GENERAL AMERICAN LIFE INSURANCE CO SEPARATE ACCOUNT ELEVEN
S-6/A, 1998-07-31
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<PAGE> 1

   
As filed with the Securities and Exchange Commission on 31 July 1998

                                              Registration No. 333-53477
    

                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549

   
                      Pre-Effective Amendment No. 1
                               to FORM S-6
    
                FOR REGISTRATION UNDER THE SECURITIES ACT
                OF 1933 OF SECURITIES OF UNIT INVESTMENT
                    TRUSTS REGISTERED ON FORM N-8B-2

                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                       (Exact Name of Registrant)

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                            700 Market Street
                          St. Louis, MO  63101
      (Name and Address of principal executive office of depositor)

                      Matthew P. McCauley, Esquire
                 General American Life Insurance Company
                            700 Market Street
                          St. Louis, MO  63101
           (Name and Address of Agent for Service of Process)


Approximate date of proposed public offering:  as soon as practical after the
effective date of this Registration Statement.

   
Securities Being Offered:  The variable portion on flexible premium variable
life insurance contracts.

No filing fee is due because an indefinite number of the securities being
offered will be registered under the Securities Act of 1933 in reliance upon
Section 24(f) of the Investment Company Act of 1940.

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


<PAGE> 2

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

<CAPTION>
  Item No. of
  Form N-8B-2               Caption in Prospectus
  -----------               ---------------------
<C>               <S>
       1.         Cover Page
       2.         Cover Page
       3.         Not Applicable
       4.         Distribution of the Policies
       5.         The Company and the Separate Account
       6.         The Separate Account
       7.         Not Required
       8.         Not Required
       9.         Legal Proceedings
      10.         Summary; Policy Benefits; Policy Rights;
                  Charges and Deductions; General Matters;
                  Voting Rights
      11.         Summary; General American Capital Company
                   American Century Variable
                   Portfolios/J.P. Morgan Series Trust
                   II/Variable Insurance Products
                   Fund/Variable Insurance Products Fund
                   II/VanEck Worldwide Insurance Trust
      12.         Summary; The Company and the Separate Account
      13.         Summary; Charges and Deductions
      14.         Summary; Payment and Allocation of Premiums
      15.         Payment and Allocation of Premiums
      16.         Payment and Allocation of Premiums
      17.         Summary; Policy Rights; Payment and
                  Allocation of Premiums; Charges and
                   Deductions
      18.         Payment and Allocation of Premiums
      19.         General Matters; Voting Rights
      20.         Not Applicable
      21.         Policy Rights; General Matters
      22.         Not Applicable
      23.         Safekeeping of the Separate Account's
                  Assets
      24.         General Matters
      25.         The Company and the Separate Account
      26.         Not Applicable




                                    i
<PAGE> 3


   Item No. of
   Form N-8B-2              Caption in Prospectus
   -----------              ---------------------

      27.         The Company and the Separate Account
      28.         Management of the Company
      29.         The Company and the Separate Account
      30.         Not Applicable
      31.         Not Applicable
      32.         Not Applicable
      33.         Not Applicable
      34.         Not Applicable
      35.         The Company and the Separate Account
      36.         Not Required
      37.         Not Applicable
      38.         Summary; Distribution of the Policies
      39.         Summary; Distribution of the Policies
      40.         Distribution of the Policies
      41.(a)      The Company and the Separate Account;
                   Distribution of the Policies
         (b)      Not required
         (c)      Not required
      42.         Not Applicable
      43.         Not Applicable
      44.         Payment and Allocation of Premiums
      45.         Not Applicable
      46.         Policy Rights
      47.         Payment and Allocation of Premiums
      48.         Not Applicable
      49.         Not Applicable
      50.         The Separate Account
      51.         Cover Page; Summary; Policy Benefits;
                   Policy Rights; Payment and Allocation
                   of Premiums
      52.         The Company and the Separate Account
      53.         Federal Tax Matters
      54.         Not Applicable
      55.         Not Applicable
      56.         Not Required
      57.         Not Required
      58.         Not Required
      59.         Not Required
</TABLE>



                                    - ii -
<PAGE> 4

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                  ISSUED BY
                   GENERAL AMERICAN LIFE INSURANCE COMPANY
       700 Market Street      St. Louis, MO 63101      (314) 231-1700

This Prospectus describes an individual flexible premium variable life
insurance Policy ("the Policy") offered by General American Life Insurance
Company ("General American" or "the Company").  The Policy is designed to
provide lifetime insurance protection and at the same time provide maximum
flexibility to vary premium payments and change the level of death benefits
payable under the Policy.  This flexibility allows an Owner to provide for
changing insurance needs under a single insurance policy.  An Owner also has
the opportunity to allocate Net Premiums among several investment portfolios
with different investment objectives.

   
The Policy provides for: (1) a Cash Surrender Value that can be obtained by
surrendering the Policy; (2) Policy Loans; and (3) a death benefit payable at
the Insured's death.  As long as a Policy remains in force before the
Insured's Attained Age 100, the death benefit will not be less than the
current Face Amount of the Policy.  A Policy will remain in force so long as
its Cash Surrender Value is sufficient to pay certain monthly charges imposed
in connection with the Policy.
    

After the end of the "Right to Examine Policy" period, Net Premiums may be
allocated to one or more of the Divisions of General American Separate
Account Eleven ("the Separate Account") or in certain contracts to General
American's General Account.  If Net Premiums are allocated to the Separate
Account, the amount of the Cash Value will vary to reflect the investment
performance of the investment Divisions selected by the Owner, the Policy may
lapse, and, depending on the death benefit option elected, the amount of the
death benefit above the minimum may also vary with that investment
performance.  The Owner bears the entire investment risk for all amounts
allocated to the Separate Account; there is no minimum guaranteed Cash Value.

Divisions of the Separate Account invest in corresponding Funds from the
following open-end, diversified management investment companies:  General
American Capital Company, Russell Insurance Funds, American Century Variable
Portfolios, J.P. Morgan Series Trust II, Variable Insurance Products Fund,
Variable Insurance Products Fund II,  and Van Eck Worldwide Insurance Trust.
Funds offered from General American Capital Company include the S & P 500
Index Fund, the Money Market Fund, the Bond Index Fund, the Managed Equity
Fund, the Asset Allocation Fund, the International Index Fund, the Mid-Cap
Equity Fund, and the Small-Cap Equity Fund.  Funds offered from Russell
Insurance Funds include the  Multi-Style Equity Fund, the Aggressive Equity
Fund, the Non-U.S.  Fund, and the Core Bond Fund.  Funds offered from
American Century Variable Portfolios include the Income & Growth Fund, the
International Fund, and the Value Fund.  Funds offered from J.P. Morgan
Series Trust II include the Bond Portfolio and the Small Company Portfolio.
Funds offered from Variable Insurance Products Fund include the Equity-Income
Portfolio, the Growth Portfolio, the High Income Portfolio, and the Overseas
Portfolio.  The Fund offered from Variable Insurance Products Fund II is the
Asset Manager Portfolio.  The Funds offered from Van Eck Worldwide Insurance
Trust are the Worldwide Hard Assets Fund and the Worldwide Emerging Markets
Fund.  A full description of the Funds, including the investment policies,
restrictions, risks, and charges is contained in the Prospectus of each Fund.

It may not be advantageous to purchase a Policy as a replacement for another
type of life insurance or as a means to obtain additional insurance
protection if the purchaser already owns another flexible premium variable
life insurance policy.

This Prospectus must be accompanied by current Prospectuses for each Fund.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Please read this Prospectus carefully and retain it for future reference.
The date of this Prospectus is July 1, 1998.  The Policies are not available
in all states.


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


<PAGE> 5

   
<TABLE>
                            TABLE OF CONTENTS
<CAPTION>
                                                                    Page
<S>                                                                 <C>
Definitions                                                            1
Summary                                                                2
The Company and the Separate Account                                   8
    The Company
    The Separate Account
    General American Capital Company
    Russell Insurance Funds
    American Century Variable Portfolios
    J.P. Morgan Series Trust II
    Variable Insurance Products Fund
    Variable Insurance Products Fund II
    Van Eck Worldwide Insurance Trust
Addition, Deletion, or Substitution of Investments                    12
Policy Benefits                                                       12
    Death Benefit
    Cash Value
Policy Rights                                                         16
    Loans
    Surrender, Partial Withdrawals and Pro Rate Surrender
    Transfers
    Portfolio Rebalancing
    Dollar Cost Averaging
    Right to Examine Policy
    Death Benefit at Attained Age 100
Payment and Allocation of Premiums                                    21
    Issuance of a Policy
    Premiums
    Allocation of Net Premiums and Cash Value
    Policy Lapse and Reinstatement
Charges and Deductions                                                24
    Premium Expense Charges
    Monthly Deduction
    Contingent Deferred Sales Charge
    Separate Account Charges
Dividends                                                             27
The General Account                                                   27
General Matters                                                       29
Distribution of the Policies                                          32
Federal Tax Matters                                                   32
Unisex Requirements Under Montana Law                                 36
Safekeeping of the Separate Account's Assets                          36
Voting Rights                                                         36
State Regulation of the Company                                       37
Management of the Company                                             38
Legal Matters                                                         40
Legal Proceedings                                                     41
Experts                                                               41
Additional Information                                                41
Financial Statements                                                  41
Appendix A - Illustration of Death Benefits and Cash Values           43
</TABLE>
    


<PAGE> 6

                               DEFINITIONS

Attained Age - The Issue Age of the Insured plus the number of completed
Policy Years.

Beneficiary - The person(s) named in the application or by later designation
to receive Policy proceeds in the event of the Insured's death.  A
Beneficiary may be changed as set forth in the Policy and this Prospectus.

Cash Value - The total amount that a Policy provides for investment at any
time.  It is equal to the total of the amounts credited to the Owner in the
Separate Account and the General Account, including the Loan Account.

Cash Surrender Value - The Cash Value of a Policy on the date of surrender,
less any Indebtedness, and less any surrender charges.

Division - A subaccount of the Separate Account.  Each Division invests
exclusively in the shares of a corresponding Fund of either General American
Capital Company, Russell Insurance Funds, American Century Variable
Portfolios, J.P. Morgan Series Trust II, Variable Insurance Products Fund,
Variable Insurance Products Fund II, or Van Eck Worldwide Insurance Trust.

Effective Date - The date as of which insurance coverage begins under a
policy.

Face Amount - The minimum death benefit under the Policy so long as the
Policy remains in force.

Fund - A separate investment Portfolio of either General American Capital
Company, Russell Insurance Funds, American Century Variable Portfolios, J.P.
Morgan Series Trust II, Variable Insurance Products Fund, Variable Insurance
Products Fund II, or Van Eck Worldwide Insurance Trust.  Although sometimes
referred to elsewhere as "Portfolios," they are referred to herein as
"Funds," except where "Portfolio" is part of their name.

General Account -The assets of the Company other than those allocated to the
Separate Account or any other separate account.  The Loan Account is part of
the General Account.

Home Office - The service office of General American Life Insurance Company,
the mailing address of which is P.O. Box 14490, St. Louis, Missouri 63178.

Indebtedness - The sum of all unpaid Policy Loans and accrued interest on
loans.

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

Investment Start Date - The date the initial premium is applied to the
General Account and/or the Divisions of the Separate Account.  This date is
the later of the Issue Date or the date the initial premium is received at
General American's Home Office.

Issue Age - The Insured's age at his or her nearest birthday as of the date
the Policy is issued.

Issue Date - The date from which Policy Anniversaries, Policy Years, and
Policy Months are measured.

Loan Account - The account of the Company to which amounts securing Policy
Loans are allocated.  The Loan Account is part of General American's General
Account.

Loan Subaccount - A Loan Subaccount exists for the General Account and for
each Division of the Separate Account.  Any Cash Value transferred to the
Loan Account will be allocated to the appropriate Loan Subaccount to reflect
the origin of the Cash Value.  At any point in time, the Loan Account will
equal the sum of all the Loan Subaccounts.

Monthly Anniversary - The same date in each succeeding month as the Issue
Date except that whenever the Monthly Anniversary falls on a date other than
a Valuation Date, the Monthly Anniversary will be deemed the next Valuation
Date.  If any Monthly Anniversary would be the 29th, 30th, or 31st day of a
month that does not have that number of days, then the Monthly Anniversary
will be the last day of that month.

Net Premium - The premium less the premium expense charges (consisting of the
sales charge and the premium tax charge).

Owner - The Owner of a Policy, as designated in the application or as
subsequently changed.

Policy - The flexible premium variable life insurance Policy offered by the
Company and described in this Prospectus.

Policy Anniversary - The same date each year as the Issue Date.

Policy Month - A month beginning on the Monthly Anniversary.

Policy Year - A period beginning on a Policy Anniversary and ending on the
day immediately preceding the next Policy Anniversary.

                                    1
<PAGE> 7

Portfolio - see Fund.

   
Pro-Rata Surrender - A requested reduction of both the Face Amount and the
Cash Value by a given percentage.
    

SEC - The United States Securities and Exchange Commission.

Separate Account - General American Separate Account Eleven, a separate
investment account established by the Company to receive and invest the Net
Premiums paid under the Policy, and certain other variable life policies, and
allocated by the Owner to provide variable benefits.

   
Target Premium - A premium calculated when a Policy is issued, based on the
Insured's age, sex (except in unisex policies) and risk class.  The target
premium is used to calculate the first year's premium expense charge, the
contingent deferred sales charge, and agent compensation under the Policy.
(See Charges and Deductions.)
    

Valuation Date - Each day that the New York Stock Exchange is open for
trading and the Company is open for business.  The Company is not open for
business the day after Thanksgiving.

Valuation Period - The period between two successive Valuation Dates,
commencing at 4:00 p.m.  (Eastern Standard Time) on a Valuation Date and
ending 4:00 p.m.  on the next succeeding Valuation Date.

                                 SUMMARY

The following summary of Prospectus information should be read in conjunction
with the detailed information appearing elsewhere in this Prospectus.  Unless
otherwise indicated, the description of the Policies contained in this
Prospectus assumes that a Policy is in force and that there is no outstanding
Indebtedness.

The Policy.  Under the flexible premium variable life insurance Policy
described in this Prospectus, the Owner may, subject to certain limitations,
make premium payments in any amount and at any frequency.  The Policy is a
life insurance contract with death benefits, Cash Value, surrender rights,
Policy Loan privileges, and other features traditionally associated with life
insurance.  It is a "flexible premium" Policy because, unlike traditional
insurance policies, there is no fixed schedule for premium payments.
Although the Owner may establish a schedule of premium payments ("planned
premium payments"), failure to make the planned premium payments will not
necessarily cause a Policy to lapse nor will making the planned premium
payments guarantee that a Policy will remain in force.  Thus, an Owner may,
but is not required to, pay additional premiums.  This flexibility permits an
Owner to provide for changing insurance needs within a single insurance
policy.

The Policy is a "variable" Policy because, unlike the fixed benefits under an
ordinary life insurance contract, to the extent that Net Premiums are
allocated to the Separate Account, the Cash Value and, under certain
circumstances, the death benefit under a Policy may increase or decrease
depending upon the investment performance of the Divisions of the Separate
Account to which the Owner has allocated Net Premium payments.  However, so
long as a Policy's Cash Surrender Value continues to be sufficient to pay the
monthly deductions, an Owner is guaranteed a minimum death benefit equal to
the Face Amount of his or her Policy, less any outstanding Indebtedness.

A Policy will lapse (and terminate without value) when the Cash Surrender
Value is insufficient to pay the next monthly deduction and a grace period of
62 days expires without an adequate payment being made by the Owner.  (See
Payment and Allocation of Premiums - Policy Lapse and Reinstatement.)

The Separate Account.  After the end of the "Right to Examine Policy" period,
the Owner may allocate the Net Premiums to the Separate Account and, if it is
available, to the General Account.  Amounts allocated to the Separate Account
are further allocated to one or more Divisions.  Assets of each Division are
invested at net asset value in shares of a corresponding Fund.  (See The
Company and the Separate Account,) An Owner may change future allocations of
Net Premiums at any time.

The option offered in connection with the Policies to allocate Net Premiums
or to transfer Cash Value to the General Account may not be made available,
at the Company's discretion, under all Policies.  Further, the option may be
limited with respect to some Policies.  The Company may, from time to time,
adjust the extent to which future premiums may be allocated to the General
Account in regard to any or all outstanding Policies.  Such adjustments may
not be uniform as to all Policies.

Until the end of the "Right to Examine Policy" period (See Policy Rights -
Right to Examine Policy), all Net Premiums automatically will be allocated to
the Division that invests in the Money Market Fund.  (See Payment and
Allocation of Premiums - Allocation of Net Premiums and Cash Value.)

To the extent Net Premiums are allocated to the Divisions of the Separate
Account, the Cash Value

                                    2
<PAGE> 8
will, and the death benefit may, vary with the investment performance of the
chosen Division.  To the extent Net Premiums are allocated to the General
Account, the Cash Value will accrue interest at a guaranteed minimum rate.
(See The General Account.)  Thus, depending upon the allocation of Net
Premiums, investment risk over the life of a Policy may be borne by the
Owner, by the Company, or by both.

   
Subject to certain restrictions, an Owner may transfer Cash Values among the
Divisions of the Separate Account or, it available, between the Separate
Account and the General Account.  Currently, no transaction charge is assessed
for the first twelve requested transfers or partial withdrawals in a Policy
Year. A charge of $25 applies to requested transfers or partial withdrawals
in excess of twelve. The Company reserves the right to revoke or modify the
transfer privilege.  (See Policy Rights - Transfers.)
    

Charges and Deductions.  A premium expense charge will be deducted from each
premium payment prior to allocation.  The premium expense charge consists of
a sales charge and a charge to cover premium taxes and federal taxes.  The
sales charge will never exceed the following levels:
<TABLE>
<S>                       <C>
      Policy Year 1       15% of premium up to Target
                           5% of premium above Target
      Policy Years 2-10    5% of all premium paid
      Policy Years 11+     2% of all premium paid
</TABLE>
For policies issued in the state of Oregon, the amounts shown above are
increased by 2%.

   
In addition to the sales charges shown above, there is a premium tax charge
in all policy years.  This charge varies by state or other jurisdiction and
provides a pass-through of the actual premium tax (if any) incurred as a
result of taxes imposed by the state or other jurisdiction.  State premium
taxes currently range from 0% to 3.5% (4% in Puerto Rico), with an average of
approximately 2.1%.  We reserve the right to change the premium tax charge as
a result of rate changes by the governing jurisdiction.  There is a federal
tax charge designed to pass through the equivalent of the federal tax
consequences applicable to the policy.  The federal tax charge is currently
1.3% of premium paid, and is guaranteed not to increase except to the extent
of any increases in the federal tax.  (See Charges and Deductions - Premium
Expense Charges.)

A Contingent Deferred Sales Charge (CDSC or Surrender Charge) to compensate
for sales expenses will also be assessed against the Cash Value under a
Policy upon a surrender, a lapse, a partial withdrawal, or Pro-Rata
Surrender.  The CDSC will never exceed 45% of the annual Target Premium
attributable to the base policy.  (See Policy Rights - Surrender, Partial
Withdrawals, and Pro-Rata Surrender; Policy Benefits - Death Benefit;  and
Charges and Deductions - Contingent Deferred Sales Charge.)  Reductions in
the Contingent Deferred Sales Charge are available in some situations.  (See
Adjustment of Charges.)

