund. These prospectuses, together with this prospectus, should
be read carefully and retained.

The investments in the Funds may be managed by Fund managers which manage one or
more other mutual  funds that have similar  names,  investment  objectives,  and
investment styles as the Funds. You should be aware that the Funds are likely to
differ from the other mutual funds in size, cash flow pattern,  and tax matters.
Thus,  the  holdings and  performance  of the Funds can be expected to vary from
those of the other mutual funds.

You should  periodically  consider the allocation among the Subaccounts in light
of current market  conditions and the investment risks attendant to investing in
the Funds' various portfolios.

Separate  Account V will purchase and redeem  shares from the  portfolios at the
net asset value.  Shares will be redeemed to the extent  necessary  for AVLIC to
collect charges,  pay the Net Cash Surrender Values,  partial  withdrawals,  and
make  policy  loans  or to  transfer  assets  among  Investment  Options  as you
requested.  Any dividend or capital gain distribution  received is automatically
reinvested in the corresponding Subaccount.

Since each of the Funds is designed to provide investment  vehicles for variable
annuity and variable life insurance contracts of various insurance companies and
will be sold to separate  accounts of other  insurance  companies as  investment
vehicles  for various  types of variable  life  insurance  policies and variable
annuity contracts, there is a

                              CORPORATE BENEFIT VUL
                                       13

<PAGE>



possibility that a material conflict may arise between the interests of Separate
Account V and one or more of the  separate  accounts  of  another  participating
insurance company.  In the event of a material conflict,  the affected insurance
companies agree to take any necessary steps,  including  removing their separate
accounts  from the Funds,  to resolve  the  matter.  The risks of such mixed and
shared funding are described further in the prospectuses of the Funds.
<TABLE>
<CAPTION>

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS' PORTFOLIOS

PORTFOLIO              INVESTMENT POLICIES                                 OBJECTIVE
- ---------              -------------------                                 ---------

<S>                    <C>                                                  <C>
AMERITAS PORTFOLIOS
Ameritas Money Market  Invests in U.S. dollar-denominated money            Seeks as high a level of current
                       market securities of domestic and foreign           income as is consistent with
                       issuers, including U.S. Government securities       preservation of capital and
                       and repurchase agreements. Invests more than        liquidity.
                       25% of total assets in the financial services
                       industry.

Ameritas Index 500     Under normal circumstances, seeks to track the      Seeks investment results that
                       Standard & Poor's 500.                              correspond to the total return of
                                                                           common stocks publicly traded in the
                                                                           United States, as represented by the
                                                                           Standard & Poor's 500.

Ameritas Growth        Focuses on companies that generally have broad      Seeks long-term capital
                       product lines, markets, financial resources and     appreciation.
                       depth of management.  Under normal circumstances,
                       the portfolio invests primarily in equity securities,
                       such as common or preferred stocks, of large
                       companies listed on U.S. exchanges or in the U.S.
                       over-the-counter market.  The portfolio considers a
                       large company to have a market capitalization of
                       $1 billion or greater.

Ameritas Income &      Under normal circumstances, invests in dividend     Primarily seeks to provide a high
Growth                 paying equity securities, such as common or         level of dividend income.  Its
                       preferred  stocks,  preferably those which the      secondary goal is to  provide capital
                       subadvisor  believes  also offer opportunities for  appreciation.
                       capital appreciation.

Ameritas  Small        It focuses on small, fast-growing  companies that   Seeks long-term capital
Capitalization         offer  innovative  products, services or technol-   appreciation.
                       ogies to a rapidly  expanding  marketplace.  Under
                       normal circumstances,  the  portfolio  invests  pri-
                       marily in the equity securities, such as common
                       or preferred stocks, of small  capitalization  com-
                       panies listed on U.S. exchanges or in the U.S.
                       over-the-counter market.  A small capitalization
                       company is one that has a market capitalization
                       within  the  range  of  companies  in the Russell
                       2000 Growth Index or the S&P SmallCap 600
                       Index.

Ameritas MidCap        Invests in midsize  companies with  promising       Seeks  long-term capital
 Growth                growth potential. Under normal circumstances,       appreciation.
                       the portfolio invests primarily in the equity securities,
                       such as common or preferred stocks, of companies
                       listed on U.S. exchanges or in the U.S. over-the-
                       counter market and having a market capitalization
                       within the  range of companies in the S&P
                       MidCap 400 Index.

Ameritas Emerging      Invests, under normal market conditions, at least   Seeks long-term growth of capital.
 Growth                65% of its total assets in common stocks and related
                       securities, such  as  preferred stocks, convertible
                       securities and depositary  receipts for those securities,
                       of emerging growth companies.


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Ameritas Research      Invests, under normal market conditions,  at least  Seeks long-term growth of capital
                       80% of its total  assets in common stocks and       and future income.
                       related securities, such as preferred stocks,
                       convertible securities and depositary receipts. The
                       portfolio focuses on companies that the subadvisor
                       believes have favorable prospects for  long-term
                       growth,  attractive  valuations based on current and
                       expected  earnings  or cash flow, dominant or
                       growing market share and superior management.
                       The fund may invest in companies of any size.  The
                       portfolio's  investments may include securities
                       traded on securities exchanges or in the over-the-
                       counter markets.

Ameritas Growth        Invests, under normal market conditions, at least   Seeks to provide reasonable current
 With  Income          65% of its total  assets in common stocks and       income and long-term growth of
                       related  securities,  such as preferred  stocks     capital and income.
                       convertible  securities and depositary  receipts for
                       those securities. These securities may be listed
                       on a securities exchange or traded in the over-the-
                       counter markets.  While the  portfolio may invest
                       in companies of any size, it may generally focus
                       on companies with larger  market  capitalizations
                       that the subadvisor believes have sustainable
                       growth  prospects and attractive  valuations based
                       on current and expected earnings or cash flow.

FIDELITY FUNDS
VIP Equity-Income:     Investing at least 65% in income-producing          Seeks reasonable income.  Will also
   Service Class       equity securities, which tends to lead to           consider the potential for capital
                       investments in large cap "value" stocks.            appreciation.   Seeks a yield which
                                                                           exceeds the composite yield on the
                                                                           securities comprising the Standard &
                                                                           Poor's 500.

VIP Growth:            Investing primarily in common stocks.  Investing    Seeks capital appreciation.
  Service Class        in  companies  that it believes have  above-average
                       growth potential (stocks of these  companies  are
                       often called "growth" stocks).  Investing in
                       domestic and foreign issuers.

VIP High Income:       Investing at least 65% of total assets in income-   Seeks a high level of current
   Service Class       producing debt securities, preferred stocks and     income while also considering
                       convertible securities, with an emphasis            growth of capital.
                       on lower-quality debt securities.


VIP Overseas: Service  Investing at least 65% of total assets in foreign   Seeks long-term growth of capital.
   Class               securities.  Investing primarily in common stocks.

VIPII Asset Manager:   Allocating the Fund's assets among stocks,          Seeks high total return with
 Service Class         bonds, and short-term and money market              reduced risk over assets among
                       instruments.  Maintaining  a neutral mix over time  the long term by  allocating its
                       of 50% of  assets in  stocks,  40% of assets in     stocks,  bonds, and short-term
                       bonds, and 10% of assets in short-term and          instruments.
                       money market instruments.

VIP II Investment      Investing in U.S. dollar-denominated investment-    Seeks as high a level of current
  Grade Bond           grade bonds.                                        income as is consistent with the
                                                                           preservation of capital.

VIP II Asset Manager:  Allocating  the Fund's  assets  among  stocks,      Seeks  to maximize total return by
 Growth: Service Class bonds, and short-term and money market              allocating its assets among stocks,
                       instruments. Maintaining a neutral mix over time    bonds, short-term instruments
                       of 70% of assets in stocks, 25% of assets in        and other investments.
                       bonds, and 5% of assets in short-term and money
                       market instruments.


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VIP II Contrafund:     Investing primarily in common stocks. Investing     Seeks long-term capital appreciation.
   Service Class       in securities of companies whose value it believes
                       is not fully recognized by the public.

ALGER AMERICAN FUND
Balanced               The Portfolio focuses on stocks of companies        Seeks current income and long-term
                       with growth potential and fixed income              capital appreciation by investment
                       securities, with emphasis on income-producing       in common stocks and fixed income
                       securities which appear to have some potential      and convertible securities, with
                       for capital appreciation. Under normal              emphasis on income producing
                       circumstances, it invests in common stocks and      securities which appear to have
                       fixed income securities, which include              potential for capital appreciation.
                       commercial paper and bonds rated within the 4
                       highest rating categories by an established rating
                       agency or if not rated, which are determined by
                       the Manager to be of comparable quality.
                       Ordinarily, at least 25% of the Portfolio's net
                       assets are invested in fixed-income securities.

Leveraged AllCap       Under normal circumstances, the portfolio           Seeks long-term capital appreciation.
                       invests in the equity securities of companies of
                       any size which demonstrate promising growth
                       potential. The portfolio can leverage, that is,
                       borrow money, up to one-third of its total assets
                       to buy additional securities. By borrowing money,
                       the portfolio has the potential to increase its
                       returns if the increase in the value of the
                       securities purchased exceeds the cost of
                       borrowing, including interest paid on the money
                       borrowed.

MFS FUNDS
Utilities Series       Invests, under normal market conditions, at least   Will seek capital growth and current
                       65% of its total assets in equity and  debt         income  (income  above that  available
                       securities of both domestic and foreign companies   from a portfolio invested entirely
                       in the utilities industry.                          in equity securities).

Global  Governments    Invests, under normal market conditions, at least   Will seek to provide income and
  Series               65% of its total assets in debt obligations that    capital appreciation.
                       are issued or guaranteed as to principal and interest
                       by either (1) the U.S. Government, its agencies,
                       authorities or instrumentalities or (2) the
                       governments of foreign countries (including
                       emerging markets).  May also invest in corporate
                       bonds  (including lower rated bonds commonly
                       known as junk bonds) and mortgage-backed and
                       assets-backed securities.

New Discovery          Invests, under normal market conditions, at least   Will seek  capital  appreciation.
                       65% of its total  assets in common stocks and
                       related  securities,  such as preferred stocks,
                       convertible securities and depositary  receipts for
                       those securities, of emerging growth companies.

MSDW UNIVERSAL FUNDS
Emerging Markets       Invests primarily in equity securities of emerging  Long-term capital appreciation.
   Equity              market country issuers with a focus on those
                       issuers  with attractive growth characteristics,
                       reasonable valuations, and management teams
                       that focus on shareholder value.

Global Equity          Invests primarily in equity securities of issuers   Long-term capital appreciation.
                       throughout the world ,including U.S. issuers and
                       emerging market countries, using an approach

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                       that is oriented to the selection of individual
                       stocks that the portfolio's adviser believes are
                       undervalued.

International Magnum   Invests primarily in equity securities of non-      Long-term capital appreciation.
                       U.S. issuers, generally in accordance with
                       weightings determined by the portfolio's  adviser,
                       in countries  comprising the Morgan Stanley
                       Capital International Europe, Australasia, Far
                       East Index commonly known as the "EAFE
                       Index."

Asian Equity           Invests primarily in equity securities of Asian     Long-term capital appreciation.
                       issuers, excluding Japan, using a disciplined,
                       value-oriented approach to security selection.

U.S. Real Estate       Invests primarily in equity securities of           Above-average current income and
                       companies primarily engaged in the U.S. real        long-term capital appreciation
                       estate industry, including real estate investment
                       trusts.

</TABLE>

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
AVLIC reserves the right, subject to applicable law, to add, delete, combine, or
substitute  investments  in Separate  Account V if, in our  judgment,  marketing
needs, tax considerations, or investment conditions warrant. This may happen due
to a change in law or a change in a Fund's  objectives or  restrictions,  or for
some other reason.  AVLIC may operate Separate Account V as a management company
under the 1940 Act, it may be deregistered  under that Act if registration is no
longer required, or it may be combined with other AVLIC separate accounts. AVLIC
may also transfer the assets of Separate Account V to another separate  account.
If necessary, we will notify the SEC and/or state insurance authorities and will
obtain any required approvals before making these changes.

If any  changes  are made,  AVLIC may, by  appropriate  endorsement,  change the
Policy to reflect the changes.  In addition,  AVLIC may, when  permitted by law,
restrict or eliminate  any voting  rights of Policy  Owners or other persons who
have voting rights as to Separate  Account V. AVLIC will determine the basis for
making any new Subaccounts available to existing Policy Owners.

You will be notified of any material change in the investment policy of any Fund
in which you have an interest.

FIXED ACCOUNT
You may elect to allocate  all or a portion of your Net Premium  payments to the
Fixed Account,  and you may also transfer monies between  Separate Account V and
the Fixed Account. (See the section on Transfers.)

Payments  allocated to the Fixed Account and transferred from Separate Account V
to the Fixed Account are placed in AVLIC's General Account.  The General Account
includes  all of AVLIC's  assets,  except  those  assets  segregated  in AVLIC's
separate  accounts.  AVLIC has the sole  discretion  to invest the assets of the
General  Account,  subject to applicable law. AVLIC bears an investment risk for
all  amounts  allocated  or  transferred  to the Fixed  Account,  plus  interest
credited thereto, less any deduction for charges and expenses.  The Policy Owner
bears the investment risk that the declared rate,  described below, will fall to
a lower  rate  after the  expiration  of a  declared  rate  period.  Because  of
exemptions and  exclusionary  provisions,  interests in the General Account have
not been  registered  under the Securities Act of 1933 (the "1933 Act"),  nor is
the General  Account  registered as an investment  company under the  Investment
Company Act of 1940.  Accordingly,  neither the General Account nor any interest
in it is  generally  subject  to the  provisions  of the  1933 or 1940  Act.  We
understand  that the staff of the SEC has not reviewed the  disclosures  in this
prospectus relating to the Fixed Account portion of the Policy;  however,  these
disclosures  may be subject to generally  applicable  provisions  of the federal
securities  laws regarding the accuracy and  completeness  of statements made in
prospectuses.

AVLIC  guarantees  that it will credit  interest at a declared  rate of at least
3.5%. AVLIC may, at its discretion,  set a higher declared  rate(s).  Each month
AVLIC will  establish  the declared  rate for the Policies with a Policy Date or
Anniversary  Date that  month.  Each month is assumed to have 30 days,  and each
year to have 360 days for purposes

                              CORPORATE BENEFIT VUL
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of crediting interest on the Fixed Account.  The Policy Owner will earn interest
on the amounts  transferred  or allocated  to the Fixed  Account at the declared
rate  effective  for the month in which the  Policy  was  issued,  which rate is
guaranteed  for the  remainder  of the first  Policy  Year.  During later Policy
Years,  all amounts in the Fixed Account will earn interest at the declared rate
in effect in the month of the last Policy  Anniversary.  Declared interest rates
may increase or decrease  from previous  periods,  but will not fall below 3.5%.
AVLIC reserves the right to change the  declaration  practice and the period for
which a declared rate will apply.

POLICY BENEFITS

The rights and  benefits  under the Policy are  summarized  in this  prospectus;
however prospectus  disclosure regarding the Policy is qualified in its entirety
by the Policy itself, a copy of which is available upon request from AVLIC.

PURPOSES OF THE POLICY
The Policy is designed to provide the Policy Owner with both lifetime  insurance
protection  on the  life  of the  Insured  and  flexibility  in the  amount  and
frequency  of premium  payments  and with the level of life  insurance  proceeds
payable under the Policy.

You are not required to pay scheduled  premiums to keep the Policy in force, but
you may,  subject  to  certain  limitations,  vary the  frequency  and amount of
premium payments.  You also may adjust the level of Death Benefits payable under
the Policy without having to purchase a new Policy by increasing  (with evidence
of insurability) or decreasing the Specified Amount. Thus, as insurance needs or
financial  conditions  change, you have the flexibility to adjust life insurance
benefits and vary premium payments.

The Death Benefit may, and the Accumulation Value will, vary with the investment
experience  of the chosen  Subaccounts  of  Separate  Account V. Thus the Policy
Owner  benefits from any  appreciation  in value of the underlying  assets,  but
bears the investment risk of any depreciation in value. As a result,  whether or
not a  Policy  continues  in  force  may  depend  in part  upon  the  investment
experience  of the chosen  Subaccounts.  The  failure to pay a Planned  Periodic
Premium  will not  necessarily  cause the Policy to lapse,  but the Policy could
lapse even if Planned  Periodic  Premiums  have been  paid,  depending  upon the
investment experience of Separate Account V.

DEATH BENEFIT PROCEEDS
As long as the  Policy  remains  in  force,  AVLIC  will pay the  Death  Benefit
Proceeds of the Policy upon Satisfactory Proof of Death,  according to the Death
Benefit option in effect at the time of the Insured's  death.  The amount of the
Death  Benefits  payable will be determined  at the end of the Valuation  Period
during which the Insured's  death  occurred.  The Death Benefit  Proceeds may be
paid in a lump sum or under one or more of the payment  options set forth in the
Policy. (See the section on Payment Options.)

Death  Benefit   Proceeds  will  be  paid  to  the  surviving   Beneficiary   or
Beneficiaries  you specified in the application or as subsequently  changed.  If
you do not choose a Beneficiary, the proceeds will be paid to you, as the Policy
Owner, or if individually owned, to your estate.

DEATH BENEFIT OPTIONS
The Policy provides two Death Benefit  options.  The Policy Owner selects one of
the options in the application. The Death Benefit under either option will never
be less than the  current  Specified  Amount of the Policy as long as the Policy
remains in force.  (See the  section  on Policy  Lapse and  Reinstatement.)  The
minimum initial Specified Amount for the base Policy is $50,000.  The net amount
at risk for  Option A will  generally  be less  than the net  amount at risk for
Option  B. If you  choose  Option  A,  your  Cost of  Insurance  deduction  will
generally be lower than if you choose  Option B. (See the section on Charges and
Deductions.)  The following  graphs  illustrate the differences in the two Death
Benefit options.



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OPTION A.

OMITTED GRAPH  ILLUSTRATES  PAYOUT UNDER DEATH BENEFIT OPTION A, SPECIFICALLY BY
SHOWING  THE  RELATIONSHIPS  OVER TIME,  BETWEEN  THE  SPECIFIED  AMOUNT AND THE
ACCUMULATION VALUE.

     Death Benefit Option A. Pays a Death Benefit equal to the Specified  Amount
     or the Accumulation  Value  multiplied by the Death Benefit  percentage (as
     illustrated at Point A) whichever is greater.

Under Option A, the Death Benefit is the current  Specified Amount of the Policy
or, if greater,  the applicable  percentage of Accumulation Value on the date of
death. The applicable percentage is 250% for Insureds with an Attained Age 40 or
younger on the Policy  Anniversary Date prior to the date of death. For Insureds
with an Attained Age over 40 on that Policy  Anniversary  Date,  the  percentage
declines.  For example,  the  percentage at Attained Age 40 is 250%, at Attained
Age 50 is 185%,  at  Attained  Age 60 is 130%,  at Attained  Age 70 is 115%,  at
Attained Age 80 is 105%, and Attained Age 90 is 105%. The applicable  percentage
will never be less than 101%. Accordingly, under Option A the Death Benefit will
remain  level at the  Specified  Amount  unless  the  applicable  percentage  of
Accumulation  Value  exceeds the  current  Specified  Amount,  in which case the
amount of the Death Benefit will vary as the Accumulation  Value varies.  Policy
Owners who prefer to have favorable investment performance, if any, reflected in
higher Accumulation  Value, rather than increased insurance coverage,  generally
should select Option A. [GRAPHIC OMITTED]


OPTION B.

OMITTED GRAPH ILLUSTRATES  PAYOUT UNDER DEATH BENEFIT OPTION  B, SPECIFICALLY BY
SHOWING  THE  RELATIONSHIPS  OVER TIME,  BETWEEN  THE  SPECIFIED  AMOUNT AND THE
ACCUMULATION VALUE.

        Death  Benefit  Option B. Pays a Death  Benefit  equal to the  Specified
        Amount plus the Policy's  Accumulation  Value or the Accumulation  Value
        multiplied by the Death Benefit percentage, whichever is greater.

Under Option B, the Death Benefit is equal to the current  Specified Amount plus
the Accumulation Value of the Policy or, if greater,  the applicable  percentage
of the Accumulation Value on the date of death. The applicable percentage is the
same as under Option A: 250% for Insureds  with an Attained Age 40 or younger on
the Policy  Anniversary  Date prior to the date of death.  For Insureds  with an
Attained Age over 40 on that Policy  Anniversary  Date the percentage  declines.
Accordingly,  under Option B the amount of the Death Benefit will always vary as
the  Accumulation  Value  varies  (but  will  never be less  than the  Specified
Amount). Policy Owners who prefer to have favorable investment  performance,  if
any, reflected in increased insurance coverage,  rather than higher Accumulation
Values, generally should select Option B.

CHANGE IN DEATH BENEFIT OPTION. The Death Benefit option may be changed once per
year  after the first  Policy  Year by  sending  AVLIC a  written  request.  The
effective  date  of  such a  change  will  be the  Monthly  Activity  Date on or
following  the date the change is approved by AVLIC.  A change may have  federal
tax consequences.

If the Death Benefit  option is changed from Option A to Option B, the Specified
Amount after the change will equal the  Specified  Amount before the change less
the Accumulation Value as of the date of the change. If the Death

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<PAGE>



Benefit option is changed from Option B to Option A, the Specified  Amount under
Option A after the change  will equal the Death  Benefit  under  Option B on the
effective date of change.

No charges will be imposed upon a change in Death Benefit option,  nor will such
a change  in and of  itself  result in an  immediate  change in the  amount of a
Policy's  Accumulation Value.  However, a change in the Death Benefit option may
affect the Cost of  Insurance  because this charge  varies  depending on the net
amount at risk (i.e.  the amount by which the Death  Benefit as  calculated on a
Monthly  Activity Date exceeds the  Accumulation  Value on that date).  Changing
from Option B to Option A generally  will decrease the net amount at risk in the
future, and will therefore decrease the Cost of Insurance.  Changing from Option
A to Option B generally will result in an increase in the Cost of Insurance over
time because the Cost of Insurance  Rate will increase  with the Insured's  age,
even  though  the net  amount  at risk will  generally  remain  level.  (See the
sections on Charges and Deductions and Federal Tax Matters.)

CHANGE IN  SPECIFIED  AMOUNT.  Subject to certain  limitations,  after the first
Policy Year, a Policy Owner may increase or decrease the  Specified  Amount of a
Policy.  A change in Specified  Amount may affect the Cost of Insurance Rate and
the net  amount  at risk,  both of which  may  affect a Policy  Owner's  Cost of
Insurance  and have federal tax  consequences.  (See the sections on Charges and
Deductions and Federal Tax Matters.)

Any increase or decrease in the  Specified  Amount will become  effective on the
Monthly  Activity Date on or following the date a written request is approved by
AVLIC.  The  Specified  Amount of a Policy may be changed only once per year and
AVLIC  may limit the size of a change in a Policy  Year.  The  Specified  Amount
remaining in force after any  requested  decrease may not be less than  $100,000
($50,000 if the Term Insurance Rider is attached to the Policy). In addition, if
a decrease in the Specified  Amount makes the Policy not comply with the maximum
premium  limits  required by federal tax law, the decrease may be limited or the
Accumulation  Value may be  returned  to you,  at your  election,  to the extent
necessary  to  meet  the  requirements.  (See  the  section  on  Premiums.)  The
Administrative  Expense  Charge  will  include  a  monthly  charge  per $1000 of
increase in Specified Amount for ten years from the date of the increase.

Increases in the  Specified  Amount will be allowed after the first Policy Year.
For an increase in the Specified Amount, you must submit a written  supplemental
application.  AVLIC  may  also  require  additional  evidence  of  insurability.
Although  an increase  need not  necessarily  be  accompanied  by an  additional
premium,  in certain  cases an  additional  premium  will be required to put the
requested  increase in effect.  (See the section on Premiums  upon  Increases in
Specified  Amount.) The minimum amount of any increase is $25,000.  Generally an
increase  cannot be made if the  Insured's  Attained Age is over the maximum age
for the Insured's  risk class.  The increase may be subject to guaranteed  issue
guidelines, if applicable.

In states which require Cost of Insurance  charges to cease at a stated Attained
Age, the Specified Amount will decrease to $1000 when that age is reached.

METHODS OF AFFECTING INSURANCE PROTECTION
You may  increase  or  decrease  the pure  insurance  protection  provided  by a
Policy--the  difference between the Death Benefit and the Accumulation Value--in
several ways as your insurance  needs change.  These ways include  increasing or
decreasing  the  Specified  Amount of  insurance,  changing the level of premium
payments,  and making a partial withdrawal of the Policy's  Accumulation  Value.
Certain of these changes may have federal tax consequences.  The consequences of
each of these methods will depend upon the individual circumstances.

DURATION OF THE POLICY
The duration of the Policy generally  depends upon the  Accumulation  Value. The
Policy  will  remain  in  force  so long  as the Net  Cash  Surrender  Value  is
sufficient  to pay the  Monthly  Deduction.  (See the  section on  Charges  from
Accumulation Value.) However,  when the Net Cash Surrender Value is insufficient
to pay the Monthly  Deduction and the Grace Period  expires  without an adequate
payment by the Policy Owner, the Policy will lapse and terminate  without value.
(See the section on Policy Lapse and Reinstatement.)


                              CORPORATE BENEFIT VUL
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ACCUMULATION VALUE
The  Accumulation  Value will reflect the  investment  performance of the chosen
Investment  Options,  the Net Premiums  paid, any partial  withdrawals,  and the
charges assessed in connection with the Policy.  You may Surrender the Policy at
any time and receive the Policy's Net Cash Surrender Value.  (See the section on
Surrenders.) There is no guaranteed minimum Accumulation Value.

Accumulation  Value is determined on each Valuation Date. On the Issue Date, the
Accumulation  Value will equal the portion of any Net Premium  allocated  to the
Investment  Options,  reduced  by the  portion  of the first  Monthly  Deduction
allocated to the Investment Options.  (See the section on Allocation of Premiums
and Accumulation  Value.)  Thereafter,  on each Valuation Date, the Accumulation
Value of the Policy will equal:
(1)  The aggregate  values belonging to the Policy in each of the Subaccounts on
     the Valuation Date,  determined by multiplying each Subaccount's unit value
     by the number of Subaccount units you have allocated to the Policy; plus
(2)  The value of allocations to the Fixed Account; plus
(3)  Any  Accumulation  Value  impaired by  Outstanding  Policy Debt held in the
     General Account; plus
(4)  Any Net Premiums received on that Valuation Date; minus
(5)  Any partial withdrawal, and its charge, made on that Valuation Date; minus
(6)  Any Monthly Deduction to be made on that Valuation Date.

In computing the Policy's  Accumulation  Value on the Valuation Date, the number
of Subaccount  units  allocated to the Policy is determined  after any transfers
among  Investment  Options (and deduction of transfer  charges),  but before any
other  Policy  transactions,  such  as  receipt  of  Net  Premiums  and  partial
withdrawals.  Because the Accumulation Value depends on a number of variables, a
Policy's Accumulation Value cannot be predetermined.

THE UNIT  VALUE.  The unit  value of each  Subaccount  reflects  the  investment
performance of that Subaccount.  The unit value of each Subaccount is calculated
by:
(1)  Multiplying  the net asset  value per share of each Fund  portfolio  on the
     Valuation Date times the number of shares held by that  Subaccount,  before
     the purchase or redemption of any shares on that Valuation Date; minus
(2)  A charge not exceeding an annual rate of 0.95% (years 1-15) or 0.50% (years
     16+) for mortality and expense risk; minus
(3)  A charge not exceeding an annual rate of 0.15% for  administrative  service
     expenses; minus
(4)  Any taxes payable by Separate Account V; and
(5)  Dividing the result by the total number of units held in the  Subaccount on
     the Valuation Date,  before the purchase or redemption of any units on that
     Valuation Date.

(See the section on Daily Charges Against the Separate Account.)

VALUATION DATE AND VALUATION  PERIOD.  A Valuation Date is each day on which the
New York Stock  Exchange  ("NYSE") is open for trading.  The net asset value for
each Fund  portfolio  is  determined  as of the close of regular  trading on the
NYSE. The net investment  return for each  Subaccount and all  transactions  and
calculations  with  respect  to  the  Policies  as of  any  Valuation  Date  are
determined  as of that  time.  A  Valuation  Period is the  period  between  two
successive  Valuation  Dates,  commencing  at the  close  of the  NYSE  on  each
Valuation  Date and  ending  at the  close  of the  NYSE on the next  succeeding
Valuation Date.

PAYMENT OF POLICY BENEFITS
Death Benefit  Proceeds  under the Policy will usually be paid within seven days
after AVLIC receives  Satisfactory Proof of Death.  Payments may be postponed in
certain circumstances. (See the section on Postponement of Payments.) The Policy
Owner may decide the form in which Death Benefit  Proceeds will be paid.  During
the  Insured's  lifetime,  the Policy  Owner may arrange  for the Death  Benefit
Proceeds to be paid in a lump sum or under one or more of the  optional  methods
of payment described below. Changes must be in writing and will revoke all prior
elections.  If no election  is made,  AVLIC will pay Death  Benefit  Proceeds or
the Accumulation Value Benefit

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<PAGE>



in a lump sum.  When Death  Benefit  Proceeds  are  payable in a lump sum and no
election  for an  optional  method  of  payment  is in force at the death of the
Insured,  the  Beneficiary  may  select one or more of the  optional  methods of
payment.  Further,  if the Policy is  assigned,  any amounts due to the assignee
will first be paid in one sum.  The balance,  if any,  may be applied  under any
payment option. Once payments have begun, the payment option may not be changed.
(Also see the section on Surrenders.)

PAYMENT OPTIONS FOR DEATH BENEFIT  PROCEEDS.  The minimum amount of each payment
is $100.  If a  payment  would be less  than  $100,  AVLIC has the right to make
payments less often so that the amount of each payment is at least $100.  Once a
payment  option is in effect,  Death  Benefit  Proceeds will be  transferred  to
AVLIC's General Account.  AVLIC may make other payment options  available in the
future.  For additional  information  concerning  these options,  see the Policy
itself. The following payment options are currently available:

     Option  ai--INTEREST  PAYMENT  OPTION.  AVLIC will hold any amount  applied
     under this option.  Interest on the unpaid balance will be paid or credited
     each month at a rate determined by AVLIC.

     Option aii--FIXED AMOUNT PAYABLE OPTION. Each payment will be for an agreed
     fixed amount. Payments continue until the amount AVLIC holds runs out.

     Option b--FIXED PERIOD PAYMENT OPTION.  Equal payments will be made for any
     period selected up to 20 years.

If the beneficiary is a natural person,  the following  payment options are also
currently available:

     Option c--LIFETIME PAYMENT OPTION.  Equal monthly payments are based on the
     life of a named  person.  Payments  will  continue for the lifetime of that
     person. Variations provide for guaranteed payments for a period of time.

     Option d--JOINT  LIFETIME PAYMENT OPTION.  Equal monthly payments are based
     on the lives of two named persons.  While both are living, one payment will
     be made each month.  When one dies,  the same payment will continue for the
     lifetime of the other.

As an alternative to the above payment options,  Death Benefits  Proceeds may be
paid in any other manner approved by AVLIC.  Further,  one of AVLIC's affiliates
may make payments  under the above payment  options.  If an affiliate  makes the
payment,  it will do so according to the request of the Policy Owner,  using the
rules set out above.

POLICY RIGHTS

LOAN BENEFITS
LOAN  PRIVILEGES.  The Policy  Owner may borrow an amount up to the  current Net
Cash  Surrender  Value less twelve times the most recent Monthly  Deduction,  at
regular or reduced loan rates (described below). Loans usually are funded within
seven days after  receipt  of a written  request.  The loan may be repaid at any
time while the  Insured is living.  Policy  Owners in certain  states may borrow
100% of the Net Cash Surrender Value after deducting Monthly  Deductions and any
interest on Policy loans that will be due for the  remainder of the Policy Year.
Loans may have tax consequences. (See the section on Federal Tax Matters.)

LOAN  INTEREST.  AVLIC charges  interest to Policy Owners at regular and reduced
rates. Regular loans will accrue interest on a daily basis at a rate of up to 6%
per year; currently the interest rate on regular Policy loans is 5.5%. Each year
after the tenth Policy  Anniversary  Date, the Policy Owner may borrow a limited
amount of the Net Cash  Surrender  Value at a reduced  interest  rate. For those
loans, interest will accrue on a daily basis at a rate of up to 4% per year; the
current reduced loan rate is 3.5%. The amount available at the reduced loan rate
is:
(1) The Accumulation  Value;  minus
(2) Total premiums paid minus any partial withdrawals  previously taken, and
    minus
(3) Any Outstanding Policy Debt held at a reduced loan rate.

