VARIABLE ACCOUNT II AIG LIFE INSURANCE CO
485APOS, 1999-01-29
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      Filed with the Securities and Exchange Commission on January 29, 1999

                            Registration No. 

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-6

                        POST-EFFECTIVE AMENDMENT NO  TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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
     Policy Riders and Supplemental Benefits  ...............................1
     Applying for a Policy...................................................2
     Premium Payments........................................................2
     Account Value...........................................................3
     Death Benefit...........................................................3
     Cash Benefits During the Lifetime of the Insured........................4
     Expenses of the Policy..................................................5
     Federal Tax Considerations..............................................7

About Us and the Accounts....................................................8
     The Company.............................................................8
     The Separate Account....................................................8
     The Guaranteed Account.................................................10

Purchasing a Polaris VUL Policy.............................................11
     Applying for a Policy..................................................11
     Your Right to Cancel the Policy........................................12
     Premiums...............................................................12
         Restrictions on Premiums...........................................12
         Minimum Initial Premium............................................13
         Planned Periodic Premiums..........................................13
         Additional Premiums................................................13
         Effect of Premium Payments.........................................14
         Grace Period.......................................................14
         Premium Allocations................................................15
         Crediting Premiums.................................................16

The Investment Options......................................................17
     Variable Investment Options............................................17
     Guaranteed Investment Option...........................................21

Investing Your Account Value................................................23
     Determining the Account Value..........................................23
     Transfers..............................................................26
     Dollar Cost Averaging..................................................28
     Automatic Rebalancing..................................................29

Death Benefits..............................................................30
     Life Insurance Proceeds................................................30
     Death Benefit Options..................................................31
     Changes in Death Benefit Options.......................................33


<PAGE>



     Changes in Face Amount.................................................33

Cash Benefits During the Insured's Lifetime ................................35
     Policy Loans...........................................................35
     Partial Withdrawals....................................................37
     Systematic Withdrawal Program..........................................40
     Surrendering the Policy for Net Cash Surrender Value...................40

Payment Options for Benefits................................................40

Expenses of the Policy......................................................41
     Deductions From Premiums...............................................41
     Monthly Deductions From Account Value..................................41
     Deduction From Subaccount Assets.......................................44
     Deductions Upon Policy Transactions ...................................45

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

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

Performance Information.....................................................55

Federal Income Tax Considerations...........................................58

Distribution of the Policy..................................................65

Our Directors and Executive Officers........................................66

Other Information...........................................................68





<PAGE>



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


                       Special Terms used in this Document

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


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

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

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

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.  A Direct Plan  Participant  is an individual  that is
provided a policy as part of an arrangement  between AIG and a sponsoring  Group
to include  those in which a trustee,  an  employer,  or an  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 from which the
Death Benefit Amount will be determined.

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 a later date 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 until policy has been 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.

We, our, us. AIG Life Insurance Company.



                                       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, the "Face Amount," 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.

Riders allow you to tailor the Policy. 

Policy Riders and Supplemental Benefits

The following  supplemental benefits and riders are available or are intended to
be made available:

o    Accelerated Benefit Rider
o    Accidental Death Benefit Rider
o    Additional Purchase Option Rider
o    Automatic Increase Benefit
o    Guaranteed Minimum Death Benefit
o    Child's Term Rider
o    Other Insured Term Rider
o    Primary Insured Rider
o    Waiver of Monthly Deductions
o    Waiver of Specified Premium






                                        1

<PAGE>




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  amount of life  insurance
coverage on the Insured, 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.

A Direct Plan  Participant is an individual that is provided a policy as part of
an  arrangement  between AIG and a sponsoring  Group to include those in which a
trustee, an employer, or an association either purchases or endorses policies to
be made  available  to a group of  individuals.  A  minimum  of 15 lives  may be
required.  

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 of your applicaion 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 law where you
live, we will extend the 10 days to the number of days required by law.


                                        2

<PAGE>

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 riders.  

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.
Automatic  bank drafts 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.

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.


                                        3

<PAGE>
Three Death Benefit Options

You may select from three 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)  The attained age corridor factor times the Account Value.

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)  The attained age corridor factor times the Account Value.

Cash  Value   Accumulation   Test  Level  Death  Benefit  Option

o    Cash Value Accumulation Test 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.

We determine  the attained age  corridor  factor and the Minimum  Death  Benefit
Factor according to the federal tax laws.

Changes You May Make.

Within limits, after your first Policy Anniversary, you may make changes to your
death benefit selections.

Cash Benefits During the Lifetime of the Insured

During the lifetime 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.


                                        4

<PAGE>

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.

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 of the Policy

Expenses reduce your returns under 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.  Your premium net of these deductions will be the
amount allocated.

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.  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.


                                        5

<PAGE>




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 at an annual rate not to exceed 0.90%
of the subaccounts assets.

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.


                                        6

<PAGE>

Administrative Charges for Partial Withdrawals

o    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

o    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.  If you request a
     surrender or a partial  withdrawal during the first 10 Policy years, we may
     deduct a surrender charge based on the initial Face Amount.  If you request
     a surrender or a partial  withdrawal 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 Decreased

o    A surrender charge may also deducted 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. The surrender charge will be deducted
     before any surrender proceeds are paid. 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.

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>

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


                            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.

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 portfolios of the Anchor Series Trust or SunAmerica Trust. The Separate
Account may include other Subaccounts which are not available under the Policy.

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.


                                        8

<PAGE>



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.

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:


                                        9

<PAGE>

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.

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.

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.






                                       10

<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.


                                       11

<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 law where
     you live, we will extend the 10 days to the number of days 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 not at least $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.


                                       12

<PAGE>

o    If the premium  would  increase the amount of our risk under your Policy to
     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.

No lapse premium guarantee

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. Automatic bank
drafts may be required for monthly payments.

We will  establish  a minimum no lapse  premium  amount  that may be used as the
planned periodic premium.  If you have not caused an increase in the Policy Face
Amount,  other than as a result of a scheduled automatic  increase,  or borrowed
money from the Policy Values,  or added any rider after the Policy's issue date,
the Policy will not lapse during the no lapse period if the total premiums paid,
less any partial withdrawals, are at least equal to the minimum no lapse premium
multiplied  by the number of months  that have  elapsed  since the Policy  issue
date.

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 IRC limitations.

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.

                                       13

<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.

Guaranteed  Minimum Death  Benefit.  We will establish a no lapse premium amount
that may be used as the  planned  periodic  premium.  If you have not  caused an
increase  in Face  Amount,  other  than as a  result  of a  scheduled  automatic
increase,  or borrowed  money from the Policy  Account Value or added any riders
after the  Policy  Issue  Date,  the  Policy  will not lapse  during  the period
specified  in the  Policy,  if the sum of the  premium  paid to  date,  less any
withdrawals  equals or exceeds the Minimum  Premium  multiplied by the number of
months since the Policy date.

Your  Policy  will  not  terminate  immediately  after  your  Account  Value  is
insufficient.

Grace Period.  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.

                                       14

<PAGE>

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

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.

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.

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 for at least 5%; and the sum of your
     allocations must equal 100%.


                                       15

<PAGE>

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.



                                       16

<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.

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.


                                       17

<PAGE>
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.

Portfolio Managed by Davis Selected Advisers, L.P.

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


                                       18

<PAGE>

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.

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.


                                       19

<PAGE>

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.

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


                                       20

<PAGE>

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 rate we  determine,  in our sole
discretion. This rate will never be less than 4% per year compounded annually.

o    For amounts you allocate to or transfer to the General Account:

The Loan Payment  portion of our Account  Value earns a different  interest rate
than the remaining portion of your Account Value in the Guaranteed Account.

o    For the Loan Account portion of the Guaranteed Account:

     We will credit interest of the Loan Account at an annual rate we determine.

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 prorata  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.


                                       21

<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.

                                       22

<PAGE>

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

                          Investing Your Account Value

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

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

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;


                                       23

<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.


                                       24

<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.


                                       25

<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
     any Policy year is equal to 25% of your  Guaranteed  Account  value that is
     not in the Loan Account on the most recent Policy  anniversary.  (Note: The
     total amount of partial  withdrawals and transfers in a Policy year may not
     exceed this limit).