On each Monthly Anniversary, the Cash Value will be reduced by a monthly
deduction.  The monthly deduction includes an administrative charge which is
generally $25 per month for each Policy Month during the first Policy Year,
and $6 per month for each Policy Month beginning in the second Policy Year.
During the first ten Policy Years following the Issue Date and following an
increase in the Face Amount, we generally make a deduction for a selection
and issue expense charge.  This amount ranges from about 4 cents to 65 cents
per $1,000 of face amount, and varies by the Insured's age, sex, and risk
class.  (See Charges and Deductions - Monthly Deduction.)  A monthly charge
is also made for the cost of insurance, and the cost of any additional
benefits provided by rider.  (See Charges and Deductions - Monthly
Deduction.)
    

A daily charge based on a percentage of the net assets of each Division of
the Separate Account will be imposed for the Company's assumption of certain
mortality and expense risks incurred in connection with the Policies.  The
charge will not exceed an amount equal to the following effective annual
charges:
<TABLE>
<S>                           <C>
      Policy Years 1-10       .55% of net Separate Account assets
      Policy Years 11-20      .45% of net Separate Account assets
      Policy Years 21+        .35% of net Separate Account Assets
</TABLE>
   
This charge is not deducted from the Cash Value, but rather is applied to the
calculation of the net investment factor.  (See Charges and Deductions -
Separate Account Charges.)
    

The Company may make a charge for any  taxes or economic burden resulting
from the application of the tax laws that it determines to be properly
attributable to the Separate Account or to the Policy.  (See Federal Tax
Matters.)

The operating expenses of the Separate Account are paid by General American.
Investment Advisory fees and other operating expenses of the Funds are paid
by the Funds and are reflected in the value of the assets of the
corresponding Division of the Separate Account.  For a description of these
charges, see Charges and Deductions--Separate Account Charges.

   
The following chart shows the operating expenses of the Funds as reported for
the fiscal year ending December 31, 1997:

                                    3
<PAGE> 9


<TABLE>
- ----------------------------------------------------------------------------------------------------------------

                                       Annual Fund Operating Expenses<F1>
                                     As a Percentage of Average Net Assets

- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                   Investment
                       Fund                         Advisory/              Other Expenses               Total
                                                   Management
                                                      Fee
- ----------------------------------------------------------------------------------------------------------------
                                        General American Capital Company
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
S&P 500 Index Fund                                    .25%                       .05%                     .30%
- ----------------------------------------------------------------------------------------------------------------
Money Market Fund                                     .125%                      .08%                     .205%
- ----------------------------------------------------------------------------------------------------------------
Bond Index Fund                                       .25%                       .05%                     .30%
- ----------------------------------------------------------------------------------------------------------------
Managed Equity Fund                                   .40%<F2>                   .10%                     .50%
- ----------------------------------------------------------------------------------------------------------------
Asset Allocation Fund                                 .50%                       .10%                     .60%
- ----------------------------------------------------------------------------------------------------------------
International Index Fund                              .50%<F3>                   .30%                     .80%
- ----------------------------------------------------------------------------------------------------------------
Mid-Cap Equity Fund                                   .55%<F4>                   .10%                     .65%
- ----------------------------------------------------------------------------------------------------------------
Small-Cap Equity Fund                                 .25%                       .05%                     .30%
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                            Russell Insurance Funds

                         (AMOUNTS SHOWN ARE AFTER FEE WAIVERS AND EXPENSE REIMBURSEMENTS DESCRIBED BELOW.)
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Multi-Style Equity Fund                               .09%<F5>                   .83%                     .92%<F5>
- ----------------------------------------------------------------------------------------------------------------
Aggressive Equity Fund                                .00%<F6>                  1.25%                    1.25%<F6>
- ----------------------------------------------------------------------------------------------------------------
Non-U.S. Fund                                         .00%<F7>                  1.30%                    1.30%<F7>
- ----------------------------------------------------------------------------------------------------------------
Core Bond Fund                                        .00%<F8>                   .80%                     .80%<F8>
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                      American Century Variable Portfolios
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Income & Growth Fund                                  .70%                       .00%                     .70%
- ----------------------------------------------------------------------------------------------------------------
International Fund                                   1.50%                       .00%                    1.50%
- ----------------------------------------------------------------------------------------------------------------
Value Fund                                           1.00%                       .00%                    1.00%
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                          J.P. Morgan Series Trust II
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Bond Portfolio                                        .30%                       .45%                     .75%
- ----------------------------------------------------------------------------------------------------------------
Small Company Portfolio                               .60%                       .55%                    1.15%
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                        Variable Insurance Products Fund
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Equity-Income Portfolio                               .50%                       .08%                     .58%
- ----------------------------------------------------------------------------------------------------------------
Growth Portfolio                                      .60%                       .09%                     .69%
- ----------------------------------------------------------------------------------------------------------------
Overseas Portfolio                                    .75%                       .17%                     .92%
- ----------------------------------------------------------------------------------------------------------------
High Income Portfolio                                 .59%                       .12%                     .71%
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                      Variable Insurance Products Fund II
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Asset Manager                                         .55%                       .10%                     .65%
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                       Van Eck Worldwide Insurance Trust
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Worldwide Hard Assets Fund                           1.00%                       .00%                    1.00%
- ----------------------------------------------------------------------------------------------------------------
Worldwide Emerging Markets Fund                      1.50%                       .00%                    1.50%
- ----------------------------------------------------------------------------------------------------------------

<FN>
<F1> The Fund expenses shown above are assessed at the underlying Fund level
and are not direct charges against the Separate Account assets or reductions
from the Policy's Cash Value.  These underlying Fund Expenses are taken into
consideration in computing each Fund's net asset value, which is used to
calculate the unit values in the Separate Account.  The management fees and
other expenses are more fully described in the prospectus of each individual
Fund.  The information relating to the Fund expenses was provided by the Fund
and was not independently verified by General American.  Except as otherwise
specifically noted, the management fees and other expenses are not currently
subject to fee waivers or expense reimbursements.

<F2> The fees charged by the Managed Equity Fund are stated as a series of
annual percentages of the average daily value of the net assets of the Fund.
The percentages decrease with respect to assets of the Fund above certain
amounts, as follows:  First $10 million, 0.40%; Next $20 million, 0.30%;
Balance over $30 million, 0.25%.

<F3> The fees charged by the International Index Fund are stated as a series
of annual percentages of the average daily value of the net assets of the
Funds.  The percentages decrease with respect to assets of the Fund above
certain amounts, as follows:  First $10 million, 0.50%; Next $20 million,
0.40%; Balance over $20 million, 0.30%.

                                    4
<PAGE> 10

<F4> The fees charged by the Mid-Cap Equity Fund are stated as a series of
annual percentages of the average daily value of the net assets of the Funds.
The percentages decrease with respect to assets of the Fund above certain
amounts, as follows:  First $10 million, 0.55%; Next $10 million, 0.45%;
Balance over $20 million, 0.40%.

<F5> The Manager has voluntarily agreed to waive a portion of its 0.78%
management fee, up to the full amount of that fee, equal to the amount by
which the Fund's total operating expenses exceed 0.92% of the Fund's average
daily net assets on an annual basis, and to reimburse the Fund for all
remaining expenses after fee waivers which exceed 0.92% of average daily net
assets on an annual basis.  The management fee waivers and reimbursements are
intended to be in effect for 1998, but may be revised or eliminated at any
time thereafter without notice to shareholders.  Absent the waiver, the
management fee would have been 0.78%, and total Fund expenses would have been
1.61% of average daily net assets.

<F6> The Manager has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount by
which the Fund's total operating expenses exceed 1.25% of the Fund's average
daily net assets on an annual basis, and to reimburse the Fund for all
remaining expenses after fee waivers which exceed 1.25% of average daily net
assets on an annual basis.  The management fee waivers and reimbursements are
intended to be in effect for 1998, but may be revised or eliminated at any
time thereafter without notice to shareholders.  Absent the waiver, the
management fee would have been 0.95%, other expenses would have been 1.27%,
and total Fund expenses would have been 2.22% of average daily net assets.

<F7> The Manager has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount by
which the Fund's total operating expenses exceed 1.30% of the Fund's average
daily net assets on an annual basis, and to reimburse the Fund for all
remaining expenses after fee waivers which exceed 1.30% of average daily net
assets on an annual basis.  The management fee waivers and reimbursements are
intended to be in effect for 1998, but may be revised or eliminated at any
time thereafter without notice to shareholders.  Absent the waiver, the
management fee would have been 0.95%, other expenses would have been 2.70%,
and total Fund expenses would have been 3.65% of average daily net assets.

<F8> The Manager has voluntarily agreed to waive a portion of its 0.60%
management fee, up to the full amount of that fee, equal to the amount by
which the Fund's total operating expenses exceed 0.80% of the Fund's average
daily net assets on an annual basis, and to reimburse the Fund for all
remaining expenses after fee waivers which exceed 0.80% of average daily net
assets on an annual basis.  The management fee waivers and reimbursements are
intended to be in effect for 1998, but may be revised or eliminated at any
time thereafter without notice to shareholders.  Absent the waiver, the
management fee would have been 0.60%, other expenses would have been 1.70%,
and total Fund expenses would have been 2.30% of average daily net assets.
</TABLE>

There are no transaction charges to cover the administrative costs of
processing the first twelve partial withdrawals or requested transfers of
Cash Value between Divisions of the Separate Account or the General Account
in any Policy Year.  There is a charge of $25 for each partial withdrawal or
requested transfer in excess of twelve.  (See Payment and Allocation of
Premiums - Allocation of Net Premiums and Cash Value; Policy Rights -
Surrender, Partial Withdrawals, and Pro-Rata Surrender; and The General
Account.)
    

Premiums.  An Owner has considerable flexibility concerning the amount and
frequency of premium payments.  A Policy will not become effective until the
Owner has paid an initial premium equal to one-twelfth (1/12) of the "Minimum
Premium" for the Policy.  This amount will be different for each Policy.
Thereafter, an Owner may, subject to certain restrictions, make premium
payments in any amount and at any frequency.  The Owner may also determine a
planned premium payment schedule.  The schedule will provide for a premium
payment of a level amount at a fixed interval over a specified period of
time.  An Owner need not, however, adhere to the planned premium payment
schedule.  For policies issued as a result of a term conversion from certain
General American term policies, the Company requires the Owner to pay an
initial premium, which combined with conversion credits given, if any, will
equal one full "Minimum Premium" for the Policy.  (See Payment and Allocation
of Premiums.)

   
If, during the first five Policy Years, the sum of all premiums paid on the
Policy, reduced by any partial withdrawals and any outstanding loan balance,
is greater than or equal to the sum of the no lapse monthly premiums for the
elapsed months since the Issue Date, the Policy will not lapse as a result of
a Cash Value less any loans, loans interest due, and any surrender charge
being insufficient to pay the monthly deduction.  A Policy will lapse only
when the Cash Surrender Value is insufficient to pay the next monthly
deduction (See Charges and Deductions - Monthly Deduction.) and a grace
period expires without a sufficient payment by the Owner.  (See Payment and
Allocation of Premiums - Policy Lapse and Reinstatement.)

Death Benefit.  A death benefit is payable to the named Beneficiary when the
Insured under a Policy dies.  Three death benefit options are available.
Under Death Benefit Option A, the death benefit is

                                    5
<PAGE> 11
the Face Amount of the Policy or, if greater, the applicable percentage of
Cash Value.  Under Death Benefit Option B, the death benefit is the Face
Amount of the Policy plus the Cash Value or, if greater, the applicable
percentage of Cash Value.  Under Death Benefit Option C, the death benefit is
the Face Amount of the Policy or, if greater, the Cash Value multiplied by
the Attained Age factor.  So long as the Policy remains in force, prior to
Attained Age 100 the minimum death benefit under any death benefit option
will be at least the current Face Amount.  The death benefit will be
increased by any unpaid dividends determined prior to the Insured's death,
and by the amount of the cost of insurance for the portion of the month from
the date of death to the end of the month, and reduced by any outstanding
Indebtedness.  The death benefit will be paid according to the settlement
options available at the time of death.  (See Policy Benefits - Death
Benefit.)

The minimum Face Amount at issue is generally $50,000 under the Company's
current rules.  Subject to certain restrictions, the Owner may change the
Face Amount and the death benefit option.  In certain cases evidence of
insurability may be required.  (See Change in Death Benefit Option, and
Change In Face Amount.)
    

Additional insurance benefits are offered under the Policy.  (See General
Matters - Additional Insurance Benefits.) The cost of these additional
insurance benefits will be deducted from the Cash Value as part of the
monthly deduction.  (See Charges and Deductions - Monthly Deduction.)

   
Cash Value.  The Policies provide for a Cash Value equal to the total of the
amounts credited to the Owner in the Separate Account, the Loan Account
(securing Policy Loans) and in certain contracts, the General Account.  A
Policy's Cash Value will reflect the amount and frequency of Net Premium
payments, the investment performance of any selected Divisions of the
Separate Account, any Policy Loans and related interest, any partial
withdrawals, and the charges imposed in connection with the Policy.  (See
Policy Benefits - Cash Value.) There is no minimum guaranteed Cash Value.
    

Policy Loans.  An Owner may borrow against the Cash Value of a Policy.  The
maximum amount that may be borrowed under a Policy ("the Loan Value") is the
Cash Value of the Policy on the date the loan request is received, plus
interest expected to be earned on the loan balance to the next Policy
Anniversary at the General Account's guaranteed interest rate, less loan
interest to the next Policy Anniversary, less any outstanding Indebtedness,
less any surrender charges, less monthly deductions to the next loan interest
due date.  Loan interest is payable on each Policy Anniversary and all
outstanding Indebtedness will be deducted from proceeds payable at the
Insured's death, upon the exercise of a settlement option, or upon surrender.

A Policy loan will be allocated among the General Account (if available) and
the various Divisions of the Separate Account.  When a loan is allocated to
the Divisions of the Separate Account, a portion of the Policy's Cash Value
in  the Divisions of the Separate Account sufficient to secure the loan will
be transferred to the Loan Account as security for the loan.  Therefore, a
loan may have impact on the Policy's Cash Value even if it is repaid.  A
Policy Loan may be repaid in whole or in part at any time while the Policy is
in force.  (See Policy Rights - Loans.) Loans taken from, or secured by, a
Policy may have Federal income tax consequences.  (See Federal Tax Matters.)

   
Surrender, Partial Withdrawals, and Pro-Rata Surrender.  At any time that a
Policy is in force, an Owner may elect to surrender the Policy and receive
its Cash Surrender Value plus the value of dividends (if any) determined
prior to the surrender.  After the first year, an Owner may also request a
partial withdrawal of the Cash Surrender Value of the Policy.  When the death
benefit is not based on an applicable percentage of the Cash Value, a partial
withdrawal reduces the death benefit payable under the Policy by an amount
equal to the reduction in the Policy's Cash Value unless the withdrawal is
made under the terms of the anniversary partial withdrawal rider.  (See
General Matters - Additional Insurance Benefits.)  An Owner may also request
a Pro-Rata Surrender of the Policy.  (See Policy Rights - Surrender, Partial
Withdrawals, and Pro-Rata Surrender.) A surrender, partial withdrawal, or
Pro-Rata Surrender may have Federal income tax consequences.  (See Federal
Tax Matters.)
    

Right to Examine Policy.  The Owner has a limited right to return a Policy
for cancellation within 20 days after receiving it (30 days if the Owner is a
resident of California and is age 60 or older), or within 45 days after the
application is signed, whichever is later (or such longer period, if any, as
required by law).  If a Policy is canceled within this time period, a refund
will be paid which will equal all premiums paid under the Policy except in
Kansas.  The Owner also has a similar right to cancel a requested increase in
Face Amount.  Upon cancellation of an increase, the additional charges
deducted in connection with the increase will be added to the Cash Value.
(See Policy Rights - Right to Examine Policy.)

Illustrations of Death Benefits and Cash Surrender Values.  Illustrations in
Appendix A show how death benefits and Cash Surrender Values may vary based
on certain rate of return assumptions and how these

                                    6
<PAGE> 12
benefits compare with amounts which would accumulate if premiums were
invested to earn interest at 5% compounded annually.  If a Policy is
surrendered in the early Policy Years the Cash Surrender Value payable will
be low as compared to premiums accumulated at interest, and consequently the
insurance protection provided prior to surrender will be costly.  You may
make a written request for  a projection of illustrated future Cash Values
and death benefits for a nominal fee not to exceed $25.00.

   
Tax Consequences of the Policy.  If a Policy is issued on the basis of a
standard premium class or on a guaranteed or simplified issue basis, while
limited guidance exists, the Company believes that the Policy should qualify
as a life insurance contract for Federal income tax purposes.  However, if a
Policy is issued on a substandard basis, it is unclear whether or not such a
Policy would qualify as a life insurance contract for Federal income tax
purposes.  Assuming that the Policy qualifies as a life insurance contract
for Federal income tax purposes, the Company believes the Cash Value of the
Policy should be subject to the same Federal income tax treatment as the Cash
Value of a conventional fixed-benefit contract.  If so, the Owner is not
considered to be in constructive receipt of the Cash Value under the Policy
until there is a distribution.  A change of Owners, a surrender, a partial
withdrawal, a Pro-Rata Surrender, a lapse with outstanding Indebtedness, or
an exchange may have tax consequences, depending on the particular
circumstances.  (See Federal Tax Matters.)
    

A Policy may be treated as a "modified endowment contract" depending upon the
amount of premiums paid in relation to the death benefit.  If the Policy is a
modified endowment contract, then all pre-death distributions, including
Policy Loans and due but unpaid loan interest, will be treated first as a
distribution of taxable income and then as a return of basis or investment in
the contract.  In addition, prior to the Owner's age 59 1/2 taxable income
from such distributions generally will be subject to a 10% additional tax.

If the Policy is not a modified endowment contract, distributions generally
will be treated first as a return of basis or investment in the contract and
then as disbursing taxable income.  Moreover, loans will not be treated as
distributions.  Finally, neither distributions nor loans from a Policy that
is not a modified endowment contract are subject to the 10% additional tax.
(See Federal Tax Matters.)

Dividends.  We do not anticipate that the Policy will share in the divisible
surplus of the Company in the form of a dividend.  (See Dividends.)

                                  * * *

This Prospectus describes only those aspects of the Policy that relate to the
Separate Account, except where General Account matters are specifically
mentioned.  For a brief summary of the aspects of the Policy relating to the
General Account, see The General Account.

                      THE COMPANY AND THE SEPARATE
                                 ACCOUNT

                               The Company

General American Life Insurance Company ("General American" or "the Company")
was originally incorporated as a stock company in 1933.  In 1936, General
American initiated a program to convert to a mutual life insurance company.
In 1997, General American's policyholders approved a reorganization of the
Company into a mutual holding company structure under which General American
became a stock company wholly owned by GenAmerica Corporation, an
intermediate stock holding company.  GenAmerica is wholly owned by General
American Mutual Life Insurance Company, a mutual holding company organized
under Missouri law.  The mutual holding company structure retains mutuality
as General American's ultimate parent company is wholly owned by General
American's policyholders.

General American is principally engaged in writing individual and group life
insurance policies and annuity contracts.  As of December 31, 1997, it had
consolidated assets of approximately $24 billion.  It is admitted to do
business in 49 states, the District of Columbia, Puerto Rico, and in ten
Canadian provinces.  The principal offices of General American are located at
700 Market Street, St. Louis, Missouri 63101.  The mailing address of General
American's service center ("the Home Office") is P.O. Box 14490, St. Louis,
Missouri 63178.

                          The Separate Account

General American Life Insurance Company Separate Account Eleven ("the
Separate Account") was established by General American as a separate
investment account on January 24, 1985 under Missouri law.  The Separate
Account will receive and invest the Net Premiums paid under this Policy and
allocated to it.  In addition, the Separate Account currently receives and
invests Net Premiums for other classes of flexible premium variable life
insurance policies and might do so for additional classes in the future.

The Separate Account has been registered with the SEC as a unit investment
trust under the Investment Company Act of 1940 ("the 1940 Act") and meets

                                    7
<PAGE> 13
the definition of a "separate account" under Federal securities laws.
Registration with the SEC does not involve supervision of the management or
investment practices or policies of the Separate Account or General American
by the SEC.

The Separate Account currently is divided into twenty-four Divisions.
Divisions invest in corresponding Funds from one of seven open-end,
diversified management investment companies: (1) General American Capital
Company, (2) Russell Insurance Funds, (3) American Century Variable
Portfolios, (4) J.P. Morgan Series Trust II, (5) Variable Insurance Products
Fund, (6) Variable Insurance Products Fund II, and (7) Van Eck Worldwide
Insurance Trust.  Income and both realized and unrealized gains or losses
from the assets of each Division of the Separate Account are credited to or
charged against that Division without regard to income, gains, or losses from
any other Division of the Separate Account or arising out of any other
business General American may conduct.

Although the assets of the Separate Account are the property of General
American, the assets in the Separate Account equal to the reserves and other
liabilities of the Separate Account are not chargeable with liabilities
arising out of any other business which General American may conduct.  The
assets of the Separate Account are available to cover the general liabilities
of General American only to the extent that the Separate Account's assets
exceed its liabilities arising under the Policies.  From time to time, the
Company may transfer to its General Account any assets of the Separate
Account that exceed the reserves and the Policy liabilities of the Separate
Account (which will always be at least equal to the aggregate Policy value
allocated to the Separate Account under the Policies).  Before making any
such transfers, General American will consider any possible adverse impact
the transfer may have on the Separate Account.

                    General American Capital Company

   
General American Capital Company ("the Capital Company") is an open-end,
diversified management investment company which was incorporated in Maryland
on November 15, 1985, and commenced operations on October 1, 1987.  Only the
Funds described in this section of the Prospectus are currently available as
investment choices for this Policy even though additional Funds may be
described in the prospectus for the Capital Company.  Shares of Capital
Company are currently offered to separate accounts established by General
American Life Insurance Company and affiliates.  The Capital Company's
investment adviser is Conning Asset Management Company ("the Adviser"), an
indirect, majority-owned subsidiary of General American.  The adviser selects
investments for the Funds.
    

The investment objectives and policies of each Fund are summarized below:

    S&P 500 Index Fund: The investment objective of this Fund is to
    provide investment results that parallel the price and yield
    performance of publicly-traded common stocks in the aggregate.
    The Fund uses the Standard & Poor's Composite Index of 500 Stocks
    ("the S&P Index") as its standard for performance comparison.
    The Fund attempts to duplicate the performance of the S&P Index
    and includes dividend income as a component of the Fund's total
    return.  The Fund is not managed by Standard & Poor's.

    The Money Market Fund: The investment objective of the Money
    Market Fund is to obtain the highest level of current income
    which is consistent with the preservation of capital and
    maintenance of liquidity.  The Fund invests primarily in
    high-quality, short-term money market instruments.  An investment
    in the Money Market Fund is neither insured nor guaranteed by the
    U. S. Government.

    Bond Index Fund: The investment objective of this Fund is to
    provide a rate of return that reflects the performance of the
    publicly-traded bond market as a whole.  The Fund uses the Lehman
    Brothers Government/Corporate Bond Index as its standard for
    performance comparison.

    Managed Equity Fund: The investment objective of this Fund is
    long-term growth of capital, obtained by investing primarily in
    common stocks.  Securing moderate current income is a secondary
    objective.

    Asset Allocation Fund: The investment objective of this Fund is a
    high rate of long-term total return composed of capital growth
    and income payments.  Preservation of capital is the secondary
    objective and chief limit on investment risk.  The Fund will
    invest only in those types of securities that the other Capital
    Company Funds may invest in.  The Asset Allocation Fund invests
    in a combination of common stocks, bonds, or money market
    instruments in accordance with guidelines established from time
    to time by Capital Company's Board of Directors.

   
    International Index Fund: The investment objective of this Fund
    is to obtain investment results that parallel the price and yield
    performance of publicly-traded common stocks

                                    8
<PAGE> 14
    in the Morgan Stanley Capital International ("MSCI") Europe,
    Australia and Far East Index ("EAFE").
    

    Mid-Cap Equity Fund: The investment objective of this Fund is
    capital appreciation.  It pursues this objective by investing
    primarily in common stocks of United States-based, publicly
    traded companies with medium market capitalizations falling
    within the capitalization range of the S&P Mid-Cap 400 at the
    time of the Fund's investment.

    Small-Cap Equity Fund: The investment objective of this Fund is
    to provide a rate of return that corresponds to the performance
    of the common stock of small companies, while incurring a level
    of risk that is generally equal to the risks associated with
    small company common stock.  The Fund attempts to duplicate the
    performance of the smallest 20% of companies, based on
    capitalization size, that are based in the United States and
    listed on the New York Stock Exchange ("NYSE").

                         Russell Insurance Funds

Russell Insurance Funds ("RIF") is organized as a Massachusetts business
trust under a Master Trust Agreement dated July 11, 1996.  RIF is authorized
to issue an unlimited number of shares evidencing beneficial interests in
different investment Funds, which interests may be offered in one or more
classes.  RIF is a diversified open end management investment company,
commonly known as a "mutual fund."  Frank Russell Company, which is a
consultant to RIF, has been primarily engaged since 1969 in providing asset
management consulting services to large corporate employee benefit funds.
Major components of its consulting services are: (i) quantitative and
qualitative research and evaluation aimed at identifying the most appropriate
investment management firms to invest large pools of assets in accord with
specific investment objectives and styles; and (ii) the development of
strategies for investing assets using "multi-style, multi-manager
diversification."  This is a method for investing large pools of assets by
dividing the assets into segments to be invested using different investment
styles, and selecting money managers for each segment based upon their
expertise in that style of investment.  General management of RIF is provided
by Frank Russell Investment Management Company, a wholly-owned subsidiary of
Frank Russell Company, which furnishes officers and staff required to manage
and administer RIF on a day-to-day basis.

The investment objectives and policies of each Fund are summarized below:

    Multi-Style Equity Fund: The investment objective of this Fund is to provide
    income and capital growth by investing principally in equity securities.

    Aggressive Equity Fund: This Fund seeks to provide capital appreciation by
    assuming a higher level of volatility than is ordinarily expected from the
    Multi-Style Equity Fund while still investing in equity securities.

    Non-U.S. Fund: This Fund's objective is to provide favorable total return
    and additional diversification for U.S. investors by investing primarily in
    equity and fixed-income securities of non-U.S. companies, and securities
    issued by non-U.S. governments.

    Core Bond Fund: This Fund's objective is to maximize total return, through
    capital appreciation and income, by assuming a level of volatility
    consistent with the broad fixed-income market.  The Fund invests in
    fixed-income securities.

                  American Century Variable Portfolios

American Century Variable Portfolios, Inc., a part of American Century
Investments, was organized as a Maryland corporation on June 4, 1987.  It is
a diversified, open-end management investment company.  Its business and
affairs are managed by its officers under the Direction of its Board of
Directors.  American Century Investment Management, Inc. serves as the
investment manager of the fund.

The investment objective and policies of the Funds are summarized below:

    Income & Growth Fund:  The investment objective of this Fund is
    to attain long-term growth of capital as well as current income.
    The Fund pursues a total return and dividend yield that exceed
    those of the S&P 500 by investing in stocks of companies with
    strong dividend growth potential.  Dividends are paid monthly.

    International Fund:  This Fund seeks capital growth over time by
    investing in common stocks of foreign companies considered to
    have better-than-average prospects for appreciation.  Because the
    Fund invests in foreign securities, a higher degree of short-term
    price volatility, or risk, is expected due to factors such as
    currency fluctuation and political instability.

    Value Fund:  This Fund is a core equity fund that seeks long-term
    capital growth.  Income is a secondary objective.  To pursue its
    objectives, the fund invests primarily in equity securities of

                                    9
<PAGE> 15
    well-established companies that are believed by management to be
    undervalued at the time of purchase.  Please note that this is an
    equity investment and, by nature, may fluctuate in value.

                       J.P. Morgan Series Trust II

   
J.P. Morgan Series Trust II is an open-end diversified management investment
company organized as a Delaware Business Trust.  The Trust's investment
adviser is J.P. Morgan Investment Management, Inc., a registered investment
adviser and a wholly owned subsidiary of J.P. Morgan & Co., Incorporated, a
bank holding company organized under the laws of Delaware.
    

The investment objective and policies of the Funds are summarized below:

    Bond Portfolio:  This Fund seeks to provide a high total return
    consistent with moderate risk of capital and maintenance of
    liquidity.  The Fund is designed for investors who seek a total
    return over time that is higher than that generally available
    from a portfolio of short-term obligations while acknowledging
    the greater price fluctuation of longer-term instruments.

    Small Company Portfolio:  The investment objective of this Fund
    is to provide high total return from a portfolio of equity
    securities of small companies.  The Fund invests at least 65% of
    the value of its total assets in the common stock of small U.S.
    Companies primarily with market capitalizations less than $1
    billion.  The Fund is designed for investors who are willing to
    assume the somewhat higher risk of investing in small companies
    in order to seek a higher return over time than might be expected
    from a portfolio of stocks of large companies.

                    Variable Insurance Products Fund

Variable Insurance Products Fund ("VIP") is an open-end, diversified
management investment company organized as a Massachusetts business trust on
November 13, 1981.  Only the Funds described in this section of the
Prospectus are currently available as investment choices for this Policy even
though additional Funds may be described in the prospectus for VIP.  VIP
shares are purchased by insurance companies to fund benefits under variable
insurance and annuity policies.  Fidelity Management & Research Company
("FMR") of Boston, Massachusetts is the Funds' Manager.

The investment objectives and policies of each Fund are summarized below:

    Equity-Income Portfolio: The investment objective of this Fund is
    income, obtained by investing primarily in income-producing
    equity securities.  In choosing these securities, FMR will also
    consider the potential for capital appreciation.  The Fund's goal
    is to achieve a yield which exceeds the composite yield on the
    securities comprising the Standard & Poor's Composite Index of
    500 Stocks.

    Growth Portfolio: The investment objective of this Fund is
    capital appreciation.  The Fund normally purchases common stocks,
    although its investments are not restricted to any one type of
    security.  Capital appreciation may also be obtained from other
    types of securities, including bonds and preferred stocks.

    Overseas Portfolio: The investment objective of this Fund is
    long-term growth of capital.  The Fund invests primarily in
    foreign securities.  The Overseas Portfolio provides a means for
    investors to diversify their own portfolios by participation in
    companies and economies outside of the United States.

    High Income Portfolio:  The investment objective of this Fund is
    a high level of current income.  The Fund seeks to fulfill the
    objective by investing primarily in high-yielding, lower-rated,
    fixed-income securities, while also considering growth of
    capital.  Lower-rated securities, commonly referred to as "junk
    bonds," involve greater risk of default or price change than
    securities assigned a higher quality rating.

                   Variable Insurance Products Fund II

Variable Insurance Products Fund II ("VIP II") is an open-end, diversified
management investment  company organized as a Massachusetts business trust on
March 21, 1988.  Only the Fund described in this section of the Prospectus is
currently available as an investment choice for this Policy even though
additional Funds may be described in the prospectus for VIP II.  VIP II
shares are purchased by insurance companies to fund benefits under variable
insurance and annuity policies.  FMR is the Fund's manager.

The investment objective and policies of the Funds are summarized below:

    Asset Manager:  The investment objective of this Fund is to seek
    a high total return with reduced risk over the long-term by
    allocating its assets among domestic and foreign stocks, bonds,
    and short-term fixed income instruments.

                                    10
<PAGE> 16

                    Van Eck Worldwide Insurance Trust

Van Eck Worldwide Insurance Trust ("Van Eck") is an open-end management
investment company organized as a Massachusetts business trust on January 7,
1987.   Only the Funds described in this section of the Prospectus is
currently available as an investment choice for this Policy even though
additional Funds may be described in the prospectus for Van Eck.  Shares of
Van Eck are offered only to separate accounts of various insurance companies
to support benefits of variable insurance and annuity policies.  The assets
of Van Eck are managed by Van Eck Associates Corporation of New York, New
York.

The investment objectives and policies of the Fund are summarized below:

    Worldwide Hard Assets Fund:  The investment objective of the Fund
    is to seek long-term capital appreciation by investing in equity
    and debt securities of companies engaged in the exploration,
    development, production, and distribution of one or more of the
    following:  (i) precious metals, (ii) ferrous and non-ferrous
    metals, (iii) oil and gas, (iv) forest products, (v) real estate,
    and (vi) other basic non-agricultural commodities (together,
    "Hard Assets").  Current income is not an objective.

    Worldwide Emerging Markets Fund:  The investment objective of
    this Fund is to obtain long-term capital appreciation by
    investing in equity securities in emerging markets around the
    world.  The Fund emphasizes primarily investment in countries
    that, compared to the world's major economies, exhibit relatively
    low gross national product per capita, as well as the potential
    for rapid economic growth.

   
There is no assurance that any of the Funds will achieve its stated
objective.  It is conceivable that in the future it may be disadvantageous
for Funds to offer shares to separate accounts of various insurance companies
to serve as the investment medium for their variable products or for both
variable life and annuity separate accounts to invest simultaneously in a
Fund.  The Boards of Trustees of RIF, VIP, VIP II, and Van Eck, the Boards of
Directors of Capital Company, American Century, and J.P. Morgan, the
respective Advisers of each Fund, and the Company and any other insurance
companies participating in the Funds are required to monitor events to
identify any material irreconcilable conflicts that may possibly arise, and
to determine what action, if any, should be taken in response to those events
or conflicts.  A more detailed description of the Funds, their investment
policies, restrictions, risks, and charges is in the prospectuses for each
Fund, which must accompany or precede this Prospectus and which should be
read carefully.
    

           Addition, Deletion, or Substitution of Investments

The Company reserves the right, subject to compliance with applicable law, to
make additions to, deletions from, or substitutions for the shares that are
held by the Separate Account or that the Separate Account may purchase.  The
Company reserves the right to eliminate the shares of any of the Funds and to
substitute shares of another Fund of Capital Company, RIF, VIP, VIP II, Van
Eck, American Century, J.P. Morgan or of another registered open-end
investment company if the shares of a Fund are no longer available for
investment or if in its judgment further investment in any Fund becomes
inappropriate in view of the purposes of the Separate Account.  The Company
will not substitute any shares attributable to an Owner's interest in a
Division of the Separate Account without notice to the Owner and prior
approval of the SEC, to the extent required by the 1940 Act or other
applicable law.  Nothing contained in this Prospectus shall prevent the
Separate Account from purchasing other securities for other series or classes
of policies, or from permitting a conversion between series or classes of
policies on the basis of requests made by Owners.

The Company also reserves the right to establish additional Divisions of the
Separate Account, each of which would invest in a new Fund with a specified
investment objective.  New Divisions may be established when, in the sole
discretion of the Company, marketing needs or investment conditions warrant.
Any new Division will be made available to existing Owners on a basis to be
determined by the Company.  To the extent approved by the SEC, the Company
may also eliminate or combine one or more Divisions, substitute one Division
for another Division, or transfer assets between Divisions if, in its sole
discretion, marketing, tax, or investment conditions warrant.

In the event of a substitution or change, the Company may, if it considers it
necessary, make such changes in the Policy by appropriate endorsement and
offer conversion options required by law, if any.  The Company will notify
all Owners of any such changes.

If deemed by the Company to be in the best interests of persons having voting
rights under the Policy, and to the extent any necessary SEC approvals or
Owner votes are obtained, the Separate Account may be: (a) operated as a
management company under the 1940 Act; (b) de-registered under that Act in
the event such registration is no longer required; or (c) combined with other
separate accounts of the Company.  To the extent permitted by applicable

                                    11
<PAGE> 17
law, the Company may also transfer the assets of the Separate Account
associated with the Policy to another separate account.

                             POLICY BENEFITS

                              Death Benefit

As long as the Policy remains in force (See Payment and Allocation of
Premiums - Policy Lapse and Reinstatement), the Company will, upon receipt of
proof of the Insured's death at its Home Office, pay the death benefit  in a
lump sum.  The amount of the death benefit payable will be determined at the
end of the Valuation Period during which the Insured's death occurred.  The
death benefit will be paid to the surviving Beneficiary or Beneficiaries
specified in the application or as subsequently changed.

   
The Policy provides three death benefit options:  "Death Benefit Option A,"
"Death Benefit Option B," and "Death Benefit Option C."  The death benefit
under all options will never be less than the current Face Amount of the
Policy (less Indebtedness) as long as the Policy remains in force.  (See
Payment and Allocation of Premiums - Policy Lapse and Reinstatement.)  The
current minimum Face Amount is generally $50,000.

Death Benefit Option A.  Under Death Benefit Option A, the death benefit
until the Insured reaches Attained Age 100 is the current Face Amount of the
Policy or, if greater, the applicable percentage of Cash Value on the date of
death.  At Attained Age 100 and above, the death benefit is 101% of the Cash
Value.  The applicable percentage is 250% for an Insured reaching Attained
Age 40 or below on the Policy Anniversary prior to the date of death.  For
Insureds with an a Attained Age over 40 on that Policy Anniversary, the
percentage is lower and declines with age as shown in the Applicable
Percentage of Cash Value Table shown below.  Accordingly, under Death Benefit
Option A the death benefit will remain level at the Face Amount unless the
applicable percentage of Cash Value exceeds the current Face Amount, in which
case the amount of the death benefit will vary as the Cash Value varies.
(See Illustrations of Death Benefits and Cash Values, Appendix A.)
    

Death Benefit Option B.  Under Death Benefit Option B, the death benefit
until the Insured reaches Attained Age 100 is equal to the current Face
Amount plus the Cash Value of the Policy on the date of death or, if greater,
the applicable percentage of the Cash Value on the date of death.  At
Attained Age 100 and above, the death benefit is 101% of the Cash Value.  The
applicable percentage is the same as under Death Benefit Option A: 250% for
an Insured Attained Age 40 or below on the Policy Anniversary prior to the
date of death, and for Insureds with an Attained Age over 40 on that Policy
Anniversary the percentage declines as shown in the Applicable Percentage of
Cash Value Table shown below.  Accordingly, under Death Benefit Option B the
amount of the death benefit will always vary as the Cash Value varies (but
will never be less than the Face Amount).  (See Illustrations of Death
Benefits and Cash Values, Appendix A.)

   
<TABLE>
- -------------------------------------------------------------------------
                Applicable Percentage of Cash Value Table
                    For Insureds Less Than Age 100<F*>
- -------------------------------------------------------------------------
<CAPTION>
              Insured Person's Age   Policy Account Multiple
                                           Percentage
- -------------------------------------------------------------------------
<S>                                          <C>
                   40 or under                250%
- -------------------------------------------------------------------------
                       45                     215%
- -------------------------------------------------------------------------
                       50                     185%
- -------------------------------------------------------------------------
                       55                     150%
- -------------------------------------------------------------------------
                       60                     130%
- -------------------------------------------------------------------------
                       65                     120%
- -------------------------------------------------------------------------
                       70                     115%
- -------------------------------------------------------------------------
                    78 to 90                  105%
- -------------------------------------------------------------------------
                    95 to 99                  101%
- -------------------------------------------------------------------------
<FN>
<F*>For ages that are not shown on this table, the applicable percentage
multiples will decrease by a ratable portion for each full year.
</TABLE>
    

Death Benefit Option C.  Under Death Benefit Option C, the death benefit is
equal to the current Face Amount of the Policy or, if greater, the Cash Value
on the date of death multiplied by the "Attained Age factor" (a list of
sample Attained Age factors is shown in the Sample Attained Age Factor Table
below).  At Attained Age 100 and above, the death benefit is 101% of the Cash
Value.  Accordingly, under Death Benefit Option C the death benefit will
remain level at the Face Amount unless the Cash Value multiplied by the
Attained Age factor exceeds the current Face Amount, in which case the amount
of the death benefit will vary as the Cash Value varies.  (See Illustrations
of Death Benefits and Cash Values, Appendix A.)

                                    12
<PAGE> 18

<TABLE>
- ----------------------------------------------------------------------------------------------
                              Death Benefit Option C
                         Sample Attained Age Factor Table
                                 Non-Smoker Rates
- ----------------------------------------------------------------------------------------------
<CAPTION>
     Insured                                Male Lives                       Female Lives
   Attained Age                               Factor                            Factor
- ----------------------------------------------------------------------------------------------
<S>                                         <C>                              <C>
        20                                   7.005753                         7.978495
- ----------------------------------------------------------------------------------------------
        25                                   6.022987                         6.777620
- ----------------------------------------------------------------------------------------------
        30                                   5.118855                         5.739715
- ----------------------------------------------------------------------------------------------
        35                                   4.326687                         4.852022
- ----------------------------------------------------------------------------------------------
        40                                   3.657390                         4.105161
- ----------------------------------------------------------------------------------------------
        45                                   3.101789                         3.489815
- ----------------------------------------------------------------------------------------------
        50                                   2.642973                         2.978976
- ----------------------------------------------------------------------------------------------
        55                                   2.266395                         2.555211
- ----------------------------------------------------------------------------------------------
        60                                   1.962872                         2.203321
- ----------------------------------------------------------------------------------------------
        65                                   1.720583                         1.909085
- ----------------------------------------------------------------------------------------------
        70                                   1.531494                         1.672354
- ----------------------------------------------------------------------------------------------
        75                                   1.386501                         1.480860
- ----------------------------------------------------------------------------------------------
        80                                   1.280475                         1.337304
- ----------------------------------------------------------------------------------------------
        85                                   1.201521                         1.231035
- ----------------------------------------------------------------------------------------------
        90                                   1.145430                         1.156319
- ----------------------------------------------------------------------------------------------
        95                                   1.089164                         1.090579
- ----------------------------------------------------------------------------------------------
</TABLE>

Changes In Death Benefit Option.  If the Policy was issued with either Death
Benefit Option A or Death Benefit Option B, the death benefit option may be
changed.  A request for change must be made to the Company in writing.  The
effective date of such a change will be the Monthly Anniversary on or
following the date the Company receives the change request.  A change in
death benefit option may have Federal income tax consequences.  (See Federal
Tax Matters.)

   
A Death Benefit Option A Policy may be changed to have Death Benefit Option
B.  The Face Amount will be decreased to equal the death benefit less the
Cash Value on the effective date of change.  A Death Benefit Option B Policy
may be changed to have Death Benefit Option A.  The Face Amount will be
increased to equal the death benefit on the effective date of change.  A
Policy issued under Death Benefit Option C may not change to either Death
Benefit Option A or Death Benefit Option B for the entire lifetime of the
Contract.  Similarly, a Policy issued under either Death Benefit Option A or
B may not change to Death Benefit Option C for the lifetime of the Policy.
    

Satisfactory evidence of insurability must be submitted to the Company in
connection with a request for a change from Death Benefit Option A to Death
Benefit Option B.  A change may not be made if it would result in a Face
Amount of less than the minimum Face Amount.

A change in death benefit option will not in itself result in an immediate
change in the amount of a Policy's death benefit or Cash Value.  In addition,
if, prior to or accompanying a change in the death benefit option, there has
been an increase in the Face Amount, the cost of insurance charge may be
different for the increased amount.  (See Monthly Deduction - Cost of
Insurance.)

Change in Face Amount.  Subject to certain limitations set forth below, an
Owner may increase or decrease the Face Amount of a Policy  once each Policy
Year but not before the first Policy Anniversary.  A written request is
required for a change in the Face Amount.  A change in Face Amount may affect
the cost of insurance rate and the net amount at risk, both of which affect
an Owner's cost of insurance charge.  (See Monthly Deduction - Cost of
Insurance.)  A change in the Face Amount of a Policy may have Federal income
tax consequences.  (See Federal Tax Matters.)

   
For an increase in the Face Amount, the Company requires that satisfactory
evidence of insurability be submitted.  An application for an increase must
be received by the Company.  If approved, the increase will become effective
as of the Monthly Anniversary on or following receipt of the application by
the Company, but not before the first Policy Anniversary.  In addition, the
Insured must have an Attained Age of not greater than 80 on the effective
date of the increase.  The increase may not be less than $5,000 ($2,000 for
policies issued in qualified pension plans).  Although an application for an
increase need not be accompanied by an additional premium, the Cash Surrender
Value in effect immediately after the increase must be sufficient to cover
the next monthly deduction.  To the extent the Cash Surrender Value is not
sufficient, an additional premium must be paid.  (See Charges and Deductions
- - Monthly Deduction.)  An increase in the Face Amount may result in certain
additional charges.  (See Charges and Deductions - Monthly Deduction.)
    

For the Owner's rights upon an increase in Face Amount, see Policy Rights -
Right to Examine Policy.  Owners should consult their sales representative
before deciding whether to increase coverage by increasing the Face Amount of
a Policy.

Any decrease in the Face Amount will become effective on the Monthly
Anniversary on or following receipt of the written request by the Company.
The amount of the requested decrease must be at least $5,000 ($2,000 for
policies issued in qualified pension plans) and the Face Amount remaining in
force after any requested decrease may not be less than minimum Face Amount.
If following a decrease in Face Amount, the Policy would not comply with the
maximum premium limitations required by Federal tax law (see Payment and
Allocation of Premiums), the decrease may be

                                    13
<PAGE> 19
limited or Cash Value may be returned to the Owner (at the Owner's election),
to the extent necessary to meet these requirements.  Decreases will generally
be applied to prior increases in the Face Amount, if any, in the reverse
order in which such increases occurred, and then to the original Face Amount.
This order of reduction will be used to determine the amount of subsequent
cost of insurance charges (See Monthly Deduction - Cost of Insurance; and
Charges and Deductions - Contingent Deferred Sales Charge.)

Payment of the Death Benefit.  The death benefit under the Policy will
ordinarily be paid in a lump sum within seven days after the Company receives
all documentation required for such a payment.  Payment may, however, be
postponed in certain circumstances.  (See General Matters - Postponement of
Payment from the Separate Account.)  The death benefit will be increased by
any unpaid dividends determined prior to the Insured's death, and by the
amount of the monthly cost of insurance for the portion of the month from the
date of death to the end of the month, and reduced by any outstanding
Indebtedness.  (See General Matters - Additional Insurance Benefits,
Dividends, and Charges and Deductions.)  The Company will pay interest on the
death benefit from the date of the Insured's death to the date of payment.
Interest will be at an annual rate determined by the Company, but will never
be less than the guaranteed rate of 4%.  Provisions for settlement of
proceeds other than a lump sum payment may only be made upon written
agreement with the Company.

                               Cash Value

   
The Cash Value of the Policy is equal to the total of the amounts credited to
the Owner in the Separate Account, the Loan Account (securing Policy Loans),
and, in certain contracts, the General Account.  The Policy's Cash Value in
the Separate Account will reflect the investment performance of the chosen
Divisions of the Separate Account as measured by each Division's Net
Investment Factor (defined below), the frequency and amount of Net Premiums
paid, transfers, partial withdrawals, loans and the charges assessed in
connection with the Policy.  An Owner may at any time surrender the Policy
and receive the Policy's Cash Surrender Value.  (See Policy Rights -
Surrender, Partial Withdrawals, and Pro-Rata Surrender.)  The Policy's Cash
Value in the Separate Account equals the sum of the Policy's Cash Values in
each Division.  There is no guaranteed minimum Cash Value.

Determination of Cash Value.  For each Division of the Separate Account, the
Cash Value is determined on each Valuation Date.  On the Investment Start
Date, the Cash Value in a Division will equal the portion of any Net Premium
allocated to the Division, reduced by the portion allocated to that Division
of the monthly deduction(s) due from the Issue Date through the Investment
Start Date.  (See Payment and Allocation of Premiums.) Thereafter, on each
Valuation Date, the Cash Value in a Division of the Separate Account will
equal:
    

      (1)   The Cash Value in the Division on the preceding Valuation Date,
      multiplied by the Division's Net Investment Factor (defined
      below) for the current Valuation Period; plus

      (2)   Any Net Premium payments received during the current Valuation
      Period which are allocated to the Division; plus

      (3)   Any loan repayments allocated to the Division during the current
      Valuation Period; plus

      (4)   Any amounts transferred to the Division from the General Account
      or from another Division during the current Valuation Period; plus

      (5)   That portion of the interest credited on outstanding loans which
      is allocated to the Division during the current Valuation Period; minus

      (6)   Any amounts transferred from the Division to the General Account,
      Loan Account, or to another Division during the current Valuation
      Period (including any transfer charges); minus

      (7)   Any partial withdrawals from the Division during the current
      Valuation Period; minus

   
      (8)   Any withdrawal due to a Pro-Rata Surrender from the Division
      during the current Valuation Period; minus

      (9)   Any withdrawal or surrender charges incurred during the current
      Valuation Period attributed to the Division in connection with a
      partial withdrawal or Pro-Rata Surrender; minus
    

      (10) If a Monthly Anniversary occurs during the current Valuation
      Period, the portion of the monthly deduction allocated to the Division
      during the current Valuation Period to cover the Policy Month which
      starts during that Valuation Period (See Charges and Deductions.); plus

      (11) If a Policy Anniversary occurs during the current Valuation
      Period, the portion of the dividend paid, if any, allocated to the
      Division.

                                    14
<PAGE> 20

Net Investment Factor:  The Net Investment Factor measures the investment
performance of a Division during a Valuation Period.  The Net Investment
Factor for each Division for a Valuation period is calculated as follows:

      (1)   The value of the assets at the end of the preceding Valuation
      Period; plus

      (2)   The investment income and capital gains, realized or unrealized,
      credited to the assets in the Valuation Period for which the Net
      Investment Factor is being determined; minus

      (3)   The capital losses, realized or unrealized, charged against those
      assets during the Valuation Period; minus

      (4)   Any amount charged against each Division for taxes, including any
      tax or other economic burden resulting from the application of the tax
      laws determined by the Company to be properly attributable to the
      Divisions of the Separate Account, or any amount set aside during the
      Valuation Period as a reserve for taxes attributable to the operation
      or maintenance of each Division; minus

      (5)   A charge equal to a percentage of the average net assets for each
      day in the Valuation Period.  This charge, for mortality and expense
      risks, is determined by the length of time the policy has been in
      force.  It will not exceed the amounts shown in the following table:
<TABLE>
<CAPTION>
           Policy        Percentage of            Effective
           Years        Avg. Net Assets          Annual Rate
<S>                     <C>                      <C>
           1-10            0.0015027                0.55%
           11-20           0.0012301                0.45%
           21+             0.0009572                0.35%;
           divided by
</TABLE>
      (6)   The value of the assets at the end of the preceding Valuation
      Period.

                              POLICY RIGHTS

                                  Loans

Loan Privileges.  The Owner may, by written request to General American,
borrow an amount up to the Loan Value of the Policy, with the Policy serving
as sole security for such loan.  A loan taken from, or secured by, a Policy
may have Federal income tax consequences.  (See Federal Tax Matters.)

The Loan Value is the Cash Value of the Policy on the date the loan request
is received, less interest to the next loan interest due date, less
anticipated monthly deductions to the next loan interest due date, less any
existing loan, less any surrender charge, plus interest expected to be earned
on the loan balance to the next loan interest due date.  Policy Loan interest
is payable on each Policy Anniversary.

The minimum amount that may be borrowed is $500.  The loan may be completely
or partially repaid at any time while the Insured is living.  Any amount due
to an Owner under a Policy Loan ordinarily will be paid within seven days
after General American receives the loan request at its Home Office, although
payments may be postponed under certain circumstances.  (See General
Matters-Postponement of Payments from the Separate Account.)

When a Policy Loan is made, Cash Value equal to the amount of the loan plus
interest due will be transferred to the Loan Account as security for the
loan.  A Loan Subaccount exists within the Loan Account for the General
Account and each Division of the Separate Account.  Amounts transferred to
the Loan Account to secure Indebtedness are allocated to the appropriate Loan
Subaccount to reflect its origin.  Unless the Owner requests a different
allocation, amounts will be transferred from the Divisions of the Separate
Account and the General Account in the same proportion that the Policy's Cash
Value in each Division and the General Account, if any, bears to the Policy's
total Cash Value, less the Cash Value in the Loan Account, at the end of the
Valuation Period during which the request for a Policy Loan is received.
This will reduce the Policy's Cash Value in the General Account and Separate
Account.  These transactions will not be considered transfers for purposes of
the limitations on transfers between Divisions or to or from the General
Account.

   
Cash Value in the Loan Account is expected to earn interest at a rate ("the
earnings rate") which is lower than the rate charged on the Policy Loan ("the
borrowing rate").  Cash Value in the Loan Account will accrue interest daily
at an annual earnings rate of 4%.
    

Interest credited on the Cash Value held in the Loan Account will be
allocated on Policy Anniversaries to the General Account and the Divisions of
the Separate Account in the same proportion that the Cash Value in each Loan
Subaccount bears to the Cash Value in the Loan Account.  The interest
credited will also be transferred: (1) when a new loan is made; (2) when a
loan is partially or fully repaid; and (3) when an amount is needed to meet a
monthly deduction.

Interest Charged.  The borrowing rate we charge for Policy Loan interest will
be based on the following schedule:

                                    15
<PAGE> 21

<TABLE>
<CAPTION>
          For Loans               Annual
      Outstanding During      Interest Rate
<S>                           <C>
      Policy Years  1-10          4.50%
      Policy Years 11-20          4.25%
      Policy Years    21+         4.15%
</TABLE>

   
General American will inform the Owner of the current borrowing rate when a
Policy Loan is requested.
    

Policy Loan interest is due and payable annually on each Policy Anniversary.
If the Owner does not pay the interest when it is due, the unpaid loan
interest will be added to the outstanding Indebtedness as of the due date and
will be charged interest at the same rate as the rest of the Indebtedness.
(See Effect of Policy Loans below.) The amount of Policy Loan interest which
is transferred to the Loan Account will be deducted from the Divisions of the
Separate Account and from the General Account in the same proportion that the
portion of the Cash Value in each Division and in the General Account,
respectively, bears to the total Cash Value of the Policy minus the Cash
Value in the Loan Account.

Effect of Policy Loans.  Whether or not a Policy Loan is repaid, it will
permanently affect the Cash Value of a Policy, and may permanently affect the
amount of the death benefit.  The collateral for the loan (the amount held in
the Loan Account) does not participate in the performance of the Separate
Account while the loan is outstanding.  If the Loan Account earnings rate is
less than the investment performance of the selected Division(s), the Cash
Value of the Policy will be lower as a result of the Policy Loan.
Conversely, if the Loan Account earnings rate is higher than the investment
performance of the Division(s), the Cash Value may be higher.

In addition, if the Indebtedness (See Definitions) exceeds the Cash Value
minus the surrender charge on any Monthly Anniversary, the Policy will lapse,
subject to a grace period.  (See Payment and Allocation of Premiums - Policy
Lapse and Reinstatement.)  A sufficient payment must be made within the later
of the grace period of 62 days from the Monthly Anniversary immediately
before the date Indebtedness exceeds the Cash Value less any surrender
charges, or 31 days after notice that a Policy will terminate unless a
sufficient payment has been mailed, or the Policy will lapse and terminate
without value.  A lapsed Policy, however, may later be reinstated subject to
certain limitations.  (See Payment and Allocation of Premiums - Policy Lapse
and Reinstatement.)

   
Any outstanding Indebtedness will be deducted from the proceeds payable upon
the death of the Insured or the surrender of the Policy.  Upon a complete
surrender or lapse of any Policy, if the amount received plus the amount of
outstanding Indebtedness exceeds the total investment in the Policy, the
excess will generally be treated as ordinary income subject to tax.  (See
Federal Tax Matters.)
    

Repayment of Indebtedness.  A Policy Loan may be repaid in whole or in part
at any time prior to the death of the Insured and as long as a Policy is in
force.  When a loan repayment is made, an amount securing the Indebtedness in
the Loan Account equal to the loan repayment will be transferred to the
Divisions of the Separate Account and the General Account in the same
proportion that the Cash Value in each Loan Subaccount bears to Cash Value in
the Loan Account.  Amounts paid while a Policy Loan is outstanding will be
treated as premiums unless the Owner requests in writing that they be treated
as repayment of Indebtedness.

   
          Surrender, Partial Withdrawals and Pro-Rata Surrender

At any time during the lifetime of the Insured and while a Policy is in
force, the Owner may surrender the Policy by sending a written request to the
Company.  After the first Policy Year, an Owner may make a partial withdrawal
by sending a written request to the Company.  The amount available for
surrender is the Cash Surrender Value at the end of the Valuation Period
during which the surrender request is received at the Company's Home Office.
Amounts payable from the Separate Account upon surrender, partial withdrawal,
or a Pro-Rata Surrender will ordinarily be paid within seven days of receipt
of the written request.  (See General Matters - Postponement of Payments from
the Separate Account.)
    

Surrenders.  To effect a surrender, either the Policy itself must be returned
to the Company along with the request, or the request must be accompanied by
a completed affidavit of loss, which is available from the Company.  Upon
surrender, the Company will pay the Cash Surrender Value plus any unpaid
dividends determined prior to surrender (See Dividends) to the Owner in a
single sum.  The Cash Surrender Value equals the Cash Value on the date of
surrender, less any Indebtedness, and less any surrender charge.  (See
Charges and Deductions - Contingent Deferred Sales Charge.)  The Company will
determine the Cash Surrender Value as of the date that an Owner's written
request is received at the Company's Home Office.  If the request is received
on a Monthly Anniversary, the monthly deduction otherwise deductible will be
included in the amount paid.  Coverage under a Policy will terminate as of
the date of surrender.  The Insured must be living at the time of a
surrender.  A surrender may have

                                    16
<PAGE> 22
Federal income tax consequences.  (See Federal Tax Matters.)

   
Partial Withdrawals.  After the first Policy Year, an Owner may make partial
withdrawals from the Policy's Cash Surrender Value.  There is no transaction
charge for the first twelve partial withdrawals or requested transfers in a
Policy Year. General American will impose a charge of $25 for each partial
withdrawal or requested transfer in excess of twelve in a Policy Year.  A
partial withdrawal may have Federal income tax consequences.  (See Federal Tax
Matters.)
    

The minimum amount of a partial withdrawal request, net of any applicable
surrender charges, is the lesser of a) $500 from a Division of the Separate
Account, or b) the Policy's Cash Value in a Division.  (See Charges and
Deductions - Contingent Deferred Sales Charge.) Partial withdrawals made
during a Policy Year may not exceed the following limits.  The maximum amount
that may be withdrawn from a Division of the Separate Account is the Policy's
Cash  Value net of any applicable surrender charges in that Division.  The
total partial withdrawals and transfers from the General Account over the
Policy Year may not exceed a maximum amount equal to the greatest of the
following: (1) 25% of the Cash Surrender Value in the General Account at the
beginning of the Policy Year, multiplied by the withdrawal percentage limit
shown in the policy, or (2) the previous Policy Year's maximum amount.

The Owner may allocate the amount withdrawn plus any applicable surrender
charge, subject to the above conditions, among the Divisions of the Separate
Account and the General Account.  If no allocation is specified, then the
partial withdrawal will be allocated among the Divisions of the Separate
Account and the General Account in the same proportion that the Policy's Cash
Value in each Division and the General Account bears to the total Cash Value
of the Policy, less the Cash Value in the Loan Account, on the date the
request for the partial withdrawal is received.  If the limitations on
withdrawals from the General Account will not permit this proportionate
allocation, the Owner will be requested to provide an alternate allocation.
(See The General Account.)

No amount may be withdrawn that would result in there being insufficient Cash
Value to meet any surrender charge that would be payable immediately
following the withdrawal upon the surrender of the remaining Cash Value.

   
The death benefit will be affected by a partial withdrawal, unless Death
Benefit Option A or Option C is in effect and the withdrawal is made under
the terms of an anniversary partial withdrawal rider.  (See General Matters -
Additional Insurance Benefits.)  If Death Benefit Option A or Death Benefit
Option C is in effect and the death benefit equals the Face Amount, then a
partial withdrawal will decrease the Face Amount by an amount equal to the
partial withdrawal plus the applicable surrender charge resulting from that
partial withdrawal.  If the death benefit is based on a percentage of the
Cash Value, then a partial withdrawal will decrease the Face Amount by an
amount by which the partial withdrawal plus the applicable surrender charge
exceeds the difference between the death benefit and the Face Amount.  If
Death Option B is in effect, the Face Amount will not change.
    

The Face Amount remaining in force after a partial withdrawal may not be less
than the minimum Face Amount.  Any request for a partial withdrawal that
would reduce the Face Amount below this amount will not be implemented.

Partial withdrawals may affect the way in which the cost of insurance charge
is calculated and the amount of pure insurance protection afforded under a
Policy.  (See Monthly Deduction - Cost of Insurance.) Partial withdrawals
will be applied first to reduce the initial Face Amount and then to each
increase in Face Amount in order, starting with the first increase.  The
Company may change the minimum amount required for a partial withdrawal or
the number of times partial withdrawals may be made.

   
Pro-Rata Surrender.  After the first Policy Year, an Owner can make a
Pro-Rata Surrender of the Policy.  The Pro-Rata Surrender will reduce the
Face Amount and the Cash Value by a percentage chosen by the Owner.  This
percentage must be any whole number.  A Pro-Rata Surrender may have Federal
income tax consequences.  (See Federal Tax Matters.) The percentage will be
applied to the Face Amount and the Cash Value on the Monthly Anniversary on
or following our receipt of the request.

The Owner may allocate the amount of decrease in Cash Value plus any
applicable surrender charge among the Divisions of the Separate Account and
the General Account.  (See Charges and Deductions - Contingent Deferred Sales
Charge.) If no allocation is specified, then the decrease in Cash Value and
any applicable surrender charge will be allocated among the Divisions of the
Separate Account and the General Account in the same proportion that the
Policy's Cash Value in each Division and the General Account bears to the
total Cash Value of the Policy, less the Cash Value in the Loan Account, on
the date the request for Pro-Rata Surrender is received.

A Pro-Rata Surrender can not be processed if it will reduce the Face Amount
below the minimum Face Amount of the Policy.  No Pro-Rata Surrender will be
processed for more Cash Surrender Value than is

                                    17
<PAGE> 23
available on the date of the Pro-Rata Surrender.  A cash payment will be made
to the Owner for the amount of Cash Value reduction less any applicable
surrender charges.

Pro-Rata Surrenders may affect the way in which the cost of insurance charge
is calculated and the amount of the pure insurance protection afforded under
the Policy.  (See Monthly Deduction - Cost of Insurance.) Pro-Rata Surrenders
will be applied to prior increases in the Face Amount, if any, in the reverse
order in which such increases occurred, and then to the original Face Amount.

Charges on Surrender, Partial Withdrawals and Pro-Rata Surrender.  If a
Policy is surrendered within the first ten Policy Years, the Contingent
Deferred Sales Charge will apply.  (See Contingent Deferred Sales Charge.)

A partial withdrawal or Pro-Rata Surrender may also result in a Contingent
Deferred Sales Charge. The amount of the charge assessed is a portion of the
Contingent Deferred Sales Charge that would be deducted upon surrender or
lapse.  Charges are described in more detail under Charges and Deductions -
Contingent Deferred Sales Charge.

While partial withdrawals and Pro-Rata Surrenders are each methods of
reducing a Policy's Cash Value, a Pro-Rata Surrender differs from a partial
withdrawal in that a partial withdrawal does not typically have a
proportionate effect on a Policy's death benefit by reducing the Policy's
Face Amount, while a Pro-Rata Surrender does.  Assuming that a Policy's death
benefit is not a percentage of the Policy's Cash Value, a Pro-Rata Surrender
will reduce the Policy's death benefit in the same proportion that the
Policy's Cash Value is reduced, while a partial withdrawal will reduce the
death benefit by one dollar for each dollar of Cash Value withdrawn.  Partial
Withdrawals and Pro-Rata Surrenders will also result in there being different
cost of insurance charges subsequently deducted.  (See Monthly Deduction -
Cost of Insurance; Surrender, Partial Withdrawals and Pro-Rata Surrender -
Partial Withdrawals; and Surrenders, Partial Withdrawals, and Pro-Rata
Surrenders-Pro-Rata Surrender.)

                                Transfers

Under General American's current practices, a Policy's Cash Value, except
amounts credited to the Loan Account, may be transferred among the Divisions
of the Separate Account and for certain contracts, between the General
Account and the Divisions.  Transfers to and from the General Account are
subject to restrictions (See The General Account).  Requests for transfers
from or among Divisions of the Separate Account may be made in writing or by
telephone.  Transfers from or among the Divisions of the Separate Account
must be in amounts of at least $500 or, if smaller, the Policy's Cash Value
in a Division.  The first twelve requested transfers or partial withdrawals
per policy year will be allowed free of charge.  Thereafter, the Company will
impose a charge of $25 for each requested transfer or partial withdrawal.
General American ordinarily will make transfers and determine all values in
connection with transfers as of the end of the Valuation Period during which
the transfer request is received.

All requests received on the same Valuation Date will be considered a single
transfer request.  Each transfer must meet the minimum requirement of $500 or
the entire Cash Value in a Division, whichever is smaller.  Where a single
transfer request calls for more than one transfer, and not all of the
transfers would meet the minimum requirements, General American will make
those transfers that do meet the requirements.  Transfers resulting from
Policy Loans will not be counted for purposes of the limitations on the
amount or frequency of transfers allowed in each Policy Month or Policy Year.
    

Although General American currently intends to continue to permit transfers
for the foreseeable future, the Policy provides that General American may at
any time revoke, modify, or limit the transfer privilege, including the
minimum amount transferable, the maximum General Account allocation percent,
and the frequency of such transfers.

                          Portfolio Rebalancing

Over time, the funds in the General Account and the Divisions of the Separate
Account will accumulate at different rates as a result of different
investment returns.  The Owner may direct that from time to time we
automatically restore the balance of the Cash Value in the General Account
and in the Divisions of the Separate Account to the percentages determined in
advance.  There are two methods of rebalancing available - periodic and
variance.

Periodic Rebalancing. Under this option the Owner elects a frequency
(monthly, quarterly, semiannually or annually), measured from the Policy
Anniversary.  On each date elected, we will rebalance the funds by generating
transfers to reallocate the funds according to the investment percentages
elected.

Variance Rebalancing.  Under this option the Owner elects a specific
allocation percentage for the General Account and each Division of the
Separate Account.  For each such account, the allocation percentage (if not
zero) must be a whole percentage and must not be less than five percent (5%).
The

                                    18
<PAGE> 24
Owner also elects a maximum variance percentage (5%, 10%, 15%, or 20% only),
and can exclude specific funds from being rebalanced.  On each Monthly
Anniversary we will review the current fund balances to determine whether any
fund balance is outside of the variance range (either above or below) as a
percentage of the specified allocation percentage for that fund.  If any fund
is outside of the variance range, we will generate transfers to rebalance all
of the specified funds back to the predetermined percentages.

   
Owners should consider that portfolio rebalancing entails the transfer of
Cash Value from better performing portfolios to lesser performing portfolios.
    

Transfers resulting from portfolio rebalancing will not be counted against
the total number of transfers allowed in a Policy Year before a charge is
applied.

The Owner may elect either form of portfolio rebalancing by specifying it on
the policy application, or may elect it later for an in-force Policy, or may
cancel it, by submitting a change form acceptable to General American under
its administrative rules.

Only one form of portfolio rebalancing may be elected at any one time, and
portfolio rebalancing may not be used in conjunction with dollar cost
averaging (see below).

General American reserves the right to suspend portfolio rebalancing at any
time on any class of Policies on a nondiscriminatory basis, or to charge an
administrative fee for election changes in excess of a specified number in a
Policy Year in accordance with its administrative rules.

                          Dollar Cost Averaging

The Owner may direct the Company to transfer amounts on a monthly basis from
the Money Market Fund to any other Division of the Separate Account.  This
service is intended to allow the Owner to utilize "dollar cost averaging"
("DCA"), a long-term investment technique which provides for regular, level
investments over time.  The Company makes no guarantee that DCA will result
in a profit or protect against loss.

The following rules and restrictions apply to DCA transfers:

      (1)  The minimum DCA transfer amount is $100.

      (2)  A written election of the DCA service, on a form provided by the
      Company, must be completed by the Owner and on file with the Company in
      order to begin DCA transfers.

      (3)  In the written election of the DCA service, the Owner indicates
      how DCA transfers are to be allocated among the Divisions of the
      Separate Account.  For any Division chosen to receive DCA transfers,
      the minimum percentage that may be allocated to a Division is 5% of the
      DCA transfer amount, and fractional percentages may not be used.

      (4)  DCA transfers can only be made from the Money Market Fund, and DCA
      transfers will not be allowed to the General Account.

      (5)  The DCA transfers will not count against the Policy's normal
      transfer restrictions.  (See Policy Rights -- Transfers.)

      (6)  The DCA transfer percentages may  differ from the allocation
      percentages the Owner specifies for the allocation of Net Premiums.
      (See Payment and Allocation of Premiums -- Allocation of Net Premiums
      and Cash Values.)

      (7)  Once elected, DCA transfers from the Money Market Fund will be
      processed monthly until either the value in the Money Market Fund is
      completely depleted or the Owner instructs the Company in writing to
      cancel the DCA service.

      (8)  Transfers as a result of a Policy Loan or repayment, or in
      exercise of the conversion privilege, are not subject to the DCA rules
      and restrictions.  The DCA service terminates at the time the
      conversion privilege is exercised, when any outstanding amount in any
      Division of the Separate Account is immediately transferred to the
      General Account.  (See Policy Rights - Loans, and Policy Rights -
      Conversion Privilege.)

      (9)  DCA transfers will not be made until the Right to Examine Policy
      period has expired (See Policy Rights - Right to Examine Policy).

The Company reserves the right to assess a processing fee for the DCA
service.  The Company reserves the right to discontinue offering DCA upon 30
days' written notice to Owners.  However, any such discontinuation will not
affect DCA services already commenced.  The Company reserves the right to
impose a minimum total Cash Value, less outstanding Indebtedness, in order to
qualify for DCA service.  Also, the Company reserves the right to change the
minimum necessary Cash Value and the minimum required DCA transfer amount.

   
Transfers made under Dollar Cost Averaging do not count against the total of
twelve requested transfers

                                    19
<PAGE> 25
or partial withdrawals allowed without charge in a Policy Year.
    

                         Right to Examine Policy

The Owner may cancel a Policy within 20 days after receiving it (30 days if
the Owner is a resident of California and is age 60 or older) or within 45
days after the application was signed, whichever is later.  If a Policy is
canceled within this time period, a refund will be paid.  Where required by
state law, the refund will equal all premiums paid under the Policy.  Where
required by state law, General American will refund an amount equal to the
greater of premiums paid or (1) plus (2) where (1) is the difference between
the premiums paid, including any policy fees or other charges, and the
amounts allocated to the Separate Account under the Policy and (2) is the
value of the amounts allocated to the Separate Account under the Policy on
the date the returned Policy is received by General American or its agent.

To cancel the Policy, the Owner should mail or deliver the Policy to either
General American or the agent who sold it.  A refund of premiums paid by
check may be delayed until the Owner's check has cleared the  bank upon which
it was drawn.  (See General Matters - Postponement of Payments from the
Separate Account.)

A request for an increase in Face Amount (see Policy Benefits - Death
Benefit) may also be canceled.  The request for cancellation must be made
within the later of 20 days from the date the Owner received the new Policy
specifications page for the increase, or 45 days after the application for
the increase was signed.

                    Death Benefit at Attained Age 100

If the Insured is living and the Policy is in force when the Insured reaches
Attained Age 100, the death benefit will be equal to 101% of the Cash Value
of the Policy unless the Lifetime Coverage Rider is in effect.  (See
Additional Insurance Benefits.)  At that point, no further premium payments
will be required or accepted, and no further monthly deductions will be taken
to cover the cost of insurance.

                       PAYMENT AND ALLOCATION OF
                                PREMIUMS

                          Issuance of a Policy

Individuals wishing to purchase a Policy must complete an application and
submit it to an authorized registered agent of General American or to General
American's Home Office.  A Policy will generally be issued to Insureds of
Issue Ages 0 through 85 for regularly underwritten contracts, and to Insureds
of Issue Ages 20 through 70 for Policies issued in qualified pension plans,
for guaranteed issue contracts and, should they become available in the
future, for simplified issue contracts.  General American may, in its sole
discretion, issue Policies to individuals falling outside of those Issue
Ages.  Acceptance of an application is subject to General American's
underwriting rules and General American reserves the right to reject an
application for any reason.

The Issue Date is determined by General American in accordance with its
standard underwriting procedures for variable life insurance policies.  The
Issue Date is used to determine Policy Anniversaries, Policy Years, and
Policy Months.  Insurance coverages under a Policy will not take effect until
the Policy has been delivered and the initial premium has been paid prior to
the Insured's death and prior to any change in health as shown in the
application.

                                Premiums

The initial premium is due on the Issue Date, and may be paid to an
authorized registered agent of General American or to General American at its
Home Office.  General American currently requires that the initial premium
for a Policy be at least equal to one-twelfth (1/12) of the Minimum Premium
for the Policy.  The Minimum Premium is the amount specified for each Policy
based on the requested initial Face Amount and the charges under the Policy
which vary according to the Issue Age, sex, underwriting risk class, and
smoker status of the Insured.  (See Charges and Deductions.)  For policies
issued as a result of a term conversion from certain General American term
policies, the Company requires the Owner to pay an initial premium, which
combined with conversion credits given, if any, will equal one full "Minimum
Premium" for the Policy.

Following the initial premium, subject to the limitations described below,
premiums may be paid in any amount and at any interval.  Premiums after the
first premium payment must be paid to General American at its Home Office.
An Owner may establish a schedule of planned premiums which will be billed by
the Company at regular intervals.  Failure to pay planned premiums, however,
will not itself cause the Policy to lapse.  (See Policy Lapse and
Reinstatement.) Premium receipts will be furnished upon request.

An Owner may make unscheduled premium payments at any time in any amount, or
skip planned premium payments, subject to the minimum and maximum premium
limitations described below.

                                    20
<PAGE> 26

If a Policy is in the intended Owner's possession but the initial premium has
not been paid, the Policy is not in force.  The intended Owner is deemed to
have the Policy for inspection only.

Premium Limitations.  Every premium payment must be at least $10.  In no
event may the total of all premiums paid in any Policy Year exceed the
current maximum premium limitations for that Policy Year.  Maximum premium
limits for the Policy Year will be shown in an Owner's annual report.

In general, for policies issued with Death Benefit Option A or Death Benefit
Option B, the maximum premium limit for a Policy Year is the largest amount
of premium that can be paid in that Policy Year such that the sum of the
premiums paid under the Policy will not at any time exceed the guideline
premium limitations needed to comply with the tax definition of life
insurance.  For policies issued with Death Benefit Option C, the company
reserves the right to impose other restrictions upon the amount of premium
that may be paid into the Policy.  If at any time a premium is paid which
would result in total premiums exceeding the current maximum premium
limitations, the Company will only accept that portion of the premium which
will make total premiums equal the maximum.  Any part of the premium in
excess of that amount will be returned or applied as otherwise agreed, and no
further premiums will be accepted until allowed under the current maximum
premium limitations.

In addition to the foregoing tax definitional limits on premiums, for
purposes of determining whether distributions (including loans) are a return
of income first, the Company monitors the Policy to detect whether the "seven
pay limit" has been exceeded.  If the seven pay limit is exceeded, the Policy
becomes a "Modified Endowment".  The Company has adopted administrative steps
designed to notify an Owner when it is believed that a premium payment will
cause a Policy to become a modified endowment contract.  The Owner will be
given a limited amount of time to request that the premium be reversed in
order to avoid the Policy's being classified as a modified endowment
contract.  (See Federal Tax Matters.)

If the Company receives a premium payment which would cause the death benefit
to increase by an amount that exceeds the Net Premium portion of the payment,
then the Company reserves the right to (1) refuse that premium payment, or
(2) require additional evidence of insurability before it accepts the
premium.

                Allocation of Net Premiums and Cash Value

Allocation of Net Premiums.  In the application for a Policy, the Owner
indicates how Net Premiums are to be allocated among the Divisions of the
Separate Account, to the General Account (if available), or both.  For each
Division chosen, the minimum percentage that may be allocated to a Division
is 5% of the Net Premium, and fractional percentages may not be used.
Certain other restrictions apply to allocations made to the General Account
(see General Account).  For policies issued with an allowable percentage to
the General Account of more than 5%, the minimum percentage is 5%, and
fractional percentages may not be used.

The allocation for future Net Premiums may be changed without charge at any
time by providing notice to the Company.  Any change in allocation will take
effect immediately upon receipt by the Company of written notice.  No charge
is imposed for changing the allocations of future premiums.  The initial
allocation will be shown on the application which is attached to the Policy.
The Company may at any time modify the maximum percentage of future Net
Premiums that may be allocated to the General Account.

During the period from the Issue Date to the end of the Right to Examine
Policy Period (See Policy Rights - Right to Examine Policy), Net Premiums
will automatically be allocated to the Division that invests in the Money
Market Fund of Capital Company.  When this period expires, the Policy's Cash
Value in that Division will be transferred to the Divisions of the Separate
Account and to the General Account (if available) in accordance with the
allocation requested in the application for the Policy, or any allocation
instructions received subsequent to receipt of the application.  Net Premiums
received after the Right to Examine Policy Period will be allocated according
to the allocation instructions most recently received by the Company unless
otherwise instructed for that particular premium receipt.

The Policy's Cash Value may also be transferred between Divisions of the
Separate Account, and, if the General Account is available under the Policy,
between those Divisions and the General Account.  (See Policy Rights -
Transfers.)

The value of amounts allocated to Divisions of the Separate Account will vary
with the investment performance of the chosen Divisions and the Owner bears
the entire investment risk.  This will affect the Policy's Cash Value, and
may affect the death benefit as well.  Owners should periodically review
their allocations of Net Premiums and the Policy's Cash Value in light of
market conditions and their overall financial planning requirements.

                                    21
<PAGE> 27

                     Policy Lapse and Reinstatement

   
Lapse.  Unlike conventional whole life insurance policies, the failure to
make a premium payment following the initial premium will not itself cause a
Policy to lapse.  If, during the first five Policy Years, the sum of all
premiums paid on the Policy, reduced by any partial withdrawals and any
outstanding loan balance, is greater than or equal to the sum of the No Lapse
Monthly Premiums for the elapsed months since the Issue Date, the Policy will
not lapse as a result of the Cash Value less any loans, loan interest due,
and any surrender charge being insufficient to pay the monthly deduction.
Lapse will occur (except as described above) when the Cash Surrender Value is
insufficient to cover the monthly deduction, and a grace period expires
without a sufficient payment being made.
    

The grace period, which is 62 days, begins on the Monthly Anniversary on
which the Cash Surrender Value becomes insufficient to meet the next monthly
deduction.  The Company will notify the Owner at the beginning of the grace
period by mail addressed to the last known address on file with the Company.
The notice to the Owner will indicate the amount of additional premium that
must be paid.  The amount of the premium required to keep the Policy in force
will be the amount to cover the outstanding monthly deductions and premium
expense charges.  (See Charges and Deductions - Monthly Deduction.) If the
Company does not receive the required amount within the grace period, the
Policy will lapse and terminate without Cash Value.

If the Insured dies during the grace period, any overdue monthly deductions
will be deducted from the death benefit otherwise payable.

Reinstatement.  The Owner may reinstate a lapsed Policy by written
application any time within five years after the date of lapse and before the
Insured's Attained Age 100.  Reinstatement is subject to the following
conditions:

      1.    Evidence of the insurability of the Insured satisfactory to the
      Company (including evidence of insurability of any person covered by a
      rider to reinstate the rider).

      2.    Payment of a premium that, after the deduction of premium expense
      charges, is large enough to cover: (a) the monthly deductions due at
      the time of lapse, and (b) two times the monthly deduction due at the
      time of reinstatement.

      3.    Payment or reinstatement of any Indebtedness.  Any Indebtedness
      reinstated will cause Cash Value of an equal amount also to be
      reinstated.  Any loan interest due and unpaid on the Policy Anniversary
      prior to reinstatement must be repaid at the time of reinstatement.
      Any loan paid at the time of reinstatement will cause an increase in
      Cash Value equal to the amount to be reinstated.

The Policy cannot be reinstated if it has been surrendered.

The amount of Cash Value on the date of reinstatement will be equal to the
amount of any Policy Loan reinstated, increased by the Net Premiums paid at
reinstatement, any Policy Loan paid at the time of reinstatement, and the
amount of any surrender charge paid at the time of lapse.

The Insured must be alive on the date the Company approves  the application
for reinstatement.  If the Insured is not then alive, such approval is void
and of no effect.

The effective date of reinstatement will be the date the Company approves the
application for reinstatement.  There will be a full monthly deduction for
the Policy Month which includes that date.  (See Charges and
Deductions-Monthly Deduction.)

The surrender charge in effect at the time of reinstatement will equal the
surrender charge in effect at the time of lapse.

                         CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Policy to compensate the
Company for providing the insurance benefits set forth in the Policy and any
additional benefits added by rider, administering the Policies, incurring
expenses in distributing the Policies, and assuming certain risks in
connection with the Policy.

                         Premium Expense Charges

Prior to allocation of Net Premiums, premium payments will be reduced by
premium expense charges consisting of a sales charge and a charge for premium
taxes.  The premium payment less the premium expense charge equals the Net
Premium.

Sales Charge.  A sales charge will be deducted from each premium payment to
partially compensate the Company for expenses incurred in distributing the
Policy and any additional benefits provided by riders.  The Company currently
intends to deduct a sales charge determined according to the following
schedule:

                                    22
<PAGE> 28
<TABLE>
<S>                           <C>
      Policy Year 1           15% of premium up to Target
                               5% of premium above Target
      Policy Years 2-10        5% of all premium paid
      Policy Years 11+         2% of all premium paid
</TABLE>
   
For policies issued in the state of Oregon, the amounts shown above are
increased by 2%.  The guaranteed sales charge varies for policies issued in
Texas.  As of the date of this prospectus, the current sales charge for Texas
policies is the same as shown above.
    

The expenses covered by the sales charge include agent sales commissions, the
cost of printing Prospectuses and sales literature, and any advertising
costs.  Where Policies are issued to Insureds with higher mortality risks or
to Insureds who have selected additional insurance benefits, a portion of the
amount deducted for sales charge is used to pay distribution expenses and
other costs associated with these additional coverages.  No increase in this
sales charge will occur that would result in an increase in the sales charge
percentage deducted in any previous Policy year.

A Contingent Deferred Sales Charge is also imposed under certain
circumstances for expenses incurred in distributing the Policies.  That
charge is discussed below.

To the extent that sales expenses are not recovered from the sales charge and
the surrender charge, those expenses may be recovered from other sources,
including the mortality and expense risk charge described below.

   
Premium Taxes.  Various states or other governing jurisdictions and their
subdivisions impose a tax on premiums received by insurance companies.
Premium taxes vary by jurisdiction.  A deduction equal to the amount of the
actual premium tax (if any) is taken from each premium payment for these
taxes.  The deduction allows the Company to pass through the amount of the
taxes imposed on the policy by the state or other governing jurisdiction and
any subdivisions thereof.  State premium taxes currently range from 0% to
3.5% (4% in Puerto Rico), with an average of approximately 2.1%.

Federal Tax Charge.  This charge is designed to pass through the equivalent
of the federal tax consequences applicable to the policy.  The charge is
currently 1.3% of premium paid, and is guaranteed not to increase except to
the extent of any increases in the federal tax
    

                            Monthly Deduction

Charges will be deducted monthly from the Cash Value of each Policy ("the
monthly deduction") to compensate the Company for (a) certain administrative
costs; (b) the cost of insurance; and (c) the cost of optional benefits added
by rider.  The monthly deduction will be taken on the Investment Start Date
and on each Monthly Anniversary.  It will be allocated among the General
Account and each Division of the Separate Account in the same proportion that
a Policy's Cash Value in the General Account and the  Policy's Cash Value in
each Division bear to the total Cash Value of the Policy, less the Cash Value
in the Loan Account, on the date the deduction is taken.  Because portions of
the monthly deduction, such as the cost of insurance, can vary from month to
month, the monthly deduction itself can vary in amount from month to month.

   
Selection and Issue Expense Charge.  During the first ten Policy Years, and
during the first ten Policy Years following an increase in Face Amount, the
Company generally assesses a monthly charge to cover the costs associated
with the underwriting and issue of the policy or the increase.  The monthly
charge per $1,000 of face amount ranges from approximately 4 cents to 65
cents, and varies by issue age, risk class, and (except on unisex Policies)
sex of the Insured.  The duration of the guaranteed charges varies for
policies issued in Texas.  On a current basis, as of the date of this
prospectus, the duration is the same as described above.

Monthly Administrative Charge.  The Company has responsibility for the
administration of the Policies and the Separate Account.  Administrative
expenses include premium billing and collection, record keeping, processing
death benefit claims, cash surrenders, partial withdrawals, Policy changes,
and reporting and overhead costs, processing applications, and establishing
Policy records.  As reimbursement for administrative expenses related to the
maintenance of each Policy and the Separate Account, the Company assesses a
monthly administration charge from each Policy.  This charge is generally $25
per month in the first Policy Year, and $6 per month for all Policy Years
thereafter, and is guaranteed not to increase while the Policy is in force.
    

The Company may administer the Policy itself, or may purchase administrative
services from such sources (including affiliates) as may be available.  Such
services will be acquired on a basis which, in the Company's sole discretion,
affords the best services at the lowest cost.  The Company reserves the right
to select a company to provide services which the Company deems, in its sole
discretion, is the best able to perform such services in a satisfactory
manner even though the costs for such services may be higher than would
prevail elsewhere.

Cost of Insurance.  The cost of insurance is deducted on each Monthly
Anniversary for the following

                                    23
<PAGE> 29
Policy Month.  Because the cost of insurance depends upon a number of
variables, the cost will vary for each Policy Month.  The cost of insurance
is determined separately for the initial Face Amount and for any subsequent
increases in Face Amount.  The Company will determine the cost of insurance
charge by multiplying the applicable cost of insurance rate or rates by the
net amount at risk (defined below) for each Policy Month.

The cost of insurance rates are determined at the beginning of each Policy
Year for the initial Face Amount and each increase in Face Amount.  The rates
will be based on the Attained Age, duration, rate class, and (except for
unisex Policies) sex of the Insured at issue or the date of an increase in
Face Amount.  (See Unisex Requirements Under Montana Law.)  The cost of
insurance rates generally increase as the Insured's Attained Age increases.
The rate class of an Insured also will affect the cost of insurance rate.
For the initial Face Amount, the Company will use the rate class on the Issue
Date.  For each increase in Face Amount, other than one caused by a change in
the death benefit option, the Company will use the rate class applicable to
that increase.  If the death benefit equals a percentage of Cash Value, an
increase in Cash Value will cause an automatic increase in the death benefit.
The rate class for such increase will be the same as that used for the most
recent increase that required proof of insurability.

The Company currently places Insureds into a preferred rate class, a standard
rate class, or into rate classes involving a higher mortality risk.  The
degree of underwriting imposed may vary from full underwriting, to simplified
issue underwriting, to guaranteed issue underwriting.

   
Actual cost of insurance rates may change, and the actual monthly cost of
insurance rates will be determined by the Company based on its expectations
as to future mortality experience.  However, the actual cost of insurance
rates will not be greater than the guaranteed cost of insurance rates set
forth in the Policy.  For fully underwritten, guaranteed issue and simplified
issue Policies which are not in a substandard risk class, the guaranteed cost
of insurance rates are equal to 100% of the rates set forth in the
male/female smoker/non-smoker 1980 CSO Mortality Tables (1980 CSO Tables NA
and SA and 1980 CSO Tables NG and SG for sex distinct; 1980 CSO Tables NB and
SB for unisex policies issued in qualified pension plans; 1980 CSO Tables NA
and SA for unisex policies issued in compliance with Montana law), for the
age nearest birthday.  Higher rates apply if the Insured is determined to be
in a substandard risk class.

In two otherwise identical Policies, an Insured in the preferred rate class
will have a lower cost of insurance than an Insured in a rate class involving
higher mortality risk.  Each rate class is also divided into two categories:
smokers and nonsmokers.  Nonsmoker Insureds will generally incur a lower cost
of insurance than similarly situated Insureds who smoke.  (Insureds under
Attained Age 20 are automatically assigned to the non-smoker rate class.)
Policies issued with simplified underwriting or guaranteed issue will in
general incur a higher cost of insurance than fully underwritten Policies.
Guaranteed issue Policies will in general incur the highest current or actual
cost of insurance rates.
    

The net amount at risk for a Policy Month is (a) the death benefit at the
beginning of the Policy Month divided by 1.0032737 (which reduces the net
amount at risk, solely for purposes of computing the cost of insurance, by
taking into account assumed monthly earnings at an annual rate of 4%), less
(b) the Cash Value at the beginning of the Policy Month.  If there is an
increase in the Face Amount, a net amount at risk will be calculated
separately for the initial Face Amount and for each increase in Face Amount.
If Death Benefit Option A or Death Option C is in effect, for purposes of
determining the net amounts at risk for the initial Face Amount and for each
increase in Face Amount, Cash Value will first be considered a part of the
initial Face Amount.  If the Cash Value is greater than the initial Face
Amount, the excess Cash Value will then be considered a part of each increase
in order, starting with the first increase.  If Death Benefit Option B is in
effect, the net amount at risk will be determined separately for the initial
Face Amount and for each increase in Face Amount.  In calculating the cost of
insurance charges, the cost of insurance rate for a Face Amount is applied to
the net amount at risk for that Face Amount.

Additional Insurance Benefits.  The monthly deduction will include charges
for any additional benefits provided by rider.  (See General Matters -
Additional Insurance Benefits.)

                Contingent Deferred Sales Charge ("CDSC")

   
For a period of up to ten years after the Issue Date, and for a period of up
to ten years following an increase in the Face Amount, the Company will
impose a CDSC upon surrender or lapse of the Policy, upon a partial
withdrawal, or upon a Pro-Rata Surrender.  The amount of the charge assessed
will depend upon a number of factors, including the type of event (a full
surrender, lapse, or partial withdrawal), the amount of any premium payments
made under the Policy prior to the event, and the number of Policy Years
having elapsed since the Policy was issued.
    

                                    24
<PAGE> 30

The Contingent Deferred Sales Charge compensates the Company for expenses
relating to the distribution of the Policy, including agents' commissions,
advertising, and the printing of the Prospectus and sales literature.

Calculation of Charge.  If a Policy is surrendered, the charge will not
exceed the Contingent Deferred Sales Charge Percentage multiplied by the
annual Target Premium attributable to the base policy or to the increase in
Face Amount.

The Contingent Deferred Sales Charge Percentage is shown in the following
table.

<TABLE>
                Contingent Deferred Sales Charge
                        Percentage Table
<CAPTION>
        If surrender or lapse      The percentage of the
       occurs in the last month        annual Target
           of Policy Year:          Premium payable is:
<S>                                 <C>
             1 through 5                   45%
                  6                        40%
                  7                        30%
                  8                        20%
                  9                        10%
            10 and later                    0%
</TABLE>

   
In addition, the percentages are reduced equally for each Policy Month during
the years shown.  For example, during the seventh year, the percentage is
reduced equally each month from 40% at the end of the sixth Year to 30% at
the end of the seventh Year.  This table may be modified if required by law
or regulation of the governing jurisdiction.

Charge Assessed Upon Partial Withdrawals or Pro-Rata Surrender.  The amount
of the Contingent Deferred Sales Charge deducted upon a partial withdrawal or
Pro-Rata Surrender will equal a fraction of the charge that would be deducted
if the Policy were surrendered at that time.  The fraction will be determined
by dividing the amount of the withdrawal of cash by the Cash Value before the
withdrawal and multiplying the result by the charge.  Immediately after a
withdrawal, the Policy's remaining surrender charge will equal the amount of
the surrender charge immediately before the withdrawal less the amount
deducted in connection with the withdrawal.

Transaction Charges.  There are no transaction charges for processing the
first twelve transfers or partial withdrawals in a policy year.  There is a
charge of $25 for each transfer or partial withdrawal in excess of twelve.
    

Adjustment of Charges.  The Policy is available for purchase by individuals,
corporations, and other institutions.  For certain individuals and certain
corporate or other group or sponsored arrangements purchasing one or more
Policies, General American may waive or adjust the amount of the Sales
Charge, Contingent Deferred Sales Charge, monthly administrative charge, or
other charges where the expenses associated with the sale of the Policy or
Policies or the underwriting or other administrative costs associated with
the Policy or Policies warrant an adjustment.

Sales, underwriting, or other administrative expenses may be reduced for
reasons such as expected economies resulting from a corporate purchase or a
group or sponsored arrangement; from the amount of the initial premium
payment or payments; or from the amount of projected premium payments.
General American will determine in its discretion if, and in what amount, an
adjustment is appropriate.  The Company may modify its criteria for
qualification for adjustment of charges as experience is gained, subject to
the limitation that such adjustments will not be unfairly discriminatory
against the interests of any Owner.

                        Separate Account Charges

Mortality and Expense Risk Charge.  General American will deduct a daily
charge from the Separate Account.  The amount of the deduction is determined
as a percentage of the average net assets of each Division of the Separate
Account.  The daily deduction percentages, and the equivalent effective
annual rate, are:
<TABLE>
<CAPTION>
            Policy Years        Daily Charge              Annual
                                   Factor               Equivalent
<S>                           <C>                     <C>
                1-10              .0015027%                 0.55%
               11-20              .0012301%                 0.45%
                21+               .0009572%                 0.35%
</TABLE>

This deduction is guaranteed not to increase while the Policy is in force.
General American may realize a profit from this charge.

The mortality risk assumed by General American is that Insureds may die
sooner than anticipated and that therefore General American will pay an
aggregate amount of death benefits greater than anticipated.  The expense
risk assumed is that expenses incurred in issuing and administering the
Policy will exceed the amounts realized from the administrative charges
assessed against the Policy.

   
Fund Expenses.  The value of the net assets of the Separate Account will
reflect the investment advisory fee and other expenses incurred by the
underlying investment companies.  A summary of the annual Fund operating
expenses in provided on page 4 of this prospectus.  See the prospectuses for
the respective Funds for a description of investment advisory fees and other
expenses.

                                    25
<PAGE> 31

Taxes.  No charges are currently made to the Separate Account for Federal,
state, or local taxes that the Company incurs which may be attributable to
such Separate Account or to the Policy.  The Company may make such a charge
for any such taxes or economic burden resulting from the application of the
tax laws that it determines to be properly attributable to the Separate
Account or to the Policy.  (See Federal Tax Matters.)

                                DIVIDENDS

The Policy is issued both as a participating Policy, which provides the Owner
an ownership interest in General American Mutual Holding Company, the parent
company of General American Life Insurance Company and as a non-participating
Policy, which provides no ownership interest in General American Mutual
Holding Company or General American Life Insurance Company.  However, we do
not anticipate that the Policy will share in the divisible surplus of the
Company in the form of a dividend.
    

                           THE GENERAL ACCOUNT

Because of exemptive and exclusionary provisions, interests in the General
Account have not been registered under the Securities Act of 1933 and the
General Account has not been registered as an investment company under the
1940 Act.  Accordingly, neither the General Account nor any interests therein
are subject to the provisions of these Acts and, as a result, the staff of
the SEC has not reviewed the disclosure in this Prospectus relating to the
General Account.  The disclosure regarding the General Account may, however,
be subject to certain generally applicable provisions of the Federal
securities laws relating to the accuracy and completeness of statements made
in prospectuses.

   
Note:  The General Account is not available in the State of Texas.
    

                           General Description

The General Account consists of all assets owned by General American other
than those in the Separate Account and other separate accounts.  Subject to
applicable law, General American has sole discretion over the investment of
the assets of the General Account.

At issue, General American will determine the maximum percentage of the
non-borrowed Cash Value that may be allocated, either initially or by transfer,
to the General Account.  The ability to allocate Net Premiums or to transfer
Cash Value to the General Account may not be made available, in the Company's
discretion, under certain Policies.  Further, the option may be limited with
respect to some Policies.  The Company may, from time to time, adjust the
extent  to which premiums or Cash Value may be allocated to the General
Account (the "maximum allocation percentage").  Such adjustments may not be
uniform as to all Policies.  General American may at any time modify the
General Account maximum allocation percent.  Subject to this maximum, an
Owner may elect to allocate Net Premiums to the General Account, the Separate
Account, or both.  Subject to this maximum, the Owner may also transfer Cash
Value from the Divisions of the Separate Account to the General Account, or
from the General Account to the Divisions of the Separate Account.  The
allocation of Net Premiums or the transfer of Cash Value to the General
Account does not entitle an Owner to share in the investment experience of
the General Account.  Instead, General American guarantees that Cash Value
allocated to the General Account will accrue interest at a rate of at least
4%, compounded annually, independent of the actual investment experience of
the General Account.

   
The Loan Account is part of the General Account in states other than Texas.
    

                               The Policy

This Prospectus describes a flexible premium variable life insurance policy.
This Prospectus is generally intended to serve as a disclosure document only
for the aspects of the Policy relating to the Separate Account.  For complete
details regarding the General Account, see the Policy itself.

                        General Account Benefits

   
If the Owner allocates all Net Premiums only to the General Account and makes
no transfers, partial withdrawals, Pro-Rata Surrenders, or Policy Loans, the
entire investment risk will be borne by General American, and General
American guarantees that it will pay at least a minimum specified death
benefit.  The Owner may select Death Benefit Option A, B or C under the
Policy and may change the Policy's Face Amount subject to satisfactory
evidence of insurability.
    

                       General Account Cash Value

Net Premiums allocated to the General Account are credited to the Cash Value.
General American bears the full investment risk for these amounts and
guarantees that interest will be credited to each Owner's Cash Value in the
General Account at a rate of no less than 4% per year, compounded annually.
General American may, AT ITS SOLE DISCRETION, credit a higher rate of
interest,

                                    26
<PAGE> 32
although it is not obligated to credit interest in excess of 4% per year, and
might not do so.  ANY INTEREST CREDITED ON THE POLICY'S CASH VALUE IN THE
GENERAL ACCOUNT IN EXCESS OF THE GUARANTEED MINIMUM RATE OF 4% PER YEAR WILL
BE DETERMINED IN THE SOLE DISCRETION OF GENERAL AMERICAN.  THE POLICY OWNER
ASSUMES THE RISK THAT INTEREST CREDITED MAY NOT EXCEED THE GUARANTEED MINIMUM
RATE OF 4% PER YEAR.  If excess interest is credited, a different rate of
interest may be applied to the Cash Value in the Loan Account.  The Cash
Value in the General Account will be calculated on each Monthly Anniversary
of the Policy.

   
General American guarantees that, on each Valuation Date, the Cash Value in
the General Account will be the amount of the Net Premiums allocated or Cash
Value transferred to the General Account, plus interest at the rate of 4% per
year, plus any excess interest which General American credits and any amounts
transferred into the General Account, less the sum of all Policy charges
allocable to the General Account and any amounts deducted from the General
Account in connection with partial withdrawals, Pro-Rata Surrenders,
surrender charges or transfers to the Separate Account.
    

       Transfers, Surrenders, Partial Withdrawals and Policy Loans

After the first Policy Year, a portion of Cash Value may be withdrawn from
the General Account or transferred from the General Account to the Separate
Account. A partial withdrawal, net of any applicable surrender charges, and
any transfer must be at least $500 or, the Policy's entire Cash Value in the
General Account if less than $500.  No amount may be withdrawn from the
General Account that would result in there being insufficient Cash Value to
meet any surrender charges that would be payable immediately following the
withdrawal upon the surrender of the remaining Cash Value of the Policy.  The
total amount of transfers and withdrawals in a Policy Year may not exceed a
Maximum Amount equal to the greater of (a) 25% of a Policy's Cash Surrender
Value in the General Account at the beginning of the Policy Year, or (b) the
previous Policy Year's Maximum Amount (not to exceed the total Cash Surrender
Value of the Policy).

Transfers to the General Account are limited by the maximum allocation
percentage (described below) in effect for a Policy at the time a transfer
request is made.

Policy Loans may also be made from the Policy's Cash Value in the General
Account.

Loans and withdrawals from the General Account may have Federal income tax
consequences.  (See Federal Tax Matters.)

   
There is no transaction charge for the first twelve partial withdrawals or
requested transfers in a Policy Year.  General American will impose a charge of
$25 for each partial withdrawal or requested transfer in excess of twelve in a
Policy Year.  General American may revoke or modify the privilege of
transferring amounts to or from the General Account at any time.  Partial
withdrawals and Pro-Rata Surrenders will result in the imposition of the
applicable surrender charge.

Transfers, surrenders, partial withdrawals and Pro-Rata Surrenders payable
from the General Account and the payment of Policy Loans allocated to the
General Account may, subject to certain limitations, be delayed for up to six
months.  However, if payment is deferred for 30 days or more, General
American will pay interest at the rate of 2.5% per year for the period of the
deferment.  Amounts from the General Account used to pay premiums on policies
with General American will not be delayed.

                             GENERAL MATTERS

           Postponement of Payments from the Separate Account

The Company usually pays amounts payable on partial withdrawal, Pro-Rata
Surrender, surrender, or Policy Loan allocated to the Separate Account
Divisions within seven days after written notice is received.  Payment of any
amount payable from the Divisions of the Separate Account upon surrender,
partial withdrawals, Pro-Rata Surrender, or death of Insured, as well as
payments of a Policy Loan and transfers, may be postponed whenever: (1) the
New York Stock Exchange is closed other than customary weekend and holiday
closings, or trading on the New York Stock Exchange is restricted as
determined by the SEC; (2) the SEC by order permits postponement for the
protection of Owners; or (3) an emergency exists, as determined by the SEC,
as a result of which disposal of securities is not reasonably practicable or
it is not reasonably practicable to determine the value of the Separate
Account's net assets.  The Company may defer payment of the portion of any
Policy Loan from the General Account for not more than six months.
    

Payments under the Policy of any amounts derived from premiums paid by check
may be delayed until the Owner's check has cleared the bank upon which it
was drawn.

                                    27
<PAGE> 33

                              The Contract

The Policy, the attached application, any riders, endorsements, any
application for an increase in Face Amount, and any application for
reinstatement constitute the entire contract.  All statements made by the
Insured in the application and any supplemental applications can be used to
contest a claim or the validity of the Policy.  Any change to the Policy must
be in writing and approved by the President, a Vice President, or the
Secretary of the Company.  No agent has the authority to alter or modify any
of the terms, conditions, or agreements of the Policy or to waive any of its
provisions.

                            Control of Policy

The Insured is the Owner of the Policy unless another person or entity is
shown as the Owner in the application.  Ownership may be changed, however, as
described below.  The Owner is entitled to all rights provided by the Policy.
Any person whose rights of ownership depend upon some future event does not
possess any present rights of ownership.  If there is more than one Owner at
a given time, all Owners must exercise the rights of ownership by joint
action.  If the Owner dies, and the Owner is not the Insured, the Owner's
interest in the Policy becomes the property of his or her estate unless
otherwise provided.  Unless otherwise provided, the Policy is jointly owned
by all Owners named in the Policy or by the survivors of those joint Owners.
Unless otherwise stated in the Policy, the final Owner is the estate of the
last joint Owner to die.  The Company may rely on the written request of any
trustee of a trust which is the Owner of the Policy, and the Company is not
responsible for the proper administration of any such trust.

                               Beneficiary

The Beneficiary(ies) is (are) the person(s) specified in the application or
by later designation.  Unless otherwise stated in the Policy, the Beneficiary
has no rights in a Policy before the death of the Insured.  If there is more
than one Beneficiary at the death of the Insured, each Beneficiary will
receive equal payments unless otherwise provided by the Owner.  If no
Beneficiary is living at the death of the Insured, the proceeds will be
payable to the Owner or, if the Owner is not living, to the Owner's estate.

The Company permits the designation of various types of trusts as
Beneficiary(ies), including trusts for minor beneficiaries, trusts under a
will, and trusts under a separate written agreement.  An Owner is also
permitted to designate several types of beneficiaries, including business
beneficiaries.

                     Change of Owner or Beneficiary

The Owner may change the ownership and/or Beneficiary designation by written
request in a form acceptable to the Company at any time during the Insured's
lifetime subject to any restrictions stated in the Policy and this
Prospectus.  The Company may require that the Policy be returned for
endorsement of any change.  If acceptable to us, the change will take effect
as of the date the request is signed, whether or not the Insured is living
when the request is received at the Company's Home Office.  The Company is
not  liable for any payment made or action taken before the Company received
the written request for change.  If the Owner is also a Beneficiary of the
Policy at the time of the Insured's death, the Owner may, within sixty days
of the Insured's death, designate another person to receive the Policy
proceeds.  Any change will be subject to any assignment of the Policy or any
other legal restrictions.

                             Policy Changes

The Company reserves the right to limit the number of changes to a Policy to
one per Policy Year and to restrict changes in the first Policy Year.
Currently, only one change is permitted during any Policy Year and no change
may be made during the first Policy Year.  For this purpose, changes include
increases or decreases in Face Amount and changes in the death benefit
option.  No change will be permitted, if as a result, the Policy would fail
to satisfy the definition of life insurance in Section 7702 of the Internal
Revenue Code or any applicable successor provision.

                        Conformity with Statutes

If any provision in a Policy is in conflict with the laws of the state
governing the Policy, the provision will be deemed to be amended to conform
to such laws.  In addition, the Company reserves the right to change the
Policy if it determines that a change is necessary to cause this Policy to
comply with, or give the Owner the benefit of any Federal or state statute,
rule, or regulation, including, but not limited to, requirements of the
Internal Revenue Code, or its regulations or published rulings.

                           Claims of Creditors

To the extent permitted by law, neither the Policy nor any payment under it
will be subject to the claims of creditors or to any legal process.

                            Incontestability

The Policy is incontestable after it has been in force for two years from the
Issue Date during the lifetime of the Insured.  An increase in Face Amount or
addition of a rider after the Issue Date is

                                    28
<PAGE> 34
incontestable after such increase or addition has been in force for two years
from its effective date during the lifetime of the Insured.  Any
reinstatement of a Policy is incontestable only after it has been in force
during the lifetime of the Insured for two years after the effective date of
the reinstatement.

                               Assignment

The Company will be bound by an assignment of a Policy only if: (a) the
assignment is in writing; (b) the original assignment instrument or a
certified copy thereof is filed with the Company at its Home Office; and (c)
the Company returns an acknowledged copy of the assignment instrument to the
Owner.  The Company is not responsible for determining the validity of any
assignment.  Payment of Policy proceeds is subject to the rights of any
assignee of record.  If a claim is based on an assignment, the Company may
require proof of the interest of the claimant.  A valid assignment will take
precedence over the claim of any Beneficiary.

                                 Suicide

Suicide within two years of the Issue Date is not covered by the Policy.  If
the Insured dies by suicide, while sane or insane, within two years from the
Issue Date (or within the maximum period permitted by the laws of the state
in which the Policy was delivered, if less than two years), the amount
payable will be limited to premiums paid, less any partial withdrawals and
outstanding Indebtedness subject to certain limitations, if the Insured,
while sane or insane, dies by suicide within two years after the effective
date of an increase in Face Amount, the death benefit for that increase will
be limited to the amount of the monthly deductions for the increase.

If the Insured is a Missouri citizen when the Policy is issued, this
provision does not apply on the Issue Date of the Policy, or on the effective
date of any increase in Face Amount, unless the Insured intended suicide when
the Policy, or the increase in Face Amount, was applied for.

               Misstatement of Age or Sex and Corrections

If the age or sex (except in unisex Policies, see Unisex Requirements Under
Montana Law) of the Insured has been misstated in the application, the amount
of the death benefit will be that which the most recent cost of insurance
charge would have purchased for the correct age and sex.

Any payment or Policy changes made by the Company in good faith, relying on
its records or evidence supplied with respect to such payment, will fully
discharge the Company's duty.  The Company reserves the right to correct any
errors in the Policy.

                      Additional Insurance Benefits

Subject to certain requirements, one or more of the following additional
insurance benefits may be added to a Policy by rider.  The descriptions below
are intended to be general; the terms of the Policy riders providing the
additional benefits may vary from state to state, and the Policy should be
consulted.  The cost of any additional insurance benefits which require
additional charges will be deducted as part of the monthly deduction from the
Policy's Cash Value.  (See Charges and Deductions - Monthly Deduction.)
Certain restrictions may apply and are described in the applicable rider.  An
insurance agent authorized to sell the Policy can describe these extra
benefits further.  Samples of the provisions are available from General
American upon written request.

Waiver of Monthly Deduction Rider.  Provides for the waiver of the monthly
deductions while the Insured is totally disabled, subject to certain
limitations described in the rider.  The Insured must have become disabled
after age 5 and before age 65.

Waiver of Specified Premium Rider.  Provides for crediting the Policy's Cash
Value with a specified monthly premium while the Insured is totally disabled.
The monthly premium selected at issue is not guaranteed to keep the Policy in
force.  The Insured must have become disabled after age 5 and before age 65.

   
Adjustable Benefit Term Rider.  This rider allows an employer who is the
Owner to provide adjustable term insurance to comply with the terms of an
associated employee benefit plan.  The increase in coverage occurs on each
Policy Anniversary.

Anniversary Partial Withdrawal Rider.  This rider allows the owner to
withdraw up to 15% of the Policy's Cash Surrender Value on any Policy
Anniversary without reducing the Face Amount.  A Contingent Deferred Sales
Charge will still apply.
    

Guaranteed Survivor Purchase Option (GSPO-Plus).  This rider grants the
policy Owner or the Insured's Beneficiary the option to purchase, upon the
death of the Insured, on the 10th anniversary of the rider, and on the rider
anniversary nearest the Designated Life's 65th birthday, a specified amount
of additional insurance coverage on the Designated Life (or Lives) without
furnishing evidence of insurability.

Supplemental Coverage Term Rider.  This rider provides level term insurance
on the life of the Insured under the base policy.  It can be added only

                                    29
<PAGE> 35
at issue.  It cannot be increased or added to an existing Policy.

Preliminary Term Insurance.  This rider provides preliminary term insurance
from the date of hire of a new employee until the plan anniversary when a
corporate-sponsored Policy is issued.  The rider provides level term
insurance equal to the initial face amount of the Policy and all attached
riders.

Accelerated Benefit Rider.  This rider provides a benefit to the Owner if the
Insured becomes terminally ill and is not expected to live more then twelve
months.  The Owner may receive 25%, 50% or 75% (but no more than $250,000) of
the eligible proceeds in a lump sum.  "Eligible proceeds" means the death
benefit that would have been payable had the insured died on the date the
rider is exercised.

Children's Insurance Rider.  This rider allows the Policy Owner to add term
insurance coverage on his or her children.

Secondary Guarantee Rider.  This rider guarantees that if, during the
secondary guarantee period, the sum of all premiums paid on the Policy,
reduced by any partial withdrawals and any outstanding loan balance, is
greater than or equal to the sum of the secondary guarantee premiums required
since the Issue Date, the Policy will not lapse as a result of a Cash Value
less any loans, loans interest due, and any surrender charge being
insufficient to pay the monthly deduction.

   
The secondary guarantee period is the lesser of twenty Policy Years, or the
number of Policy Years until the Insured reaches Attained Age 70.  For
Policies issued after Attained Age 60, the secondary guarantee period is ten
Policy Years.
    

Lifetime Coverage Rider.  This rider provides the continuation of the
Policy's face amount beyond age 100, provided the policy remains in force to
age 100 with a positive cash surrender value.  If the Policy is in force
after the Insured's Attained Age 100, the death benefit will be the greater
of the face amount or 101% of the Cash Value.

                           Records and Reports

   
The Company will maintain all records relating to the Separate Account and
will mail to the Owner once each Policy Year, at the last known address of
record, a report which shows the current Policy values, premiums paid,
deductions made since the last report, and any outstanding Policy Loans.  The
Owner will also be sent a periodic report for each Fund.  Receipt of premium
payments, transfers, partial withdrawals, Pro-Rata Surrenders, Policy Loans,
loan repayments, changes in death benefit options, increases or decreases in
Face Amount, surrenders and reinstatements will be confirmed promptly
following each transaction.
    

An Owner may request in writing a projection of illustrated future Cash
Surrender Values and death benefits.  This projection will be furnished by
the Company for a nominal fee which will not exceed $25.

                      DISTRIBUTION OF THE POLICIES

The Policy will be sold by individuals who, in addition to being licensed as
life insurance agents for the Company, are also registered representatives of
Walnut Street Securities, Inc.  ("Walnut Street"), the principal underwriter
of the Policy, or of broker-dealers who have entered into written sales
agreements with Walnut Street.  Walnut Street was incorporated under the laws
of Missouri in 1984 and is a wholly-owned subsidiary of General American
Holding Company, which is, in turn,  a wholly-owned subsidiary of the
Company.  Walnut Street is registered with the SEC under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc.  No director or officer of Walnut
Street owns any units in the Separate Account.

Writing agents will receive commissions based on a commission schedule and
rules.  Currently, agent first-year commissions equal 50% of target premiums
and 2.25% of excess premium paid in Policy Year 1.  In renewal years, the
agent commissions vary from 1.0% to 2.0% of premiums paid in Policy Years 2
and later, depending on the agent's contract type.  An additional service
fee, determined as a percentage of the Policy's unloaned Cash Value, is also
paid.  The percentage varies by Policy Year from 0% to 0.20% of average
monthly unloaned assets.  Reductions may be possible under the circumstances
outlined in the section entitled Adjustment of Charges.  General Agents
receive compensation which may be in part based on the level of agent
commissions in their agencies.

   
As principal underwriter for the Policies, Walnut Street receives commission
income.  Walnut Street receives an administrative fee of 2% of premium from
sales of the Policies.
    

The general agent commission schedules and rules differ for different types
of agency contracts.

General American may use other distribution channels to sell the
non-participating version of the Policy.

                                    30
<PAGE> 36

                           FEDERAL TAX MATTERS

                              Introduction

   
The following summary provides a general description of the Federal income
tax considerations associated with the Policy and does not purport to be
complete or to cover all situations.  This discussion is not intended as tax
advice.  Counsel or other competent tax Advisers should be consulted for more
complete information.  This discussion is based upon General American's
understanding of the present Federal income tax laws as they are currently
interpreted by the Internal Revenue Service.  No representation is made as to
the likelihood of continuation of the present Federal income tax laws or of
the current interpretations by the Internal Revenue Service.
    

                        Tax Status of the Policy

Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code")
includes a definition of a life insurance contract for Federal tax purposes.
The Secretary of the Treasury (the "Treasury") issued proposed regulations
which specify what will be considered reasonable mortality charges under
Section 7702.  Guidance as to how Section 7702 is to be applied is, however,
limited.  If a Policy were determined not to be a life insurance contract for
purposes of Section 7702, such Policy would not provide most of the tax
advantages normally provided by a life insurance policy.

With respect to a Policy issued on a basis of a standard premium class or on
a guaranteed or simplified issue basis, while there is some uncertainty due
to the limited guidance under Section 7702, the Company believes that such a
Policy should meet the Section 7702 definition of a life insurance contract.
However, with respect to a Policy issued on a substandard basis (i.e., a
premium class involving higher than standard mortality risk), it is not clear
whether such a Policy would satisfy Section 7702, particularly if the Owner
pays the full amount of premiums permitted under the Policy.

If it is subsequently determined that a Policy does not satisfy Section 7702,
the Company will take whatever steps are appropriate and necessary to attempt
to cause such a Policy to comply with Section 7702, including possibly
refunding any premiums paid that exceed the limitations allowable under
Section 7702 (together with interest or other earnings on any such premiums
refunded as required by law).  For these reasons, the Company reserves the
right to modify the Policy as necessary to attempt to qualify it as a life
insurance contract under Section 7702.

Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Separate Account to be
"adequately diversified" in order for the Policy to be treated as a life
insurance contract for Federal tax purposes.  The Separate Account, intends
to comply with the diversification requirements prescribed by the Treasury in
Regulation Section 1.817-5, which affect how assets may be invested.
Although General American does not control the Funds, it has entered into
agreements, which require these investment companies to be operated in
compliance with the requirements prescribed by the Treasury.

The IRS has stated in published rulings that a variable contract owner will
be considered the owner of separate account assets, for federal income tax
purposes, if the contract owner possesses incidents of ownership in those
assets, such as the ability to exercise investment control over the assets.
If that were to be determined to be the case, income and gains from the
separate account assets would be includible in the variable contract owner's
gross income.  The Treasury Department has also announced, in connection with
the issuance of regulations concerning diversification, that those
regulations "do not provide guidance concerning the circumstances in which
investor control of the investments of a segregated asset account may cause
the investor (i.e., the Owner), rather than the insurance company, to be
treated as the owner of the assets in the account."  This announcement also
stated that guidance would be issued by way of regulations or rulings on the
"extent to which policyholders may direct their investments to particular
subaccounts without being treated as owners of the underlying assets."

The ownership rights under the Policy are different in certain respects from
those described by the IRS in rulings in which it was determined that policy
owners were not owners of separate account assets.  For example, the Owner
has additional flexibility in allocating Premium payments and Policy Values.
These differences could result in an Owner being treated as the owner of a
pro rata portion of the assets of the Separate Account.  In addition, the
Company does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury Department has stated it expects to
issue.  The Company therefore reserves the right to modify the Policy as
necessary to attempt to prevent an Owner from being considered the owner of a
pro rata share of the assets of the Separate Account.

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

                                    31
<PAGE> 37

1.    Tax Treatment of Policy Benefits.  In general, the Company believes
that the proceeds and Cash Value increases of a Policy should be treated in a
manner consistent with a fixed-benefit life insurance policy for Federal
income tax purposes.  Thus, the death benefit under the Policy should be
excludable from the gross income of the Beneficiary under Section 101(a)(1)
of the Code, unless a transfer for value (generally a sale of the policy) has
occurred.

   
Many changes or transactions involving a Policy may have tax consequences,
depending on the circumstances.  Such changes include, but are not limited
to, the exchange of the Policy, a change of the Policy's Face Amount, a
Policy Loan, an additional premium payment, a Policy lapse with an
outstanding Policy Loan, a partial withdrawal, or a surrender of the Policy.
In addition, Federal estate and state and local estate, inheritance, and
other tax consequences of ownership or receipt of Policy proceeds depend upon
the circumstances of each Owner or Beneficiary.  A competent tax adviser
should be consulted for further information.

A Policy may also be used in various arrangements, including non-qualified
deferred compensation or salary continuation plans, split dollar insurance
plans, executive bonus plans, retiree medical benefit plans and others.  The
tax consequences of such plans may vary depending on the particular facts and
circumstances of each individual arrangement.  Therefore, if you are
contemplating the use of a Policy in any arrangement the value of which
depends in part on its tax consequences, you should be sure to consult a
qualified tax adviser regarding the tax attributes of the particular
arrangement.
    

Generally, the Owner will not be deemed to be in constructive receipt of the
Policy's Cash Value, including increments thereof, under the Policy until
there is a distribution.  The tax consequences of distributions from, and
Policy Loans taken from or secured by, a Policy depend upon whether the
Policy is classified as a "modified endowment contract".  However, upon a
complete surrender or lapse of any Policy, if the amount received plus the
amount of outstanding Indebtedness exceeds the total investment in the
Policy, the excess will generally be treated as ordinary income subject to
tax.

2.    Modified Endowment Contracts.  A policy may be treated as a modified
endowment contract depending upon the amount of premiums paid in relation to
the death benefit provided under such Policy.  The premium limitation rules
for determining whether a Policy is a modified endowment contract are
extremely complex.  In general, however, a Policy will be a modified
endowment contract if the accumulated premiums paid at any time during the
first seven Policy Years exceed the sum of the net level premiums which would
have been paid on or before such time if the Policy provided for paid-up
future benefits after the payment of seven level annual premiums.

In addition, if a Policy is "materially changed" it may cause such Policy to
be treated as a modified endowment contract.  The material change rules for
determining whether a Policy is a modified endowment contract are also
extremely complex.  In general, however, the determination of whether a
Policy will be a modified endowment contract after a material change
generally depends upon the relationship among the death benefit at the time
of such change, the Cash Value at the time of the change and the additional
premiums paid in the seven Policy Years starting with the date on which the
material change occurs.

Moreover, a life insurance contract received in exchange for a life insurance
contract classified as a modified endowment contract will also be treated as
a modified endowment contract.  A reduction in a Policy's benefits may also
cause such Policy to become a modified endowment contract.

Due to the Policy's flexibility, classification of a Policy as a modified
endowment contract will depend upon the circumstances of each Policy.  The
Company has, however, adopted administrative steps designed to protect an
Owner against the possibility that the Policy might become a modified
endowment contract.  The Company believes the safeguards are adequate for
most situations, but it cannot provide complete assurance that a Policy will
not be classified as a modified endowment contract.  At the time a premium is
credited which would cause the Policy to become a modified endowment
contract, the Company will notify the Owner that unless a refund of the
excess premium is requested by the Owner, the Policy will become a modified
endowment contract.  The Owner will have 30 days after receiving such
notification to request the refund.  The excess premium paid will be returned
to the Owner upon receipt by the Company of the refund request.  The amount
to be refunded will be deducted from the Policy Cash Value in the Divisions
of the Separate Account and in the General Account in the same proportion as
the premium payment was allocated to such Divisions.

   
Accordingly, a prospective Owner should contact a competent tax adviser
before purchasing a Policy to determine the circumstances under which the
Policy would be a modified endowment contract.  In addition, an Owner should
contact a competent tax adviser before paying any additional premiums or
making any other change to, including an exchange of, a Policy to determine
whether such premium or change would cause the Policy (or the new Policy in

                                    32
<PAGE> 38
the case of an exchange) to be treated as a modified endowment contract.
    

3.    Distributions from Policies Classified as Modified Endowment Contract.
Policies classified as modified endowment contracts will be subject to the
following tax rules: First, all distributions, including distributions upon
surrender, from such a Policy are treated as ordinary income subject to tax
up to the amount equal to the excess (if any) of the Cash Value immediately
before the distribution over the investment in the Policy (described below)
at such time.  Second, Policy Loans taken from, or secured by, such a Policy,
as well as due but unpaid interest thereon, are treated as distributions from
such a Policy and taxed accordingly.  Third, a 10 percent additional income
tax is imposed on the portion of any distribution from, or Policy Loan taken
from or secured by, such a Policy that (a) is included in income, except
where the distribution or Policy Loan is made on or after the Owner attains
age 59 1/2, (b) is attributable to the Owner's becoming disabled, or (c) is
part of a series of substantially equal periodic payments for the life (or
life expectancy) of the Owner or the joint lives (or joint life expectancies)
of the Owner and the Owner's Beneficiary.

4.    Distributions From Policies Not Classified as Modified Endowment
Contract.  Distributions from  Policies not classified as a modified
endowment contracts are generally treated as first recovering the investment
in the Policy (described below) and then, only after the return of all such
investment in the Policy, as distributing taxable income.  An exception to
this general rule occurs in the case of a decrease in the Policy's death
benefit (possibly including a partial withdrawal) or any other change that
reduces benefits under the Policy in the first 15 years after the Policy is
issued and that results in cash distribution to the Owner in order for the
Policy to continue complying with the Section 7702 definitional limits.  Such
a cash distribution will be taxed in whole or in part as ordinary income (to
the extent of any gain in the Policy) under rules prescribed in Section 7702.

   
Policy Loans from, or secured by, a Policy that is not a modified endowment
contract are not treated as distributions.  Instead, such loans are treated
as indebtedness of the Owner.
    

Upon a complete surrender or lapse of a Policy that is not a modified
endowment contract, if the amount received plus the amount of indebtedness
exceeds the total investment in the Policy, the excess will generally be
treated as ordinary income subject to tax.

Neither distributions (including distributions upon surrender or lapse) nor
Policy Loans from, or secured by, a Policy that is not a modified endowment
contract are subject to the 10 percent additional income tax.

If a Policy which is not a modified endowment contract subsequently becomes a
modified endowment contract, then any distribution made from the Policy
within two years prior to the date of such change in status may become
taxable.

   
5.    Policy Loan Interest.  Generally, interest paid on any loan under a
life insurance Policy owned by an individual is not deductible.  In addition,
interest on any loan under a life insurance Policy owned by a business
taxpayer on the life of any individual who is an officer of or is financially
interested in the business carried on by that taxpayer is deductible only
under certain very limited circumstances.  An Owner should consult a
competent tax adviser before deducting any loan interest.

6.    Interest Expense on Unrelated Indebtedness.  Under provisions added to
the Code in 1997 for policies issued after June 8, 1997, if a business
taxpayer owns or is the beneficiary of a Policy on the life of any individual
who is not an officer, director, employee, or 20 percent owner of the
business, and the taxpayer also has debt unrelated to the Policy, a portion
of the taxpayer's unrelated interest expense deductions may be lost.  No
business taxpayer should purchase, exchange, or increase the death benefit
under a Policy on the life of any individual who is not an officer, director,
employee, or 20 percent owner of the business without first consulting a
competent tax Adviser.
    

7.    Investment in the Policy.  Investment in the Policy means (i) the
aggregate amount of any premiums or other consideration paid for a Policy,
minus (ii) the aggregate amount received under the Policy which is excluded
from gross income of the Owner (except that the amount of any Policy Loan
from, or secured by, a Policy that is a modified endowment contract, to the
extent such amount is excluded from gross income, will be disregarded), plus
(iii) the amount of any Policy Loan from, or secured by, a Policy that is a
modified endowment contract to the extent that such amount is included in the
gross income of the Owner.

8.    Multiple Policies.  All modified endowment contracts that are issued by
the Company (or its affiliates) to the same Owner during any calendar year
are treated as one modified endowment contract for purposes of determining
the amount includible in gross income under Section 72(e) of the Code.

9.    Possible Charge for Taxes.  At the present time, the Company makes no
charge to the Separate Account for any Federal, state, or local taxes (as
opposed to Premium Tax Charges which are

                                    33
<PAGE> 39
deducted from premium payments) that it incurs which may be attributable to
such Separate Account or to the Policies.  The Company, however, reserves the
right in the future to make a charge for any such tax or other economic
burden resulting from the application of the tax laws that it determines to
be properly attributable to the Separate Account or to the Policies.

10. Possible Changes in Taxation.  As of the date of this Prospectus, the
President's budget for fiscal year 1999 contains a number of proposals that
would adversely affect the Federal income tax treatment of life insurance
contracts.  Of particular importance to owners of variable life insurance
contracts such as the Policy are two proposals under which, if adopted: (1)
the inside buildup of variable life insurance contracts like the Policy would
be taxed whenever cash values were reallocated among the available investment
options, for example, if the Periodic and Variance Rebalancing options
available under the Policy were used, and (2) it would no longer be possible
to exchange a variable life insurance contract tax free under Code section
1035.  Moreover, it is always possible that any changes in the tax treatment
of life insurance contracts could be effective prior to the date of any new
legislation.

                  UNISEX REQUIREMENTS UNDER MONTANA LAW

The State of Montana generally prohibits the use of actuarial tables that
distinguish between men and women in determining premiums and Policy benefits
for policies issued on the lives of their residents.  Therefore, all Policies
offered by this Prospectus to insure residents of Montana will have premiums
and benefits which are based on actuarial tables that do not differentiate on
the basis of sex.

              SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

General American holds the assets of the Separate Account in a custodial
account in its name at the Bank of New York.  The Company maintains records
of all purchases and redemptions of applicable Fund shares by each of the
Divisions.  Additional protection for the assets of the Separate Account is
afforded by a blanket fidelity bond issued by Lloyd's Underwriters in the
amount of five million dollars, covering all officers and employees of the
Company who have access to the assets of the Separate Account.

                              VOTING RIGHTS

Based on its understanding of current applicable legal requirements, the
Company will vote the shares of the Funds held in the Separate Account at
regular and special shareholder meetings of the mutual funds in accordance
with the instructions received from persons having voting interests in the
corresponding Divisions of the Separate Account.  If, however, the 1940 Act
or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote shares of the Fund in its own right, it may
elect to do so.  No voting privileges apply to the Policies with respect to
Cash Value removed from the Separate Account as a result of a Policy Loan.

The number of votes which an Owner has the right to instruct will be
calculated separately for each Division.  Voting rights reflect the dollar
value of the total number of units of each Division of the Separate Account
credited to the Owner at the record date, rather than the number of units
alone.  Fractional shares will be counted.  The number of votes of the Fund
which the Owner has the right to instruct will be determined as of the date
coincident with the date established by that Fund for determining
shareholders eligible.  Voting instructions will be solicited by written
communications prior to such meeting in accordance with procedures
established by the mutual funds.

The company will vote shares of a Fund for which no timely instructions are
received in proportion to the voting instructions which are received with
respect to that Fund.  The Company will also vote any shares of the Funds
which are not attributable to Policies in the same proportion.

Each person having a voting interest in a Division will receive any proxy
material, reports, and other materials relating to the appropriate Fund.

   
Disregard of Voting Instructions.  The Company may, when required by state
insurance regulatory authorities, disregard voting instructions if the
instructions require that the shares be voted so as to cause a change in the
subclassification or investment objective of the Fund or to approve or
disapprove an investment Advisory contract for a Fund.  In addition, the
Company itself may disregard voting instructions in favor of changes
initiated by an Owner in the investment policy or the investment adviser or
sub-adviser of a Fund if the Company reasonably disapproves of such changes.
A proposed change would be disapproved only if the proposed change is
contrary to state law or prohibited by state regulatory authorities, or the
Company determined that the change would have an adverse effect on its
General Account in that the proposed investment policy for a Fund may result
in overly speculative or unsound investments.  If the Company  disregards
voting instructions, a summary of that action and the

                                    34
<PAGE> 40
reasons for such action will be included in the next annual report to Owners.
    

                     STATE REGULATION OF THE COMPANY

The Company, a stock life insurance company organized under the laws of
Missouri, and the Separate Account are subject to regulation by the Missouri
Department of Insurance.  An annual statement is filed with the Director of
Insurance on or before March 1st of each year covering the operations and
reporting on the financial condition of the Company as of December 31 of the
preceding year.  Periodically, the Director of Insurance examines the
liabilities and reserves of the Company and the Separate Account and
certifies their adequacy, and a full examination of the Company's operations
is conducted by the National Association of Insurance Commissioners at least
once every three years.

In addition, the Company is subject to the insurance laws and regulations of
other states within which it is licensed or may become licensed to operate.
Generally, the insurance departments of other states apply the laws of the
state of domicile in determining permissible investments.

                                    35
<PAGE> 41

   
<TABLE>

                                     MANAGEMENT OF THE COMPANY

<CAPTION>
                                              PRINCIPAL OCCUPATION (s)
       NAME                                  DURING PAST FIVE YEARS<F*>
       ----                                  --------------------------

PRINCIPAL OFFICERS<F**>
- -----------------------
<C>                           <S>
Richard A. Liddy              Chairman, President and CEO, 1/95-present; Chairman of the Executive
                              Committee, 5/92-present.  Formerly President and CEO, 5/92-1/95.

Robert J. Banstetter, Sr.     Vice President, General Counsel and Secretary, 2/91-present.

John W. Barber                Vice President and Controller, 12/84-present.

O'Neil P. Boudreaux           Vice President-Sales and Marketing, 10/96-present.  Formerly Vice
                              President-Group Field Accounts, 4/87-10/96.

Kevin C. Eichner              Executive Vice President of General American, Chairman of GenMark,
                              Chairman of Walnut Street Securities, 10/97-Present.  President and CEO,
                              Collaborative Strategies, 1983-Present.

E. Thomas Hughes              Corporate Actuary and Treasurer, 10/94-present.  Formerly Executive
                              Vice President-Group Pensions, 3/90-10/94

Michael P. Ingrassia          Vice President-Group Executive Accounts, 3/92-present.

Warren J. Winer               Executive Vice President-Group Life and Health, 8/95-present.  Formerly
                              Managing Director, William M.  Mercer, Inc., 7/93-8/95; President and
                              Chief Operating Officer, W.  F.  Corroon, 1986-7/93.

Bernard H. Wolzenski          Executive Vice President-Individual Insurance, 10/91-present.

A. Greig Woodring             President and Chief Executive Officer, Reinsurance Group of America,
                              12/92-present.

<FN>
<F*> All positions listed are with General American unless otherwise  indicated.

<F**>The prinicpal business address of Messrs. Banstetter, Hughes, and Liddy is
     General American Life Insurance Company, 700 Market Street, St. Louis,
     Missouri 63101. The principal business address for Messrs. Barber, Boudreaux,
     Ingrassia, Winer and Wolzenski is 13045 Tesson Ferry Road, St. Louis, Missouri
     63128. The principal business address for Mr. Woodring is 660 Mason Ridge
     Center Drive, Suite 300, St. Louis, Missouri 63141. The principal business
     address for Mr. Eichner is 670 Mason Ridge Center Drive, Suite 100, St. