VARIABLE ACCOUNT II AIG LIFE INSURANCE CO
S-6, 1999-02-04
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      Filed with the Securities and Exchange Commission on February 4, 1999

                            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

A.       Exact name of trust:       Variable Account II

B.       Name of depositor:         AIG Life Insurance Company

C.                Complete address of depositor's principal executive offices:
                  One Alico Plaza, 600 King Street, Wilmington, DE 19801

D.                Name and address of agent for service:
                  Robert Liguori, Vice President and General Counsel
                  One Alico Plaza
                  600 King Street
                  Wilmington, DE  19801

COPIES TO:
Michael Berenson, Esq.            and       Florence Davis, Esq.
Jorden Burt Boros Cicchetti                 American International Group, Inc.
Berenson & Johnson, LLP                     70 Pine Street
Suite 400 East                              New York, NY  10270
1025 Thomas Jefferson Street, NW
Washington, DC  20007-0805

     It is proposed that this filing will become effective:

     ____  immediately upon filing pursuant to paragraph (b) of Rule 485

     _____ on ______________ pursuant to paragraph (b) of Rule 485

     _____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

        X     on   May 1, 1999  pursuant to paragraph (a)(1) of Rule 485
     --------    --------------

     If appropriate, check the following box:

     _____this  post-effective  amendment  designates a new effective date for a
     previously filed post-effective amendment.

E.   Title and  amount of  securities  being  registered:  Individual  and Group
     Flexible Premium Variable Universal Life Insurance Policies.

F.   Proposed maximum  aggregate  offering price to the public of the securities
     being registered: N/A

G.   Amount of Filing Fee: N/A



<PAGE>
                        CROSS REFERENCE TO ITEMS REQUIRED

                                 BY FORM N-8B-2

N-8B-2 Item         Caption in Prospectus

1                   About Us and the Accounts, The Separate Account
2                   About Us and the Accounts
3                   Not Applicable
4                   Distribution of the Policy
5                   The Separate Account
6(a)                Not Applicable
6(b)                Not Applicable
9                   Legal Proceedings
10                  Purchasing a Polaris VUL Policy
11                  The Separate Account, The Investment Options
12                  The Separate Account, The Investment Options
13                  Expenses of the Policy
14                  Purchasing a Polaris VUL Policy
15                  The Separate Account
16                  The Separate Account, The Investment Options
17                  Purchasing a Polaris VUL Policy, Investing Your
18                  Account Value
19                  Purchasing a Polaris VUL Policy, Investing Your
20                  Account Value
19                  Not Applicable
20                  Not Applicable
21                  Cash Benefits During the Insured's Lifetime
22                  Not Applicable
23                  Not Applicable
24                  Not Applicable
25                  About Us and the Accounts
26                  Not Applicable
27                  About Us and the Accounts
28                  About Us and the Accounts
29                  About Us and the Accounts
30                  About Us and the Accounts
31                  Not Applicable
32                  Not Applicable
33                  Not Applicable
34                  Distribution of the Policy
35                  About Us and the Accounts
37                  Not Applicable
38                  Distribution of the Policy
39                  Distribution of the Policy
40                  Not Applicable
41(a)               Distribution of the Policy
42                  Not Applicable
43                  Not Applicable
44                  Purchasing a Polaris VUL Policy
45                  Not Applicable
46                  Purchasing a Polaris VUL Policy
47                  Not Applicable
48                  Not Applicable
49                  Not Applicable
50                  Not Applicable
51                  Purchasing a Polaris VUL Policy,
                    About Us and the Accounts
52                  The Investment Options
53                  Federal Income Tax Considerations
54                  Financial Statements
55                  Not Applicable
<PAGE>


                                     Part I






[Polaris VUL Logo]                                    AIG Life Insurance Company
                                                             Variable Account II
                                                                 One Alico Plaza
                                                                 600 King Street
                                                      Wilmington, Delaware 19801
                                                                  1-800-340-2765


     Flexible Premium Variable Universal Life Group and Individual Policies


AIG Life  Insurance  Company  ("we," "our" or "us"),  is offering life insurance
coverage under the Polaris VUL policy (the  "Policy").  The Policy is a flexible
premium  variable  universal  life policy  that  allows  "you," the owner of the
Policy, within limits, to:

                 o    Select the face amount of life  insurance.  You may within
                      limits  change your initial  selection  as your  insurance
                      needs change.

                 o    Select the amount and timing of premiums payments. You may
                      make more premium  payments than  scheduled or stop making
                      premium payments.

                 o    Allocate  premium payments and your Policy's Account Value
                      among  the  25   variable   investment   options  and  the
                      guaranteed investment option.

                 o    Receive  payments  from your  Policy  while the Insured is
                      alive  through   loans,   partial   withdrawals  or  total
                      surrenders.


This  document  contains  information  about the  Policy.  You should  read this
document  carefully  before you decide to purchase  the Policy.  You should also
keep this document for future reference.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has  approved  of the Policy or  determined  that this  document  is
accurate or complete. Any representation to the contrary is a criminal offense.


                           Prospectus _________, 1999


<PAGE>



                               Investment Options

Variable Investment Options

     The  Separate  Account  is divided  into 25  Subaccounts.  Each  Subaccount
invests in shares of a portfolio of either the Anchor Series Trust or SunAmerica
Series Trust.  Each portfolio is named below. The prospectuses for Anchor Series
Trust and SunAmerica Series Trust contain information about each portfolio.  You
should read these prospectuses carefully.

Anchor Series Trust

Managed by Wellington Management Company, LLP
     o  Capital Appreciation Portfolio
     o  Natural Resources Portfolio
     o  Growth Portfolio
     o  Government and Quality Bond Portfolio

SunAmerica Series Trust

Managed by Alliance Capital Management L.P.

     o  Global Equities Portfolio           
     o  Growth-Income Portfolio             
     o  Alliance Growth Portfolio           
                                           
Managed by Morgan Stanley Asset Management, Inc.                  
     o  International Diversified Equities Portfolio                         
     o  Worldwide High Income Portfolio   

Managed by Davis Select Advisers, L.P.        
     o  Venture Value Portfolio           
                                              
Managed by Massachusetts Financial Services Company                  
     o  MFS Growth and Income Portfolio                        
     o  MFS Total Return Portfolio   

Managed by Federated Investors                  
     o  Federated Value Portfolio           
     o  Corporate Bond Portfolio            
     o  Utility Portfolio                   
                                                
Managed by Putnam Investment Management, Inc.                         
     o  Putnam Growth Portfolio       
     o  Emerging Markets Portfolio     
     o  International Growth and Income Portfolio                 
                                              
Managed by Goldman Sachs Asset                  
Management/Goldman Sachs Asset                  
Management International                        
     o  Asset Allocation Portfolio     
     o  Global Bond Portfolio          
                                                
Managed by SunAmerica Asset                                                 
Management Corp.                                
     o  Aggressive Growth Portfolio          
     o  SunAmerica Balanced Portfolio 
     o  Dogs of Wall Street Portfolio 
     o  High-Yield Bond Portfolio      
     o  Cash Management Portfolio      


<PAGE>

Guaranteed Investment Option

     The  Guaranteed  Account is part of our  general  account.  We will  credit
interest equal to at least 4% per year,  compounded  annually on that portion of
Account  Value that you  allocate  to the  Guaranteed  Account.  We may,  in our
discretion,  elect to credit a higher rate of interest.  This document generally
describes  only that  portion of the Account  Value  allocated  to the  Separate
Account.


<PAGE>



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


                                Table of Contents

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


Special Terms used in this Document...........................................i

Summary of the Policy.........................................................1
     Overview.................................................................1
     Applying for a Policy....................................................1
     Premium Payments.........................................................2
     Account Value............................................................2
     Death Benefit............................................................3
     Cash Benefits During the Life of the Insured.............................4
     Expenses of the Policy...................................................5
     Federal Tax Considerations...............................................7

Purchasing a Polaris VUL Policy...............................................8
     Applying for a Policy....................................................8
     Your Right to Cancel the Policy..........................................9
     Premiums.................................................................9
         Restrictions on Premiums.............................................9
         Minimum Initial Premium.............................................10
         Planned Periodic Premiums...........................................10
         Additional Premiums.................................................10
         Effect of Premium Payments..........................................10
         No Lapse Provision..................................................11
         Grace Period........................................................11
         Premium Allocations.................................................12
         Crediting Premiums..................................................12

The Investment Options.......................................................14
     Variable Investment Options.............................................14
     Guaranteed Investment Option............................................18

Investing Your Account Value.................................................20
     Determining the Account Value...........................................20
     Transfers...............................................................23
     Dollar Cost Averaging...................................................24
     Automatic Rebalancing...................................................27

Death Benefits...............................................................28
     Life Insurance Proceeds.................................................28
     Death Benefit Options...................................................29
     Changes in Death Benefit Options........................................30
     Changes in Face Amount..................................................31

Cash Benefits During the Insured's Life .....................................33
     Policy Loans............................................................33
     Partial Withdrawals.....................................................35



<PAGE>



     Systematic Withdrawal Program...........................................37
     Surrendering the Policy for Net Cash Surrender Value....................38

Payment Options for Benefits.................................................39

Expenses of the Policy.......................................................40
     Deductions From Premiums................................................40
     Monthly Deductions From Account Value...................................40
     Deduction From Subaccount Assets........................................44
     Deductions Upon Policy Transactions ....................................44

Supplemental  Benefits and Riders............................................48

Other Policy Provisions......................................................49

Performance Information......................................................54

Federal Income Tax Considerations............................................57

Distribution of the Policy...................................................64

About Us and the Accounts....................................................65
     The Company.............................................................65
     The Separate Account....................................................66
     The Guaranteed Account..................................................68

Our Directors and Executive Officers.........................................70

Other Information............................................................72
     State Regulation........................................................72
     Legal Proceedings.......................................................72
     Experts.................................................................72
     Legal Matters...........................................................72
     Published Ratings.......................................................73





<PAGE>



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


                       Special Terms used in this Document

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


     We have  capitalized  some special terms we use in this  document.  We have
defined these terms here.

Accounts. The Separate Account and the Guaranteed Account of
the Company.

We use Account Value to determine your Policy benefits. How we determine Account
Value is described on page __.


Account Value. The total amount in the Accounts credited to your Policy.

If you have a request, please write to us at this address.

Administrative Office. One Alico Plaza, P.O. Box 8718, Wilmington, DE 19801.

Age. The Insured's age as of his or her nearest birthday.

Attained  Age.  The  Insured's  Age as of the  Policy  Date  plus the  number of
completed Policy years since the Policy Date.

Beneficiary.  The person(s) who is entitled to the Life Insurance Proceeds under
the Policy.  

How we determine  the Cash  Surrender  Value is shown on page _. Cash  Surrender
Value. Account Value less any applicable surrender charge.

Code.  The Internal Revenue Code of 1986, as amended.

Company, we, our, us.  AIG Life Insurance Company.

Direct Plan  Participant.  An  individual  who is provided a Policy as part of a
group arrangement between us and a trustee,  an employer or an association.  The
trustee,  employer or association  either  purchases or endorses  Policies to be
made available to a group of individuals. A minimum of 15 lives may be required.


                                        i

<PAGE>



You will specify the initial Face Amount in your Policy application.  The Policy
will also show the initial Face
Amount.

Face  Amount.  The amount of  insurance  specified by the Owner and the base for
calculating the Life Insurance Proceeds.

Grace Period. The period of time during which this Policy will continue in force
even  though  your  Account  Value  is  insufficient.  It  begins  on a  monthly
anniversary  when the Net Cash  Surrender  Value is less than the total  monthly
deduction then due.

Guaranteed  Account. An account within the general account which consists of all
of our assets other than the assets of the Separate Account and any of our other
separate accounts.

Insured. A person whose life is covered under the Policy.

We measure contestability periods from the Issue Date.

Issue  Date.  The date the Policy is actually  issued.  It may be later than the
Policy Date.

Life  Insurance  Proceeds..  The amount  payable to a Beneficiary if the Insured
dies while coverage under the Policy is in force.

Loan Account. The portion of the Account Value held in the Guaranteed Account as
collateral for Policy loans.

Monthly Anniversary.  The same day as the Policy Date for each succeeding month.
If the day of the monthly  anniversary is the 29th, 30th or 31st and a month has
no such day, the monthly anniversary is deemed to be the last day of that month.

Net Account Value. The Account Value less any Outstanding Loans.

We use this value to determine if your Policy is in force.

Net Cash Surrender Value. The Cash Surrender Value less any Outstanding Loans.

Net Premium. Any premium paid less any expense charges deducted from the premium
payment.


                                       ii

<PAGE>




Outstanding  Loan. The total amount of Policy loans,  including both  principal,
past due unpaid interest and accrued interest.

You may be an Owner even if you are not the Insured.

Owner,  you,  your.  The  person  who  purchased  the  Policy  as  shown  in the
application, unless later changed.

Policy.  The flexible  premium  variable  universal life  insurance  coverage we
issue.  We may issue  coverage on the Insured  under an  individual  contract or
under a certificate issued under a group contract.  The term Policy includes the
individual  contract and the certificate  and group contract.  

We use  the  Policy  Date as the  date  coverage  begins  and to  determine  all
anniversary dates.

Policy Date.  The date as of which we have  received the initial  premium and an
application in good order. Coverage will not begin unless your Policy is issued.

Separate Account. Variable Account II, a separate investment account of ours.

Subaccount.  A division of the Separate Account  established to invest in shares
of a  corresponding  portfolio of a fund that is available for investment  under
the Policy.

Valuation Date. Each day the New York Stock Exchange is open for trading.

Valuation  Period. A period commencing with the close of trading on the New York
Stock Exchange (currently 4 P.M., Eastern Time) on any Valuation Date and ending
as of the close of the New York Stock Exchange on the next succeeding  Valuation
Date.



                                       iii

<PAGE>



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


                              Summary of the Policy

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



     Because this is a summary, it does not contain all the information that may
be important to you. You should read this entire document  carefully  before you
decide to purchase a Policy.

If you select any variable  investment  options,  your Policy benefits will vary
based upon the returns earned by those variable investment options.  The returns
may be zero or negative and you bear this risk

Overview

The  Policy  is  a  flexible  premium  variable  universal  life  policy.   Like
traditional life insurance, the Policy provides an initial minimum death benefit
and cash benefits that you can access  through loans,  partial  withdrawals or a
surrender.  Unlike traditional life insurance, you may choose how to invest your
Account Value.

The Policy  allows you to make  certain  choices  that will tailor the Policy to
your needs. When you apply for the Policy, we will ask you to make some of these
choices. You may also change your choices to meet your changing insurance needs.

In addition, we are offering several riders to the Policy. These
riders provide you with the flexibility to design an insurance
product that meets your specific needs.

Applying for a Policy

You may apply for a Policy to cover a person, the "Insured," who is younger than
Age 81.

Amount of life insurance benefits.

When you apply for a Policy,  you must select the Face  Amount.  The Face Amount
must be at least:

o    $25,000, for Insureds Age 17 and younger.

o    $50,000, for Insureds older than Age 17.

o    $25,000, for Insureds who are Direct Plan Participants.

                                        1

<PAGE>

When your coverage will become effective.

Your policy will become effective after:

o    We accept your application.

o    We receive an initial premium payment, in an amount we determine.

o    We have completed our review to our satisfaction.  

Your right to cancel the Policy.

Once you receive your Policy,  you should read the Policy. You have the right to
cancel the Policy for any reason within the later of:

o    45 days after you sign Part I of the Policy application.

o    10 days after you received  the Policy.  If required by the state where you
     live, we will extend the 10 days to the number required by law.


Premium Payments

Minimum initial premium.

Before your Policy is effective,  you must pay the minimum initial  premium.  We
will calculate the initial minimum premium based on a number of factors, such as
the age, sex and underwriting  rate class of the proposed  Insured,  the desired
Face Amount,  and any  supplemental  benefits or riders  applied for and whether
premiums will be paid by pre-authorized checking.

Planned periodic premium.

When you apply for a Policy you will select the amount of premium  payments  you
plan to pay during the term of the Policy.  We will establish a minimum for this
amount.  You  will  also  select  intervals  when  you plan to pay this pay this
premium amount. This may be monthly, quarterly,  semiannually, or annually. Pre-
authorized checking may be required for monthly payments.

Flexibility in premium payments.

During  the  term of the  Policy,  you may pay  premiums  at any time and in any
amount,  within limits.  Thus, you are not required to pay the planned  periodic
premium and you may make payments in addition to the planned periodic premium.

                                        2

<PAGE>

Account Value

We will  measure your  benefits  under the Policy by your  Account  Value.  Your
Account Value will reflect:

o    the premiums you pay;

o    the returns earned by the Subaccounts you select;

o    the interest credited on amounts allocated to the Guaranteed Account;

o    any loans or partial withdrawals; and

o    the Policy charges and expenses we deduct.

Death Benefit

Death Benefit Selections.

When you apply for a Policy, you must select:

o    The Face Amount.

o    The death  benefit  option,  which will be manner in which we calculate the
     death benefit for your Policy.

o    The tax  qualification  option,  which  will be the manner in which we test
     your Policy under the Code for meeting the definition of life insurance.

Death Benefit Options.

You may select from two death benefit options. They are:

Level Death Benefit Option.

o    Level Death Benefit Option

     The basic death benefit will be the greater of:
     (1) The Face Amount; or
     (2) Account Value on the date of death multiplied by the
         appropriate minimum death benefit factor.

Increasing Death Benefit Option

o    Increasing Death Benefit Option

     The basic  death  benefit  will be the greater of: 

     (1)  The Face Amount plus the Account Value; or
     (2)  Account  Value  on the  date of death  multiplied  by the  appropriate
          minimum death benefit factor.

                                        3

<PAGE>

The minimum  death benefit  factors we use are based upon the tax  qualification
option you select and the Attained Age, sex and smoker status of the Insured.

Tax Qualification Options.

You may select from two tax qualification options.  They are:

o    Guideline  Premium/Cash  Value  Corridor  Test.  The minimum  death benefit
     factors are based upon the Code.

o    Cash Value  Accumulation  Test. The minimum death benefit factors are based
     upon the 1980  Commissioners  Standard  Ordinary  Tables and a 4% effective
     annual interest rate

Changes You May Make.

Within  limits,  you may change the death  benefit  option and,  after the first
Policy year,  may make  changes to the Face  Amount.  You may not change the tax
qualification option.

Cash Benefits During the Life of the Insured

During  the life of the  Insured,  your  Policy has cash  benefits  that you can
access within limits through loans, partial withdrawals or a surrender.

o    Loans -- You may borrow against your Net Cash Surrender  Value at any time.
     If your  Policy is a modified  endowment  contract,  the Code may treat the
     loan as a taxable distribution of income.

o    Partial Withdrawal -- You may withdraw part of your Account Value after the
     first Policy year. We may deduct an  administrative  charge.  If you make a
     partial  withdrawal  during the surrender  charge period,  we will deduct a
     surrender charge. A partial withdrawal may result in a decrease in the Face
     Amount of your Policy, depending upon your death benefit option.


                                        4

<PAGE>




o    Surrender  -- You may  surrender  your  Policy  for its Net Cash  Surrender
     Value. If you surrender your Policy during the surrender charge period,  we
     will deduct a surrender charge. A surrender will terminate your Policy.

Expenses reduce your returns under the Policy Expenses of the Policy

We deduct expenses related to your Policy. These deductions are made:

o    from premiums, your Account Value and the assets of the Subaccounts, and

o    upon certain Policy transactions.

Deduction  from  Premiums -- we will deduct up to a maximum  charge of 8.0% from
your premium  payments for state premium taxes,  federal taxes,  sales and other
acquisition related expenses.


Monthly  Deductions  from  Account  Value  -- we will  deduct  on  each  monthly
anniversary charges for:

o    The  administration  of your  Policy up to a maximum of $15 per month,  and
     after the fifth Policy year these charges may be reduced.

o    The cost of insurance for your Policy

o    The costs associated with acquiring and underwriting  your Policy.  We will
     deduct a charge  for the first  five  Policy  years that will vary based on
     your age, sex, risk class, and your Policy Face Amount. If you increase the
     Face Amount of your  Policy we will  deduct new  charges for the  increased
     Face Amount.

o    The cost of any supplemental benefits or riders.

If you  elect,  we will take the  monthly  deductions  from your  Account  Value
allocated to the Cash Management Subaccount or Guaranteed Account. Otherwise, we
will take the monthly deductions from each Subaccount on a pro rata basis.

Deductions  from  Subaccount Net Assets -- we will deduct daily a charge for the
mortality and expense risks we assume,  at an annual rate not to exceed 0.90% of
your Account Value in the Subaccounts.

                                        5

<PAGE>

Deductions Upon Certain Policy Transactions -- If you make a Policy transaction,
a charge may apply. They are:

o    Transfers -- You may make twelve transfers each Policy year free of charge.
     Thereafter,  we will deduct a fee of $25 per transfer from the  transferred
     amount.

Administrative Charges for Partial Withdrawals.

o    Partial Withdrawals -- Currently,  we do not deduct any fees for processing
     the first four partial withdrawal in a Policy year or any withdrawals under
     the  systematic  withdrawal  program.  We charge  $25 for  processing  each
     withdrawal in excess of four or for  processing  any withdrawal in addition
     to withdrawals you receive under the systematic withdrawal program.

Surrender Charges for Partial Withdrawals.

     A partial withdrawal may also be subject to a surrender charge. A surrender
     charge  for  partial  withdrawals  is equal to a pro  rata  portion  of the
     surrender charge that would apply to a full surrender.  This applies during
     the first 10 Policy years and for the first 10 years immediately  following
     an increase in Face Amount.

o    Surrender -- If you request a surrender  during the first 10 Policy  years,
     we may deduct a surrender  charge based on the initial Face Amount.  If you
     request a surrender  within 10 years  immediately  following an increase in
     Face  Amount,  we will deduct a surrender  charge  based on the increase in
     Face Amount.  The  surrender  charge will be deducted  before any surrender
     proceeds are paid.

Surrender Charges for Face Amount Decreases.

o    Decrease in Face  Amount -- We may also deduct a surrender  charge from the
     Account Value upon a decrease in Face Amount.  If you request a decrease in
     Face Amount  during the first 10 Policy  years,  we will deduct a surrender
     charge based on the initial Face Amount.  If you request a decrease  within
     10 years immediately following an increase in Face Amount, we will deduct a
     surrender charge based on the increase in Face Amount.


                                        6

<PAGE>

Expenses of the variable investment options also reduce your returns.

In addition,  you will  indirectly  bear the costs of the investment  management
fees and  expenses  paid  from the  assets of the  portfolios  you  select.  The
expenses of the variable investment options for the year ended December 31, 1998
are set forth in Appendix B.


Federal Tax Considerations

You should consider the impact of the Code.

Your purchase of, and transactions  under, your Policy may have tax consequences
that you should consider before purchasing the Policy. You may wish to consult a
tax adviser. In general,  the Life Insurance Proceeds will not be taxable income
to the Beneficiary.  You will not be taxed as your Account Value increases. Upon
a distribution from your Policy, however, you may be taxed on your Account Value
increases.



                                        7

<PAGE>



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


                         Purchasing a Polaris VUL Policy

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


Applying for a Policy

To purchase a Policy,  you must complete an application and submit it to us. You
must specify certain information in the application,  including the Face Amount,
the death benefit option and  supplemental  benefit riders,  if any. We may also
require  information to determine if the Insured is an acceptable risk to us. We
may  require  a  medical  examination  of the  Insured  and ask  for  additional
information. 

Our age requirement for the Insured.

You may  apply  for a Policy  to cover a person  who is  younger  than Age 81. A
newborn may be an Insured.

The minimum Face Amount.

The Face Amount must be at least:

o     $25,000, for Insureds Age 17 and younger.

o     $50,000, for Insureds older than Age 17.

o     $25,000, for Insureds who are Direct Plan Participants.

We require a minimum initial premium.

We  require  that you pay a minimum  initial  premium  before we will  issue the
Policy.  You may pay the minimum initial premium when you submit the application
or at a later date.

We will not  issue a Policy  until we have  accepted  the  application.  We will
accept an application if it meets our  underwriting  rules. We reserve the right
to reject an  application  for any reason or "rate" an Insured as a  substandard
risk.  

When your coverage will be effective. 

Your policy will become effective after:

o    We accept your application.

o    We receive an initial premium payment, in an amount we determine.

o    We have completed our review of your application to our satisfaction.


                                        8

<PAGE>

Your Right to Cancel the Policy

Period to Examine and Cancel.

Once you receive your Policy,  you should read the Policy. You have the right to
cancel the Policy for any reason within the later of:

o    45 days after you sign Part I of the Policy application; or

o    10 days after you received  the Policy.  If required by the state where you
     live, we will extend the 10 days to the number required by law.

This is your "Period to Examine and Cancel."

Your right to cancel also applies to the amount of any increase in Face Amount.

How to cancel your policy.

You may cancel the Policy by returning it to our Administrative Office or to our
agent within the applicable  time with a written  request for  cancellation.  We
will refund you the premium paid on the Policy.  Thus, the amount we return will
not reflect the returns of the Subaccounts you selected in your application.


Premiums

The Policy allows you to select the timing and amount of premium payments within
limits.  Send premium payments to our  Administrative  Office. 

All your premium payments must comply with our requirements.

Restrictions on Premiums. We may not accept any premium payment:

o    If it is less than $25.

o    If the  premium  would  cause  the  Policy  to  fail to  qualify  as a life
     insurance  contract as defined in Section 7702 of the Code.  We will refund
     any portion of any premium that causes the Policy to fail. In addition,  we
     will  monitor  the Policy and will  attempt to notify the Owner on a timely
     basis if a Policy is in jeopardy of becoming a modified  endowment contract
     under the Code.



                                        9

<PAGE>

o    If the premium  would  increase the amount of our risk under your Policy by
     an amount greater than that premium  amount.  In such cases, we may require
     satisfactory evidence of insurability before accepting that premium.

Types of premium payments.

Minimum  Initial  Premium.  We will calculate the minimum initial  premium.  The
amount is based on a number of factors,  including the Age, sex and underwriting
class of the  proposed  Insured,  the desired  Face Amount and any  supplemental
benefits  or  riders   applied  for  and  whether   premiums  will  be  paid  by
pre-authorized checking.

We establish a minimum planned periodic premium.

Planned Periodic  Premiums.  When you apply for a Policy,  you select a plan for
paying level  premiums at specified  intervals.  The  intervals  may be monthly,
quarterly, semi-annually or annually, for the life of the Policy. Pre-authorized
checking  may be required  for  monthly  payments.  We will  establish a minimum
amount that may be used as the planned periodic premium. We may recalculate this
minimum amount if the Face Amount of the Policy is increased or decreased.

You are not required to pay premiums in accordance with this plan.  Rather,  you
can pay  more or less  than  the  planned  periodic  premium  or skip a  planned
periodic premium entirely.

At any time you can change the amount and frequency of planned  periodic premium
by sending a written notice to our Administrative Office.

Additional  Premiums.  Additional  premiums  are  premiums  other  than  planned
premiums.  Additional premiums may be paid in any amount and at any time subject
to Code.

Depending on the Account Value at the time of an increase in the Face Amount and
the amount of the increase  requested,  an  additional  premium may be needed to
prevent your Policy from  terminating. 



                                       10

<PAGE>

Paying premiums may not ensure that your Policy remains in force.

Effect of Premium Payments. In general, unless the lapse provision is in effect,
paying all planned  periodic  premiums may not prevent your Policy from lapsing.
In addition, if you fail to pay any planned periodic premiums,  your Policy will
not necessarily lapse.

Your  Policy  will  lapse  only when the Net Cash  Surrender  Value on a monthly
anniversary is less than the amount of that date's monthly deduction. This could
happen if the Net Cash Surrender Value has decreased because:

o    of the negative return or insufficient  return earned by one or more of the
     Subaccounts you selected; or

o    of any combination of the following -- you have Outstanding Loans, you have
     taken partial withdrawals,  we have deducted Policy expenses,  or your have
     made insufficient premium payments to offset the monthly deduction.

No lapse premium guarantee

No Lapse Provsion. In general,  during the first five Policy years, if you pay a
sufficient  amount of premium,  your Policy will not lapse even if your Net Cash
Surrender  Value is  insufficient  to pay the  monthly  deductions.  You will be
eligible for the no lapse  premium  guarantee if: 

o    You have not increased the Face Amount, except under the Automatic Increase
     Rider.

o    You have not taken a Policy loan.

o    You have not added any riders to your Policy since it was issued.

o    All your premiums paid to date reduced any partial  withdrawals is at least
     equal to the sum of the minimum planned periodic premium  multiplied by the
     number of payment intervals that have elapsed since the Policy Date.




                                       11

<PAGE>
Your  Policy  will  not  terminate  immediately  after  your  Account  Value  is
insufficient

Grace Period. Unless the no lapse provision is in effect, in order for insurance
coverage  to remain  in  force,  the Net Cash  Surrender  Value on each  monthly
anniversary  must be equal to or greater than the total monthly  deductions  for
that  monthly  anniversary.  If it is not,  you have a Grace  Period  of 61 days
during which the Policy will  continue in force.  The Grace Period begins on the
monthly  anniversary  that the Net Cash  Surrender  Value is less than the total
monthly  deductions  then due. If we do not receive a sufficient  premium before
the end of the Grace Period, the Policy will terminate without value.

We will send you a written  notice  within 30 days of the beginning of any Grace
Period. The notice will state:

o    A Grace Period of 61 days has begun.

How much you must pay to prevent your policy from terminating.

o    The amount of premium  required to prevent  your  Policy from  terminating.
     This  amount  is  equal  to the  amount  needed  to  increase  the Net Cash
     Surrender Value sufficiently to cover total monthly deductions for the next
     three (3) monthly anniversaries.

If the  Insured  dies  during  the  Grace  Period,  we will  still  pay the Life
Insurance  Proceeds  to the  Beneficiary.  The  amount  we pay  will  reflect  a
reduction  for the unpaid  monthly  deductions  due on or before the date of the
Insured's death.

If your Policy lapses with an Outstanding Loan you may have taxable income.

Premium  Allocations.  In the  application,  you specify the  percentage  of Net
Premiums  to be  allocated  to each  Subaccount.  However,  until the  Period to
Examine  and  Cancel  expires,  we invest  this  amount  in the Cash  Management
Subaccount.  The first business day after the period expires, we will reallocate
your  Account  Value  in the Cash  Management  Subaccount  based on the  premium
allocation percentages in your application.

For  all  subsequent  premiums,  we  will  use the  allocation  percentages  you
specified  in the  application  until  you  change  them.  You  can  change  the
allocation   percentages  at  any  time,  by  sending   written  notice  to  our
Administrative  Office.  The change will apply to all Premiums  received with or
after your notice.



                                       12

<PAGE>


Allocation  Rules.   Your  allocation   instructions  must  meet  the  following
requirements:

o    Each allocation percentage must be a whole number; and

o    Any  allocation  to a  Subaccount  must be at least 5%; and the sum of your
     allocations must equal 100%.

Crediting Premiums.  Your initial Net Premium,  will be credited to your Account
Value as of the Policy Date. We will credit and invest  subsequent  Net Premiums
on the date we receive  the  premium or notice of deposit at our  Administrative
Office.

If any Premium  requires us to accept  additional  risk,  we will  allocate this
amount to the Cash  Management  Subaccount  until we complete our  underwriting.
When accepted, and at the end of the Period to Examine and Cancel the Policy, we
will allocate it in accordance with your allocation percentages.



                                       13

<PAGE>

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

                             The Investment Options

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

You may allocate your Account Value to:

o    the Subaccounts which invest in the variable investment options; or

o    the Guaranteed Account.

Variable Investment Options

Under the Policy,  you may currently allocate your Account Value into any of the
25 Subaccounts.  Each Subaccount  invests in a distinct  portfolio of the Anchor
Series Trust or the SunAmerica Series Trust.  These portfolios operate similarly
to a  mutual  fund  but are only  available  through  the  purchase  of  certain
insurance contracts.

SunAmerica  Asset  Management  Corp.,  an indirect  wholly owned  subsidiary  of
SunAmerica  Inc., is the investment  adviser to the Trusts.  The Trusts serve as
the underlying investment vehicles for other variable insurance contracts issued
by us and other  affiliated/unaffiliated  insurance companies. We do not believe
that offering shares of these Trusts in this manner is  disadvantageous  to you.
The Trusts'  management  monitors the Trusts for any conflicts  between contract
owners.

     Anchor Series Trust

Wellington  Management  Company,  LLP serves as  subadviser to the Anchor Series
Trust  Portfolios.  Anchor Series Trust has additional  Portfolios which are not
available for allocations under your Policy.  The investment  objectives are set
forth below.


                                       14

<PAGE>

Portfolios Managed by Wellington Management Company, LLP

The Capital Appreciation  Portfolio seeks long-term capital  appreciation.  This
Portfolio  invests in growth equity  securities which are widely  diversified by
industry and company.

The Growth Portfolio seeks capital appreciation primarily through investments in
growth equity securities.

The Natural Resources  Portfolio seeks a total return in excess of the U.S. rate
of inflation as represented by the Consumer Price Index.  This Portfolio invests
primarily in equity  securities of U.S. or foreign  companies which are expected
to provide favorable returns in periods of rising inflation.

The Government and Quality Bond Portfolio seeks  relatively high current income,
liquidity  and security of  principal.  This  Portfolio  invests in  obligations
issued,  guaranteed  or  insured  by  the  U.S.  Government,   its  agencies  or
instrumentalities and in investment grade corporate debt securities.

     SunAmerica Series Trust

Various  subadvisers  provide  investment advice for the SunAmerica Series Trust
portfolios.  The 21  portfolios,  the  investment  objectives  of  each  and the
subadvisers  are:  Portfolios  Managed by Alliance  Capital  Management L.P. The
Global Equities  Portfolio seeks long-term growth of capital through  investment
primarily in common stocks or securities of U.S. and foreign issuers with common
stock  characteristics  which  demonstrate  the potential for  appreciation  and
through transactions in foreign currencies.

The Alliance Growth  Portfolio  seeks  long-term  growth of capital by investing
primarily in common stocks or securities with common stock characteristics which
its subadviser believes have the potential for appreciation.

The  Growth-Income  Portfolio  seeks  growth of capital and income by  investing
primarily in common stocks or  securities  which  demonstrate  the potential for
appreciation and/or dividends.


                                                        15

<PAGE>

Portfolio Managed by Davis Selected Advisers, L.P.

The Venture Value  Portfolio  seeks growth of capital by investing  primarily in
common stocks.  

Portfolios  Managed by Federated  Investors 

The Federated  Value  Portfolio  seeks growth of capital and income by investing
primarily in the securities of high quality companies.

The  Utility   Portfolio   seeks  high  current  income  and  moderate   capital
appreciation by investing primarily in the equity and debt securities of utility
companies.

The Corporate  Bond  Portfolio  seeks high total return with only moderate price
risk by  investing  primarily  in  investment  grade  fixed  income  securities.

Portfolios  Managed  by  Goldman  Sachs  Asset  Management/Goldman  Sachs  Asset
Management  International 

The Asset  Allocation  Portfolio seeks high total return  (including  income and
capital  gains)  consistent  with  preservation  of capital  over the  long-term
through  a  diversified  portfolio  that may  include  common  stocks  and other
securities having common stock characteristics, bonds and other intermediate and
long-term fixed income securities and money market  instruments (debt securities
maturing in 397 days or less) in any combination.

The Global Bond Portfolio  seeks high total return,  emphasizing  current income
and, to a lesser  extent,  providing  opportunities  for  capital  appreciation,
through  investment in high quality fixed income  securities of U.S. and foreign
issuers and through  transactions in foreign  currencies.  

Portfolios Managed by Morgan Stanley Asset Management, Inc.

The  International   Diversified  Equities  Portfolio  seeks  long-term  capital
appreciation  by investing in accordance with country  weightings  determined by
its  subadviser in common stocks of foreign  issuers  which,  in the  aggregate,
replicate broad country indices.

The Worldwide High Income Portfolio seeks high current income and,  secondarily,
capital  appreciation,  by investing  primarily in a portfolio of  high-yielding
fixed income securities of issuers located throughout the world.


                                       16

<PAGE>



Portfolios Managed by Massachusetts Financial Services Company

The MFS  Growth  and  Income  Portfolio  seeks  long-term  growth of  capital by
investing   primarily  in  common  stocks  or   securities   with  common  stock
characteristics   which  its   subadviser   believes   have  the  potential  for
appreciation.

The MFS Total  Return  Portfolio  seeks  reasonable  current  income,  long-term
capital  growth and  conservation  of capital by  investing  primarily in common
stocks  and  fixed  income  securities,  with an  emphasis  on  income-producing
securities  which  appear  to  have  some  potential  for  capital  enhancement.

Portfolios  Managed by Putnam  Investment  Management,  Inc. 

The Putnam  Growth  Portfolios  seek  long-term  growth of capital by  investing
primarily in common stocks or securities with common stock characteristics which
its subadviser believes have the potential for appreciation.

The  International  Growth and Income  Portfolio  seeks  growth of capital  with
current income as a secondary  objective by investing primarily in common stocks
traded on markets outside the U.S.

The Emerging Markets Portfolio seeks long-term capital appreciation by investing
mainly in the common stocks and other equity  securities  of companies  that its
subadviser  believes have above-average  growth prospects  primarily in emerging
markets  outside  the United  States.  

Portfolios Managed by SunAmerica Asset Management Corp.

The  Aggressive  Growth  Portfolio  seeks  capital   appreciation  by  investing
primarily in equity securities of small capitalization growth companies.

The "Dogs" of Wall  Street  Portfolio  seeks  total  return  (including  capital
appreciation  and current  income)  primarily  through the annual  selection  of
thirty  high  dividend  yielding  common  stocks  from the Dow Jones  Industrial
Average and the broader market.

The SunAmerica Balanced Portfolio seeks to conserve principal by maintaining, at
all times, a balanced portfolio of stocks and bonds.


                                       17

<PAGE>

The High-Yield Bond Portfolio seeks high current income and,  secondarily  seeks
capital  appreciation,  by investing  primarily in  intermediate  and  long-term
corporate   obligations,   with   emphasis  on   higher-yielding,   higher-risk,
lower-rated or unrated securities.

The Sun  America  Cash  Management  Portfolio  seeks high  current  yield  while
preserving  capital by  investing  in a  diversified  selection  of money market
instruments.

Guaranteed Investment Option

Under  the  Policy,  you  may  currently  allocate  your  Account  Value  to the
Guaranteed Account. In addition, if you request a loan, we will allocate part of
your Account Value to the Loan Account which is part of the Guaranteed Account.

We treat each  allocation  and  transfer  separately  for  purposes of crediting
interest and making deductions from the Guaranteed Account.  

You assume the risk that interest credited may not exceed the guaranteed minimum
rate of 4% per year.

Interest Credited On the Guaranteed  Account.  All of your Account Value held in
the  Guaranteed  Account will earn interest at a rate we determine,  in our sole
discretion.  This rate will never be less than 4% per year compounded  annually.
The Loan  Account  portion of your Account  Value may earn a different  interest
rate than the remaining portion of your Account Value in the Guaranteed Account.

Deductions from the Guaranteed  Account.  We will deduct any transfers,  partial
withdrawals or any Policy expenses from the Guaranteed Account and your variable
investment options on a pro rata basis, unless you provide other directions.  No
portion of the Loan Account may be used for this purpose.

The Loan Account  will only  increase or decrease in value when Policy loans are
taken or repayments are made. If an amount is transferred  from the Loan Account
to the remaining portion of the Guaranteed  Account Value, it will be treated as
a new allocation to the Guaranteed Account and will be credited with interest at
the rate then in effect for Guaranteed Account allocations.


                                       18

<PAGE>

Payments from the  Guaranteed  Account.  If we must pay any part of the proceeds
for a loan or partial  withdrawal or surrender from the Guaranteed  Account,  we
may defer the  payment for up to six months from the date we receive the written
request. If we defer payment from the Guaranteed Account for 30 days or more, we
will pay interest on the amount we deferred at a rate of 4% per year, compounded
annually, until we make payment.



                                       19

<PAGE>

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

                          Investing Your Account Value

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

The Policy allows you to choose how to invest your Account  Value.  Your Account
Value will increase or decrease based on:

o    The returns earned by the Subaccounts you select.

o    Interest credited on amounts allocated to the Guaranteed Account.

We will  determine your Policy  benefits based upon your Account Value.  If your
Account  Value is  insufficient,  your  Policy  may  terminate.  If the Net Cash
Surrender Value on a monthly  anniversary is less than the amount of that date's
monthly deduction, the Policy will be in default and a Grace Period will begin.

Determining the Account Value

On the Policy Date, your Account Value is equal to your initial Net Premium.  If
the Policy Date and the Issue Date are the same day, the Account  Value is equal
to your initial  premium,  less the premium  expenses  and monthly  deduction we
deduct.

On each Valuation Date thereafter, your Account Value is equal to:

o    Your Account Value held in the Subaccounts; and

o    Your Account Value held in the Guaranteed Account.

Your Account Value will reflect:

o    the premiums you pay;


                                       20

<PAGE>

o    the returns earned by the Subaccounts you select;

o    the interest credited on amounts allocated to the Guaranteed Account;

o    any loans or partial withdrawals; and

o    the Policy expenses we deduct.

Account  Value  in  the  Subaccounts.  We  measure  your  Account  Value  in the
Subaccounts  by the value of the  Subaccounts'  accumulation  units we credit to
your Policy.  When you allocate  premiums or transfer part of your Account Value
to a  Subaccount,  we  credit  your  Policy  with  accumulation  units  in  that
Subaccount.  The number of accumulation units equals the amount allocated to the
Subaccount  divided  by  that  Subaccount's  accumulation  unit  value  for  the
Valuation Date when the allocation is effected.

The number of Subaccount accumulation units we credit to your Policy will:

o    increase -- when Net Premium is  allocated to the  Subaccount,  amounts are
     transferred  to the  Subaccount  and loan  repayments  are  credited to the
     Subaccount.

o    decrease -- when the  allocated  portion of the monthly  deduction is taken
     from the Subaccount, a Policy loan is taken from the Subaccount,  an amount
     is transferred from the Subaccount, or a partial withdrawal,  including the
     partial withdrawal charges, is taken from the Subaccount.

Accumulation  Unit  Values.  A  Subaccount's  accumulation  unit value varies to
reflect the return of the  portfolio,  and may  increase  or  decrease  from one
Valuation Date to the next. We arbitrarily set the  accumulation  unit value for
each  Subaccount at $10 when the Subaccount  was  established.  Thereafter,  the
accumulation  unit  value  equals  the  accumulation  unit  value  for the prior
Valuation  Period  multiplied  by the net  investment  factor  for  the  current
Valuation Period.


                                       21

<PAGE>

Net Investment  Factor.  The net investment factor is an index we use to measure
the investment  return earned by a Subaccount  during a Valuation  Period. It is
based on the  change  in net asset  value of the  portfolio  shares  held by the
Subaccount,  and  reflects any  dividend or capital  gain  distributions  on the
portfolio  shares and the  deduction  of the daily  mortality  and expense  risk
charge.

Guaranteed  Account Value. On any Valuation Date, the Guaranteed Account portion
of your Policy's Account Value equals:

o    the total of all Net Premium, allocated to the Guaranteed Account, plus

o    any amounts transferred to the Guaranteed Account, plus

o    interest   credited  on  the  amounts  allocated  and  transferred  to  the
     Guaranteed Account, less

o    the amount of any transfers from the Guaranteed Account, less

o    the amount of any partial  withdrawals,  including  the partial  withdrawal
     charges, taken from the Guaranteed Account, and less

o    the allocated portion of the monthly deduction deducted from the Guaranteed
     Account, plus

o    the amount of the Loan Account.  If you take a Policy loan, we transfer the
     amount of the loan to the Loan Account held in the Guaranteed Account.  The
     value of your Loan Account includes  transfers to and from the Loan Account
     as you take and repay loans, and interest credited on the Loan Account.

Net  Account  Value.  The Net Account  Value on a Valuation  Date is the Account
Value less Outstanding Loans on that date.


                                       22

<PAGE>

Cash  Surrender  Value.  The Cash  Surrender  Value on a  Valuation  Date is the
Account  Value  reduced by any  surrender  charge  that would be assessed if the
Policy were surrendered on that date.

The amount you would receive on a Surrender of your Policy.

Net Cash Surrender  Value.  The Net Cash Surrender  Value on a Valuation Date is
equal to:

o    the Cash Surrender Value, less

o    the Outstanding Loan on that date.

Transfers

You may  transfer  Account  Value among the  Subaccounts  and to the  Guaranteed
Account after the Period to Examine and Cancel.  All transfer  requests,  except
for those  made under the  Dollar  Cost  Averaging,  Automatic  Rebalancing  and
Systematic Withdrawal programs, must satisfy the following requirements:

o    Minimum  amount of  transfer  -- You must  transfer  at least  $250 or, the
     balance in the Subaccount or the Guaranteed Account, if less;

o    Form of transfer request -- You must make a written request unless you have
     established prior  authorization to make telephone transfers or other means
     we make available;

o    Transfers from the Guaranteed  Account -- The maximum you may transfer in a
     Policy year is equal to 25% of your Guaranteed Account value that is not in
     the Loan  Account  on the most  recent  Policy  anniversary  reduced by all
     partial  withdrawals and transfers taken from the Guaranteed Account during
     that Policy year.

Date We Process Your Transfer Request.  We must receive your transfer request at
our Administrative Office. We process transfers on the same date we receive your
transfer request. We may, however,  defer transfers under the same conditions as
described in "When Proceeds Are Paid," page ___.


                                       23

<PAGE>

Number of Allowable Transfers/Transfer Fee. We do not currently limit the number
of transfers you may make. We will currently assess a $25 transfer fee, however,
for each transfer in excess of 12 during a Policy year. All transfers  processed
on the same business day will count as one transfer for purposes of  determining
the number of transfers you have made in a Policy year.  Transfers in connection
with the Dollar Cost Averaging and Automatic Rebalancing features will not count
against the 12 free transfers in a Policy year. We reserve the right to increase
or decrease the number of "free" transfers allowed in any Policy year.

Telephone  Transfers.  If you have  completed  an  authorization  form  allowing
telephone transfers,  you may request transfers by telephone.  Upon receipt of a
telephone   transfer   authorization   form,   we  will  issue  you  a  personal
identification  number. We confirm all telephone  transfers in writing.  We will
confirm  transfer  requests  received by fax before  processing them. You should
review  all  confirmations  to  determine  if there  have been any  unauthorized
transfers.

We will use reasonable  procedures to confirm that telephone  transfers requests
are  genuine.  We will not be  liable  for any  losses  due to  unauthorized  or
fraudulent instructions.

We reserve the right to suspend telephone  transfer  privileges at any time, for
some or all Policies.

Dollar Cost Averaging

Dollar Cost Averaging is a systematic method of investing at regular  intervals.
By investing at regular  intervals,  the cost of the securities is averaged over
time and perhaps over various market cycles.

You may request Dollar Cost Averaging.  Under this program we will automatically
transfer  monthly a portion  of your  Account  Value.  Unless  you give us other
instructions,  we will allocate the transfer as you have  specified in your most
current  premium  allocation  instructions.  However,  no  less  than  5% may be
allocated to any one Subaccount or to the Guaranteed  Account.  You may instruct
us to make the transfers from any  Subaccount or the Guaranteed  Account so long
the Subaccount or Guaranteed Account value is at least $1000.


                                       24

<PAGE>

Dollar Cost Averaging From a Subaccount. If you instruct us to
make the transfers from any Subaccount, you may request that we
transfer:

o    A specified dollar amount -- we will automatically  transfer this amount in
     accordance with your most current  premium  allocation  instructions  for a
     specified period until your Account Value in the transferring Subaccount is
     depleted.

o    A  specified  percentage--  we  will  automatically  transfer  a  specified
     percentage of the amount in the transferring  Subaccount in accordance with
     your most current premium  allocation  instructions  for a specified period
     until your Account Value in the transferring Subaccount is depleted.

You may allocate  additional  amounts into the  transferrring  Subaccount at any
time.

Dollar Cost  Averaging  From the  Guaranteed  Account.  You may request  that we
transfer your Account Value in the  Guaranteed  Account over a specified  period
not to exceed 24 months. We will transfer a portion of your Account Value in the
Guaranteed equal to one divided by the number of months remaining in the period.
For example, if you elect to transfer over a 12-month period, the first transfer
will be for 1/12,  the second  transfer will be for 1/11,  the third will be for
1/10 and so on until the end of the requested period. Additional amounts may not
be  allocated  to the  Guaranteed  Account for dollar cost  averaging  until all
amounts are depleted.

Dollar Cost Averaging  From the  Guaranteed  Account with Six Months Bonus Rate.
Premium  payments of at least $1,000 made in  connection  with the purchase of a
Policy are eligible for dollar cost averaging with a bonus rate of interest.  We
will credit the Net Premiums to the 6-month DCA Guaranteed Account.  This dollar
cost  averaging  option  must be  elected  at the time of  application  and only
applies to initial premium payments. We will transfer monthly, one-sixth of your
Account Value in the 6-month DCA Guaranteed Account over a period of six months.
The  sixth  transfer  from the 6- month  DCA  Guaranteed  Account  will  include
interest earnings for the six-month period.

During this period, we may credit an additional  interest rate over the interest
rate that we are crediting on allocations or transfers to the Guaranteed Account
made at that time.


                                       25

<PAGE>

If you terminate  the dollar cost  averaging  while your Account Value  includes
amounts in the 6-month DCA Guaranteed  Account,  we will transfer this amount to
the  Guaranteed  Account.  It will earn interest at the rate we are crediting on
allocations or transfers to the Guaranteed Account made at that time.

We  reserve  the  right  to  establish  transfer  limits  and  to  restrict  the
Subaccounts from which transfers may be made.

When we will Process  your  Automatic  Transfers.  We will begin to process your
automatic transfers:

o    If you requested the automatic  transfers  when you applied for your Policy
     -- on the first  monthly  anniversary  following  the end of the  Period to
     Examine and Cancel.

o    If you elect the option  after you  applied for the Policy -- on the second
     monthly   anniversary   following  the  receipt  of  your  request  at  our
     Administrative Office.

We will stop processing automatic transfers if:

o    The funds in the  transferring  Subaccount or the  Guaranteed  Account have
     been depleted;

o    We receive your written request at our Administrative Office to
     cancel future transfers;

o    We receive notification of death of the Insured; or

o    Your Policy goes into the Grace Period.

Dollar  Cost  Averaging  may lessen the  impact of market  fluctuations  on your
investment.  Using Dollar Cost Averaging does not guarantee  investment gains or
protect against loss in a declining market.


                                       26

<PAGE>

Automatic Rebalancing

We may offer an Automatic Rebalancing program to rebalance your Account Value to
match your allocation instructions.



                                                        27

<PAGE>

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

                                 Death Benefits

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

Life Insurance Proceeds

During  the  Policy  term,  we  will  pay the  Life  Insurance  Proceeds  to the
Beneficiary  after the Insured's death. To make payment,  we must receive at our
Administrative Office:

o    satisfactory proof of the Insured's death; and

o    return of the Policy.

The Beneficiary may receive the Life Insurance Proceeds in one lump sum or under
any other payment option.

Payment of Life  Insurance  Proceeds.  We will pay the Life  Insurance  Proceeds
generally within seven days after we receive the information we require. We will
pay the Life  Insurance  Proceeds  to the  Beneficiary  in one  lump sum or,  if
elected, under a payment option. Payment of the Life Insurance Proceeds may also
be affected by other provisions of the Policy.

We will  pay  interest  on the  Life  Insurance  Proceeds  from  the date of the
Insured's death to the date of payment as required by applicable state law.

Amount of Life Insurance Proceeds.  We will determine the Life
Insurance Proceeds as of the date of the Insured's death.  The Life
Insurance Proceeds will equal:

o    the death benefit amount  determined  according to the death benefit option
     selected; plus

o    any other benefits then due from riders to the Policy; minus

o    the Outstanding Loan, if any, and accrued loan interest; minus

o    any overdue monthly deductions if the Insured dies during a Grace Period.


                                       28

<PAGE>

Death Benefit Options

You may select from two death benefit options. They are:

Level Death Benefit Option.

o    Level Death Benefit Option

     The basic death benefit will be the greater of:

     (1) The Face Amount; or

     (2) Account Value at date of death  multiplied by the  appropriate  minimum
         death benefit factor

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

Increasing Death Benefit Option.

o    Increasing Death Benefit Option

     The basic death benefit will be the greater of:

     (1) The Face Amount plus the Account Value; or

     (2) Account Value at date of death  multiplied by the  appropriate  minimum
         death benefit factor.

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

Tax Qualification Options.

Section 7702 of the Code provides alternative testing procedures for meeting the
definition  of life  insurance.  Each Policy must qualify under one of these two
tests and you may  select the test we use for  ensuring  your  Policy  meets the
definition of life insurance.

Under both tests under Section 7702,  there is a minimum death benefit  required
at all times.  This is equal to the Account Value  multiplied by the appropriate
minimum death benefit  factor.  These  factors  depend on the tax  qualification
option and may be based on the Attained Ages, sex and rate class of the Insured.
A table of the applicable factors is located in the Policy.




                                       29

<PAGE>

The two tax qualification options are:

Guideline Premium/Cash Value Corridor Test.

o    Guideline  Premium/Cash Value Corridor Test. 

Cash  Value  Accumulation  Test.

o    Cash Value  Accumulation  Test.  This tax  qualification  option  should be
     considered if you want to maximize the premiums permitted for your Policy.

Once you have selected the tax qualification  option for your Policy, it may not
be changed.

Changes in Death Benefit Options

If you have  selected  the Level  Death  Benefit  Option  you may  change to the
Increasing  Death Benefit Option.  You may also change from the Increasing Death
Benefit Option to the Level Death Benefit Option.  

How to request a change.  

You may change your Death Benefit  Option by providing your Agent with a written
request or by writing us at our  Administrative  Office. We may require that you
submit satisfactory evidence of insurability to us.

If you request a change from the Level Death  Benefit  Option to the  Increasing
Death  Benefit  Option,  we will  decrease the Face Amount by an amount equal to
Your Account Value on the date the change takes effect.  However, we reserve the
right to decline to make such a change if it would  reduce the Face Amount below
the minimum Face Amount.

If you request a change from the  Increasing  Death Benefit  Option to the Level
Death  Benefit  Option,  we will  increase the Face Amount by an amount equal to
your  Account  Value on the date the change takes  effect.  Such  decreases  and
increases in the Face Amount are made so that the Life Insurance Proceeds remain
the same on the date the change takes effect.


                                       30

<PAGE>

Once approved,  we will issue new Policy  information pages and attach a copy of
your Application for Change. The change will take effect at the beginning of the
Policy  Month that  coincides  with or next  follows  the date we  approve  your
request.  We reserve the right to decline to make any changes  that we determine
would  cause  the  Policy  to  fail  to  qualify  as life  insurance  under  our
interpretation of the Code.

The change will take effect on the next monthly  anniversary that coincides with
or next follows the date we approve your request.

Changes in Face Amount

At any time after the first Policy  anniversary while the Policy is in force you
may  request  a change  in the Face  Amount.  We will not make a change  in Face
Amount that causes your Policy to fail to qualify as life insurance under of the
Code.

Increases in Face Amount. Any request for an increase:

o    Must be for at least $10,000.

o    May not be  requested  in the same  Policy  year as another  request for an
     increase.

o    May not be requested after the Insured is Attained Age 85.

A written application must be submitted to our Administration  Office along with
satisfactory  evidence  of  insurability.  You must  return the Policy so we can
amend the Policy to reflect  the  increase.  The  increase  in Face  Amount will
become  effective on the monthly  anniversary  on or next following the date the
increase  is  approved,  and the  Account  Value will be  adjusted to the extent
necessary to reflect a monthly  deduction as of the effective  date based on the
increase in Face Amount.


                                       31

<PAGE>

Decreases in Face Amount. Any request for a decrease:

o    Must be at least $1,000.

o    Must not  cause the Face  Amount  after  the  decrease  to be less than the
     minimum Face Amount at which we would issue a Policy.

o    And, during any one of the first five (5) Policy years, the Face Amount may
     not be decreased  by more than 20% of the initial Face Amount.  If the Face
     Amount is  decreased  during the first 10 Policy  years or within 10 Policy
     years of an increase in Face Amount, a surrender charge may be applicable.

Consequences  of a Change in Face Amount.  Both  increases and decreases in Face
Amount may impact the surrender charge. In addition,  an increase or decrease in
Face  Amount  may  impact  the  status  of the  Policy as a  modified  endowment
contract.  An  increase  in Face  Amount,  other than as a result of a scheduled
automatic  increase,  will  cause  the  termination  of the  Policy's  no- lapse
provision.

                                       32

<PAGE>



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

                     Cash Benefits During the Insured's Life

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

During the life of the  Insured,  your  Policy has cash  benefits  which you may
access within limits by taking loans, partial withdrawals or a surrender.

Policy Loans

You may  request a loan  against  your Policy at any time while the Policy has a
Net Cash  Surrender  Value.  We limit the minimum and maximum amount of loan you
may take.

o    Maximum Loan Amount

     -   During the First  Policy year -- The maximum loan amount is 50% of your
         Net Cash Surrender Value

     -   After the First Policy year -- The maximum loan amount
         is:

         *    Your Net Cash Surrender Value, less

         *    Interest to the next Policy anniversary on the loan
              amount you are currently requesting, less

         *    The  amount  we  calculate  for the  monthly  deductions  for each
              monthly anniversary up to the next Policy anniversary.

o    Minimum Loan Amount -- $500,  unless you take the loan under the systematic
     withdrawal program.


                                       33

<PAGE>

How to request a loan.

You must  submit a  written  request  for a loan to the  Administrative  Office.
Policy  loans will be  processed  as of the date we receive  the  request at our
Administrative  Office. Loan proceeds generally will be sent to you within seven
days.

Interest.  We charge interest daily on any Outstanding Loan at a declared annual
rate not in excess of 8%. The maximum net cost (the difference  between the rate
of interest we charge on Policy loans and the amount we credit on the equivalent
amount held in the Loan  Account) of a loan is 2% per year.  Interest is due and
payable at the end of each Policy year while a Policy  loan is  outstanding.  If
interest is not paid when due,  the amount of the  interest is added to the loan
and becomes part of the Outstanding Loan.

Loan Account. You may direct us to take an amount equal to the loan proceeds and
any  amount  attributed  to  unpaid  interest  from any  Subaccount  or from the
Guaranteed Account. Otherwise, we will withdraw this amount from each Subaccount
on a pro  rata  basis.  We  transfer  this  amount  to the Loan  Account  in the
Guaranteed Account.

When a loan is repaid, an amount equal to the repayment will be transferred from
the Loan Account to the  Subaccounts  and Guaranteed  Account in accordance with
your allocation percentages in effect at the time of repayment.

Effect of  Policy  Loan.  A Policy  loan,  whether  or not  repaid,  will have a
permanent  effect on the Life  Insurance  Proceeds and Account Value because the
investment results of the Subaccounts and current interest rates credited in the
Guaranteed  Account  will apply only to the  non-loaned  portion of the  Account
Value. The longer the loan is outstanding,  the greater this effect is likely to
be. Depending on the investment  results of the Subaccounts or credited interest
rates for the  Guaranteed  Account  while the Policy  loan is  outstanding,  the
effect could be favorable or unfavorable.

In addition,  loans from  modified  endowment  contracts  may be treated for tax
purposes as distributions of income.

If  the  Life  Insurance   Proceeds  become  payable  while  a  Policy  loan  is
outstanding,  the  Outstanding  Loan will be  deducted in  calculating  the Life
Insurance Proceeds.


                                       34

<PAGE>

If the  Outstanding  Loan  exceeds the Net Cash  Surrender  Value on any monthly
anniversary,  the Policy will be in default.  We will send you, and any assignee
of record,  notice of the default. You will have a 61-day Grace Period to submit
a sufficient  payment to avoid  termination.  The notice will specify the amount
that must be repaid to prevent termination.

Outstanding Loan. The Outstanding Loan on a Valuation Date equals:

o    All  Policy  loans  that have not been  repaid  (including  past due unpaid
     interest added to the loan), plus

o    accrued interest not yet due.

Loan Repayment.  You may repay all or part of your  Outstanding Loan at any time
while the Insured is living and the Policy is in force.  Loan repayments must be
sent to our Administrative Office and will be credited as of the date received.

Partial Withdrawals

Requirements for Partial Withdrawals.

You may  request  a  partial  withdrawal  at any time  after  the  first  Policy
anniversary. We do not have a limit on the number of partial withdrawals you may
make. We may limit the minimum and maximum amount of withdrawals.

o    Maximum Partial Withdrawal Amount -- Your Policy's Net Cash Surrender Value
     except that the  withdrawal may not cause the Policy Face Amount to be less
     than the required minimum Face Amount.

o    Minimum  Partial  Withdrawal  Amount  -- $250.  This  limit is  waived  for
     withdrawals under the systematic withdrawal program.


                                       35

<PAGE>

o    Maximum Partial Withdrawal from the Guaranteed Account -- during any Policy
     year you may only withdraw from the Guaranteed Account:

     *    25% of your  Guaranteed  Account value that is not in the Loan Account
          on the most recent Policy  anniversary  reduced by all transfers  from
          the Guaranteed Account during that Policy year.

     If you are a participant in the systematic  withdrawal program, the maximum
     partial withdrawal from the Guaranteed Account is the greater of:

     *   25% of your Guaranteed Account value that is not in the Loan Account on
         the most recent Policy  anniversary  reduced by all transfers  from the
         Guaranteed Account during that Policy year; or

     *   The maximum amount you may have  withdrawn from the Guaranteed  Account
         in any of the prior Policy years.

How to request a partial withdrawal.

You must submit a written request to our  Administrative  Office. We will reduce
your Account Value by the partial withdrawal amount plus any applicable charges.
When you request a partial  withdrawal,  you may direct us to take the requested
amount from any  Subaccount or from the  Guaranteed  Account.  If the Guaranteed
Account or Subaccount value is insufficient to withdraw the amount requested, we
will withdraw the difference from the remaining  Subaccounts on a pro rata basis
unless you have provided  specific  instructions to withdraw the amount from one
or several Subaccounts.

We will  process  partial  withdrawal  requests  as of the date we receive  your
written  request at our  Administrative  Office.  We will  generally pay partial
withdrawals within seven days.

Expenses for Partial Withdrawal.  We will deduct the applicable surrender charge
on a partial  withdrawal.  This charge will be deducted  from your Account Value
along with the amount requested to be surrendered and will be considered part of
the partial withdrawal (together,  the "partial withdrawal amount").  Currently,
we do not assess a processing  fee for the first four partial  withdrawals  each
Policy year. However, we reserve the right to assess a $25 processing charge for
each withdrawal.


                                       36

<PAGE>




Effect of Partial Withdrawal on your Face Amount. The Face Amount of your Policy
will also be reduced by the partial withdrawal amount if you selected the

o    Level Death Benefit Option; or

o    Cash Value Accumulation Test/Level Death Benefit Option.

We will reduce the Face Amount by the amount of the  partial  withdrawal  in the
following order:

1.   The most recent increase in the Face Amount, if any, will be reduced first.

2.   The next most recent  increases  in the Face Amount,  if any,  will then be
     successively decreased.

3. The initial Face Amount will then be decreased.

No partial  withdrawal  may be made that would  reduce the Face Amount below the
minimum Face Amount.

Partial withdrawals from your Policy may have tax consequences.

Systematic Withdrawal Program

You may access your Account Value by electing the systematic withdrawal program.
This  provision  allows  you to  automatically  receive  payments  on a monthly,
quarterly, semi-annual or annual basis.

You have the  option to switch to  borrowing  from  your  Account  Value  once a
specified  amount of withdrawals has been reached.  You may also elect to borrow
the  interest  due on your  outstanding  loan  balance in order to  continue  to
receive a steady stream of income.

Some withdrawals may be taxable.


                                       37

<PAGE>

Surrendering the Policy for Net Cash Surrender Value

You may surrender  your Policy at any time for its Net Cash  Surrender  Value by
submitting  a written  request to our  Administrative  Office.  We will  require
return of the Policy.  A surrender charge may apply. We will process a surrender
request  as of the  date we  receive  your  written  request  and  all  required
documents.  Your surrender request generally will be paid within seven days. The
Net Cash  Surrender  Value  may be taken  in one sum or it may be  applied  to a
payment  option.  Your Policy will  terminate  and cease to be in force if it is
surrendered for one sum. It cannot later be reinstated.



                                       38

<PAGE>

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

                          Payment Options for Benefits

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

The Policy offers a wide variety of optional ways of receiving  proceeds payable
under the Policy, such as on a surrender or death, other than in a lump sum. Any
agent  authorized  to sell this Policy can explain  these  options upon request.
None of these options vary with the investment performance of a separate account
because they are all forms of guaranteed benefit payments.



                                       39

<PAGE>

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

                             Expenses of the Policy

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

Periodically,  we will deduct  expenses  related to your Policy.  We will deduct
these:

o    from premiums, Account Value and from Subaccount assets;
     and

o    upon certain transactions.

The amount of these  expenses are described in your Policy as either  guaranteed
or current.  We will never charge more than the guaranteed amount. We may in our
discretion deduct on a current basis less than the guaranteed amount.

Deductions From Premiums

We will deduct up to a maximum of 8% from each premium  payment.  This charge is
intended to provide for state premium  taxes,  DAC taxes and for other  expenses
associated with acquiring and servicing a Policy.

Monthly Deductions From Account Value

On the Policy Date and each monthly anniversary thereafter,  we make a deduction
from the Account Value.  The amount deducted on the Issue Date is for the Policy
Date and any monthly  anniversaries that have elapsed since the Policy Date. For
this purpose, the Policy Date is treated as a monthly anniversary.

We will deduct on each monthly anniversary charges for:

o    The administration of your Policy.

o    The cost of insurance for your Policy.


                                       40

<PAGE>




o    The acquisition and underwriting costs of your Policy.

o    The cost of any supplemental benefit riders.

If you  elect,  we will take the  monthly  deductions  from your  Account  Value
allocated to the Cash Management Subaccount or Guaranteed Account. Otherwise, we
will take the monthly deductions from each Subaccount on a pro rata basis.

Administrative  Charge.  This charge compensates us for administrative  expenses
associated  with the Policy and the Separate  Account.  These expenses relate to
premium billing and collection, record keeping, processing claims, Policy loans,
Policy  changes,  reporting  and overhead  costs,  processing  applications  and
establishing Policy records.  This charge will be no more than $15 per month for
all Policy years. We may reduce this charge after five years, but it will not be
less than $7.50 per month.

Cost of Insurance  Charge.  This charge  compensates us for providing  insurance
coverage.  The charge depends on a number of factors,  such as Attained Age, sex
and rate class of the Insured, and therefore will vary from Policy to Policy and
from  month  to  month.  For any  Policy  the  cost of  insurance  on a  monthly
anniversary  is calculated  by  multiplying  the cost of insurance  rate for the
Insured by the Net Amount at Risk under the Policy on that monthly  anniversary.
Net Amount at Risk. The Net Amount at Risk is calculated as (a) minus (b) where:

     (a)  is the current Life Insurance  Proceeds at the beginning of the Policy
          month divided by 1.0032737; and

     (b)  is the current total Account Value.


                                       41

<PAGE>

Rate Classes for Insureds.  We currently rate Insureds in one of following basic
rate classifications, based on our underwriting:

o     preferred nonsmoker;

o     standard plus nonsmoker;

o     standard nonsmoker;

o     smoker;

o     substandard for those involving a higher mortality risk.

We place the  Insured  in a rate  class  when we issue the  Policy  based on our
underwriting determination. This original rate class applies to the initial Face
Amount.  When an increase in Face Amount is requested,  we conduct  underwriting
before  approving  the increase  (except as noted below) to determine  whether a
different  rate  class  will  apply to the  increase.  If the rate class for the
increase has a lower  guaranteed  cost of insurance rates than the original rate
class,  the rate class for the increase also will be applied to the initial Face
Amount.  If the rate  class for the  increase  has a higher  guaranteed  cost of
insurance  rates than the original  rate class,  the rate class for the increase
will apply only to the increase in Face Amount, and the original rate class will
continue to apply to the initial Face Amount.

If there have been  increases in the Face Amount,  we may use different  cost of
insurance rates for the increased  portions of the Face Amount.  For purposes of
calculating  the  cost of  insurance  charge  after  the  Face  Amount  has been
increased,  the Account  Value will be applied to the initial  Face Amount first
and then to any subsequent  increases in Face Amount. If at the time an increase
is  requested,  the  Account  Value  exceeds  the  initial  Face  Amount (or any
subsequently  increased Face Amount) divided by 1.0032737,  the excess will then
be applied to the  subsequent  increase  in Face  Amount in the  sequence of the
increases.

In order to maintain  the Policy in  compliance  with  Section 7702 of the Code,
under certain circumstances an increase in Account Value will cause an automatic
increase in the Life  Insurance  Proceeds.  The  Attained Age and rate class for
such increase will be the same as that used for the most recent increase in Face
Amount  (that has not been  eliminated  through a  subsequent  decrease  in Face
Amount).


                                       42

<PAGE>

The  guaranteed  cost of insurance  charges at any given time for a  substandard
policy with flat extra charges will be based on the  guaranteed  maximum cost of
insurance rate for the policy (including table rating multiples, if applicable),
the  current  Net  Amount at Risk at the time the  deduction  is made,  plus the
actual dollar amount of the flat extra charge.

Our current cost of insurance rates may be less than the guaranteed  rates.  Our
current cost of insurance rates will be determined  based on our expectations as
to future mortality, investment, expense and persistency experience. These rates
may change  from time to time.  In our  discretion,  the  current  charge may be
increased in any amount up to the maximum guaranteed charge shown in the table.

Cost of  insurance  rates  (whether  guaranteed  or current) for an Insured in a
nonsmoker  risk class are generally  lower than rates for an Insured of the same
age and sex in a smoker risk class. Cost of insurance rates (whether  guaranteed
or  current)  for an Insured in a nonsmoker  or smoker risk class are  generally
lower than rates for an Insured of the same age and sex and smoking  status in a
substandard risk class.

Legal Considerations  Relating to Sex-Distinct Premiums and Benefits.  Mortality
tables for the Policy  generally  distinguish  between males and females.  Thus,
premiums and benefits  under the Policy  covering  males and females of the same
age will generally differ.

We do,  however,  also  offer the  Policy  based on unisex  mortality  tables if
required by state law. Employers and employee organizations considering purchase
of a Policy should consult their legal advisers to determine whether purchase of
a Policy based on sex-distinct  actuarial tables is consistent with Title VII of
the Civil Rights Act of 1964 or other applicable law. Upon request, we may offer
the Policy with unisex mortality tables to such prospective purchasers.

Acquisition Expense. We will make a deduction from your Policy Account Value for
expenses  associated with the acquisition and  underwriting  costs to issue your
Policy.  This charge will vary based on the Insured's  Age, sex, rate class.  We
deduct an amount per $1,000 of Face Amount as shown in Appendix A. The charge is
assessed for the first five Policy years and for the first five years  following
a Face Amount increase on the increased Face Amount.


                                       43

<PAGE>

Deduction From Subaccount Assets

Mortality  and Expense Risk  Charge.  We deduct a daily charge from your Account
Value in the Subaccounts for assuming certain  mortality and expense risks under
the  Policy.  This  charge  does not apply to the  amounts  you  allocate to the
Guaranteed  Account.  The  guaranteed and current charge is at an annual rate of
0.90% of the  subaccount  assets.  Although,  the  charge  may be  increased  or
decreased at the sole discretion of the Company,  it is guaranteed not to exceed
an  annual  rate of  0.90% of your  Account  Value  in the  Subaccounts  for the
duration of a Policy.

The mortality  risk we assume is that the Insureds under a Policy may die sooner
than  anticipated,  and  therefore  we  will  pay an  aggregate  amount  of Life
Insurance Proceeds greater than anticipated.  The expense risk we assume is that
expenses  incurred in issuing and  administering  all  Policies and the Separate
Account  will  exceed  the  amounts  realized  from the  administrative  charges
assessed against all Policies.

Deductions Upon Policy Transactions

Transfer  Charge.  We currently  impose a $25 transfer charge on any transfer of
Account Value among the Subaccounts and the Guaranteed  Account in excess of the
12 free transfers  permitted each Policy year. If the charge is imposed, we will
deduct it from the amount requested to be transferred  before  allocation to the
new Subaccount(s) and shown in the confirmation of the transaction.

Surrender  Charge.  If the Policy is  surrendered or there is a decrease in Face
Amount during the first 10 Policy years, we will deduct a surrender charge based
on the initial Face Amount. If a Policy is surrendered or there is a decrease in
Face Amount  within 10 years after an increase in Face Amount,  we will deduct a
surrender charge based on the increase in Face Amount. The surrender charge will
be deducted before any surrender proceeds are paid.

Surrender Charge Calculation.  In general,  the surrender charge is based on the
premiums  you pay. The  Surrender  Charge will be no greater than the product of
(1) times (2) times (3) where:

(1)  is equal to the Face Amount divided by $1,000;


                                       44

<PAGE>

(2)  is equal to a surrender  charge  factor per $1,000  based on the  Insured's
     Age, sex and underwriting class; and

(3)  is equal to the Policy duration factor as described in the following table:

            Policy                    Policy Duration
            Duration                  Factor

               1......................   100%

               2......................   100%

               3......................   100%

               4......................   100%

               5......................   100%

               6......................    80%

               7......................    60%

               8......................    40%

               9......................    20%

             10+......................     0%



The sum of (1) and (2)  will be  capped  at a  level  not to  exceed  a  maximum
surrender charge based on a rate per $1,000 of Face Amount. A table of surrender
charge factors per $1,000 of Face Amount is shown in Appendix A.

Surrender Charge Based On An Increase Or Decrease In Face Amount. An increase in
Face Amount of the Policy will result in an additional  surrender  charge during
the 10 Policy years immediately following the increase. The additional surrender
charge  period will begin on the  effective  date of the  increase.  If the Face
Amount of the Policy is reduced before the end of the 10th Policy year or within
10 years immediately  following a Face Amount increase, we may also deduct a pro
rata  share  of  any  applicable  surrender  charge  from  your  Account  Value.
Reductions  will first be applied  against the most recent  increase in the Face
Amount of the  Policy.  They will then be  applied  to prior  increases  in Face
Amount of the Policy in the reverse  order in which such  increases  took place,
and then to the initial Face Amount of the Policy.


                                       45

<PAGE>

Partial Surrender Charges. We may deduct a partial surrender charge:

o    upon a partial withdrawal; and

o    If you decreased your Policy Face Amount.

We deduct the partial  surrender  charge from the  Subaccounts or the Guaranteed
Account  in the same  proportion  as we  deduct  the  amounts  for your  partial
withdrawal.

Partial  Surrender Charge Due to A Decrease in Face Amount.  We deduct an amount
equal to the applicable  surrender charge multiplied by a fraction (equal to the
decrease  in Face Amount  divided by the Face Amount of the Policy  prior to the
decrease).

Partial  Withdrawal  Administrative  Charge.  We reserve  the right to deduct an
administrative  charge  upon  a  partial  withdrawal  of up to $25  per  partial
withdrawal.  Currently,  we do not assess an administrative charge for the first
four partial withdrawals per Policy year.

Discount Purchase Programs

The amount of the  surrender  charge and other  charges  under the Policy may be
reduced or  eliminated  when sales of the Policy are made to  individuals  or to
groups  of  individuals  in a manner  that in our  opinion  results  in  expense
savings. For purchases made by officers, directors and employees of the Company,
an  affiliate,  or any  individual,  firm,  or a company  that has  executed the
necessary  agreements to sell the Policy,  and members of the immediate families
of such  officers,  directors,  and  employees,  we may reduce or eliminate  the
surrender  charge.  Any  variation in charges  under the Policy,  including  the
surrender  charge,  administrative  charge or mortality and expense risk charge,
will  reflect  differences  in  costs  or  services  and  will  not be  unfairly
discriminatory.

                                       46

<PAGE>

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

                        Supplemental Benefits and Riders

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

We intend to make available certain  supplemental  benefits and riders which may
be issued with the Policy. Any monthly charges for these  supplemental  benefits
and riders, as listed below, will be deducted from the Policy Account Value.

Accelerated Benefit Rider (ABR)

Accidental Death Benefit Rider (ADB)

Additional Purchase Option Rider (APO)

Automatic Increase Benefit (AIB)

Guaranteed Minimum Death Benefit (GMDB)

Child's Term Rider (CTR)

Other Insured Term Rider (OIR)

Primary Insured Rider (PIR)

Waiver of Monthly Deductions (WMD)

Waiver of Specified Premium (WSP)







                                       47

<PAGE>

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

                             Other Policy Provisions

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

Right to Exchange or Convert

You may exchange or convert this Policy to a flexible premium fixed benefit life
insurance  policy on the life of the Insured,  without evidence of insurability.
This exchange may be made:

(a)  within 24 months after the Issue Date while the Policy is in force;

(b)  within 24 months of any increase in Face Amount of the Policy; or

(c)  within 60 days of the effective date of a material change in the investment
     policy  of a  Subaccount,  or within  60 days of the  notification  of such
     change,  if later.  In the event of such a change,  we will  notify you and
     give you information on the options available.

When an exchange or  conversion  is  requested,  we  accomplish  the exchange by
transferring  all of the Account Value to the  Guaranteed  Account.  There is no
charge for this  transfer.  Once this option is  exercised,  the entire  Account
Value must remain in the  Guaranteed  Account for the remaining  life of the new
policy.  The Face  Amount  in  effect at the time of the  exchange  will  remain
unchanged.  The  Effective  Date,  Issue Date and Issue Age of the Insured  will
remain  unchanged.  The  Owner  and  Beneficiary  are the same as were  recorded
immediately before the exchange.

Limits on our Rights to Contest the Policy

Incontestability.  We will not  contest  the  Policy  after it has been in force
during the Insured's lifetime for two years from the Issue Date. Any increase in
the Face Amount will be  incontestable  with respect to  statements  made in the
evidence of insurability  for that increase after the increase has been in force
during the life of the  Insured for two years  after the  effective  date of the
increase.


                                       48

<PAGE>

Suicide Exclusion.  If the Insured commits suicide (while sane or insane) within
two years (unless  otherwise  specified by state law) after the Issue Date,  our
liability will be limited to the payment of a single sum. This sum will be equal
to the premiums  paid,  minus any loan and accrued  loan  interest and minus any
partial  withdrawal and minus the cost of any riders attached to the Policy.  If
the Insured  commits  suicide  (while sane or insane)  within two years  (unless
otherwise specified by state law) after the effective date of an increase in the
Face Amount,  then our liability as to the increase in amount will be limited to
the payment of a single sum equal to the monthly  cost of  insurance  deductions
made for such increase plus the expense charge deducted for the increase.

Changes in the Policy or Benefits

Misstatement of Age or Sex. If an Insured's age or sex has been misstated in the
Policy, the Life Insurance Proceeds and any benefits provided by riders shall be
those which would be purchased at the then current cost of insurance  charge for
the correct age and sex.

Other  Changes.  At any time we may  make  such  changes  in the  Policy  as are
necessary  to  assure  compliance  at all  times  with  the  definition  of life
insurance  prescribed by the Code or to make the Policy  conform with any law or
regulation issued by any government agency to which it is subject.

When Proceeds Are Paid

We will ordinarily pay any Life Insurance Proceeds,  loan proceeds or partial or
full surrender  proceeds  within seven days after receipt at our  Administrative
Office of all the required  documents.  Other than the Life Insurance  Proceeds,
which is determined as of the date of death, the amount will be determined as of
the date of  receipt  of  required  documents.  However,  we may delay  making a
payment or processing a transfer request if:

     (1)  the  disposal or valuation  of the  Separate  Account's  assets is not
          reasonably  practicable  because the New York Stock Exchange is closed
          for other than a regular holiday or weekend,  trading is restricted by
          the SEC, or the SEC declares that an emergency exists; or


                                       49

<PAGE>

     (2)  the SEC by order permits postponement of payment for your protection.

In addition we may delay making deductions from the Guaranteed Account.

Reports to Owners

You will receive a confirmation within seven days of the transaction of:

o    the receipt of any unplanned  premium (and any premium  received before the
     Issue Date);

o    any change of allocation of premiums;

o    any transfer between Subaccounts;

o    any loan, interest repayment, or loan repayment;

o    any partial withdrawal;

o    any return of premium  necessary to comply with applicable  maximum receipt
     of any premium payment;

o    any exercise of your right to cancel;

o    an exchange of the Policy;

o    full surrender of the Policy; or

o    payment of the Life Insurance Proceeds under the Policy.


                                       50

<PAGE>

Within  30 days  after  each  Policy  anniversary  we will  send  you an  annual
statement.  The  statement  will  show the  Life  Insurance  Proceeds  currently
payable,   and  the  current  Account  Value,  Cash  Surrender  Value,  and  the
Outstanding  Loan.  The  statement  will also show  premiums  paid,  all charges
deducted during the Policy year, and all transactions.  We will also send to you
annual and semi-annual reports of the Separate Account.

Assignment

You may assign the Policy in accordance with its terms on a form provided by us.
We will not be deemed to know of an assignment  unless we receive a copy of this
assignment form at our  Administrative  Office. We assume no responsibility  for
the validity or  sufficiency  of any  assignment.  Any assignment or pledge of a
modified  endowment  contract as  collateral  for a loan may result in a taxable
event.

Reinstatement

If the Policy has ended without value,  you may reinstate  Policy benefits while
the Insured is alive if you:

1.   Request  reinstatement  of Policy  benefits  within three (3) years (unless
     otherwise specified by state law) from the end of the Grace Period;

2.   Provide evidence of insurability satisfactory to us;

3.   Make a payment of an amount sufficient to cover (i) the total
     monthly administrative charges from the beginning of the
     Grace Period to the effective date of reinstatement; (ii) total
     monthly deductions for three (3) months, calculated from the
     effective date of reinstatement; and (iii) the premium expense
     charge and any increase in surrender charges associated with
     this payment.  We will determine the amount of this required
     payment as if no interest or investment performance were
     credited to or charged against your Account Value; and

4.   Repay or  reinstate  any Policy  loan which  existed on the date the Policy
     ended.


                                       51

<PAGE>

The  effective  date of the  reinstatement  of Policy  benefits will be the next
monthly  anniversary  which  coincides  with or next follows the date we approve
your request. From the required payment we will deduct the premium expenses. The
Account  Value,   Policy  loan  and  surrender  charges  that  will  apply  upon
reinstatement will be those that were in effect on the date the Policy lapsed.

We will  start to make  monthly  deductions  again as of the  effective  date of
reinstatement. The monthly expense charge from the beginning of the Grace Period
to the effective date of  reinstatement  will be deducted from the Account Value
as of the effective date of reinstatement. No other charges will accrue for this
period.


                                       52

<PAGE>

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

                             Performance Information

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

From time to time we may  advertise the "total  return" and the "average  annual
total return" of the  Subaccounts  and the Funds.  Both total return and average
total return  figures are based on  historical  earnings and are not intended to
indicate future
performance.

"Total  Return" for a portfolio  refers to the total of the income  generated by
the portfolio net of total portfolio  operating  expenses plus capital gains and
losses, realized or unrealized. "Total Return" for the Subaccounts refers to the
total of the income generated by the portfolio net of total portfolio  operating
expenses  plus  capital  gains  and  losses,  realized  or  unrealized,  and the
mortality and expense risk charge.  "Average  Annual Total Return"  reflects the
hypothetical  annually  compounded  return  that  would have  produced  the same
cumulative return if a Fund's  portfolio's or Subaccount's  performance had been
constant over the entire  period.  Because  average annual total returns tend to
smooth out variations in the return of the  portfolio,  they are not the same as
actual year-by-year results.

The  performance  information  set forth in Appendix B reflects the total of the
income generated by the portfolio net of the total portfolio operating expenses,
plus capital gains and losses,  realized or unrealized.  The performance results
do not reflect: monthly deductions; cost of insurance;  surrender charges; sales
loads;  DAC taxes;  and any state or local premium taxes.  If these charges were
included, the total return figures would be lower.


                                       53

<PAGE>

Performance  information may be compared, in reports and promotional literature,
to: (i) the Standard & Poor's 500 Stock Index ("S&P 500"),  Dow Jones Industrial
Average  ("DJIA"),  Shearson  Lehman  Aggregate  Bond  Index or other  unmanaged
indices so that  investors  may compare the  Subaccount  results with those of a
group of unmanaged  securities widely regarded by investors as representative of
the securities  markets in general;  (ii) other groups of variable life separate
accounts or other investment products tracked by Lipper Analytical  Services,  a
widely  used  independent  research  firm  which  ranks  mutual  funds and other
investment products by overall performance,  investment objectives,  and assets,
or tracked by other  services,  companies,  publications,  or  persons,  such as
Morningstar,  Inc., who rank such investment  products on overall performance or
other  criteria;  or (iii) the Consumer Price Index (a measure for inflation) to
assess the real rate of return from an investment in the  Subaccount.  Unmanaged
indices may assume the  reinvestment  of dividends  but generally do not reflect
deductions for administrative and management costs and expenses.

We may provide in advertising, sales literature,  periodic publications or other
materials  information on various  topics of interest to Owners and  prospective
Owners. These topics may include the relationship between sectors of the economy
and the  economy  as a whole  and its  effect  on  various  securities  markets,
investment  strategies and techniques (such as value  investing,  market timing,
dollar cost  averaging,  asset  allocation,  constant ratio transfer and account
rebalancing),  the advantages and disadvantages of investing in tax-deferred and
taxable investments,  customer profiles and hypothetical purchase and investment
scenarios,  financial management and tax and retirement planning, and investment
alternatives  to  certificates  of  deposit  and  other  financial  instruments,
including  comparisons  between the Policy and the characteristics of and market
for such financial instruments.

Total  return  data may be  advertised  based  on the  period  of time  that the
portfolios  have been in  existence.  The  results  for any period  prior to the
Policy being offered will be calculated as if the Policy had been offered during
that period of time,  with all  charges  assumed to be those  applicable  to the
Policy.  Performance  information  for any  Subaccount in any  advertising  will
reflect only the  performance  of a  hypothetical  investment in the  Subaccount
during  the  particular  time  period  on  which  the  calculations  are  based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies, characteristics and quality


                                       54

<PAGE>

of the  portfolio  in which the  Subaccount  invests  and the market  conditions
during the given time period,  and should not be considered as a  representation
of what may be achieved in the future.  Actual  returns may be more or less than
those shown in any advertising and will depend on a number of factors, including
the  investment  allocations by an Owner and the different  investment  rates of
return for the portfolios.











                                       55

<PAGE>

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

                        Federal Income Tax Considerations

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

The following summarizes the current federal income tax law that applies to life
insurance in general.  This summary does not cover all situations.  This summary
is based  upon our  understanding  of the  current  federal  income tax laws and
current  interpretations  by the Internal  Revenue  Service.  We cannot  predict
whether the Code will  change.  You should  speak to a competent  tax adviser to
discuss  how the  purchase of a Policy and the  transactions  you make under the
Policy will impact your federal tax liability.

Tax Status of the Policy

A Policy has  certain  tax  advantages  when it is treated as a "life  insurance
contract"  under the Code. We believe that the Policy meets the  definition of a
life  insurance  contract under Section 7702 of the Code. You bear the risk that
the Policy may not meet the definition of a life insurance contract.  You should
consult your own tax advisers to discuss these risks.

The Company

We are  taxed as a life  insurance  company  under  the Code.  For  federal  tax
purposes,  the Separate  Account and its operations are considered to be part of
our operations and are not taxed separately.

Diversification and Investor Control

The  Code  requires  that  we  diversify  the  investments  underlying  variable
insurance  contracts.  If the investments  are not properly  diversified and any
remedial  period has passed,  Section 817(h) of the Code provides in general the
contract is immediately disqualified from treatment as a life insurance contract
for  federal  income  tax  purposes.  Disqualification  of the  Policy as a life
insurance  contract  would  result in taxable  income to you at the time that we
allocate any earnings to your Policy.  You would have taxable income even though
you have not received any payments under the Policy.


                                       56

<PAGE>

To the extent that any segregated  asset account with respect to a variable life
insurance  contract  invests  exclusively  in  securities  issued  by  the  U.S.
Treasury, the diversification  standard is satisfied. A segregated asset account
underlying  life  insurance  contracts  such as the  Policy  will  also meet the
diversification requirements if, as of the close of each quarter:

     o    the  regulated  investment  companies  in which the  segregated  asset
          account  invest  satisfy the  diversification  requirements  described
          below; and

     o    not more than 55 percent of the value of the assets of the account are
          attributable   to  cash  and  cash  items   (including   receivables),
          Government  securities  and securities of other  regulated  investment
          companies.

Alternatively, the diversification requirements may be met for each if:

     o    no more than 55% of the value of the total assets of the  portfolio is
          represented by any one investment;

     o    no more than 70% of the value of the total assets of the  portfolio is
          represented by any two investments;

     o    no more than 80% of the value of the total assets of the  portfolio is
          represented by any three investments; and

     o    no more than 90% of the value of the total assets of the  portfolio is
          represented by any four investments.

There are several ways for investments to meet the diversification requirements.
Generally, each United States government agency or instrumentality is treated as
a separate issuer under these rules.

All securities of the same issuer are generally treated as a single investment.

We intend that each portfolio in which the Subaccounts invest will be managed by
its investment adviser in compliance with these diversification requirements.


                                       57

<PAGE>

A variable life  insurance  policy could fail to be treated as a life  insurance
contract  for tax  purposes if the owner of the policy has such control over the
investments  underlying the policy (e.g., by being able to transfer values among
subaccounts with only limited  restrictions) so as to be considered the owner of
the underlying investments.  There is some uncertaintly on this point because no
guidelines have been issued by the Treasury  Department.  If and when guidelines
are issued, we may be required to impose limitations on you're rights to control
investment  designations  under  the  Policy.  We do not know  whether  any such
guidelines will be issued or whether any such guidelines  would have retroactive
effect. We, therefore,  reserve the right to make changes that we deem necessary
to insure that the Policy qualifies as a life insurance contract.

Tax Treatment of the Policy

Section 7702 of the Code sets forth a detailed  definition  of a life  insurance
contract for federal tax purposes.  The Treasury Department has not issued final
regulations  so that the extent of the official  guidance as to how Section 7702
is to be applied is quite limited.  If a Policy were determined not to be a life
insurance  contract for purposes of Section 7702,  that Policy would not qualify
for the favorable tax treatment normally provided to a life insurance contract.

With  respect to a Policy  issued on the basis of a  standard  rate  class,  the
Company believes that such a Policy should meet the Section 7702 definition of a
life insurance contract.

With respect to a Policy that is issued on a substandard  basis (i.e., a premium
class involving higher than standard  mortality risk),  there is less certainty,
in particular as to how the mortality and other expense  requirements of Section
7702 are to be applied in determining whether such a Policy meets the definition
of a life  insurance  contract set forth in section 7702.  Thus, it is not clear
that such a Policy would satisfy  Section 7702,  particularly if the you pay the
full amount of premiums permitted under the Policy.

If  subsequent  guidance  issued under  Section 7702 leads us to conclude that a
Policy does not (or may not) satisfy Section 7702, we will take  appropriate and
necessary steps for the purpose of bringing the policy into  compliance,  but we
can give no  assurance  that it will be  possible  to achieve  that  result.  We
expressly reserve the right to restrict Policy transactions if we determine such
action to be necessary to qualify the Policy as a life insurance contracts under
Section 7702.


                                       58

<PAGE>

Tax Treatment of Policy Benefits In General

This  discussion  assumes  that each  Policy  will  qualify as a life  insurance
contract for federal  income tax purposes under Section 7702. The Life Insurance
Proceeds  under the Policy  should be excluded  from the taxable gross income of
the Beneficiary.  In addition,  the increases in a Policy's Account Value should
not be taxed  until  there has been a  distribution  from the  Policy  such as a
surrender, partial surrender or lapse with loan.

Pre-Death Distribution

The tax treatment of any  distribution  you receive  before the insured's  death
depends on whether the Policy is classified as a modified endowment contract.

Policies Not Classified as Modified Endowment Contracts

     o    If you  surrender  the  Policy or allow it to  lapse,  you will not be
          taxed  except to the extent the amount you receive is in excess of the
          premiums you paid less the untaxed  portion of any prior  withdrawals.
          For this purpose,  you will be treated as receiving any portion of the
          cash surrender  value used to repay Policy debt. The tax  consequences
          of a  surrender  may differ if you take the  proceeds  under an income
          payment settlement option.

     o    Generally,  you will be taxed on a withdrawal to the extent the amount
          you  receive  exceeds  the  premiums  you paid for the Policy less the
          untaxed portion of any prior withdrawals.  However, under some limited
          circumstances,  in the first 15 Policy  years,  all or a portion  of a
          withdrawal  may be taxed if the cash value exceeds the total  premiums
          paid less the untaxed portions of any prior withdrawals, even if total
          withdrawals do not exceed total premiums paid.

     o    Extra premiums for optional benefits and riders generally do not count
          in  computing  the  premiums  paid for the Policy for the  purposes of
          determining whether a withdrawal is taxable.

     o    Loans you take against the Policy are  ordinarily  treated as debt and
          are not considered distributions subject to tax.


                                       59

<PAGE>

Modified Endowment Contracts

     o    The rules change if the Policy is classified  as a modified  endowment
          contract  (or  "MEC").  The  Policy  could be  classified  as a MEC if
          premiums  substantially in excess of scheduled  premiums are paid or a
          decrease in the face amount of insurance is made (or a rider removed).
          The addition of a rider or an increase in the face amount of insurance
          may also  cause the  Policy to be  classified  as a MEC.  The rules on
          whether a Policy will be treated as a MEC are very  complex and cannot
          be fully described in this summary. You should consult a qualified tax
          adviser  to  determine  whether a Policy  transaction  will  cause the
          Policy to be  classified  as a MEC.  [We will  monitor your Policy and
          will take steps  reasonably  necessary to notify you on a timely basis
          if your Policy is in jeopardy of becoming a MEC.]

     o    If the Policy is  classified  as a MEC, then amounts you receive under
          the  Policy  before  the   insured's   death,   including   loans  and
          withdrawals,  are included in income to the extent that the cash value
          before  surrender  charges  exceeds the  premiums  paid for the Policy
          increased by the amount of any loans previously included in income and
          reduced by any  untaxed  amounts  previously  received  other than the
          amount of any loans excludible from income.  An assignment of a MEC is
          taxable  in  the  same  way.  These  rules  also  apply  to  pre-death
          distributions, including loans, made during the two-year period before
          the time that the Policy became a MEC.

     o    Any  taxable  income  on  pre-death   distributions   (including  full
          surrenders)  is  subject  to a penalty  of 10%  unless  the  amount is
          received on or after age 59 1/2, on account of your becoming  disabled
          or as a life  annuity.  It is  presently  unclear  how the penalty tax
          provisions apply to the Policies owned by businesses.

     o    All MECs issued by us to you during the same calendar year are treated
          as a single Policy for purposes of applying these rules.


                                       60

<PAGE>

Interest on Policy Loans.  Except in special  circumstances,  interest paid on a
loan under a Policy  which is owned by an  individual  is  treated  as  personal
interest under the Code and thus will not be tax  deductible.  In addition,  the
deduction  of interest  that is  incurred on any loan under a Policy  owned by a
taxpayer and covering the life of any  individual  who is an officer or employee
of or who is financially  interested in the business carried on by that taxpayer
may also be  subject  to certain  restrictions  set forth in Section  264 of the
Code.  Before taking a Policy loan,  you should  consult a tax adviser as to the
tax  consequences  of such a loan.  (Also  Section 264 of the Code may  preclude
business Owners from deducting premium payments.)

Policy Exchanges and Modifications. Depending on the circumstances, the exchange
of a Policy,  a change in the Policy's  death benefit  option,  a Policy loan, a
partial surrender, a surrender,  a change in ownership,  or an assignment of the
Policy may have federal income tax consequences. In addition, the federal, state
and local transfer, and other tax consequences of ownership or receipt of Policy
proceeds will depend on the circumstances of each Owner or Beneficiary.

Withholding.  We are  required to withhold  federal  income taxes on the taxable
portion of any amounts  received  under the Policy  unless you elect to not have
any  withholding  or in certain  other  circumstances.  You are not permitted to
elect out of withholding if you do not provide a social security number or other
taxpayer identification number. Special withholding rules apply to payments made
to non-resident aliens.

You are liable for payment of federal income taxes on the taxable portion of any
amounts  received  under the Policy.  You may be subject to penalties  under the
estimated  tax rules if your  withholding  and  estimated  tax  payments are not
sufficient.

Generation Skipping Transfer Tax. A transfer of the Policy or the designation of
a beneficiary  who is either 37 1/2 years younger than the Owner or a grandchild
of the Owner may have generation skipping transfer tax consequences.

Contracts  Issued in  Connection  With Tax  Qualified  Pension  Plans.  Prior to
purchase of a Policy in connection with a qualified plan, you should examine the
applicable  tax rules  relating to such plans and life  insurance  thereunder in
consultation with a qualified tax adviser.


                                       61

<PAGE>

Possible Charge for the Company's Taxes

At the present  time,  we do not deduct any charges  for any  federal,  state or
local  income  taxes.  However,  we do  currently  deduct  charges for state and
federal premium based taxes and the federal DAC tax. We reserve the right in the
future to deduct a charge for any such tax or other  economic  burden  resulting
from  the  application  of  the  tax  laws  that  we  determine  to be  properly
attributable to the Separate Account or to the Policy.



                                       62

<PAGE>

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

                           Distribution of the Policy

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

The  Policy  is sold by  licensed  insurance  agents,  where the  Policy  may be
lawfully sold, who are registered  representatives  of broker-dealers  which are
registered  under the  Securities  Exchange  Act of 1934 and are  members of the
National Association of Securities Dealers, Inc.

The  Policy  will be  distributed  through  the  principal  underwriter  for the
Separate Account,  AIG Equity Sales Corp. (AIGESC) 80 Pine Street, New York, New
York, an affiliate of ours.  AIGESC may also enter into selling  agreements with
other broker dealers that
will offer the policy.

Commissions may be paid to registered representatives based on premiums paid for
Policies sold. Other expense reimbursements,  allowances, and overrides may also
be  paid.   Registered   representatives  who  meet  certain   productivity  and
profitability standards may be eligible for additional compensation.  Additional
payments may be made for  administrative  or other services not directly related
to the sale of the Policies.

Other Policies Issued by the Company

The Company may offer other policies similar to those offered herein.



                                       63

<PAGE>

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

                            About Us and the Accounts

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

The Company

We are a member of the American International Group, Inc.

AIG Life Insurance Company is a stock life insurance company operating under the
laws of the State of Delaware.  It was  incorporated  in 1962. We provide a full
range  of  individual  and  group  life,   disability,   accidental   death  and
dismemberment   policies  and  annuities.   We  are  a  subsidiary  of  American
International  Group, Inc., which is a holding company for a number of companies
engaged in the  international  insurance  business,  both life and  general,  in
approximately 130 countries and  jurisdictions  around the world. 

Year 2000. 

The Year 2000 issue arises from computer programs being written using two digits
rather than four digits to define the  applicable  year.  This could result in a
failure of the information  technology  systems (IT systems) and other equipment
containing  imbedded  technology  (non-IT  systems)  in the year  2000,  causing
disruption of our operations and of our lessees, vendors, or business partners.

We have  developed  a plan to  address  the Year 2000  issue as it  affects  our
internal IT and non-IT systems, and to assess Year 2000 issues relating to third
parties with whom we have critical relationships.

     Our plan for addressing internal systems includes:

     o    an assessment of internal IT and non-IT systems and equipment affected
          by the Year 2000 issue;

     o    definition of strategies to address affected systems and equipment;

     o    remediation of identified affected systems and equipment; and

     o    internal   certification  that  each  internal  system  is  Year  2000
          compliant.


                                       64

<PAGE>

We have remediated,  tested and returned to production  substantially all of our
internal IT systems.  We continue to remediate and test internal  non-IT systems
and expect to complete our remediation by mid-1999.

We have also initiated formal communications with respect to the Year 2000 issue
to those third parties which have significant interaction with us. Currently, we
are unable to ascertain whether all such third parties will successfully address
the Year 2000 issue,  particularly those third parties outside the United States
where it is believed that  remediation  efforts  relating to the Year 2000 issue
may be less advanced. While we expect to have no interruption of operations as a
result of internal IT and non-IT systems, significant uncertainties remain about
the  effect  on us of third  parties  who are not Year 2000  compliant.  We will
continue to monitor third party Year 2000 issue  readiness to determine  whether
additional or alternative  measures may be necessary.  Such measures may include
selecting  alternate  third  parties or other  actions  designed to mitigate the
effects of a third party's lack of preparedness.  There can be no assurance that
unresolved  Year 2000 issues of third  parties will not have a material  adverse
impact on our results of operations,  financial  condition or liquidity.  We are
considering  the effects of Year 2000 related  failures on our business  and, as
the most reasonably likely worst case scenarios become more clearly  identified,
we will develop appropriate contingency plans.

The Separate Account

We established the Separate Account as a separate  investment account on June 5,
1986.  It may be used to support the Policy and other  variable  life  insurance
policies,  and used for  other  permitted  purposes.  The  Separate  Account  is
registered  with the  Securities  and Exchange  Commission as a unit  investment
trust under the federal  securities  laws and qualifies as a "separate  account"
within the meaning of these laws.  

Although you may have allocated your Account Values to the  Subaccounts,  you do
not own these assets. You only own your Policy.

We own the assets in the  Separate  Account.  The  Separate  Account is
divided into Subaccounts.  The Subaccounts  available under the Policy invest in
shares of a specific  portfolio of the Anchor Series Trust or SunAmerica  Trust.
The Separate Account may include other Subaccounts which are not available under
the Policy.


                                       65

<PAGE>

Income, gains and losses,  realized or unrealized,  of a Subaccount are credited
to or charged against the Subaccount  without regard to any of our other income,
gains or losses.  Assets equal to the reserves  and other  contract  liabilities
with respect to each Subaccount are not chargeable with liabilities  arising out
of any of our other  businesses or separate  accounts.  If the assets exceed the
required  reserves  and other  liabilities,  we may  transfer  the excess to our
general account. We are obligated to pay all benefits provided under the Policy.

Rights we have reserved.  

We have reserved certain rights regarding the Separate Account. We will exercise
these rights only in compliance with all applicable regulatory requirements.  We
have the right to:

o    Change, add or delete designated investment options.

o    Add or remove Subaccounts.

o    Withdraw  assets of a class of policies to which the Policy  belongs from a
     Subaccount and put them in another Subaccount.

o    Combine any two or more Subaccounts.

o    Register  other separate  accounts or deregister the Separate  Account with
     the Securities and Exchange Commission.

o    Run the Separate Account under the direction of a committee,  and discharge
     such committee at any time.

o    Restrict or eliminate  any voting  rights of Owners,  or other  persons who
     have voting rights as to the Separate Account.

o    Operate the Separate  Account or one or more of the  Subaccounts  by making
     direct  investments  or in any other  form.  If we do so, we may invest the
     assets of the  Separate  Account or one or more of the  Subaccounts  in any
     investments that are legal, as determined by our own or outside counsel.


                                       66

<PAGE>

We will not change an  investment  adviser or any  investment of a Subaccount of
our Separate  Account unless  approved by the  Commissioner  of Insurance of the
State of Delaware or deemed  approved in accordance with such law or regulation.
Any approval process is on file with the insurance  supervisory  official of the
jurisdiction in which this Policy is delivered.

If any change we make results in a material change in the underlying investments
of a  Subaccount,  we will notify you of such change.  If you have value in that
Subaccount:

o    We will transfer it at your written direction from that Subaccount (without
     charge) to another Subaccount or to the Guaranteed Account, and

o    You may then change your premium allocation percentages.

Voting Rights

     We are the legal owner of shares held by the  Subaccounts  and as such have
the right to vote on all matters  submitted to  shareholders  of the portfolios.
However,  as required by law,  we will vote  shares held in the  Subaccounts  at
regular and special  meetings of  shareholders  of the  portfolios in accordance
with  instructions we receive from Owners with Account Value in the Subaccounts.
If  allowed  by law or  required  by law we may vote  shares  of the  portfolios
without obtaining instructions or in disregard to instructions we have received.
If we ever disregard voting instructions,  we will advise you of that action and
our reasons for such action in the next semiannual report.

The Guaranteed Account

The Guaranteed  Account is an account within the general account of the Company.
Our  general  account  assets  are used to support  our  insurance  and  annuity
obligations other than those funded by separate accounts.  Subject to applicable
law, we have sole  discretion  over the  investment of the assets of the general
account.


                                       67

<PAGE>

We have not registered:

o    Interests in the Guaranteed Account under the Securities Act of 1933, and

o    the Guaranteed Account as an investment company.

The  staff of the  Securities  and  Exchange  Commission  has not  reviewed  our
disclosure on the Guaranteed  Account.  Our disclosure  regarding the Guaranteed
Account  must  comply  with  generally  applicable  provisions  of  the  federal
securities laws relating to the accuracy and  completeness of statements made in
a prospectus.



                                                        68

<PAGE>

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

                      Our Directors and Executive Officers
- --------------------------------------------------------------------------------

The directors and principal  officers of the Company are listed below with their
current principal  business  affiliation and their principal  occupations during
the past five (5) years.  All  officers  have been  affiliated  with the Company
during the past five (5) years unless otherwise indicated.

                                                   Principal Business
                                                   Affiliations and
                                                   Principal Occupations
Name and Address         Office                    During Past Five Years
Michele L. Abruzzo       Director, Sr. Exec.       Senior Vice President
80 Pine Street           Vice President
New York, NY 10005

Maurice R. Greenberg     Director                  Director, Chairman and Chief
70 Pine Street                                     Executive Officer AIG, Inc.
New York, NY 10270

Howard E. Gunton, Jr.    Chief Financial Officer,  Sr. Vice President and
One Alico Plaza          Senior Vice President     Comptroller AIG Domestic
600 King Street                                    Life Companies
Wilmington, DE 19801

Edward Easton Matthews   Director, Senior Vice     Vice Chairman Investments
70 Pine Street           President                 and Financial Services, AIG,
New York, NY 10270                                 Inc.

Jerome T. Muldowney      Director, Senior Vice     Managing Director AIG
175 Water Street         President                 Investments Corp.
New York, NY 10038                                 Senior Vice President of AIG
                                                   Domestic Life Companies
Michael Mullin           Chief Operating Officer,  Vice President
One Alico Plaza          Senior Vice President
600 King Street
Wilmington, DE 19801

Robinson K. Nottingham   Director, Chairman of     Chairman of the Board and
70 Pine Street           the Board                 Chief Executive Officer of
New York, NY 10270                                 American International Life
                                                   Insurance Company
                                                   (ALICO)

Nicholas A. O'Kulich     Director, Vice Chairman,  Vice President, Senior Vice
70 Pine Street           Treasurer                 President, Life Insurance
New York, NY 10270                                 AIG, Inc.



                                 69

<PAGE>



                                                   Principal Business
John Robert Skar         Director, Sr. Vice        Sr. Vice President Actuary
One Alico Plaza          President, Chief Actuary  AIG Domestic Life
600 King Street                                    Companies
Wilmington, DE 19801

Howard Ian Smith         Director                  Director, Executive Vice
70 Pine Street                                     President, Chief Financial
New York, NY 10270                                 Officer and Comptroller,
                                                   AIG, Inc.
Edmund Sze-Wing Tse      Director                  Vice Chairman, Life
AIA Building                                       Insurance, AIG, Inc.
70 Pine Street
New York, NY 10270

Elizabeth M. Tuck        Secretary                 Secretary and Assistant
70 Pine Street                                     Secretary of AIG, Inc., and
New York, NY 10270                                 certain affiliates

Gerald Walter Wyndorf    Director, Chief Executive Executive Vice President -
80 Pine Street           Officer and President     AIG Domestic Life
New York, NY 10038                                 Companies

                                       70

<PAGE>

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

                                Other Information

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

State Regulation

We are  subject to the laws of Delaware  governing  insurance  companies  and to
regulation by the Delaware Insurance Department.  We file an annual statement in
a prescribed form with the Insurance Department each year covering our operation
for the  preceding  year and our  final  condition  as of the end of such  year.
Regulation  by  the  Insurance  Department  includes  periodic  examinations  to
determine our Policy  liabilities and reserves so that the Insurance  Department
may certify the items are correct.  Our books and accounts are subject to review
by  the  Insurance  Department  at  all  times  and a  full  examination  of its
operations is conducted  periodically  by the staff of the Insurance  Department
pursuant to the National Association of Insurance Commissioners. Such regulation
does not, however, involve any supervision of management or investment practices
or policies.  In addition, we are subject to regulation under the insurance laws
of other jurisdictions in which we may operate.

Legal Proceedings

There are no legal  proceedings  to which the Separate  Account or the principal
underwriter  is a party.  We are engaged in various kinds of routine  litigation
which, in our opinion,  are not of material  importance in relation to our total
capital and surplus.


Experts

Our financial  statements  which appear in this  Prospectus have been audited by
PricewaterhouseCoopers  LLP, independent certified public accountants, as stated
in their reports,  and have been included in reliance upon the authority of such
firm as experts in accounting and auditing.


                                       71

<PAGE>

Legal Matters

Legal matters  relating to the federal  securities laws are being passed upon by
the firm of Jorden Burt Boros  Cicchetti  Berenson & Johnson LLP of  Washington,
D.C.

Published Ratings

We may occasionally publish in advertisements,  sales literature and reports the
ratings and other information  assigned to us by one or more independent  rating
organizations  such as A.M.  Best  Company,  Moody's and Standard & Poor's.  The
purpose of the  ratings is to reflect the rating  organization's  opinion of our
financial  strength and should not be  considered  as bearing on the  investment
performance of assets held in the Separate Account.

The ratings are not  recommendations  to purchase our life  insurance or annuity
products  or to hold or sell these  products,  and the ratings do not comment on
the  suitability  of such  products for a particular  investor.  There can be no
assurance  that any rating will remain in effect for any given period of time or
that  any  rating  will  not  be  lowered  or  withdrawn  entirely  by a  rating
organization  if,  in such  organization's  judgment,  future  circumstances  so
warrant.  The ratings do not reflect the investment  performance of the Separate
Account or the degree of risk  associated  with an  investment  in the  Separate
Account.



                                       72

<PAGE>

                                   APPENDIX A
                         Polaris Variable Universal Life
                     Guaranteed Monthly Cost Insurance Rates
                        Per $1,000 of Net Amount at Risk
                           Male (Age Nearest Birthday)


  Attained       Monthly COI Rate         Attained         Monthly COI Rate
   Age         Nonsmoker*     Smoker        Age         Nonsmoker*       Smoker
 =========    ==========      ======      ========      ==========       ======
      0           N/A         0.34845        50           0.40933        0.79730
      1           N/A         0.08917        51           0.44603        0.87076
      2           N/A         0.08251        52           0.48857        0.95257
      3           N/A         0.08167        53           0.53612        1.04609
      4           N/A         0.07917        54           0.59118        1.15132
      5           N/A         0.07501        55           0.65209        1.26326
      6           N/A         0.07167        56           0.71968        1.38441
      7           N/A         0.06667        57           0.79146        1.50978
      8           N/A         0.06334        58           0.86909        1.64353
      9           N/A         0.06167        59           0.95675        1.78234
     10           N/A         0.06084        60           1.05444        1.93624
     11           N/A         0.06417        61           1.16302        2.10944
     12           N/A         0.07084        62           1.28665        2.30447
     13           N/A         0.08251        63           1.42787        2.52553
     14           N/A         0.09584        64           1.58752        2.76931
     15       0.10751         0.13752        65           1.76394        3.03334
     16       0.11918         0.15586        66           1.95381        3.30841
     17       0.12835         0.17086        67           2.15965        3.59706
     18       0.13335         0.18003        68           2.38065        3.89427
     19       0.13835         0.18837        69           2.62186        4.21099
     20       0.14002         0.19254        70           2.89419        4.56071
     21       0.13919         0.19420        71           3.25305        4.94853
     22       0.13669         0.19170        72           3.55929        5.38973
     23       0.13418         0.18837        73           3.96902        5.88695
     24       0.13085         0.18420        74           4.42953        6.42941
     25       0.12668         0.17837        75           4.92413        7.02991
     26       0.12335         0.17336        76           5.45122        7.64974
     27       0.12168         0.17170        77           6.00585        8.27796
     28       0.12001         0.17003        78           6.58221        8.90442
     29       0.12001         0.17170        79           7.19473        9.54780
     30       0.12001         0.17503        80           7.86724       10.23622
     31       0.12252         0.18087        81           8.61695       10.98690
     32       0.12502         0.18670        82           9.46542       11.82145
     33       0.12918         0.19587        83          10.42336       12.74626
     34       0.13418         0.20671        84          11.47263       13.72670
     35       0.14085         0.21921        85          12.58987       14.73050
     36       0.14752         0.23422        86          13.75325       15.72512
     37       0.15669         0.25340        87          14.95279       16.69584
     38       0.16669         0.27508        88          16.16464       17.75732
     39       0.17837         0.30009        89          17.40526       18.80718
     40       0.19087         0.32844        90          18.69215       19.86094
     41       0.20588         0.36180        91          20.04733       20.93947
     42       0.22088         0.39599        92          21.51567       22.08818
     43       0.23839         0.43519        93          23.16008       23.56765
     44       0.25590         0.47606        94          25.25984       25.47888
                                           


                                       74

<PAGE>

  Attained       Monthly COI Rate         Attained         Monthly COI Rate     
   Age         Nonsmoker*     Smoker        Age         Nonsmoker*       Smoker 
 =========    ==========      ======      ========      ==========       ====== 

    45        0.27674         0.52277       95          28.27411        28.27411
- ----------    -------         -------     ---------     ---------       --------
    46        0.29926         0.56949       96          33.10677        33.10677
    47        0.32344         0.62038       97          41.68475        41.68475
    48        0.34929         0.67379       98          58.01259        58.01259
    49        0.37848         0.73387       99          83.33333        83.33333
- ---------- -----------        --------    ---------     --------        --------

 * Applicable to Preferred and Standard Nonsmoker Risks.


                                       75


<PAGE>

                                   APPENDIX A
                         Polaris Variable Universal Life
                     Guaranteed Monthly Cost Insurance Rates
                        Per $1,000 of Net Amount at Risk
                          Female (Age Nearest Birthday)

  Attained       Monthly COI Rate         Attained         Monthly COI Rate     
   Age         Nonsmoker*     Smoker        Age         Nonsmoker*       Smoker 
 =========    ==========      ======      ========      ==========       ====== 

   0                N/A       0.24089      50            0.34929         0.54530
   1                N/A       0.07251      51            0.37514         0.58367
   2                N/A       0.06750      52            0.40433         0.62706
   3                N/A       0.06584      53            0.43853         0.67796
   4                N/A       0.06417      54            0.47356         0.72970
   5                N/A       0.06334      55            0.51109         0.78395
   6                N/A       0.06084      56            0.54947         0.83820
   7                N/A       0.06000      57            0.58785         0.88996
   8                N/A       0.05834      58            0.62456         0.93838
   9                N/A       0.05750      59            0.66377         0.98848
  10                N/A       0.05667      60            0.70967         1.04359
  11                N/A       0.05750      61            0.76392         1.11457
  12                N/A       0.06000      62            0.83236         1.20061
  13                N/A       0.06250      63            0.91834         1.31673
  14                N/A       0.06667      64            1.02021         1.44626
  15            0.07000       0.07834      65            1.13044         1.59170
  16            0.07334       0.08251      66            1.24906         1.73551
  17            0.07667       0.08667      67            1.36937         1.88521
  18            0.07917       0.09084      68            1.49055         2.02074
  19            0.08167       0.09418      69            1.62012         2.17305
  20            0.08417       0.09668      70            1.76979         2.33460
  21            0.08501       0.09834      71            1.94879         2.54396
  22            0.08667       0.10084      72            2.17053         2.80367
  23            0.08751       0.10251      73            2.44094         3.12054
  24            0.09001       0.10584      74            2.75926         3.49047
  25            0.09084       0.10751      75            3.11970         3.90183
  26            0.09334       0.11168      76            3.51565         4.34547
  27            0.09501       0.11501      77            3.94131         4.81137
  28            0.09751       0.11835      78            4.39675         5.29708
  29            0.10001       0.12335      79            4.89467         5.81782
  30            0.10334       0.12918      80            5.45628         6.39564
  31            0.10584       0.13418      81            6.10032         7.04935
  32            0.10918       0.14002      82            6.84571         7.79699
  33            0.11251       0.14585      83            7.70559         8.64662
  34            0.11835       0.15502      84            8.66019         9.64633
  35            0.12252       0.16169      85            9.70835        10.64717
  36            0.13002       0.17420      86           10.83105        11.78647
  37            0.13919       0.19004      87           12.03563        12.88645
  38            0.14919       0.20754      88           13.30897        14.13279
  39            0.16086       0.22755      89           14.67130        15.32034
  40            0.17336       0.25006      90           16.12162        16.69153
  41            0.18837       0.27758      91           17.68913        18.15714
  42            0.20337       0.30343      92           19.41995        19.76127
  43            0.21838       0.33011      93           21.39829        21.58524
  44            0.23339       0.35679      94           23.83051        23.83051
- ----------  -----------       --------    ---------     --------        --------



                                       76

<PAGE>

  Attained       Monthly COI Rate         Attained         Monthly COI Rate     
   Age         Nonsmoker*     Smoker        Age         Nonsmoker*       Smoker 
 =========    ==========      ======      ========      ==========       ====== 
  45          0.24923         0.38431      95           27.16158        27.16158
  46          0.25690         0.41267      96           32.32378        32.32378
  47          0.28425         0.44270      97           41.21204        41.21204
  48          0.30426         0.47356      98           57.81394        57.81394
  49          0.32511         0.50692      99           83.33333        83.33333
- ---------- -----------        --------    ---------     --------        --------


 * Applicable to Preferred and Standard Nonsmoker Risks.



                                       77

<PAGE>

                                   APPENDIX A
                         Polaris Variable Universal Life
             Table of Acquisition Expenses Per $1,000 of Face Amount
                    (Applicable During First 5 Policy Years*)


Issue     Female         Male          Issue        Female           Male
Age                                    Age
=====     =======        =====         =====        =======          ======
   0        0.18          0.21          33            0.38           0.45
   1        0.18          0.21          34            0.39           0.47
   2        0.19          0.21          35            0.40           0.49
   3        0.19          0.21          36            0.41           0.50
   4        0.19          0.22          37            0.43           0.52
   5        0.19          0.22          38            0.44           0.54
   6        0.20          0.22          39            0.46           0.56
   7        0.20          0.23          40            0.47           0.59
   8        0.20          0.23          41            0.49           0.61
   9        0.21          0.24          42            0.51           0.64
  10        0.21          0.25          43            0.52           0.66
  11        0.22          0.25          44            0.54           0.69
  12        0.22          0.26          45            0.56           0.72
  13        0.23          0.26          46            0.58           0.75
  14        0.23          0.27          47            0.61           0.78
  15        0.24          0.28          48            0.63           0.82
  16        0.24          0.28          49            0.65           0.85
  17        0.25          0.29          50            0.68           0.89
  18        0.25          0.30          51            0.71           0.93
  19        0.26          0.30          52            0.73           0.97
  20        0.26          0.31          53            0.76           1.02
  21        0.27          0.32          54            0.80           1.07
  22        0.28          0.33          55            0.83           1.12
  23        0.28          0.33          56            0.86           1.17
  24        0.29          0.34          57            0.90           1.23
  25        0.30          0.35          58            0.94           1.25
  26        0.31          0.36          59            0.98           1.25
  27        0.32          0.37          60            1.03           1.25
  28        0.32          0.38          61            1.08           1.25
  29        0.33          0.40          62            1.13           1.25
  30        0.34          0.41          63            1.19           1.25
  31        0.35          0.42       64 - 85          1.25           1.25
  32        0.36          0.44
- -----    -----------  ---------    -----------     --------     -----------


*Also  applicable on the Increase  Amount during the first 5 years  following an
applied for increase in Face Amount.


                                       78

<PAGE>



                                   APPENDIX A
                         Polaris Variable Universal Life
                       Table of Initial Surrender Charges
                            Per $1,000 of Face Amount
                                      Male

  Issue     Nonsmoker*    Smoker        Issue          Nonsmoker*       Smoker
   Age                                   Age
========   ===========    =======       =======        =========        =======
      0        N/A         11.76         29             15.53           18.42
      1        N/A         11.76         30             15.86           18.90
      2        N/A         11.91         31             16.22           19.40
      3        N/A         12.07         32             16.51           19.86
      4        N/A         12.16         33             16.92           20.44
      5        N/A         12.34         34             17.26           20.96
      6        N/A         12.52         35             17.64           21.53
      7        N/A         12.65         36             18.13           22.22
      8        N/A         12.86         37             18.57           22.88
      9        N/A         13.00         38             19.04           23.57
     10        N/A         13.16         39             19.54           24.32
     11        N/A         13.41         40             20.01           25.04
     12        N/A         13.60         41             20.59           25.88
     13        N/A         13.87         42             21.13           26.70
     14        N/A         14.06         43             21.80           27.66
     15      12.61         14.26         44             22.44           28.60
     16      12.82         14.54         45             23.12           29.60
     17      12.94         14.74         46             23.86           30.67
     18      13.08         14.95         47             24.67           31.82
     19      13.31         15.24         48             25.44           32.95
     20      13.46         15.46         49             26.39           34.26
     21      13.62         15.70         50             27.30           34.34
     22      13.80         15.96         51             28.31           34.34
     23      14.08         16.31         52             29.41           34.34
     24      14.28         16.61         53             30.51           34.34
     25      14.51         16.93         54             31.71           34.34
     26      14.75         17.29         55             33.01           34.34
     27      15.02         17.66       56-85            34.34           34.34
     28      15.31         18.07         
- -------- ----------   ----------    ---------      -----------      ----------

 * Applicable to Preferred and Standard Nonsmoker Risks.


                                       79

<PAGE>

                                   APPENDIX A
                         Polaris Variable Universal Life
                       Table of Initial Surrender Charges
                            Per $1,000 of Face Amount
                                     Female


  Issue     Nonsmoker*    Smoker        Issue          Nonsmoker*       Smoker
   Age                                   Age
========   ===========    =======       =======        =========        =======

  0           N/A           11.02        31             15.38            16.99
  1           N/A           11.04        32             15.70            17.36
  2           N/A           11.07        33             15.94            17.69
  3           N/A           11.20        34             16.29            18.12
  4           N/A           11.32        35             16.66            18.58
  5           N/A           11.46        36             17.05            19.07
  6           N/A           11.52        37             17.38            19.49
  7           N/A           11.67        38             17.83            20.04
  8           N/A           11.83        39             18.22            20.52
  9           N/A           11.91        40             18.72            21.13
 10           N/A           12.09        41             19.16            21.68
 11           N/A           12.18        42             19.63            22.26
 12           N/A           12.38        43             20.22            22.95
 13           N/A           12.49        44             20.76            23.60
 14           N/A           12.71        45             21.33            24.29
 15         12.05           12.84        46             21.95            25.02
 16         12.24           13.06        47             22.52            25.70
 17         12.35           13.20        48             23.23            26.52
 18         12.55           13.45        49             23.99            27.40
 19         12.68           13.61        50             24.70            28.25
 20         12.89           13.88        51             25.49            29.15
 21         13.04           14.06        52             26.42            30.21
 22         13.20           14.26        53             27.32            31.25
 23         13.45           14.57        54             28.22            32.27
 24         13.63           14.80        55             29.27            33.46
 25         13.82           15.04        56             30.40            34.34
 26         14.03           15.30        57             31.53            34.34
 27         14.25           15.59        58             32.76            34.34
 28         14.58           15.96        59             34.12            34.34
 29         14.83           16.28       60-85           34.34            34.34
 30         15.10           16.62   
- -----    ----------      ----------   ---------       -------          --------


 * Applicable to Preferred and Standard Nonsmoker Risks.


                                       80

<PAGE>

                                   APPPENDIX B

                               PORTFOLIO EXPENSES
                             As of December 31, 1998

         The purpose of this table is to assist the Owner in  understanding  the
various costs and expenses that will be incurred,  directly or indirectly. It is
based on historical  expenses as a percentage of net assets after waivers and/or
reimbursements,  if applicable,  for the year ended December 31, 1998, except as
indicated  below.  Expenses  of the  portfolios  of the  Funds  are not fixed or
specified under the terms of the Policy. Actual expenses may vary.
                                                                          Total
                                       Management   Other              Operating
                                        Fees      Expenses 12b-1 Fees   Expenses
Anchor Series Trust
Wellington
Capital Appreciation Portfolio
Natural Resources Portfolio
Growth Portfolio
Government and Quality Bond  Portfolio
SunAmerica Series Trust
Alliance
Global Equities Portfolio
Growth-Income Portfolio
Alliance Growth Portfolio
Morgan Stanley
International  Diversified  Equities  Portfolio  
Worldwide High Income Portfolio
Davis Select
Venture Value Portfolio 
Massachusetts Financial Services 
MFS Growth and Income Portfolio 
MFS Total Return Portfolio  
Federated  Investors  
Federated Value Portfolio  
Corporate Bond Portfolio  
Utility  Portfolio 
Managed by Goldman Sachs Asset 
Asset Allocation  Portfolio 
Global Bond Portfolio 
Putnam  Investment Management  
Putnam Growth  Portfolio  
Emerging Markets  Portfolio  
International Growth  and  Income  Portfolio  
SunAmerica  Asset  
Aggressive  Growth  Portfolio
SunAmerica  Balanced  Portfolio 
Dogs of Wall Street  Portfolio 
High-Yield  Bond Portfolio 
Cash Management Portfolio



                                       81

<PAGE>

                                   APPPENDIX B

                          AVERAGE ANNUAL TOTAL RETURNS

                             As of December 31, 1998

                                 Inception                               Since
                                 Date    1 Year 3Years 5Years 10 Years Inception
                                  ------ ------ ------ ------ -------- ---------
Anchor Series Trust
Wellington
Capital Appreciation Portfolio
Natural Resources Portfolio
Growth Portfolio
Government and Quality Bond  Portfolio
SunAmerica Series Trust
Alliance
Global Equities Portfolio
Growth-Income Portfolio
Alliance Growth Portfolio
Morgan Stanley
International  Diversified  Equities  Portfolio  
Worldwide High Income Portfolio
Davis Select
Venture Value Portfolio 
Massachusetts Financial Services 
MFS Growth and Income Portfolio 
MFS Total Return Portfolio  
Federated  Investors  
Federated Value Portfolio  
Corporate Bond Portfolio  
Utility  Portfolio 
Managed by Goldman Sachs Asset 
Asset Allocation  Portfolio 
Global Bond Portfolio 
Putnam  Investment Management  
Putnam Growth  Portfolio  
Emerging Markets  Portfolio  
International Growth  and  Income  Portfolio  
SunAmerica  Asset  
Aggressive  Growth  Portfolio
SunAmerica  Balanced  Portfolio 
Dogs of Wall Street  Portfolio  
High-Yield  Bond Portfolio 
Cash Management Portfolio




                                       82


<PAGE>

                                  [Back cover]

     The  Securities  and  Exchange  Commission  maintains  an Internet Web site
(http://www.sec.gov.)  That  contains  additional  information  about  AIG  Life
Insurance Company,  the Policy and the Separate Account which may be of interest
to you. The Web site also  contains  additional  information  about the Policy's
variable investment options.

                                       83
<PAGE>


                           Part II - Other Information

                           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  theretofore or hereafter duly adopted  pursuant to
authority conferred in that section.

                                 REPRESENTATION

     AIG Life Insurance  Company  represents that the fees and charges  deducted
under the Policy covered by this  registration  statement,  in the aggregate are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred, and the risks assumed by the Company.

                                 INDEMNIFICATION

     Under its Bylaws, the Company, to the full extent permitted by Delaware law
shall  indemnify  any  person who was or is a party to any  proceeding  (whether
brought by or in right of the Company or  otherwise)  by reason of the fact that
he or she is or was a  Director  of the  Company,  or  while a  Director  of the
Company, is or was serving at the request of the Company as a Director, Officer,
partner, Trustee, Employee, or Agent of another foreign or domestic corporation,
partnership,  joint venture,  trust,  other enterprise or employee benefit plan,
against  judgments,   penalties,  fines,  settlements  and  reasonable  expenses
actually incurred by him or her in connection with such proceeding.

     The company shall extend such indemnification,  as is provided to directors
above, to any person, not a director of the Company, who is or was an officer of
the  Company or is or was  serving at the  request of the Company as a director,
officer,  partner, trustee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan. In
addition, the Board of Directors of the Company may, by resolution,  extend such
further  indemnification  to an officer  or such other  person as may to it seem
fair and reasonable in view of all relevant circumstances.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company  pursuant to such provision of the bylaws or statutes or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission,  such  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling  person of the Company in the successful defense of any such action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the Policies issued by Variable  Account II, the Company will
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in said Act and
will be governed by the final adjudication of such issue.


<PAGE>


                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The facing sheet.

     The Prospectus consisting of ___ pages.

     The undertaking to file reports.

     Representation.

     The signatures.

     Written consents of the following persons:
          Kenneth D. Walma
          Michael Burns
          Jorden Burt Cicchetti Berenson & Johnson LLP
          PriceWaterhouseCoopers LLP
          Powers of Attorney

         [To be filed by a subsequent amendment to this filing.]

The following exhibits:

A. Copies of all exhibits  required by paragraph A of instructions  for Exhibits
in Form N-8B-2, unless indicated otherwise.

     1.   Certificate of Resolution for AIG Life Insurance Company dated June 5,
          1986, authorizing the issuance and sale of variable life contracts.*

     2.   N/A

     3.   Principal  Underwriter's  Agreement between AIG Life Insurance Company
          and American International Fund Distributors, dated August 15, 1989;*

     4.   N/A

     5.   [To be filed by a subsequent amendment to this filing.]

     6.   (a) By-Laws of AIG Life Insurance  Company as amended through December
              31, 1991;*

          (b)  Certificate of Incorporation of AIG Life Insurance Company, dated
               December 31, 1991*

          (c)  Restated  Certificate  of  Incorporation,  of AIG Life  Insurance
               Company,  dated  December 31, 1991.  The original  Certificate of
               Incorporation was filed in Pennsylvania on June 18, 1962*

     7.   N/A.

     8.   N/A.

     9.   N/A.

     10.  [To be filed by a subsequent amendment to this filing.]

     11.  Powers of Attorney (filed electronically herein)


B.   Opinion and Consent of Counsel

         [To be filed by a subsequent amendment to this filing.]

C.   Opinion and Consent of Actuary

         [To be filed by a subsequent amendment to this filing.]

D.   Consent of Independent Certified Public Accountants

          [To be filed by a subsequent amendment to this filing.]

E.   Consent of Jorden Burt Boros Cicchetti Berenson & Johnson LLP

         [To be filed by a subsequent amendment to this filing.]

F.   Memorandum Regarding Administrative Procedures*

* Incorporated  by reference to  Registrant's  Post-Effective  Amendment,  No. 4
filed on Form S-6 (File No. 33-90684), dated October 27, 1998.

<PAGE>

                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of  1940,  the  Registrant  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(a) for effectiveness of this Registration  Statement and
has caused this  Registration  Statement to be signed on its behalf, in the City
of Wilmington, and State of Delaware on this 29th day of January, 1999.


                          VARIABLE ACCOUNT II
                          -------------------------------
                                   (Registrant)

                          By: AIG LIFE INSURANCE COMPANY
                          -------------------------------
                                   (Sponsor)

                          By: /s/ Kenneth D. Walma
                          -------------------------------
                          Kenneth D. Walma, Assistant Secretary and
                          Associate General Counsel

                          Attest: /s/ Robert Liguori
                         Robert Liguori Vice President and General Counsel


<PAGE>

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

Signature                           Title                      Date

Michele L. Abruzzo                  Director                   January 29, 1999
- ----------------------
/s/ Michele L. Abruzzo

Maurice R. Greenberg                Director                   January 29, 1999
- ------------------------
/s/ Maurice R. Greenberg

Howard E. Gunton, Jr.               Chief Financial            January 29, 1999
_________________________           Officer
/s/ Howard E. Gunton, Jr

Edward Easton Matthews              Director                  January 29, 1999
- --------------------------
/s/ Edward Easton Matthews

Jerome T. Muldowney                 Director                  January 29, 1999
- -----------------------
/s/ Jerome T. Muldowney

Michael Mullin                      Chief Operating           January 29, 1999
_______________________             Officer
/s/ Michael Mullin

Robinson K. Nottingham              Director                  January 29, 1999
- --------------------------
/s/ Robinson K. Nottingham

Nicholas A. O'Kulich                Director                  January 29, 1999
- ------------------------
/s/ Nicholas A. O'Kulich

John Robert Skar                    Director                  January 29, 1999
- --------------------
/s/ John Robert Skar

Howard Ian Smith                    Director                  January 29, 1999
- --------------------
/s/ Howard Ian Smith

Edmund Sze-Wing Tse                 Director                   January 29, 1999
- -----------------------
/s/ Edmund Sze-Wing Tse

Elizabeth M. Tuck                   Secretary                  January 29, 1999
- ---------------------
/s/ Elizabeth M. Tuck

Gerald Walter Wyndorf               Director                   January 29, 1999
- -------------------------
/s/ Gerald Walter Wyndorf




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