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 ___.


                                       26

<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 transfers  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.  Transfer
requests  received by fax must first be confirmed  before we will  process.  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.


                                       27

<PAGE>

Dollar Cost Averaging

This program  allows you to authorize us to make monthly  transfers from any one
Subaccount to one or more of the Subaccounts or to the Guaranteed  Account.  The
allocations will be based on your most recent premium  allocation  instructions.
You may elect Dollar Cost  Averaging  at any time as long as your Account  Value
from  which  transfers  are  made is at  least  $1000.  No  less  than 5% may be
allocated to any one Subaccount or to the Guaranteed Account.

You may request that we transfer:

o    A specified  dollar  amount -- we will  automatically  transfer this amount
     monthly to the specified  Subaccount  from which  transfers are made to the
     Subaccount(s)  or you have  selected or to the  Guaranteed  Account for the
     period you have specified or until the Subaccount  from which transfers are
     made has been depleted.

o    A  specified  percentage  -- We  will  automatically  transfer  monthly,  a
     specified  percentage from the Subaccount from which transfers are made, to
     the Subaccount(s) you have selected or to the Guaranteed  Account,  for the
     period you have specified or until the Subaccount  from which transfers are
     made has been  depleted.  The percentage  transferred  will be based on the
     value of the  Subaccount  from which  transfers  are made as of each Policy
     Monthly Anniversary..

     A bonus interest amount may be applied to the current crediting rate of the
Guaranteed Account if you elect the Guaranteed Account as the Account from which
transfers are made.  This bonus interest amount will apply only for a new policy
and  must be  elected  at the time of  application.  We will  transfer  monthly,
one-sixth of the Account  Value of the  Guaranteed  Account over a period of six
months.  The sixth  transfer from the Guaranteed  Account will include  interest
earnings for the six-month period.

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:


                                       28

<PAGE>

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 Subaccount or the Guaranteed  Account from which transfers
     are made has 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.

Automatic Rebalancing

We may offer the ability to participate in the Automatic  Rebalancing program to
rebalance your Account Value to match your allocation instructions.



                                       29

<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.


                                       30

<PAGE>

Death Benefit Options

You may select from three 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) The Attained Age corridor factor times the Account Value.

     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) The Attained Age corridor factor times the Account Value.

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

Cash Value Accumulation Test Level Death Benefit Option

o    Cash Value Accumulation Test Level Death Benefit Option

     The basic death benefit will be the greater of:

     (1) The Face Amount; or

     (2) Account  Value  multiplied  by the  appropriate  Minimum  Death Benefit
         Factor.

     This death benefit  option  should be considered  when you want to maximize
     the amount of premiums permitted for your Policy.


                                       31

<PAGE>

Section 7702 of the Code defined  alternative testing procedures for meeting the
definition  of life  insurance.  Each Policy must  qualify  under one of the two
Death  Benefit  Qualification  Options.  The Owner will  choose a Death  Benefit
Qualification  Option at the time of application.  Once it has been chosen,  the
Death  Benefit  Qualification  Option  cannot be changed  while the Policy is in
force.  Therefore,  we will not permit  changes from Level or  Increasing  Death
Benefit Options to the Cash Value  Accumulation Test (CAT..) Level Death Benefit
Option.

Under both Death Benefit Qualification Options, there is a minimum Death Benefit
required at all times equal to the Account Value  multiplied by the  appropriate
Minimum Death Benefit  Factor.  The Minimum Death Benefit  Factor depends on the
Death Benefit Qualification Option and may be based on the Attained Age, sex and
rate class of the  Insured.  A table of Minimum  Death  Benefit  Factors for the
selected Death Benefit Qualification Option is located in the Policy.


                                       32

<PAGE>

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.  You may not change to or from
the Cash Value Accumulation Test Level Death Benefit Option.

How to request a change. 

You may change your Death Benefit Options 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 Death Benefit Amount remains the same on
the date the change takes effect.

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 applicable tax
law as interpreted by us.

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.


                                       33

<PAGE>

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.

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  No-  Lapse
provision.


                                       34

<PAGE>

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

                   Cash Benefits During the Insured's Lifetime

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

During the lifetime 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.


                                       35

<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.


                                       36

<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.

Policy Loan Net Cost. 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 2.00% per year.

Partial Withdrawals

Requirements for Partial Withdrawals.

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

o    Maximum  Partial  Withdrawal  Amount -- In general,  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.




                                       37

<PAGE>

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

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

     *    25% of your Net  Guaranteed  Account  Value on the most recent  Policy
          anniversary.  (Note:  The  total  amount  of  partial  withdrawal  and
          transfers in a Policy Year may not exceed 25% of this limit).

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 Net  Guaranteed  Account  Value on the most recent  Policy
          anniversary.  (Note:  The  total  amount  of  partial  withdrawal  and
          transfers in a Policy Year may not exceed 25% of this limit); or

     *    The maximum amount you 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.  Your Account
Value will be reduced  by the  partial  withdrawal  amount  plus any  applicable
charges.  When you  request a partial  withdrawal,  you may direct us to take an
amount  equal  to the  partial  withdrawals  from  any  Subaccount  or from  the
Guaranteed  Account. If the Guaranteed Account value is insufficient to withdraw
the  amount  requested,  we will  withdraw  the  difference  from the  remaining
accounts 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.


                                       38

<PAGE>

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 no 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.

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.


                                       39

<PAGE>

Systematic Withdrawal Program

You may access your  Account  Value by  electing  systematic  withdrawals.  This
provision  allows you to  automatically  receive a steady  stream on income 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.

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.

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

                          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.



                                       40

<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.  The amount  allocated will be
the premium net of these deductions

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 up to a maximum of $15 per month for all
     Policy years. We anticipate reducing these charges after policy year five.


                                       41

<PAGE>
o    The cost of insurance for your Policy

o    The acquisition and underwriting costs of your Policy. This charge is based
     on the Insured's age, sex, rate class, and the Policy Face Amount at issue.
     The charge is assessed  for the first five  Policy  years or the first five
     years following a Face Amount increase on the increased Face Amount.

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.

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.


                                       42

<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).


                                       43

<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 deduct 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,  and the
Policy Face  Amount.  The charge is assessed  for the first five Policy years or
the first five years  following a Face Amount  increase  on the  increased  Face
Amount.


                                       44

<PAGE>

Deduction From Subaccount Assets

Mortality  and Expense Risk Charge.  We deduct a daily charge from assets 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.  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 the subaccounts assets 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 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.  The following  discussion of the surrender charge represents
the maximum surrender charge that may be imposed under the Policy.

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.


                                       45

<PAGE>

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.

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

o    upon a partial withdrawal; and

o    If you have requested a reduction in 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.


                                       46

<PAGE>

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.



                                       47

<PAGE>

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

                        Supplemental Benefits and Riders

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

The company intends 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)


                                       48

<PAGE>

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

                             Other Policy Provisions

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

Right to Exchange or Convert

You may exchange or covert 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
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
application  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.


                                       49

<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 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.  [Any such
change, however, may be accepted or rejected by the Owner.]


                                       50

<PAGE>

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

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

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


                                       51

<PAGE>

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.

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.




                                       52

<PAGE>

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 laws) 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.

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.


                                       53

<PAGE>

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.


                                       54

<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  illustrated below 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.


                                       55

<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


                                       56

<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.




                                       57

<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 that
the Code will not 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.


                                       58

<PAGE>

To the extent that any segregated  asset account with respect to a variable life
insurance  contract  invests  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.


                                       59

<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  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.


                                       60

<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.



                                       61

<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.

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


                                       62

<PAGE>

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.


                                       63

<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.



                                       64

<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 the Company. 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.


                                       65

<PAGE>

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

                      Our Directors and Executive Officers

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

MANAGEMENT OF THE COMPANY

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
13th Floor
New York, NY 10005

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

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

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

Jerome T. Muldowney         Director, Senior     Managing Director AIG
175 Water Street            Vice President       Investments Corp.
New York, NY 10038                               Senior Vice President of AIG
                                                 Domestic Life Companies

Michael Mullin              Chief Operating      Vice President
One Alico Plaza             Officer, Senior
600 King Street             Vice President
Wilmington, DE  19801





                                       66

<PAGE>



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



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

John Robert Skar             Director,  Sr. Vice  Sr. Vice President
One Alico Plaza              President Chief      Actuary AIG Domestic
600 King Street              Actuary              Life 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 Insurance,
AIA Bldg.                                         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 Vice President-
80 Pine Street               Executive Officer    AIG Domestic Life
13th Floor                   and President        Companies
New York, NY 10038




                                       67

<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.


                                       68

<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

The Company may from time to time publish in  advertisements,  sales  literature
and reports to Owners,  the ratings and other information  assigned to it 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  financial
strength  and/or  claims-paying  ability  of  the  Company  and  should  not  be
considered  as  bearing  on the  investment  performance  of assets  held in the
separate  account.  Each year the A.M. Best Company reviews the financial status
of thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect A.M. Best's current opinion of the relative  financial  strength
and operating  performance of an insurance company in comparison to the norms of
the life/health insurance industry.  In addition,  the financial strength of the
Company as measured  by Standard & Poor's  Insurance  Ratings  Services,  and by
Moody's  Investors  Services,  may  be  referred  to  in  advertisements,  sales
literature  or in reports to Owners.  These  ratings  are their  opinions  of an
operating  insurance company's financial capacity to meet the obligations of its
life insurance policies and annuity contracts in accordance with their terms. In
regard  to their  ratings  of us,  these  ratings  are  explicitly  based on the
existence of a Support Agreement,  dated as of December 13, 1991, between us and
our parent,  American  International Group, Inc. ("AIG"),  pursuant to which AIG
has agreed to cause us to  maintain a positive  net worth and to provide us with
funds on a timely basis sufficient to meet our obligations to our policyholders.
The Support Agreement is not, however,  a direct or indirect guarantee by AIG to
any  person of the  payment  of any of our  indebtedness,  liabilities  or other
obligations (including our obligations to our policyholders).



                                       69

<PAGE>

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 relating
to the Support Agreement,  such as a lowering of AIG's long-term debt rating, 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.



                                       70

<PAGE>

                         Polaris Variable Universal Life
               Table of Target Premiums Per $1,000 of Face Amount
                       (Does Not Include $180 Policy Fee)

                                      Male


Issue      Target Premium           Issue       Target Premium
Age     Nonsmoker*     Smoker       Age      Nonsmoker*     Smoker
        
=====   ==========     ======       ======   ==========     ======
 0          N/A         7.75        41        28.02         28.02
 1          N/A         7.77        42        29.27         29.27
 2          N/A         7.93        43        30.57         30.57
 3          N/A         8.12        44        31.95         31.95
 4          N/A         8.31        45        33.40         33.40
 5          N/A         8.52        46        34.94         34.94
 6          N/A         8.74        47        36.55         36.55
 7          N/A         8.97        48        38.26         38.26
 8          N/A         9.22        49        40.07         40.07
 9          N/A         9.49        50        41.99         41.99
 10         N/A         9.77        51        44.02         44.02
 11         N/A        10.07        52        46.18         46.18
 12         N/A        10.37        53        48.47         48.47
 13         N/A        10.69        54        50.87         50.87
 14         N/A        11.02        55        53.47         53.47
 15       11.34        11.34        56        56.13         56.13
 16       11.67        11.67        57        58.97         58.97
 17       11.99        11.99        58        60.00         60.00
 18       12.33        12.33        59        60.00         60.00
 19       12.67        12.67        60        60.00         60.00
 20       13.02        13.02        61        60.00         60.00
 21       13.39        13.39        62        60.00         60.00
 22       13.78        13.78        63        60.00         60.00
 23       14.20        14.20        64        60.00         60.00
 24       14.64        14.64        65        60.00         60.00
 25       15.12        15.12        66        60.00         60.00
 26       15.62        15.62        67        60.00         60.00
 27       16.16        16.16        68        60.00         60.00
 28       16.72        16.72        69        60.00         60.00
 29       17.33        17.33        70        60.00         60.00
 30       17.98        17.98        71        60.00         60.00
 31       18.66        18.66        72        60.00         60.00
 32       19.39        19.39        73        60.00         60.00
 33       20.14        20.14        74        60.00         60.00
 34       20.95        20.95        75        60.00         60.00
 35       21.81        21.81        76        60.00         60.00
 36       22.70        22.70        77        60.00         60.00
 37       23.66        23.66        78        60.00         60.00
 38       24.67        24.67        79        60.00         60.00
 39       25.73        25.73        80        60.00         60.00
 40       26.85        26.85      81-85       60.00         60.00



                                       71

<PAGE>



                         Polaris Variable Universal Life
               Table of Target Premiums Per $1,000 of Face Amount
                       (Does Not Include $180 Policy Fee)

                                     Female

Issue      Target Premium           Issue       Target Premium      
Age     Nonsmoker*     Smoker       Age      Nonsmoker*     Smoker  
                                                                    
=====   ==========     ======       ======   ==========     ======  

  0       N/A           6.61         41       21.97         21.97
  1       N/A           6.63         42       22.85         22.85
  2       N/A           6.76         43       23.74         23.74
  3       N/A           6.91         44       24.69         24.69
  4       N/A           7.05         45       25.68         25.68
  5       N/A           7.22         46       26.72         26.72
  6       N/A           7.38         47       27.81         27.81
  7       N/A           7.56         48       28.96         28.96
  8       N/A           7.74         49       30.16         30.16
  9       N/A           7.93         50       31.44         31.44
 10       N/A           8.13         51       32.79         32.79
 11       N/A           8.35         52       34.21         34.21
 12       N/A           8.57         53       35.70         35.70
 13       N/A           8.81         54       37.28         37.28
 14       N/A           9.05         55       38.94         38.94
 15      9.30           9.30         56       40.69         40.69
 16      9.56           9.56         57       42.57         42.57
 17      9.82           9.82         58       44.56         44.56
 18     10.11          10.11         59       46.69         46.69
 19     10.39          10.39         60       48.98         48.98
 20     10.69          10.69         61       51.45         51.45
 21     11.02          11.02         62       54.11         54.11
 22     11.34          11.34         63       56.96         56.96
 23     11.69          11.69         64       59.99         59.99
 24     12.06          12.06         65       60.00         60.00
 25     12.43          12.43         66       60.00         60.00
 26     12.84          12.84         67       60.00         60.00
 27     13.26          13.26         68       60.00         60.00
 28     13.71          13.71         69       60.00         60.00
 29     14.17          14.17         70       60.00         60.00
 30     14.66          14.66         71       60.00         60.00
 31     15.18          15.18         72       60.00         60.00
 32     15.71          15.71         73       60.00         60.00
 33     16.28          16.28         74       60.00         60.00
 34     16.88          16.88         75       60.00         60.00
 35     17.50          17.50         76       60.00         60.00
 36     18.17          18.17         77       60.00         60.00
 37     18.87          18.87         78       60.00         60.00
 38     19.60          19.60         79       60.00         60.00
 39     20.35          20.35         80       60.00         60.00
 40     21.14          21.14       81-85      60.00         60.00


                                       72

<PAGE>



                         Polaris Variable Universal Life
               Table of Monthly Charges Per $1,000 of Face Amount
                   (Applicable During First 5 Policy Years**)

                                      Male

Issue      Per Unit Charge          Issue       Target Premium      
Age     Nonsmoker*     Smoker       Age      Nonsmoker*     Smoker  
                                                                    
=====   ==========     ======       ======   ==========     ======  
 0       N/A            0.21        41        0.61           0.61
 1       N/A            0.21        42        0.64           0.64
 2       N/A            0.21        43        0.66           0.66
 3       N/A            0.21        44        0.69           0.69
 4       N/A            0.22        45        0.72           0.72
 5       N/A            0.22        46        0.75           0.75
 6       N/A            0.22        47        0.78           0.78
 7       N/A            0.23        48        0.82           0.82
 8       N/A            0.23        49        0.85           0.85
 9       N/A            0.24        50        0.89           0.89
10       N/A            0.25        51        0.93           0.93
11       N/A            0.25        52        0.97           0.97
12       N/A            0.26        53        1.02           1.02
13       N/A            0.26        54        1.07           1.07
14       N/A            0.27        55        1.12           1.12
15      0.28            0.28        56        1.17           1.17
16      0.28            0.28        57        1.23           1.23
17      0.29            0.29        58        1.25           1.25
18      0.30            0.30        59        1.25           1.25
19      0.30            0.30        60        1.25           1.25
20      0.31            0.31        61        1.25           1.25
21      0.32            0.32        62        1.25           1.25
22      0.33            0.33        63        1.25           1.25
23      0.33            0.33        64        1.25           1.25
24      0.34            0.34        65        1.25           1.25
25      0.35            0.35        66        1.25           1.25
26      0.36            0.36        67        1.25           1.25
27      0.37            0.37        68        1.25           1.25
28      0.38            0.38        69        1.25           1.25
29      0.40            0.40        70        1.25           1.25
30      0.41            0.41        71        1.25           1.25
31      0.42            0.42        72        1.25           1.25
32      0.44            0.44        73        1.25           1.25
33      0.45            0.45        74        1.25           1.25
34      0.47            0.47        75        1.25           1.25
35      0.49            0.49        76        1.25           1.25
36      0.50            0.50        77        1.25           1.25
37      0.52            0.52        78        1.25           1.25
38      0.54            0.54        79        1.25           1.25
39      0.56            0.56        80        1.25           1.25
40      0.59            0.59       81-85      1.25           1.25

*    Applicable to Preferred and Standard Nonsmoker Risks.

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

                         Polaris Variable Universal Life


                                       73

<PAGE>


               Table of Monthly Charges Per $1,000 of Face Amount
                   (Applicable During First 5 Policy Years**)

                                     Female

Issue      Per Unit Charge          Issue       Target Premium      
Age     Nonsmoker*     Smoker       Age      Nonsmoker*     Smoker  
                                                                    
=====   ==========     ======       ======   ==========     ======  

 0        N/A          0.18         41         0.49          0.49
 1        N/A          0.18         42         0.51          0.51
 2        N/A          0.19         43         0.52          0.52
 3        N/A          0.19         44         0.54          0.54
 4        N/A          0.19         45         0.56          0.56
 5        N/A          0.19         46         0.58          0.58
 6        N/A          0.20         47         0.61          0.61
 7        N/A          0.20         48         0.63          0.63
 8        N/A          0.20         49         0.65          0.65
 9        N/A          0.21         50         0.68          0.68
10        N/A          0.21         51         0.71          0.71
11        N/A          0.22         52         0.73          0.73
12        N/A          0.22         53         0.76          0.76
13        N/A          0.23         54         0.80          0.80
14        N/A          0.23         55         0.83          0.83
15       0.24          0.24         56         0.86          0.86
16       0.24          0.24         57         0.90          0.90
17       0.25          0.25         58         0.94          0.94
18       0.25          0.25         59         0.98          0.98
19       0.26          0.26         60         1.03          1.03
20       0.26          0.26         61         1.08          1.08
21       0.27          0.27         62         1.13          1.13
22       0.28          0.28         63         1.19          1.19
23       0.28          0.28         64         1.25          1.25
24       0.29          0.29         65         1.25          1.25
25       0.30          0.30         66         1.25          1.25
26       0.31          0.31         67         1.25          1.25
27       0.32          0.32         68         1.25          1.25
28       0.32          0.32         69         1.25          1.25
29       0.33          0.33         70         1.25          1.25
30       0.34          0.34         71         1.25          1.25
31       0.35          0.35         72         1.25          1.25
32       0.36          0.36         73         1.25          1.25
33       0.38          0.38         74         1.25          1.25
34       0.39          0.39         75         1.25          1.25
35       0.40          0.40         76         1.25          1.25
36       0.41          0.41         77         1.25          1.25
37       0.43          0.43         78         1.25          1.25
38       0.44          0.44         79         1.25          1.25
39       0.46          0.46         80         1.25          1.25
40       0.47          0.47       81-85        1.25          1.25

*    Applicable to Preferred and Standard Nonsmoker Risks

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


                                       74


<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 ACOUNT 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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