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<PAGE>



However,  this amount may not exceed the maximum  loan amount  described  above.
(See the section on Loan Privileges.) If unpaid when due, interest will be added
to the amount of the loan and bear  interest at the same rate.  The Policy Owner
earns 3.5%  interest on the  Accumulation  Values  held in the  General  Account
securing the loans.

EFFECT OF POLICY  LOANS.  When a loan is made,  Accumulation  Value equal to the
amount  of the loan  will be  transferred  from the  Investment  Options  to the
General  Account as security for the loan. The  Accumulation  Value  transferred
will be allocated from the Investment  Options according to the instructions you
give when you  request  the  loan.  The  minimum  amount  which can  remain in a
Subaccount  or  the  Fixed  Account  as a  result  of a  loan  is  $100.  If  no
instructions  are given,  the amounts  will be withdrawn  in  proportion  to the
various  Accumulation  Values in the Investment Options. In any Policy Year that
loan  interest  is not paid when due,  AVLIC  will add the  interest  due to the
principal  amount of the Policy loan on the next Policy  Anniversary.  This loan
interest due will be transferred  from the Investment  Options as set out above.
No  charge  will be made for these  transfers.  A Policy  loan will  permanently
affect the Accumulation Value and may permanently affect the amount of the Death
Benefits, even if the loan is repaid.

Interest  earned on amounts held in the General Account will be allocated to the
Investment  Options on each Policy  Anniversary in the same  proportion that Net
Premiums  are being  allocated  to those  Investment  Options at the time.  Upon
repayment of loan amounts,  the portion of the repayment allocated in accordance
with the repayment of loan provision (see below) will be transferred to increase
the Accumulation Value in that Investment Option.

OUTSTANDING  POLICY DEBT.  The  Outstanding  Policy Debt equals the total of all
Policy loans and accrued  interest on Policy loans.  If the  Outstanding  Policy
Debt exceeds the Accumulation Value less any Accrued Expense Charges, the Policy
Owner must pay the excess.  AVLIC will send a notice of the amount which must be
paid.  If you do not make the  required  payment  within the 61 days after AVLIC
sends the notice, the Policy will terminate without value ("lapse").  Should the
Policy  lapse  while  Policy  loans are  outstanding,  the  portion of the loans
attributable to earnings will become taxable. You may lower the risk of a Policy
lapsing  while loans are  outstanding  as a result of a reduction  in the market
value of investments in the  Subaccounts by investing in a diversified  group of
lower risk  investment  portfolios  and/or  transferring  the funds to the Fixed
Account and  receiving a  guaranteed  rate of return.  Should you  experience  a
substantial reduction,  you may need to lower anticipated withdrawals and loans,
repay loans,  make additional  premium  payments,  or take other action to avoid
Policy  lapse.  A lapsed  Policy may later be  reinstated.  (See the  section on
Policy Lapse and Reinstatement.)

REPAYMENT OF LOAN.  Unscheduled premiums paid while a Policy loan is outstanding
are treated as repayment of the debt only if the Policy Owner so requests.  As a
loan is repaid,  the  Accumulation  Value in the General  Account  securing  the
repaid loan will be allocated among the Subaccounts and the Fixed Account in the
same proportion that Net Premiums are being allocated at the time of repayment.

SURRENDERS
At any time during the lifetime of the Insured,  the Policy Owner may withdraw a
portion of the  Accumulation  Value or Surrender the Policy by sending a written
request to AVLIC.  The amount  available for Surrender is the Net Cash Surrender
Value at the end of the Valuation Period when the Surrender  request is received
at AVLIC's Home Office.  Surrenders  will generally be paid within seven days of
receipt of the written  request.  (See the section on Postponement of Payments.)
SURRENDERS MAY HAVE TAX CONSEQUENCES.  Once a Policy is Surrendered,  it may not
be reinstated. (See the section on Tax Treatment of Policy Proceeds.)

If the Policy is being  Surrendered  in its entirety,  the Policy itself must be
returned to AVLIC along with the request.  AVLIC will pay the Net Cash Surrender
Value.  Coverage  under  the  Policy  will  terminate  as of the date of a total
Surrender.  A Policy  Owner may elect to have the  amount  paid in a lump sum or
under a payment option. (See the section on Payment Options.)

PARTIAL WITHDRAWALS
Partial withdrawals are irrevocable.  The amount of a partial withdrawal may not
be less than $500. After a partial withdrawal, the Net Cash Surrender Value, not
including  any percent of premium  refund,  must be at least $1,000 or an amount
sufficient to maintain the Policy in force for the remainder of the Policy Year.

The amount paid will be deducted from the Investment  Options  according to your
instructions  when you  request the  withdrawal.  However,  the  minimum  amount
remaining in a Subaccount as a result of the allocation is $100. If no

                              CORPORATE BENEFIT VUL
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<PAGE>



instructions  are given,  the amounts  will be withdrawn  in  proportion  to the
various Accumulation Values in the Investment Options.

The Death  Benefit will be reduced by the amount of any partial  withdrawal  and
may affect the way the Cost of Insurance  charge is calculated and the amount of
pure  insurance  protection  under the  Policy.  (See the  sections  on  Monthly
Deduction--Cost  of Insurance  and Death Benefit  Options--Methods  of Affecting
Insurance  Protection.)  If Death Benefit  option B is in effect,  the Specified
Amount will not change, but the Accumulation Value will be reduced.

A fee which does not exceed the lesser of $50 or 2% of the amount  withdrawn  is
deducted from the Accumulation Value. Currently, the charge is the lesser of $25
or 2% of the amount withdrawn. (See the section on Partial Withdrawal Charge.)

TRANSFERS
Accumulation  Value may be transferred among the Subaccounts of Separate Account
V and to the Fixed Account as often as desired.  However,  you may make only one
transfer out of the Fixed Account per Policy Year.  The transfers may be ordered
in person, by mail or by telephone.  The total amount transferred each time must
be at least $250, or the balance of the Subaccount,  if less. The minimum amount
that may remain in a Subaccount  or the Fixed  Account after a transfer is $100.
The first 15 transfers per Policy Year will be permitted  free of charge.  After
that, a transfer  charge of $10 may be imposed each  additional time amounts are
transferred.  Currently,  no charge is imposed for  additional  transfers.  This
charge will be deducted pro rata from each  Subaccount  (and if applicable,  the
Fixed  Account)  in which the  Policy  Owner is  invested.  (See the  section on
Transfer Charge.)

Additional  restrictions  on  transfers  may  be  imposed  at  the  Fund  level.
Specifically,  Fund managers may have the right to refuse  sales,  or suspend or
terminate the offering of portfolio  shares,  if they determine that such action
is necessary in the best interests of the  portfolio's  shareholders.  If a Fund
manager  refuses a transfer for any reason,  the  transfer  will not be allowed.
AVLIC will not be able to process the transfer if the Fund manager refuses.

Transfers  resulting from Policy loans will not be subject to a transfer  charge
and will not be counted  towards the  guaranteed  15 free  transfers  per Policy
Year. AVLIC may at any time revoke or modify the transfer  privilege,  including
the minimum amount transferable.

Transfers  out of the Fixed  Account,  unless part of the dollar cost  averaging
systematic  program  described  below,  are  limited  to one  per  Policy  Year.
Transfers  out of the Fixed Account are limited to the greater of (1) 25% of the
Fixed Account  attributable to the Policy;  (2) the largest transfer made by the
Policy Owner out of the Fixed Account during the last 13 months;  or (3) $1,000.
This  provision  is not  available  while dollar cost  averaging  from the Fixed
Account.

The privilege to initiate  transactions  by telephone  will be made available to
Policy Owners  automatically.  The registered  representative  designated on the
application  will have the  authority to initiate  telephone  transfers.  Policy
Owners who do not wish to authorize AVLIC to accept telephone  transactions from
their registered  representative must specify so on the application.  AVLIC will
employ  reasonable  procedures  to confirm  that  instructions  communicated  by
telephone  are genuine,  and if it does not,  AVLIC may be liable for any losses
due to unauthorized or fraudulent instructions. The procedures AVLIC follows for
transactions  initiated by telephone include,  but are not limited to, requiring
the Policy  Owner to provide  the Policy  number at the time of giving  transfer
instructions; AVLIC's tape recording of all telephone transfer instructions; and
AVLIC providing written confirmation of telephone transactions.

SYSTEMATIC PROGRAMS
AVLIC may offer systematic  programs as discussed below.  These programs will be
subject to  administrative  guidelines AVLIC may establish from time to time. We
will count  your  transfers  in these  programs  when  determining  whether  any
transfer fee applies.  Lower minimum  amounts may be allowed to transfer as part
of a

                              CORPORATE BENEFIT VUL
                                       24

<PAGE>



systematic  program. No other separate fee is assessed when one of these options
is chosen.  All other normal transfer  restrictions,  as described  above,  also
apply.

You can request  participation  in the available  programs when  purchasing  the
Policy  or at a  later  date.  You  can  change  the  allocation  percentage  or
discontinue  any program by sending  written  notice or calling the Home Office.
Other  scheduled  programs may be made  available.  AVLIC  reserves the right to
modify,  suspend,  or terminate such programs at any time.  Participation in any
systematic program will automatically  terminate upon death of the Insured.  Use
of systematic programs may not be advantageous, and does not guarantee success.

PORTFOLIO REBALANCING. Under the Portfolio Rebalancing program, you can instruct
AVLIC to reallocate the  Accumulation  Value among the Subaccounts  (but not the
Fixed Account) on a systematic  basis,  according to your  specified  allocation
instructions.

DOLLAR COST AVERAGING. Under the Dollar Cost Averaging program, you can instruct
AVLIC to automatically  transfer,  on a systematic basis, a predetermined amount
or specified percentage from the Fixed Account or the Money Market Subaccount to
any other  Subaccount(s).  Dollar cost  averaging  is  permitted  from the Fixed
Account  if each  monthly  transfer  is no more than  1/36th of the value of the
Fixed Account at the time dollar cost averaging is established.

EARNINGS SWEEP. This program permits systematic redistribution of earnings among
Investment Options.

FREE-LOOK PRIVILEGE
You may cancel the Policy  within 10 days after you receive  it,  within 10 days
after AVLIC delivers a notice of your right of  cancellation,  or within 45 days
of completing  Part I of the  application,  whichever is later.  When allowed by
state  law,  the  amount of the  refund  is the Net  Premiums  allocated  to the
Investment Options, adjusted by investment gains and losses, plus the sum of all
charges  deducted from premiums paid.  Otherwise,  the amount of the refund will
equal the gross premiums paid. To cancel the Policy,  you should mail or deliver
it to the selling  agent,  or to AVLIC at the Home Office.  A refund of premiums
paid by check may be delayed  until the check has  cleared  your bank.  (See the
section on Postponement of Payments.)

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY
Individuals wishing to purchase a Policy must complete an application and submit
it to AVLIC's Home Office (5900 "O" Street,  P.O. Box 82550,  Lincoln,  Nebraska
68501). With guaranteed or simplified  underwriting,  a Policy will be issued to
individuals ages 18 to 65 on their nearest birthday.  With regular underwriting,
a Policy  will  generally  be issued only to  individuals  age 18 to 85 on their
nearest  birthday who supply  satisfactory  evidence of  insurability  to AVLIC.
Preferred  class  regular issue  Policies are available  only for ages 18 to 75.
Acceptance  of  a  regular  underwriting   application  is  subject  to  AVLIC's
underwriting  rules,  and AVLIC reserves the right to reject an application  for
any reason.

The  Policy  Date  is the  effective  date  for  all  coverage  in the  original
application.  The Policy Date is used to  determine  Policy  Anniversary  Dates,
Policy Years and Policy  Months.  The Issue Date is the date that all financial,
contractual and administrative  requirements have been met and processed for the
Policy.  The  Policy  Date and the Issue  Date will be the same  unless:  (1) an
earlier Policy Date is  specifically  requested,  or (2) additional  premiums or
application amendments are needed. When there are additional requirements before
issue  (see  below)  the  Policy  Date  will be the date the  Policy is sent for
delivery and the Issue Date will be the date the requirements are met.

When all required  premiums and  application  amendments  have been  received by
AVLIC in its Home  Office,  the Issue Date will be the date the Policy is mailed
to you or sent to the agent for delivery to you. When application  amendments or
additional  premiums need to be obtained upon delivery of the Policy,  the Issue
Date will be when the Policy  receipt and federal  funds (monies of member banks
within the Federal Reserve System which are held on

                              CORPORATE BENEFIT VUL
                                       25

<PAGE>



deposit at a Federal Reserve Bank) are received and available to AVLIC,  and the
application  amendments  are received  and reviewed in AVLIC's Home Office.  The
initial  Net  Premium  will be  allocated  on the Issue Date to the  Subaccounts
and/or the Fixed Account  according to the selections  made in the  application.
When state or other applicable law or regulation requires return of at least the
premium  payments if you return the Policy under the  free-look  privilege,  the
initial Net Premium  will be allocated  to the Money  Market  Subaccount.  Then,
thirteen days after the Issue Date, the Accumulation Value of the Policy will be
allocated  among  the  Subaccounts   and/or  Fixed  Account   according  to  the
instructions in the application.

Subject to approval,  a Policy may be backdated,  but the Policy Date may not be
more than six months  prior to the date of the  application.  Backdating  can be
advantageous if the Insured's lower Issue Age results in lower Cost of Insurance
Rates.  If a Policy is  backdated,  the minimum  initial  premium  required will
include sufficient  premium to cover the backdating  period.  Monthly Deductions
will be made for the period the Policy Date is backdated.

Conditional receipt coverage may be available prior to the Policy Date, provided
that certain  conditions are met, upon the completion of an application  and the
payment of the  required  premium at the time of the  application.  The  maximum
total  amount of  insurance  which will be payable  pursuant to all  conditional
receipts  received by the  applicant  as a result of pending  applications  with
AVLIC and its  affiliates  is limited to the smaller of:
(1) the total amount of insurance applied for with AVLIC and its affiliates; or
(2) $250,000  minus the total  amount of  insurance in force with AVLIC and its
    affiliates, but not less than zero.

As used above, total amount of insurance includes any amounts payable
under any Accidental Death Benefit provision.

PREMIUMS
No insurance  will take effect  before the minimum  initial  premium  payment is
received by AVLIC in federal funds.  Subsequent  premiums are payable at AVLIC's
Home Office.  A Policy Owner has  flexibility in  determining  the frequency and
amount of premiums. However, unless you have paid sufficient premiums to pay the
Monthly Deduction and Percent of Premium Charges, the Policy may have a zero Net
Cash Surrender Value and lapse. (See the section on Policy Benefits, Purposes of
the Policy.)

PLANNED PERIODIC PREMIUMS.  At the time the Policy is issued you may determine a
Planned  Periodic  Premium  schedule  that  provides  for the  payment  of level
premiums at selected  intervals.  You are not required to pay premiums according
to this  schedule.  You have  considerable  flexibility  to alter the amount and
frequency  of premiums  paid.  AVLIC  reserves the right to limit the number and
amount of additional or unscheduled premium payments.

You may also change the  frequency  and amount of Planned  Periodic  Premiums by
sending a written request to the Home Office,  although AVLIC reserves the right
to  limit  any  increase.   Premium  payment  notices  will  be  sent  annually,
semi-annually or quarterly, depending upon the frequency of the Planned Periodic
Premiums.  Payment of the Planned Periodic  Premiums does not guarantee that the
Policy  remains in force.  Instead,  the duration of the Policy depends upon the
Policy's Net Cash Surrender Value.  (See the section on Duration of the Policy.)
Even if Planned  Periodic  Premiums are paid, the Policy will lapse any time the
Net Cash Surrender Value is insufficient to pay the Monthly  Deduction,  and the
Grace Period expires  without a sufficient  payment.  (See the section on Policy
Lapse and Reinstatement.)

PREMIUM  LIMITS.  AVLIC's  current  minimum premium limit is $45, $15 if paid by
automatic bank draft.  AVLIC currently has no maximum premium limit,  other than
the current  maximum  premium  limits  established  by federal  tax laws.  AVLIC
reserves the right to change any premium limit. In no event may the total of all
premiums paid, both planned and unscheduled,  exceed the current maximum premium
limits  established  by federal tax laws.  (See the section on Tax Status of the
Policy.)

If at any time a premium is paid which would result in total premiums  exceeding
the current maximum  premium limits,  AVLIC will accept only that portion of the
premium  which  will make  total  premiums  equal the  maximum.  Any part of the
premium in excess of that amount will be returned or applied as otherwise agreed
and no further  premiums will be accepted  until allowed by the current  maximum
premium  limits  allowed  by law.  AVLIC  may  require  additional  evidence  of
insurability  if any premium payment would result in an increase in the Policy's
net amount at risk on the date the premium is received.


                              CORPORATE BENEFIT VUL
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<PAGE>


PREMIUMS UPON INCREASES IN SPECIFIED  AMOUNT.  Depending  upon the  Accumulation
Value of the Policy at the time of an  increase in the  Specified  Amount of the
Policy  and the  amount  of the  increase  requested  by the  Policy  Owner,  an
additional premium payment may be required. AVLIC will notify you of any premium
required to fund the increase,  which premium must be made in a single  payment.
The Accumulation Value of the Policy will be immediately increased by the amount
of the payment, less the applicable Percent of Premium Charge.

ALLOCATION OF PREMIUMS AND ACCUMULATION VALUE
ALLOCATION OF NET PREMIUMS.  In the application  for a Policy,  the Policy Owner
allocates Net Premiums to one or more  Subaccounts  and/or to the Fixed Account.
Allocations must be whole number percentages and must total 100%. The allocation
of future  Net  Premiums  may be  changed  without  charge by  providing  proper
notification to the Home Office. If there is any Outstanding  Policy Debt at the
time of a payment,  AVLIC will treat the payment as a premium payment unless you
instruct otherwise by proper written notice.

The initial Net Premium will be  allocated on the Issue Date to the  Subaccounts
and/or the Fixed Account  according to the selections  made in the  application.
When state or other applicable law or regulation requires return of at least the
premium  payments if you return the Policy under the  free-look  privilege,  the
initial Net Premium  will be allocated  to the Money  Market  Subaccount.  Then,
thirteen days after the Issue Date, the Accumulation Value of the Policy will be
allocated  among  the  Subaccounts   and/or  Fixed  Account   according  to  the
instructions in the application. Premium payments received by AVLIC prior to the
Issue Date are held in the General Account until the Issue Date and are credited
with  interest  at a rate  determined  by AVLIC for the period from the date the
payment has been converted  into federal funds and is available to AVLIC.  In no
event will interest be credited prior to the Policy Date.

The  Accumulation  Value  of the  Subaccounts  will  vary  with  the  investment
performance  of these  Subaccounts  and you, as the Policy Owner,  will bear the
entire  investment risk. This will affect the Policy's  Accumulation  Value, and
may  affect the Death  Benefit as well.  You  should  periodically  review  your
allocations  of premiums  and values in light of market  conditions  and overall
financial planning requirements.

POLICY LAPSE AND REINSTATEMENT
LAPSE.  Unlike  conventional  life  insurance  policies,  the  failure to make a
Planned  Periodic  Premium  payment  will not itself  cause the Policy to lapse.
Lapse will occur when the Net Cash Surrender  Value is insufficient to cover the
Monthly Deduction and a Grace Period expires without a sufficient  payment.  The
Grace Period is 61 days from the date AVLIC mails a notice that the Grace Period
has begun.  AVLIC will notify you at the  beginning  of the Grace Period by mail
addressed to your last known address on file with AVLIC.

The notice will  specify the premium  required to keep the Policy in force.  The
required premium will equal the amount necessary to cover the Monthly Deductions
and Percent of Premium Charges for the three Policy Months after commencement of
the Grace Period.  Failure to pay the required  premium  within the Grace Period
will result in lapse of the Policy. If the Insured dies during the Grace Period,
any overdue Monthly Deductions and Outstanding Policy Debt will be deducted from
the Death Benefit Proceeds. (See the section on Charges and Deductions.)

REINSTATEMENT.  A lapsed  Policy may be  reinstated  any time within three years
(five  years in  Missouri)  after the  beginning  of the Grace  Period.  We will
reinstate  your  Policy  based on the  Insured's  risk  class at the time of the
reinstatement.

Reinstatement is subject to the following:
     (1)  Evidence  of  insurability  of  the  Insured   satisfactory  to  AVLIC
          (including  evidence of  insurability of any person covered by a rider
          to reinstate the rider);
     (2)  Any  Outstanding  Policy Debt on the date of lapse will be  reinstated
          with interest due and accrued;
     (3)  The Policy  cannot be reinstated  if it has been  Surrendered  for its
          full Net Cash Surrender Value;
     (4)  The minimum premium required at reinstatement is:
          (a)  the amount  necessary to raise the Net Cash Surrender Value as of
               the date of reinstatement to equal to or greater than zero; plus
          (b)  three times the current Monthly Deduction.


                              CORPORATE BENEFIT VUL
                                       27

<PAGE>

The  amount of Accumulation  Value on the date of reinstatement  will equal:
     (1)  The  amount  of the Net Cash  Surrender  Value  on the date of  lapse,
          increased by
     (2)  The  premium  paid at  reinstatement,  less
     (3)  The Percent of Premium Charge.

If any Outstanding Policy Debt is reinstated,  that debt will be held in AVLIC's
General Account.  Accumulation Value calculations will then proceed as described
under the section on Accumulation Value.

The effective date of  reinstatement  will be the first Monthly Activity Date on
or  next  following  the  date of  approval  by  AVLIC  of the  application  for
reinstatement.

CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Policy to compensate  AVLIC for:
(1) providing  the  insurance  benefits set forth in the Policy and any optional
insurance  benefits added by rider; (2)  administering the Policy and payment of
applicable taxes; (3) assuming certain risks in connection with the Policy;  and
(4)  incurring  expenses in  distributing  the Policy.  The nature and amount of
these charges are described  more fully below.  The charges are determined by us
according  to our  expectations  of  future  experience  for  mortality,  lapse,
interest and expenses.  If our expectations of future  experience for mortality,
lapse,  interest and expenses change,  we may increase or decrease charges where
permitted by the Policy,  but we will never charge more than the maximum  amount
specified in the Policy. Any change in the charges will apply to all Insureds of
the same age, gender,  and risk class and whose Policies have been in effect for
the same length of time.

DEDUCTIONS FROM PREMIUM PAYMENTS
PERCENT OF PREMIUM CHARGE. A deduction of up to 5.0% of the premium is made from
each premium payment; currently the charge is 3.0%. The deduction is intended to
partially offset the premium taxes imposed by the states and their subdivisions,
and to help defray the tax cost due to capitalizing  certain Policy  acquisition
expenses  as required  under  applicable  federal tax laws.  (See the section on
Federal Tax Matters.)  AVLIC does not expect to derive a profit from the Percent
of Premium Charge. If you surrender the Policy in the first two Policy Years, we
will  refund a portion of the  Percent of Premium  Charge  deducted in the first
Policy Year. The applicable  portion is 100% in the first Policy Year and 50% in
the second Policy Year.

CHARGES FROM ACCUMULATION VALUE
MONTHLY  DEDUCTION.  Charges  will be deducted as of the Policy Date and on each
Monthly  Activity Date thereafter from the  Accumulation  Value of the Policy to
compensate  AVLIC for  administrative  expenses and  insurance  provided.  These
charges  will  be  allocated  from  the  Investment  Options  according  to your
instructions.  If no instructions  are given,  the charges will be allocated pro
rata among the  Investment  Options.  Each of these charges is described in more
detail below.

ADMINISTRATIVE   EXPENSE   CHARGE.   To   compensate   AVLIC  for  the  ordinary
administrative  expenses expected to be incurred in connection with a Policy, we
deduct an  Administrative  Expense Charge based on the Specified  Amount and the
Policy duration.  Currently, the per Policy charge is $15 per month in the first
Policy  Year  and $7  per  month  thereafter.  The  per  Policy  portion  of the
Administrative Expense Charge is levied throughout the life of the Policy and is
guaranteed  not to increase above $15 per month in the first Policy Year and $12
per month  thereafter.  During  the first ten Policy  Years,  there is a monthly
charge per $1000 of initial Specified  Amount.  In addition,  there is a monthly
charge per $1000 of each  increase  in  Specified  Amount for ten years from the
date of increase.  The per $1000 rates for both the initial Specified Amount and
each increase vary by Issue Age, gender,  and risk class. The current charge per
$1000 is the same as the maximum charge. (See the Policy Schedule for rates.)

COST OF INSURANCE. Because the Cost of Insurance depends upon several variables,
the cost  for each  Policy  Month  can vary  from  month to  month.  AVLIC  will
determine the monthly Cost of Insurance by multiplying  the  applicable  Cost of
Insurance  Rate by the net amount at risk for each Policy Month.  The net amount
at risk on any Monthly  Activity  Date is based on the amount by which the Death
Benefit which would have been payable on that Monthly  Activity Date exceeds the
Accumulation Value on that date.


                              CORPORATE BENEFIT VUL
                                       28

<PAGE>



Cost of  Insurance  Rate.  The Annual Cost of  Insurance  Rates are based on the
Insured's gender, Issue Age, Policy duration and risk class. The rates will vary
depending  upon tobacco use and other risk  factors.  For the initial  Specified
Amount,  the Cost of Insurance Rates will not exceed those shown in the Schedule
of Guaranteed  Annual Cost of Insurance Rates shown in the schedule pages of the
Policy.  These guaranteed rates are based on the Insured's  Attained Age and are
equal to the 1980  Insurance  Commissioners  Standard  Ordinary  Male and Female
Mortality  Tables  without  smoker  distinction.   The  maximum  rates  for  the
table-rated  substandard Insureds are based on a multiple (shown in the schedule
pages of the  Policy) of the above  rates.  We may add flat extra  ratings to an
Insured to reflect  higher  mortality  risk. Any change in the Cost of Insurance
Rates will apply to all Insureds of the same age,  gender,  risk class and whose
Policies have been in effect for the same length of time.

The Cost of Insurance  Rates,  Policy charges,  and payment options for Policies
issued in Montana,  and  perhaps  other  states or in  connection  with  certain
employee benefit  arrangements,  are issued on a gender-neutral  (unisex) basis.
The unisex rates will be higher than those  applicable to females and lower than
those applicable to males.

If the rating class for any increase in the Specified  Amount is not the same as
the rating class at issue,  the Cost of Insurance  Rate used after such increase
will be a  composite  rate  based  upon a  weighted  average of the rates of the
different  rating  classes.  Decreases may be reflected in the Cost of Insurance
Rate, as discussed earlier.

The actual  charges  made  during  the  Policy  Year will be shown in the annual
report delivered to Policy Owners.

Rating Class.  The rating class of the Insured will affect the Cost of Insurance
Rate.  AVLIC  currently  places  Insureds into both standard  rating classes and
substandard rating classes that involve a higher mortality risk. In an otherwise
identical  Policy,  Insureds in the standard rating class will have a lower Cost
of Insurance Rate than Insureds in a rating class with higher mortality risks.

Transfer Charge. Currently there is no charge for transfers among the Investment
Options  in excess of 15 per Policy  Year.  A charge of $10  (guaranteed  not to
increase) for each  transfer in excess of 15 may be imposed to compensate  AVLIC
for the costs of processing the transfer. Since the charge reimburses AVLIC only
for the cost of  processing  the  transfer,  AVLIC  does not  expect to make any
profit from the transfer charge. This charge will be deducted pro rata from each
Subaccount (and, if applicable,  the Fixed Account) in which the Policy Owner is
invested.  The transfer  charge will not be imposed on transfers that occur as a
result of Policy loans or the exercise of exchange rights.

Partial Withdrawal Charge. A charge will be imposed for each partial withdrawal.
This charge will compensate AVLIC for the administrative costs of processing the
requested  payment and in making  necessary  calculations  for any reductions in
Specified Amount which may be required because of the partial  withdrawal.  This
charge is currently the lesser of $25 or 2% of the amount withdrawn  (guaranteed
not to be  greater  than the  lesser of $50 or 2% of the  amount  withdrawn).  A
partial withdrawal charge is not assessed when a Policy is Surrendered.

Daily Charges Against The Separate Account
A daily Mortality and Expense Risk Charge will be deducted from the value of the
net assets of Separate  Account V to compensate  AVLIC for mortality and expense
risks  assumed in  connection  with the Policy.  This daily charge from Separate
Account V is currently at the rate of 0.002050% (equivalent to an annual rate of
0.75%) for  Policy  Years 1-15 and will not  exceed  0.95%  annually.  After the
fifteenth  Policy Year the daily charge will be applied at the rate of 0.000820%
(equivalent to an annual rate of 0.30%) and will not exceed 0.50% annually.  The
daily  charge will be deducted  from the net asset value of Separate  Account V,
and therefore the Subaccounts, on each Valuation Date. Where the previous day or
days was not a Valuation  Date,  the deduction on the Valuation Date will be the
applicable  daily rate multiplied by the number of days since the last Valuation
Date. No Mortality and Expense Risk Charges will be deducted from the amounts in
the Fixed Account.

AVLIC  believes  that  this  level of charge  is  within  the range of  industry
practice for comparable  flexible premium variable universal life policies.  The
mortality  risk  assumed by AVLIC is that  Insureds  may live for a shorter time
than  calculated,  and that the aggregate  amount of Death Benefits paid will be
greater than  initially  estimated.  The expense  risk assumed is that  expenses
incurred   in  issuing  and   administering   the   Policies   will  exceed  the
administrative charges provided in the Policies.

                              CORPORATE BENEFIT VUL
                                       29

<PAGE>



An  Asset-Based  Administrative  Expense  Charge will also be deducted  from the
value of the net assets of Separate Account V on a daily basis. Currently,  this
charge is applied at a rate of 0.000409%  (equivalent  to 0.15%  annually).  The
rate  of  this  charge  will  never  exceed  0.15%   annually.   No  Asset-Based
Administrative  Expense  Charge will be  deducted  from the amounts in the Fixed
Account.

FUND EXPENSE SUMMARY
In addition  to the charges  against  Separate  Account V described  just above,
management  fees  and  expenses  will  be  assessed  by  AIC,  Fidelity,   Alger
Management,  MFS Co. and MSDW Investment Management against the amounts invested
in the various  portfolios.  No portfolio fees will be assessed  against amounts
placed in the Fixed Account.

The  information  shown below relating to the Funds was provided to AVLIC by the
Funds and AVLIC has not  independently  verified such  information.  Each of the
Funds, other than the Ameritas Portfolios,  is managed by an investment advisory
organization  that is not  affiliated  with  AVLIC.  Each such  organization  is
entitled to receive a fee for its  services  based on the value of the  relevant
portfolio's  net assets.  The Ameritas  Portfolios  are managed by AIC, an AVLIC
affiliate.  Unless otherwise noted, the amount of expenses,  including the asset
based  advisory fee referred to above,  borne by each  portfolio  for the fiscal
year ended December 31, 1998, was as follows:

<TABLE>
<CAPTION>

PORTFOLIO                         INVESTMENT   12B-1    OTHER      TOTAL      WAIVERS      TOTAL
                                  ADVISORY &  EXPENSE  EXPENSES                AND/OR     (REFLECTING
                                  MANAGEMENT                               REIMBURSEMENTS WAIVERS AND/OR
                                                                                          EIMBURSEMENTS,
                                                                                             IF ANY)
<S>                                <C>                     <C>       <C>       <C>           <C>
AMERITAS PORTFOLIOS(1)
Ameritas Money Market              .21%          -         .14%      .35%      .05%          .30%
Ameritas Index 500                 .24%          -         .17%      .41%      .13%          .28%
Ameritas Growth                    .75%          -         .14%      .89%      .10%          .79%
Ameritas Income & Growth           .63%          -         .19%      .82%      .12%          .70%
Ameritas Small Capitalization      .85%          -         .15%     1.00%      .11%          .89%
Ameritas MidCap Growth             .80%          -         .17%      .97%      .13%          .84%
Ameritas Emerging Growth           .75%          -         .16%      .91%      .06%          .85%
Ameritas Research                  .75%          -         .40%     1.15%      .29%          .86%
Ameritas Growth With Income        .75%          -         .25%     1.00%      .12%          .88%

FIDELITY PORTFOLIOS
VIP Equity-Income:
    Service Class                  .49%       .10%         .09%      .68%        -           .68%(2)
VIP Growth:
    Service Class                  .59%       .10%         .11%      .80%        -           .80%(2)
VIP High Income:
    Service Class                  .58%       .10%         .14%      .82%        -           .82%
VIP Overseas:
    Service Class                  .74%       .10%         .17%     1.01%        -          1.01%(2)
 VIP II Asset Manager:
    Service Class                  .54%       .10%         .14%      .78%        -           .78%(2)
VIP II Investment Grade Bond       .43%          -         .14%      .57%        -           .57%
VIP II Asset Manager:  Growth:
      Service Class                .59%       .10%         .20%      .89%        -           .89%(2)
VIP II Contrafund:
      Service Class                .59%       .10%         .11%      .80%        -           .80%(2)

ALGER AMERICAN FUND(3)
Balanced                           .75%          -         .17%      .92%        -           .92%
Leveraged AllCap                   .85%          -         .11%      .96%        -           .96%

MFS TRUST
Utilities                          .75%          -         .26%(4)  1.01%        -          1.01%
Global Governments                 .75%          -         .36%(4)  1.11%      .11%         1.00%(5)
New Discovery                      .90%          -        4.32%(4)  5.22%     4.07%         1.15%(5)

                              Corporate Benefit VUL
                                       30

<PAGE>


MSDW UNIVERSAL FUNDS
Emerging Markets Equity           1.25%          -        2.20%     3.45%     1.50%         1.95%(6)
Global Equity                      .80%          -         .83%     1.63%      .48%         1.15%(6)
International Magnum               .80%          -        1.00%     1.80%      .65%         1.15%(6)
Asian Equity                       .80%          -        2.00%     2.80%     1.59%         1.21%(6)
U.S. Real Estate                   .80%          -         .93%     1.73%      .63%         1.10%(6)
</TABLE>

(1)  This  is a  new  Fund.  Total  expenses  are  estimated.  Each  portfolio's
     aggregate  expenses  are limited to the advisory  and  administrative  fees
     disclosed in the table under the column "Total  (reflecting  waivers and/or
     reimbursements,  if any)" until  October 29, 2000.  Following  this period,
     expenses of the  Ameritas  Portfolios  will not be  permitted  to exceed an
     expense  ratio which is .10%  greater than the prior  expense  ratio of the
     corresponding replaced fund, unless an amendment to the investment advisory
     contract is approved modifying or eliminating the expense guarantee.

(2)  A portion of the brokerage  commissions  that certain Funds pay was used to
     reduce Fund expenses. In addition,  certain Funds, or Fidelity on behalf of
     certain Funds,  have entered into arrangements with their custodian whereby
     credits  realized  as a result of  uninvested  cash  balances  were used to
     reduce custodian expenses.  Including these reductions, the total operating
     expenses presented in the table would have been:
                  VIP Equity-Income: Service Class            .67%
                  VIP Growth: Service Class                   .75%
                  VIP Overseas: Service Class                 .97%
                  VIP II Asset Manager: Service Class         .77%
                  VIP II Asset Manager: Growth: Service Class .88%
                  VIP II Contrafund: Service Class            .75%

(3)  Fred Alger  Management,  Inc. ("Alger  Management") has agreed to reimburse
     the portfolios to the extent that the aggregate annual expenses  (excluding
     interest,  taxes, fees for brokerage  services and extraordinary  expenses)
     exceed  respectively:  Alger  American  Balanced,  1.25% and Alger American
     Leveraged AllCap,  1.50%.  Included in "Other Expenses" of Leveraged AllCap
     is .03% of interest expense.

(4)  Each MFS Trust series has an expense offset  arrangement  which reduces the
     series'  custodian  fee based  upon the  amount of cash  maintained  by the
     series with its custodian and dividend  disbursing  agent.  Each series may
     enter into other such  arrangements  and  directed  brokerage  arrangements
     (which  would  also have the  effect of  reducing  the  series'  expenses).
     Expenses  do not  take  into  account  these  expense  reductions  and  are
     therefore higher than the actual expenses of the series.

(5)  MFS has agreed to bear expenses for the Global  Governments  Series and New
     Discovery  Series,  subject to reimbursement by the series,  such that each
     series  "Other  Expenses"  shall not exceed .25% of the  average  daily net
     assets of the series during the current fiscal year.  Utilities  Series has
     no such  limitation.  The  payments  made by MFS on  behalf  of the  Global
     Governments  Series and New  Discovery  Series under this  arrangement  are
     subject to  reimbursement  by the series to MFS, which will be accomplished
     by the  payment  of an  expense  reimbursement  fee by  the  series  to MFS
     computed and paid monthly at a percentage  of the series  average daily net
     assets for its then current fiscal year, with a limitation that immediately
     after  such  payment  the  series  "Other  Expenses"  will not  exceed  the
     percentage set forth above for that series. The obligation of MFS to bear a
     series  "Other  Expenses"  pursuant  to this  arrangement  and the  series'
     obligation to pay the reimbursement  fee to MFS,  terminates on the earlier
     of the date on which payments made by the series equal the prior payment of
     such reimbursement expenses by MFS, or December 31, 2004.

(6)  The Portfolios'  investment  adviser has  voluntarily  agreed to reduce its
     management  fee  and/or  reimburse  each  Portfolio  so that  total  annual
     operating  expenses  will not  exceed  1.75% for the MSDW  Universal  Funds
     ("MSDWUF") Emerging Markets Equity Portfolio,  1.15% for each of the MSDWUF
     Global Equity Portfolio and MSDWUF  International  Magnum Portfolio,  1.20%
     for the MSDWUF Asian Equity  Portfolio  and 1.10% for the MSDWUF U.S.  Real
     Estate  Portfolio.  The investment  adviser reserves the right to terminate
     any waiver and/or reimbursement at any time and without notice.

     In determining the actual amount of voluntary  management fee waiver and/or
     expense  reimbursement for a Portfolio,  if any, certain investment related
     expenses,  such as foreign  country  tax expense  and  interest  expense on
     borrowing are excluded from annual  operating  expenses.  If these expenses
     were incurred,  the Portfolios'  total expenses after voluntary fee waivers
     and/or expense reimbursements could exceed the expense ratios shown above.

                              CORPORATE BENEFIT VUL
                                       31

<PAGE>



     For the year ended  December  31, 1998,  after  giving  effect to the above
     voluntary  management  fee waiver and/or expense  reimbursement,  the total
     expenses for each Portfolio, excluding certain investment related expenses,
     were as stated in the table.

Expense  reimbursement  agreements  are expected to continue in future years but
may be terminated at any time. As long as the expense limitations continue for a
portfolio,  if a  reimbursement  occurs,  it has  the  effect  of  lowering  the
portfolio's expense ratio and increasing its total return.

AVLIC may receive  administrative  fees from the investment  advisers of certain
Funds.  AVLIC  currently  does not assess a  separate  charge  against  Separate
Account V or the Fixed  Account for any federal,  state or local  income  taxes.
AVLIC may,  however,  make such a charge in the future if income or gains within
Separate  Account V will incur any federal,  or any  significant  state or local
income tax liability,  or if the federal,  state or local tax treatment of AVLIC
changes.

GENERAL PROVISIONS

THE CONTRACT. The Policy, the application,  any supplemental  applications,  and
any riders,  amendments or endorsements  make up the entire  contract.  Only the
President,  Vice  President,  Secretary  or Assistant  Secretary  can modify the
Policy. Any changes must be made in writing, and approved by AVLIC. No agent has
the  authority to alter or modify any of the terms,  conditions or agreements of
the Policy or to waive any of its provisions.  The rights and benefits under the
Policy  are  summarized  in  this  prospectus;   however  prospectus  disclosure
regarding the Policy is qualified in its entirety by the Policy  itself,  a copy
of which is available upon request from AVLIC.

CONTROL OF POLICY. The Policy Owner is as shown in the application or subsequent
written  endorsement.  Subject to the rights of any irrevocable  Beneficiary and
any assignee of record, all rights, options, and privileges belong to the Policy
Owner.  If the Policy  Owner is a natural  person,  upon the death of the Policy
Owner,  all rights,  options,  and  privileges  pass to any  successor-owner  or
owners, if living; otherwise to the estate of the last Policy Owner to die.

BENEFICIARY. Policy Owners may name both primary and contingent Beneficiaries in
the application. Payments will be shared equally among Beneficiaries of the same
class  unless  otherwise  stated.  If a  Beneficiary  dies  before the  Insured,
payments  will  be  made  to any  surviving  Beneficiaries  of the  same  class;
otherwise  to any  Beneficiary(ies)  of the next class;  otherwise to the Policy
Owner; otherwise to the estate of the Policy Owner, if a natural person.

CHANGE OF  BENEFICIARY.  The Policy Owner may change the  Beneficiary by written
request at any time during the Insured's  lifetime unless otherwise  provided in
the previous  designation of Beneficiary.  The change will take effect as of the
date the change is recorded at the Home Office. AVLIC will not be liable for any
payment made or action taken before the change is recorded.

CHANGE OF POLICY OWNER OR ASSIGNMENT. In order to change the Policy Owner of the
Policy or assign  Policy  rights,  an  assignment  of the Policy must be made in
writing and filed with AVLIC at its Home Office.  Any such assignment is subject
to  Outstanding  Policy  Debt.  The change  will take  effect as of the date the
change is  recorded  at the Home  Office,  and AVLIC  will not be liable for any
payment made or action  taken  before the change is  recorded.  Payment of Death
Benefit  Proceeds  is  subject  to the  rights  of any  assignee  of  record.  A
collateral assignment is not a change of ownership.

PAYMENT OF PROCEEDS. The Death Benefit Proceeds are subject first to any debt to
AVLIC and then to the  interest of any  assignee  of record.  The balance of any
Death Benefit  Proceeds shall be paid in one sum to the  designated  Beneficiary
unless an Optional Method of Payment is selected. If no Beneficiary survives the
Insured,  the  Death  Benefit  Proceeds  shall be paid in one sum to the  Policy
Owner.  If the Policy  Owner is a natural  person and is no longer  living,  the
Death  Benefit  Proceeds  shall  be  paid  to any  successor-owner,  if  living;
otherwise to the Policy  Owner's  estate.  Any proceeds  payable upon  Surrender
shall be paid in one sum unless an Optional Method of Payment is elected.


                              CORPORATE BENEFIT VUL
                                       32

<PAGE>



INCONTESTABILITY.  AVLIC cannot  contest the Policy or reinstated  Policy during
the  lifetime of the  Insured  after it has been in force for two years from the
Policy Date (or  reinstatement  effective  date).  After the Policy Date,  AVLIC
cannot contest an increase in the Specified Amount or addition of a rider during
the  lifetime of the Insured  after such  increase or addition has been in force
for two years from its effective  date.  However,  this two year provision shall
not apply to riders with their own contestability provision.

MISSTATEMENT  OF AGE AND  GENDER.  If the age or  gender of the  Insured  or any
person insured by rider has been misstated,  the amount of the Death Benefit and
any added  riders  provided  will be those that would be  purchased  by the most
recent deduction for the Cost of Insurance and the cost of any additional riders
at the  Insured's  correct age or gender.  The Death  Benefit  Proceeds  will be
adjusted correspondingly.

SUICIDE.  The Policy does not cover suicide  within two years of the Policy Date
unless otherwise provided by a state's Insurance law. If the Insured, while sane
or insane,  commits  suicide within two years after the Policy Date,  AVLIC will
pay only the premiums received less any partial withdrawals, the cost for riders
and any outstanding Policy debt. If the Insured,  while sane or insane,  commits
suicide  within  two  years  after the  effective  date of any  increase  in the
Specified  Amount,  AVLIC's liability with respect to such increase will only be
its total Cost of Insurance  applicable  to the  increase.  The laws of Missouri
provide that death by suicide at any time is covered by the Policy,  and further
that suicide by an insane person may be considered an accidental death.

POSTPONEMENT  OF  PAYMENTS.  Payment  of  any  amount  upon  Surrender,  partial
withdrawal,  Policy  loans,  benefits  payable at death,  and  transfers  may be
postponed  whenever:  (1) the New York Stock  Exchange  ("NYSE") is closed other
than  customary  weekend  and  holiday  closings,  or  trading  on the  NYSE  is
restricted as  determined by the SEC; (2) the SEC by order permits  postponement
for the protection of Policy Owners;  (3) an emergency  exists, as determined by
the  SEC,  as a  result  of  which  disposal  of  securities  is not  reasonably
practicable  or it is not  reasonably  practicable  to  determine  the  value of
Separate Account V's net assets; or (4) Surrenders, loans or partial withdrawals
from the  Fixed  Account  may be  deferred  for up to 6 months  from the date of
written request.  Payments under the Policy of any amounts derived from premiums
paid by check may be delayed until such time as the check has cleared the Policy
Owner's bank.

REPORTS  AND  RECORDS.  AVLIC will  maintain  all  records  relating to Separate
Account  V and will mail to the  Policy  Owner,  at the last  known  address  of
record,  within 30 days after each Policy  Anniversary,  an annual  report which
shows the current  Accumulation  Value, Net Cash Surrender Value, Death Benefit,
premiums  paid,  Outstanding  Policy  Debt  and  other  information.   Quarterly
statements  are also  mailed  detailing  Policy  activity  during  the  calendar
quarter.  Instead of receiving an immediate  confirmation of  transactions  made
pursuant to some types of periodic payment plan (such as a dollar cost averaging
program,   or  payment  made  by  automatic  bank  draft  or  salary   reduction
arrangement),  the Policy Owner may receive confirmation of such transactions in
their  quarterly  statements.  The Policy Owner should review the information in
these statements carefully.  All errors or corrections must be reported to AVLIC
immediately  to assure  proper  crediting  to the Policy.  AVLIC will assume all
transactions  are accurately  reported on quarterly  statements  unless AVLIC is
notified  otherwise  within 30 days after receipt of the  statement.  The Policy
Owner  will  also be sent a  periodic  report  for the  Funds  and a list of the
portfolio securities held in each portfolio of the Funds.

ADDITIONAL INSURANCE BENEFITS (RIDERS). Subject to certain requirements,  one or
more of the following  additional insurance benefits may be added to a Policy by
rider.  All  riders  are not  available  in all  states.  The cost,  if any,  of
additional insurance benefits will be deducted as part of the Monthly Deduction.
(See the section on Charges From Accumulation Value--Monthly Deduction.)

     TERM INSURANCE  RIDER. You may increase the total coverage by adding a term
     insurance  rider, at issue, on the Insured person's life. The death benefit
     provided by the rider adjusts over time.

     If you purchase this rider,  the total specified amount is the total of the
     specified  amount for the base  Policy plus the  specified  amount for this
     rider.  We  generally  restrict the total  specified  amount at issue to an
     amount  not more than ten  times  the base  Policy  specified  amount.  For
     example, if the base Policy specified amount is $100,000,  then the maximum
     total specified amount we allow is $1,000,000.

     The death benefit for the term insurance  rider is the  difference  between
     the total death benefit and the base Policy death benefit. (See the section
     on Death Benefit Options.) The total death benefit depends upon which Death
     Benefit  option is in  effect.  If Option A is in effect,  the total  death
     benefit  is the  greater  of (1) the  total  specified  amount,  or (2) the
     Accumulation Value multiplied by the appropriate Death Benefit

                              CORPORATE BENEFIT VUL
                                       33

<PAGE>



     percentage.  If Option B is in  effect,  the  total  death  benefit  is the
     greater of (1) the total specified amount plus the  Accumulation  Value, or
     (2) the  Accumulation  Value  multiplied by the  appropriate  Death Benefit
     percentage.

     Over time, it is possible that the base Policy Death Benefit could grow and
     cause a  corresponding  reduction in the term rider death  benefit.  If the
     base Policy Death  Benefit  becomes equal to the total death  benefit,  the
     term rider death benefit will drop to zero,  but it will never be less than
     zero. Even if the death benefit for the rider is reduced to zero, the rider
     remains in effect until you remove it from the Policy.  Therefore, if later
     the base Policy death benefit is reduced below the total death benefit, the
     rider death benefit reappears to maintain the total death benefit.

     There is no defined premium for a given amount of term insurance  coverage.
     Instead, we deduct a monthly cost of insurance charge from the Accumulation
     Value.  The cost of insurance  for this rider is  calculated as the monthly
     cost of insurance rate for the rider coverage  multiplied by the term death
     benefit  in  effect  that  month.  The  cost  of  insurance  rates  will be
     determined  by us from time to time.  They  will be based on the  Insured's
     gender,  Issue Age,  Policy  duration ,and risk class.  The monthly maximum
     cost of insurance rates for this rider will be in the Policy.

     Subject  to  certain  limitations,  after  the  first  Policy  Year you may
     decrease  the  specified  amount  for  this  rider.  The  specified  amount
     remaining in force for this rider after any  requested  decrease may not be
     less than $50,000.  You may terminate all coverage  under this rider at any
     time after the first Policy Year. You may not increase the specified amount
     of this rider nor add this rider to your Policy after issue. Coverage under
     this rider is not convertible.

You may select only one of the following riders:

     WAIVER OF MONTHLY  DEDUCTIONS ON DISABILITY  RIDER. This rider provides for
     the waiver of Monthly  Deductions  for the Policy and all riders  while the
     Insured is disabled.

     DISABILITY  BENEFIT  PAYMENT RIDER.  This rider provides for the payment by
     AVLIC of a disability  benefit in the form of premiums while the Insured is
     disabled. The benefit amount may be chosen by the Policy Owner at the issue
     of the rider. In addition,  while the Insured is totally disabled, the Cost
     of Insurance for the rider will not be deducted from Accumulation Value.

DISTRIBUTION OF THE POLICIES

The principal  underwriter for the Policies is AIC, a wholly owned subsidiary of
AMAL Corporation and an affiliate of AVLIC. AIC was organized under Nebraska law
on December 29, 1983, and is registered as a broker-dealer with the SEC and is a
member of the National  Association of Securities  Dealers ("NASD").  AVLIC pays
AIC for acting as the principal underwriter under an Underwriting  Agreement. In
1999,  AIC received gross variable  universal life  compensation  of $____ , and
retained  $____ in  underwriting  fees,  and $____ in brokerage  commissions  on
AVLIC's variable universal life policies.

AIC offers its clients a wide variety of financial products and services and has
the  ability  to execute  stock and bond  transactions  on a number of  national
exchanges.  AIC also  serves  as  principal  underwriter  for  AVLIC's  variable
annuities,  and for Ameritas Life's variable life and variable annuity products.
AIC is the  underwriter  for the  Ameritas  Portfolios,  and also  serves as its
investment  adviser.  It also has executed selling  agreements with a variety of
mutual funds, unit investment trusts and direct participation programs.

The  Policies  are  sold  through  registered  representatives  of AIC or  other
broker-dealers  which have entered into  selling  agreements  with AVLIC or AIC.
These registered  representatives are also licensed by state insurance officials
to sell  AVLIC's  variable  life  policies.  Each of the  broker-dealers  with a
selling agreement is registered with the SEC and is a member of the NASD.

Under these selling  agreements,  AVLIC pays  commission to the  broker-dealers,
which in turn pay  commissions to the registered  representative  who sells this
Policy.  The  commission  may equal an amount up to 30% of  premium in the first
Policy Year and up to 12% of premium in renewal years.  Broker-dealers  may also
receive a service fee up to an

                              Corporate Benefit VUL
                                       34

<PAGE>



annualized rate of .50% of the Accumulation  Value beginning in the sixth Policy
Year.  Compensation  arrangements  may vary among  broker-dealers.  In addition,
AVLIC may also pay override payments,  expense allowances,  bonuses,  wholesaler
fees,  and  training  allowances.  Registered  representatives  who meet certain
production  standards may receive additional  compensation.  AVLIC may reduce or
waive the sales  charge  and/or other  charges on any Policy sold to  directors,
officers  or  employees  of  AVLIC  or  any  of its  affiliates,  employees  and
registered  representatives  of any broker-dealer  that has entered into a sales
agreement with AVLIC or AIC and the spouses or children of the above persons. In
no event  will any such  reduction  or  waiver  be  permitted  where it would be
unfairly discriminatory to any person.

FEDERAL TAX MATTERS

The following  discussion  provides a general  description of the federal income
tax  considerations  associated  with the  Policy  and does  not  purport  to be
complete or cover all situations. This discussion is not intended as tax advice.
No attempt has been made to consider in detail any applicable state or other tax
laws except  premium taxes (See  discussion in the section on Percent of Premium
Charge).  This  discussion is based upon AVLIC's  understanding  of the relevant
laws at the time of filing.  Counsel and other  competent tax advisors should be
consulted for more  complete  information  before a Policy is  purchased.  AVLIC
makes no  representation  as to the  likelihood of the  continuation  of present
federal  income  tax laws nor of the  interpretations  by the  Internal  Revenue
Service. Federal tax laws are subject to change and thus tax consequences to the
Insured, Policy Owner or Beneficiary may be altered.

(1)  TAXATION OF AVLIC.  AVLIC is taxed as a life insurance company under Part I
     of Subchapter L of the Internal Revenue Code of 1986, (the "Code"). At this
     time, since Separate Account V is not a separate entity from AVLIC, and its
     operations  form a part of  AVLIC,  it will  not be taxed  separately  as a
     "regulated  investment  company"  under  Subchapter  M  of  the  Code.  Net
     investment  income and realized net capital gains on the assets of Separate
     Account  V are  reinvested  and  automatically  retained  as a part  of the
     reserves of the Policy and are taken into account in determining  the Death
     Benefit and Accumulation Value of the Policy.  AVLIC believes that Separate
     Account V net investment  income and realized net capital gains will not be
     taxable to the extent that such  income and gains are  retained as reserves
     under the Policy.

     AVLIC does not currently  expect to incur any federal  income tax liability
     attributable  to  Separate  Account  V  with  respect  to the  sale  of the
     Policies.  Accordingly,  no  charge is being  made  currently  to  Separate
     Account V for federal income taxes.  If, however,  AVLIC determines that it
     may incur such taxes  attributable  to Separate  Account V, it may assess a
     charge for such taxes against Separate Account V.

     AVLIC may also incur  state and local taxes (in  addition to premium  taxes
     for which a deduction from premiums is currently  made).  At present,  they
     are not charges against  Separate  Account V. If there is a material change
     in state or local tax laws, charges for such taxes attributable to Separate
     Account V, if any, may be assessed against Separate Account V.

(2)  TAX STATUS OF THE POLICY.  The Code (Section 7702) includes a definition of
     a life insurance contract for federal tax purposes which places limitations
     on the  amount  of  premiums  that  may be  paid  for  the  Policy  and the
     relationship of the Accumulation Value to the Death Benefit. AVLIC believes
     that  the  Policy  meets  the  statutory  definition  of a  life  insurance
     contract.  If the Death  Benefit  of a Policy is  changed,  the  applicable
     defined limits may change.  In the case of a decrease in the Death Benefit,
     a partial  withdrawal,  a change in Death Benefit option, or any other such
     change that reduces  future  benefits  under the Policy during the first 15
     years after a Policy is issued and that results in a cash  distribution  to
     the Policy  Owners in order for the Policy to continue  complying  with the
     Section  7702  defined  limits on premiums and  Accumulation  Values,  such
     distributions may be taxable in whole or in part as ordinary  income to the
     Policy  Owner (to  the  extent of any gain in  the Policy) as prescribed in
     Section 7702.

     The Code (Section 7702A) also defines a "modified  endowment  contract" for
     federal  tax  purposes.  If a life  insurance  policy  is  classified  as a
     modified  endowment  contract,  distributions from it (including loans) are
     taxed as ordinary income to the extent of any gain. This Policy will become
     a "modified  endowment  contract" if the premiums paid into the Policy fail
     to meet a 7-pay premium test as outlined in Section 7702A of the Code.


                              CORPORATE BENEFIT VUL
                                       35

<PAGE>



     Certain  benefits  the  Insured may elect under this Policy may be material
     changes  affecting  the 7-pay  premium  test.  These  include,  but are not
     limited to, changes in Death Benefits and changes in the Specified  Amount.
     Should  the  Policy  become  a  "modified   endowment   contract"   partial
     withdrawals,  full Surrenders,  assignments,  pledges, and loans (including
     loans to pay loan interest)  under the Policy will be taxable to the extent
     of any gain under the Policy. A 10% penalty tax also applies to the taxable
     portion of any  distribution  made prior to the  taxpayer's age 59 1/2. The
     10%  penalty  tax does not apply if the  distribution  is made  because the
     taxpayer  becomes disabled as defined under the Code or if the distribution
     is paid out in the form of a life  annuity on the life of the  taxpayer  or
     the joint lives of the  taxpayer  and  Beneficiary.  One may avoid a Policy
     becoming a modified  endowment  contract by, among other things, not making
     excessive  payments or  reducing  benefits.  Should you  deposit  excessive
     premiums  during a Policy  Year,  that  portion  that is  returned by AVLIC
     within 60 days after the Policy  Anniversary  Date will reduce the premiums
     paid to avoid the  Policy  becoming  a  modified  endowment  contract.  All
     modified endowment policies issued by AVLIC to the same Policy Owner in any
     12 month period are treated as one modified endowment contract for purposes
     of  determining  taxable gain under Section  72(e) of the Internal  Revenue
     Code.  Any life  insurance  policy  received  in  exchange  for a  modified
     endowment contract will also be treated as a modified  endowment  contract.
     You should contact a competent tax  professional  before paying  additional
     premiums or making other  changes to the Policy to  determine  whether such
     payments or changes  would cause the Policy to become a modified  endowment
     contract.

     The Code  (Section  817(h)) also  authorizes  the Secretary of the Treasury
     (the  "Treasury")  to set  standards by  regulation  or  otherwise  for the
     investments of Separate  Account V to be "adequately  diversified" in order
     for the Policy to be treated as a life  insurance  contract for federal tax
     purposes.  If the Policy is not treated as life insurance  because it fails
     the  diversification  requirements,  the  Policy  Owner is then  subject to
     federal income tax on gain in the Policy as it is earned.  Separate Account
     V,  through  the  Funds,   intends  to  comply  with  the   diversification
     requirements  prescribed  by the Treasury in  regulations  published in the
     Federal  Register on March 2, 1989,  which affect how the Fund's assets may
     be invested.

     While AIC, an AVLIC affiliate, is the adviser to certain of the portfolios,
     AVLIC  does not have  control  over any of the Funds or their  investments.
     However,  AVLIC believes that the Funds will be operated in compliance with
     the diversification  requirements of the Internal Revenue Code. Thus, AVLIC
     believes that the Policy will be treated as a life  insurance  contract for
     federal tax purposes.

     In   connection   with  the  issuance  of   regulations   relating  to  the
     diversification requirements,  the Treasury announced that such regulations
     do not provide  guidance  concerning  the extent to which policy owners may
     direct their  investments  to particular  divisions of a separate  account.
     Regulations  in this  regard may be issued in the  future.  It is not clear
     what these  regulations  will provide nor whether they will be  prospective
     only. It is possible that when regulations are issued,  the Policy may need
     to be modified to comply with such  regulations.  For these reasons,  AVLIC
     reserves  the right to modify the Policy as necessary to prevent the Policy
     Owner from being  considered the owner of the assets of Separate  Account V
     or otherwise to qualify the Policy for favorable tax treatment.

     The  following  discussion  assumes  that the Policy will qualify as a life
     insurance contract for federal tax purposes.

(3)  TAX TREATMENT OF POLICY  PROCEEDS.  AVLIC  believes that the Policy will be
     treated in a manner  consistent with a fixed benefit life insurance  policy
     for  federal  income tax  purposes.  Thus,  AVLIC  believes  that the Death
     Benefit  will  generally  be  excludable  from  the  gross  income  of  the
     Beneficiary  under Section  101(a)(1) of the Code and the Policy Owner will
     not be deemed to be in constructive receipt of the Accumulation Value under
     the Policy  until its actual  Surrender.  However,  in the event of certain
     cash distributions under the Policy resulting from any change which reduces
     future benefits under the Policy,  the distribution may be taxed in whole
     or in part as ordinary  income (to the extent of gain in the  Policy.)  See
     previous  discussion  on Tax Status  of the Policy.  In  addition,  certain
     exceptions  apply to the  general  rule that  death  benefit  proceeds  are
     non-taxable.  Federal,  state,  and local tax  consequences of ownership or
     receipt of Policy  proceeds  depends on the  circumstances  of each  Policy
     Owner and Beneficiary.

     AVLIC also believes that loans  received  under a Policy will be treated as
     debt of the Policy  Owner and that no part of any loan under a Policy  will
     constitute  income to the  Policy  Owner so long as the  Policy  remains in
     force,  unless the Policy  becomes a  "modified  endowment  contract."  See
     discussion of modified endowment  contract  distributions in the section on
     Tax Status of the Policy.  Should the Policy  lapse while  Policy loans are
     outstanding

                              CORPORATE BENEFIT VUL
                                       36

<PAGE>



     the  portion of the loans  attributable  to earnings  will become  taxable.
     Generally,  interest paid on any loan under a Policy owned by an individual
     will not be tax-deductible.

     Except for policies  with respect to a limited  number of key persons of an
     employer  (both as defined in the Internal  Revenue  Code),  and subject to
     applicable  interest  rate  caps  and debt  limits,  the  Health  Insurance
     Portability  and  Accountability  Act of 1996 (the "Health  Insurance Act")
     generally repealed the deduction for interest paid or accrued after October
     13, 1995 on loans from corporate owned life insurance policies on the lives
     of officers,  employees or persons financially interested in the taxpayer's
     trade or business.  Certain  transitional  rules for then existing debt are
     included in the Health  Insurance  Act. The  transitional  rules included a
     phase-out of the deduction for debt incurred (1) before January 1, 1996, or
     (2) before January 1, 1997, for policies  entered into in 1994 or 1995. The
     phase-out  of the interest  expense  deduction  occurred  over a transition
     period  between  October  13,  1995 and  January 1,  1999.  There is also a
     special  rule for pre-June 21, 1986  policies.  The Taxpayer  Relief Act of
     1997 ("TRA '97"), further expanded the interest deduction  disallowance for
     businesses  by  providing,  with  respect to policies  issued after June 8,
     1997, that no deduction is allowed for interest paid or accrued on any debt
     with respect to life insurance  covering the life of any individual (except
     as noted above under  pre-'97 law with  respect to key persons and pre-June
     21, 1986 policies).  Any material change in a policy  (including a material
     increase in the death  benefit) may cause the policy to be treated as a new
     policy for purposes of this rule.  TRA '97 also  provides that no deduction
     is permissible for premiums paid on a life insurance policy if the taxpayer
     is directly or  indirectly a beneficiary  under the policy.  Also under TRA
     '97 and subject to certain  exceptions,  for policies  issued after June 8,
     1997,  no deduction  is allowed for that  portion of a taxpayer's  interest
     expense  that  is  allocable  to  unborrowed   policy  cash  values.   This
     disallowance generally does not apply to policies owned by natural persons.
     BUSINESSES  CONTEMPLATING  THE  PURCHASE  OF A NEW POLICY OR A CHANGE TO AN
     EXISTING  POLICY SHOULD  CONSULT A QUALIFIED TAX ADVISOR  REGARDING THE TAX
     IMPLICATIONS OF THESE RULES FOR THEIR PARTICULAR SITUATIONS.

     The right to change Policy Owners (See the section on General  Provisions.)
     and the  provision  for  partial  withdrawals  (See the  section on Partial
     Withdrawals.)  may have tax consequences  depending on the circumstances of
     such exchange,  change, or partial withdrawal.  Upon complete Surrender, if
     the amount  received  plus any  Outstanding  Policy Debt  exceeds the total
     premiums paid (the "basis") that are not treated as previously withdrawn by
     the Policy Owner, the excess generally will be taxed as ordinary income.

     Federal,  state and local tax consequences of ownership or receipt of Death
     Benefit  Proceeds  depend on applicable law and the  circumstances  of each
     Policy Owner or Beneficiary. In addition, the tax consequences of using the
     Policy  in  non-qualified   deferred   compensation,   salary  continuance,
     split-dollar insurance, and executive bonus plans may vary depending on the
     particular  facts and  circumstances of the  arrangement.  Further,  if the
     Policy is used in connection with tax-qualified  retirement plans,  certain
     limitations  prescribed by the Internal  Revenue Service on, and rules with
     respect to the taxation of, life insurance protection provided through such
     plans may apply.  The advice of qualified  tax counsel  should be sought in
     connection with use of life insurance in non-qualified or qualified plans.

     YOU SHOULD CONSULT  QUALIFIED TAX AND/OR LEGAL ADVISORS TO OBTAIN  COMPLETE
     INFORMATION ON FEDERAL,  STATE AND LOCAL TAX  CONSIDERATIONS  APPLICABLE TO
     YOUR PARTICULAR SITUATION

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

AVLIC  holds the assets of  Separate  Account V. The assets are kept  physically
segregated and held separately and apart from the General Account assets, except
for the Fixed Account.  AVLIC maintains records of all purchases and redemptions
of Funds' shares by each of the Subaccounts.

THIRD PARTY SERVICES

AVLIC is aware that  certain  third  parties are offering  investment  advisory,
asset  allocation,  money  management and timing services in connection with the
Policies. AVLIC does not engage any such third parties to offer such services of
any type. In certain cases, AVLIC has agreed to honor transfer instructions from
such services where it has received powers of attorney,  in a form acceptable to
it,  from the  Policy  Owners  participating  in the  service.  Firms or persons
offering such services do so independently from any agency relationship they may
have with AVLIC for the sale of Policies.  AVLIC takes no responsibility for the
investment  allocations  and transfers  transacted on a Policy Owner's behalf by
such third parties or any  investment  allocation  recommendations  made by such
parties.  Policy  Owners  should be aware that fees paid for such  services  are
separate and in addition to fees paid under the Policies.



                              CORPORATE BENEFIT VUL
                                       37

<PAGE>



VOTING RIGHTS

AVLIC is the legal  holder of the shares  held in the  Subaccounts  of  Separate
Account V and as such has the right to vote the shares,  to elect  Directors  of
the Funds,  and to vote on matters that are required by the  Investment  Company
Act of 1940 and upon any other  matter  that may be voted upon at a  shareholder
meeting.  To the extent  required by law,  AVLIC will vote all shares of each of
the Funds held in Separate Account V at regular and special shareholder meetings
of the Funds according to instructions  received from Policy Owners based on the
number of shares held as of the record date for such meeting.

The number of Fund shares in a Subaccount for which instructions may be given by
a Policy Owner is  determined  by dividing the  Accumulation  Value held in that
Subaccount by the net asset value of one share in the corresponding portfolio of
the Fund. Fractional shares will be counted. Fund shares held in each Subaccount
for which no timely instructions from Policy Owners are received and Fund shares
held in each  Subaccount  which do not support  Policy Owner  interests  will be
voted by AVLIC in the same  proportion  as those shares in that  Subaccount  for
which timely  instructions are received.  Voting  instructions to abstain on any
item to be voted  will be  applied  on a pro  rata  basis to  reduce  the  votes
eligible to be cast.  Should applicable  federal  securities laws or regulations
permit, AVLIC may elect to vote shares of the Fund in its own right.

DISREGARD  OF VOTING  INSTRUCTION.  AVLIC may, if  required  by state  insurance
officials,  disregard voting  instructions if those  instructions  would require
shares  to be voted to cause a change  in the  subclassification  or  investment
objectives or policies of one or more of the Funds' portfolios, or to approve or
disapprove  an investment  adviser or principal  underwriter  for the Funds.  In
addition,  AVLIC itself may  disregard  voting  instructions  that would require
changes in the  investment  objectives  or  policies of any  portfolio  or in an
investment  adviser or principal  underwriter for the Funds, if AVLIC reasonably
disapproves those changes in accordance with applicable federal regulations.  If
AVLIC does disregard voting  instructions,  it will advise Policy Owners of that
action  and its  reasons  for the  action  in the next  annual  report  or proxy
statement to Policy Owners.

STATE REGULATION OF AVLIC

AVLIC, a stock life insurance company  organized under the laws of Nebraska,  is
subject to  regulation by the Nebraska  Department  of  Insurance.  On or before
March 1 of each  year an NAIC  convention  blank  covering  the  operations  and
reporting  on the  financial  condition  of AVLIC and  Separate  Account V as of
December 31 of the preceding year must be filed with the Nebraska  Department of
Insurance.  Periodically,  the Nebraska  Department  of  Insurance  examines the
liabilities and reserves of AVLIC and Separate Account V.

In addition,  AVLIC is subject to the insurance  laws and  regulations  of other
states  within  which it is  licensed or may become  licensed  to  operate.  The
Policies  offered by the  prospectus  are  available  in the  various  states as
approved.  Generally,  the  Insurance  Department of any other state applies the
laws of the state of domicile in determining permissible investments.

EXECUTIVE OFFICERS AND DIRECTORS OF AVLIC

This list  shows  name and  position(s)  with AVLIC  followed  by the  principal
occupations for the last five years.  Where an individual has held more than one
position with an organization  during the last 5-year period,  the last position
held has been given.

LAWRENCE J. ARTH, DIRECTOR, CHAIRMAN OF THE BOARD, AND CHIEF EXECUTIVE OFFICER*
Director,  Chairman of the Board,  and Chief Executive  Officer:  Ameritas Life;
also serves as officer and/or director of other  subsidiaries  and/or affiliates
of Ameritas Life.

WILLIAM J. ATHERTON, DIRECTOR, PRESIDENT, AND CHIEF OPERATING OFFICER*
Director:  AMAL Corporation;  President:  North American Security Life Insurance
Company;  also served as officer and/or  director of other  subsidiaries  and/or
affiliates of North American.

                              CORPORATE BENEFIT VUL
                                       38

<PAGE>




KENNETH C. LOUIS, DIRECTOR, EXECUTIVE VICE PRESIDENT*
Director,  President and Chief Operating Officer:  Ameritas Life; also serves as
officer  and/or  director of other  subsidiaries  and/or  affiliates of Ameritas
Life.

GARY R. MCPHAIL, DIRECTOR, EXECUTIVE VICE PRESIDENT**
Director,  President,  and Chief Executive Officer:  AmerUs Life; also serves as
officer and/or director of other subsidiaries  and/or affiliates of AmerUs Life;
Executive Vice  President--Marketing  and Individual  Operations:  New York Life
Insurance Company; President: Lincoln National Sales Corporation.

CHARLES J. CAVANAUGH, SENIOR VICE PRESIDENT, NATIONAL SALES MANAGER*
Director,  Product  Manufacturing  and Supply:  Merrill Lynch  Insurance  Group;
Director of Marketing: ITT Hartford Life Insurance Companies.

BRIAN J. CLARK, VICE PRESIDENT-FIXED ANNUITY PRODUCT DEVELOPMENT**
Senior Vice President--Product Management: AmerUs Life.

MICHAEL G. FRAIZER, DIRECTOR**
Controller: AmerUs Life; also serves as director of an affiliate of AVLIC.

THOMAS C.  GODLASKY,  DIRECTOR,  SENIOR  VICE  PRESIDENT  AND  CHIEF  INVESTMENT
OFFICER**
Executive Vice  President and Chief  Investment  Officer:  AmerUs Life Holdings,
Inc.; Executive Vice President and Chief Investment Officer: AmerUs Life (f.k.a.
American Mutual Life Insurance  Company);  Manager-Fixed  Income and Derivatives
Department:  Providian  Corporation;  also serves as director of an affiliate of
AVLIC;  also serves as officer  and/or  director of other  affiliates  of AmerUs
Life.

JOSEPH K. HAGGERTY, ASSISTANT GENERAL COUNSEL**
Senior Vice President and General Counsel:  AmerUs Life Holdings,  Inc.;  Senior
Vice President and General  Counsel:  AmerUs Life (f.k.a.  American  Mutual Life
Insurance  Company  f.k.a.  Central  Life  Assurance  Company***);  Senior  Vice
President, Deputy General Counsel: I.C.H. Corporation; also serves as an officer
to an  affiliate  of AVLIC,  and  served as  officer  and/or  director  of other
subsidiaries and/or affiliates of I.C.H. Corporation;  also serves as officer of
other affiliates of AmerUs Life.

SANDRA K. HOLMES, VICE PRESIDENT-FIXED ANNUITY CUSTOMER SERVICE**
Senior  Vice  President:  AmerUs Life  (f.k.a.  American  Mutual Life  Insurance
Company, f.k.a. Central Life Assurance Company***).

KENNETH R. JONES, VICE PRESIDENT-CORPORATE COMPLIANCE AND ASSISTANT SECRETARY*
Vice President,  Corporate Compliance & Assistant Secretary: Ameritas Life; also
serves as officer of other subsidiaries and/or affiliates of Ameritas Life.

CYNTHIA J. LAVELLE, VICE PRESIDENT--PRODUCT, OPERATIONS AND TECHNOLOGY*
Assistant Vice President--Variable Operations: Ameritas Life.

WILLIAM W. LESTER, TREASURER*
Senior Vice President - Investments and Treasurer: Ameritas Life; also serves as
officer of affiliates of Ameritas Life.

JOANN M. MARTIN, DIRECTOR, CONTROLLER*
Senior Vice President and Chief Financial Officer: Ameritas Life; also serves as
officer  and/or  director of other  subsidiaries  and/or  affiliates of Ameritas
Life.

SHIELA SANDY, ASSISTANT SECRETARY**
Manager  Annuity  Services:  AmerUs Life (f.k.a.  American Mutual Life Insurance
Company).


                              CORPORATE BENEFIT VUL
                                       39

<PAGE>



DONALD R. STADING, SECRETARY AND GENERAL COUNSEL*
Senior Vice President,  Secretary and Corporate General Counsel:  Ameritas Life;
also serves as officer and/or director of other  subsidiaries  and/or affiliates
of Ameritas Life.

KEVIN WAGONER, ASSISTANT TREASURER**
Director  Investment  Accounting:  AmerUs  Life  (f.k.a.  American  Mutual  Life
Insurance Company,  f.k.a. Central Life Assurance Company***);  Senior Financial
Analyst: Target Stores.

*    Principal business address:  Ameritas Variable Life Insurance Company, 5900
     "O" Street, P.O. Box 82550, Lincoln, Nebraska 68501
**   Principal  business  address:  AmerUs  Life  Insurance  Company,  611 Fifth
     Avenue, Des Moines, Iowa 50309
***  Central Life Assurance  Company merged with American  Mutual Life Insurance
     Company on  December  31,  1994.  Central  Life  Assurance  Company was the
     survivor  of the merger.  Contemporaneous  with the  merger,  Central  Life
     Assurance  Company  changed  its name to  American  Mutual  Life  Insurance
     Company. (American Mutual Life Insurance Company changed its name to AmerUs
     Life Insurance Company on July 1, 1996.)

LEGAL MATTERS

All matters of Nebraska law pertaining to the Policy,  including the validity of
the Policy and AVLIC's right to issue the Policy under  Nebraska  Insurance Law,
have been passed upon by Donald R.  Stading,  Secretary  and General  Counsel of
AVLIC.

LEGAL PROCEEDINGS

There  are no legal  proceedings  to which  Separate  Account V is a party or to
which the assets of Separate Account V are subject. AVLIC is not involved in any
litigation that is of material importance in relation to its ability to meet its
obligations  under the Policies,  or that relates to Separate  Account V. AIC is
not involved in any litigation that is of material importance in relation to its
ability to perform under its underwriting agreement.

EXPERTS

Actuarial   matters   included  in  this   prospectus   have  been  examined  by
____________________  of Ameritas Life Insurance Corp., as stated in the opinion
filed as an exhibit to the registration statement.

ADDITIONAL INFORMATION

A  registration  statement  has been  filed  with the  Securities  and  Exchange
Commission,  under the Securities  Act of 1933, as amended,  with respect to the
Policy offered hereby.  This prospectus does not contain all the information set
forth in the  registration  statement  and the  amendments  and  exhibits to the
registration   statement,  to  all  of  which  reference  is  made  for  further
information  concerning Separate Account V, AVLIC and the Policy offered hereby.
Statements  contained  in this  prospectus  as to the contents of the Policy and
other legal  instruments  are summaries.  For a complete  statement of the terms
thereof reference is made to such instruments as filed.

FINANCIAL STATEMENTS

The financial  statements of AVLIC ________ should be considered only as bearing
on the ability of AVLIC to meet its obligations under the Policies.  They should
not be considered as bearing on the investment performance of the assets held in
Separate Account V.

                              CORPORATE BENEFIT VUL
                                       40

<PAGE>



APPENDIX A

ILLUSTRATIONS OF DEATH BENEFITS AND VALUES

The following  tables  illustrate  how the values and Death Benefits of a Policy
may change with the  investment  experience of the Fund. The tables show how the
values and Death  Benefits  of a Policy  issued to an Insured of a given age and
specified  underwriting risk  classification who pays the given premium at issue
would  vary  over  time if the  investment  return  on the  assets  held in each
portfolio of the Funds were a uniform,  gross,  after-tax annual rate of 0%, 6%,
or 12%.  The tables on pages A-3 through  A-6  illustrate  a Policy  issued to a
male,   age  45,  under  a  preferred   rate   non-tobacco   underwriting   risk
classification.  A standard  tobacco  use and  non-tobacco  use,  and  preferred
non-tobacco  classification  and different rates for certain specified  amounts.
The values and Death  Benefits  would be different from those shown if the gross
annual  investment  rates of return  averaged  0%,  6%, and 12% over a period of
years,  but  fluctuated  above and below those  averages for  individual  Policy
Years,  or if  the  Insured  were  assigned  to a  different  underwriting  risk
classification.

The second column of the tables shows the accumulated value of the premiums paid
at 5%. The following  columns show the Death Benefits and the values for uniform
hypothetical  rates of return shown in these tables. The tables on pages A-3 and
A-5 are based on the current Cost of Insurance Rates, current expense deductions
and the maximum percent of premium loads. These reflect the basis on which AVLIC
currently  sells its Policies.  The maximum  allowable  Cost of Insurance  Rates
under the Policy are based upon the 1980 Commissioner's Standard Ordinary Smoker
and Non-Smoker,  Male and Female Mortality Tables,  without smoker  distinction.
AVLIC anticipates  reflecting future improvements in actual mortality experience
through  adjustments in the current Cost of Insurance  Rates  actually  applied.
AVLIC also anticipates  reflecting any future  improvements in expenses incurred
by applying lower percent of premium charges and other expense  deductions.  The
Death  Benefits and values shown in the tables on pages A-4 and A-6 are based on
the assumption  that the maximum  allowable Cost of Insurance Rates as described
above and maximum allowable  expense  deductions are made throughout the life of
the Policy.

The  amounts  shown  for the  Death  Benefits,  Net Cash  Surrender  values  and
accumulation  values  reflect  the fact  that the net  investment  return of the
Subaccounts is lower than the gross,  after-tax return of the assets held in the
Funds as a result of expenses  paid by the Fund and charges  levied  against the
Subaccounts.  The values shown take into account an average of the expenses paid
by each portfolio  available for investment at an equivalent annual rate of .90%
(which  is in  excess  of the  current  equivalent  annual  rate  of .87% of the
aggregate  average  daily net assets of the Funds) and the daily charge by AVLIC
to each Subaccount for assuming  mortality and expense risks and  administrative
expenses  (which is equivalent to a charge at an annual rate of 0.90% for Policy
Years 1-15 and 0.45%  thereafter  on pages A-3 and A-5 and at an annual  rate of
1.10% for  Policy  Years  1-15 and .65%  thereafter  on pages A-4 and A-6 of the
average net assets of the Subaccounts).  A portion of the brokerage  commissions
that certain Fidelity Funds pay was used to reduce Funds expenses.  In addition,
certain  Fidelity  Funds have entered  into  arrangements  with their  custodian
whereby interest earned on uninvested cash balances was used to reduce custodian
expenses.  Without  these  reductions,  expenses  would  have been  higher.  The
Investment  Advisor or other  affiliates  of the  various  Funds have  agreed to
reimburse the  portfolios to the extent that the  aggregate  operating  expenses
(certain  portfolios may exclude certain items) were in excess of an annual rate
of .30% for the Ameritas Money Market portfolio, .28% for the Ameritas Index 500
Portfolio,  .79% for the Ameritas Growth portfolio; .70% for the Ameritas Income
& Growth portfolio,  .89% for the Ameritas Small Capitalization  portfolio, .84%
for the Ameritas MidCap Growth portfolio,  .85% for the Ameritas Emerging Growth
portfolio,  .86% for the  Ameritas  Research  portfolio,  .88% for the  Ameritas
Growth With Income portfolio,  1.25% for the Alger American Balanced  portfolio;
1.50% for the Alger  American  Leveraged  AllCap  portfolio,  1.20% for the MSDW
Asian Equity,  1.15% for the MSDW Global Equity and MSDW  International  Magnum,
1.10% for the MSDW U.S. Real Estate Portfolios of daily net assets.  MFS Co. has
agreed to bear  expenses  for the Global  Governments  Series and New  Discovery
Series,  subject to  reimbursement  by the series,  such that each series "Other
Expenses"  shall not exceed .25% of the  average  daily net assets of the series
during the current  fiscal year.  These  agreements  are expected to continue in
future  years  but  may be  terminated  at any  time.  As  long  as the  expense
limitations  continue for a portfolio,  if a  reimbursement  occurs,  it has the
effect of  lowering  the  portfolio's  expense  ratio and  increasing  its total
return.  The illustrated  gross annual investment rates of return of 0%, 6%, and
12% were computed  after  deducting  fund expenses and correspond to approximate
net annual rates of -1.80%,  4.20%,  and 10.20%  respectively,  for Policy Years
1-15 and -1.35%, 4.65%, and 10.65% for the Policy Years thereafter

                                       A-1

<PAGE>



respectively,  on pages A-3 and A-5 and -2.00%,  4.00%, and 10.00% respectively,
for years 1-15, -1.55%, 4.45%, and 10.45 % thereafter on pages A-4 and A-6.

The  hypothetical  values  shown in the tables do not  reflect  any  charges for
federal income tax burden attributable to Separate Account V, since AVLIC is not
currently making such charges.  However,  such charges may be made in the future
and, in that event,  the gross  annual  investment  rate of return would have to
exceed 0 percent, 6 percent,  or 12 percent by an amount sufficient to cover the
tax  charges in order to produce  the Death  Benefits  and  Accumulation  Values
illustrated. (See the section on Federal Tax Matters.)

The  tables  illustrate  the Policy  values  that  would  result  based upon the
hypothetical  investment  rates of return if premiums are paid as indicated,  if
all Net  Premiums are  allocated  to Separate  Account V, and if no Policy loans
have been made.  The tables  are also based on the  assumptions  that the Policy
Owner has not requested an increase or decrease in the initial Specified Amount,
that no  partial  withdrawals  have been  made,  and that no more  than  fifteen
transfers  have been made in any Policy  Year so that no transfer  charges  have
been  incurred.  Illustrated  values would be different if the proposed  Insured
were female, a tobacco user, in substandard risk classification, or were another
age, or if a higher or lower premium was illustrated.

Upon  request,  AVLIC  will  provide  comparable  illustrations  based  upon the
proposed  Insured's age, gender and risk class, the Specified Amount,  the Death
Benefit  option,  and  planned  periodic  premium  schedule  requested,  and any
available riders requested. In addition, upon client request,  illustrations may
be furnished reflecting  allocation of premiums to specified  Subaccounts.  Such
illustrations will reflect the expenses of the portfolio in which the Subaccount
invests.



                                       A-2

<PAGE>



<TABLE>
<CAPTION>

ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY



Male Issue Age: 45                    Nontobacco                        Preferred Underwriting Class

                              PLANNED PERIODIC ANNUAL PREMIUM: $6000
                                INITIAL SPECIFIED AMOUNT: $500000
                                     DEATH BENEFIT OPTION: A

                        USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                       0% Hypothetical Gross     6% Hypothetical Gross    12% Hypothetical Gross
                     Annual Investment Return  Annual Investment Return  Annual Investment Return
                          (-1.80% Net)              ( 4.20% Net)               (10.20% Net)
                    ------------------------- -------------------------- -------------------------
        Accumulated
End Of  Premiums At Accumu-    Cash             Accumu-   Cash          Accumu-    Cash
Policy  5% Interest  lation  Surrender  Death   lation  Surrender Death  lation  Surrender Death
 Year     Per Year   Value     Value   Benefit   Value    Value  Benefit Value    Value   Benefit
 ----     --------   -----     -----   -------   -----    -----  ------- ------    -----   -------
<S>        <C>        <C>        <C>      <C>     <C>     <C>     <C>      <C>     <C>     <C>
   1
   2
   3
   4
   5
   6
   7
   8
   9
  10

  15
  20

 Ages
  60
   6
  70
  75
</TABLE>

1) Assumes an annual $6000 premium is paid at the beginning of each policy year.
Values would be different if premiums with a different frequency or in different
amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH
VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN  AVERAGED  0%,  6%, AND 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL  CONTRACT YEARS. NO REPRESENTATIONS
CAN BE MADE BY AVLIC OR THE FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       A-3

<PAGE>



<TABLE>
<CAPTION>

ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY



Male Issue Age: 45                    Nontobacco                        Preferred Underwriting Class

                              PLANNED PERIODIC ANNUAL PREMIUM: $6000
                                INITIAL SPECIFIED AMOUNT: $500000
                                     DEATH BENEFIT OPTION: A

                   USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                       0% Hypothetical Gross     6% Hypothetical Gross    12% Hypothetical Gross
                     Annual Investment Return  Annual Investment Return  Annual Investment Return
                          (-2.00% Net)              ( 4.00% Net)              ( 10.00% Net)
                    ------------------------- ------------------------- -------------------------
        Accumulated
End Of  Premiums At Accumu-    Cash             Accumu-   Cash          Accumu-    Cash
Policy  5% Interest  lation  Surrender  Death   lation  Surrender Death  lation  Surrender Death
 Year     Per Year   Value     Value   Benefit   Value    Value  Benefit Value    Value   Benefit
 ----     --------   -----     -----   -------   -----    -----  -------------    -----   -------
<S>        <C>        <C>        <C>      <C>     <C>     <C>     <C>      <C>     <C>     <C>
   1
   2
   3
   4
   5
   6
   7
   8
   9
  10

  15
  20

 Ages
  60
  65
  70
  75
</TABLE>

* In the absence of an additional premium

1) Assumes an annual $6000 premium is paid at the beginning of each policy year.
Values would be different if premiums with a different frequency or in different
amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH
VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN  AVERAGED  0%,  6%, AND 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL  CONTRACT YEARS. NO REPRESENTATIONS
CAN BE MADE BY AVLIC OR THE FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       A-4

<PAGE>


<TABLE>
<CAPTION>

ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY



Male Issue Age: 45                    Nontobacco                        Preferred Underwriting Class

                             PLANNED PERIODIC ANNUAL PREMIUM: $20000
                                INITIAL SPECIFIED AMOUNT: $500000
                                     DEATH BENEFIT OPTION: B

                        USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                       0% Hypothetical Gross     6% Hypothetical Gross    12% Hypothetical Gross
                     Annual Investment Return  Annual Investment Return  Annual Investment Return
                          (-1.80% Net)              ( 4.20% Net)               (10.20% Net)
                    ------------------------- ------------------------ --------------------------
        Accumulated
End Of  Premiums At Accumu-    Cash             Accumu-   Cash          Accumu-    Cash
Policy  5% Interest  lation  Surrender  Death   lation  Surrender Death  lation  Surrender Death
 Year     Per Year   Value     Value   Benefit   Value    Value  Benefit Value    Value   Benefit
 ----     --------   -----     -----   -------   -----    -----  -------------    -----   -------
<S>        <C>        <C>        <C>      <C>     <C>     <C>     <C>      <C>     <C>     <C>
   1
   2
   3
   4
   5
   6
   7
   8
   9
  10

  15
  20

 Ages
  60
  65
  70
  75
</TABLE>

1) Assumes an annual  $20000  premium is paid at the  beginning  of each  policy
year.  Values would be different  if premiums  with a different  frequency or in
different amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH
VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN  AVERAGED  0%,  6%, AND 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL  CONTRACT YEARS. NO REPRESENTATIONS
CAN BE MADE BY AVLIC OR THE FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       A-5

<PAGE>

<TABLE>
<CAPTION>

ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY



Male Issue Age: 45                    Nontobacco                        Preferred Underwriting Class

                             PLANNED PERIODIC ANNUAL PREMIUM: $20000
                                INITIAL SPECIFIED AMOUNT: $500000
                                     DEATH BENEFIT OPTION: B

                   USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                       0% Hypothetical Gross     6% Hypothetical Gross    12% Hypothetical Gross
                     Annual Investment Return  Annual Investment Return  Annual Investment Return
                          (-2.00% Net)              ( 4.00% Net)              ( 10.00% Net)
                    ------------------------- ------------------------- --------------------------
        Accumulated
End Of  Premiums At Accumu-    Cash             Accumu-   Cash          Accumu-    Cash
Policy  5% Interest  lation  Surrender  Death   lation  Surrender Death  lation  Surrender Death
 Year     Per Year   Value     Value   Benefit   Value    Value  Benefit Value    Value   Benefit
 ----     --------   -----     -----   -------   -----    -----  -------------    -----   -------
<S>        <C>        <C>        <C>      <C>     <C>     <C>     <C>      <C>     <C>     <C>
   1
   2
   3
   4
   5
   6
   7
   8
   9
  10

  15
  20

 Ages
  60
  65
  70
  75
</TABLE>

1) Assumes an annual  $20000  premium is paid at the  beginning  of each  policy
year.  Values would be different  if premiums  with a different  frequency or in
different amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH
VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN  AVERAGED  0%,  6%, AND 12% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL  CONTRACT YEARS. NO REPRESENTATIONS
CAN BE MADE BY AVLIC OR THE FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       A-6

<PAGE>


INCORPORATION BY REFERENCE

The  Registrant,  Separate  Account V, purchases or will purchase units from the
portfolios  of  these  Funds  at  the  direction  of  its  Policy  Owners.   The
prospectuses  of these Funds will be  distributed  with this  prospectus and are
hereby incorporated by reference. The prospectuses incorporated by reference are
as follows:


                          Calvert Variable Series, Inc.
                               Ameritas Portfolios
                            Registration No. 2-80154

                        Variable Insurance Products Fund
                            Registration No. 2-75010
                       Variable Insurance Products Fund II
                            Registration No. 33-20773

                             The Alger American Fund
                            Registration No. 33-21722

                          MFS Variable Insurance Trust
                           Registration No. 333-74668

                Morgan Stanley Dean Witter Universal Funds, Inc.
                            Registration No. 333-3013


<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.

Registrant  makes  the  following   representation   pursuant  to  the  National
Securities Markets Improvements Act of 1996:

Ameritas  Variable Life Insurance  Company  represents that the fees and charges
deducted under the contract, in the aggregate, are reasonable in relation to the
services rendered,  the expenses expected to be incurred,  and the risks assumed
by the insurance company.


                              RULE 484 UNDERTAKING

AVLIC'S By-laws provide as follows:

The Company shall  indemnify any person who was, or is a party, or is threatened
to be made a party,  to any  threatened,  pending or completed  action,  suit or
proceeding,  whether civil, criminal,  administrative or investigative by reason
of the fact that he is or was a director, officer, or employee of the Company or
is or was serving at the request of the Company as a director, officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  against expenses,  including attorney's fees, judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or  proceeding  to the full extent  authorized by the laws of
Nebraska.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to directors,  officers,  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the  Act  and  wil be  governed  by the  final
adjudication of such issue.


                     REPRESENTATION PURSUANT TO RULE 6E-3(T)

This  filing is made  pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment
Company Act of 1940.




<PAGE>



                                   SIGNATURES


Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Ameritas  Variable Life Insurance  Company Separate Account V, certifies that it
has  caused  this  Registration  Statement  to be  signed  on its  behalf by the
undersigned  thereunto  duly  authorized  in the  City  of  Lincoln,  County  of
Lancaster, State of Nebraska on this 20th day of January, 2000.


                                       AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                                 SEPARATE ACCOUNT V, Registrant

                            AMERITAS VARIABLE LIFE INSURANCE COMPANY, Depositor




Attest: /s/ Donald R. Stading            By:/s/ Lawrence J. Arth
       -----------------------              -------------------------
           Secretary                            Chairman of the Board


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the  Directors  and Principal  Officers of Ameritas
Variable Life Insurance Company on the dates indicated.



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

/s/ Lawrence J. Arth         Director, Chairman of the Board    January 20, 2000
- ---------------------        and Chief Executive Officer
   Lawrence J. Arth


/s/ William J. Atherton      Director, President and            January 20, 2000
- -----------------------      Chief Operating Officer
   William J. Atherton


/s/ Kenneth C. Louis         Director, Executive Vice President January 20, 2000
- ----------------------
   Kenneth C. Louis


/s/ Gary R. McPhail          Director, Executive Vice President January 20, 2000
- -----------------------
   Gary R. McPhail


/s/ Thomas C. Godlasky      Director, Senior Vice President    January 20, 2000
- -----------------------     and Chief Investment Officer
   Thomas C. Godlasky


/s/  JoAnn M. Martin        Director, Controller               January 20, 2000
- -----------------------
   JoAnn M. Martin



<PAGE>



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


/s/ Michael G. Fraizer           Director                       January 20, 2000
- -----------------------
    Michael G. Fraizer


/s/ William W. Lester            Treasurer                      January 20, 2000
- -----------------------
    William W. Lester


/s/ Donald R. Stading            Secretary and General Counsel  January 20, 2000
- -----------------------
    Donald R. Stading






<PAGE>



                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:

The facing sheet.
The prospectus  consisting of 40 pages.
The  undertaking  to file reports.
The undertaking pursuant to Rule 484. Representations pursuant to Rule 6e-3(T).
The signatures.
Written consents of the following:
(a) (actuary)
(b) Donald R. Stading
(c) (auditors)

The Following Exhibits:

1.   The following  exhibits  correspond to those required by paragraph A of the
     instructions as to exhibits in Form N- 8B-2.
     (1)  Resolution   of  the   Board  of   Directors   of  AVLIC   Authorizing
          Establishment of the Account.*
     (2)  Not applicable.
     (3)(a)  Principal Underwriting Agreement.*
        (b)  Proposed Form of Selling  Agreement.*
        (c)  Commission Schedule - To be filed by later amendment.
     (4)  Not Applicable.
     (5)(a) Form of Policy - To be filed by later amendment.
        (b)  Form of Policy Riders - To be filed by later amendment.
     (6)(a) Articles  of  incorporation  of  Ameritas  Variable  Life  Insurance
            Company.**
        (b) Bylaws of Ameritas Variable Life Insurance Company.***
     (7)  Not applicable.
     (8)(a) Participation Agreement in the Calvert Variable Series, Inc.****
        (b) Participation   Agreement  in  the  Variable  Insurance  Products
            Fund.**
        (c) Participation Agreement in the Alger American Fund.**
        (d) Participation Agreement in the MFS Variable Insurance Trust.*
        (e) Participation  Agreement in the Morgan Stanley  Universal  Funds,
            Inc.*
     (9)  Not Applicable.
     (10) Form of Application for Policy - To be filed by later amendment
2.   (a)(b)  Opinion and  Consent of Donald R.  Stading,  Secretary  and General
     Counsel
3.   No financial  statements will be omitted from the final Prospectus pursuant
     to Instruction 1(b) or (c) or Part I.
4.   Not applicable.
5.   Not applicable.
6.   (a)(b) Opinion and Consent of actuary - To be filed by later amendment.
7.   Consent of Independent Auditors - To be filed by later amendment.
8.   Form  of  Notice  of   Withdrawal   Right  and  Refund   pursuant  to  Rule
     6e-3(T)(b)(13)(viii) under the Investment Company Act of 1940.**


*    Incorporated  by  reference  to  the  initial  Registration  Statement  for
     Ameritas  Variable  Life  Insurance  Company  Separate  Account V, File No.
     333-15585, filed November 5, 1996.

**   Incorporated   by   reference  to  the   Pre-Effective   Amendment  to  the
     Registration   Statement  for  Ameritas  Variable  Life  Insurance  Company
     Separate Account V, File No. 333-15585, filed January 17, 1997.

***  Incorporated  by  Reference  to  Pre-Effective   Amendment  No.  1  to  the
     Registration   Statement  for  Ameritas  Variable  Life  Insurance  Company
     Separate Account VA-2, File No. 333-36507, filed February 20, 1998.

**** Incorporated by reference to Post-Effective  Amendment No. 5 to the initial
     Registration   Statement  for  Ameritas  Variable  Life  Insurance  Company
     Separate Account V, File No. 333-15585, filed August 30, 1999.


<PAGE>



                                  EXHIBIT INDEX

EXHIBIT


2.(a)(b)    Opinion and Consent of Donald R. Stading






                                EXHIBIT 2. (a)(b)

                    Opinion and Consent of Donald R. Stading


<PAGE>




January 21, 2000




Ameritas Variable Life Insurance Company
5900 "O" Street
Lincoln, Nebraska 68510

Gentlemen:

With reference to the Form S-6 filed by Ameritas Variable Life Insurance Company
and  Ameritas  Variable  Life  Insurance  Company  Separate  Account  V with the
Securities  & Exchange  Commission  covering  flexible  premium  life  insurance
policies, I have examined such documents and such laws as I considered necessary
and appropriate, and on the basis of such examination, it is my opinion that:

   1.   Ameritas  Variable Life Insurance  Company is duly organized and validly
        existing  under  the laws of the  State of  Nebraska  and has been  duly
        authorized by the Insurance Department of the State of Nebraska to issue
        variable life policies.

   2.   Ameritas  Variable Life Insurance  Company  Separate Account V is a duly
        authorized and existing  separate  account  established  pursuant to the
        provisions  of  Section  44-402.01  of  the  Statutes  of the  State  of
        Nebraska.

   3.   The flexible premium variable life policies, when issued as contemplated
        by said Form S-6 Registration Statement,  will constitute legal, validly
        issued and binding  obligations  of  Ameritas  Variable  Life  Insurance
        Company.

I hereby  consent to the  filing of this  opinion as an exhibit to said Form S-6
Registration  Statement  and to the  use of my name  under  the  caption  "Legal
Matters" in the Prospectus contained in the Registration Statement.

Sincerely,

/s/ Donald R. Stading
Donald R. Stading
Secretary and General Counsel


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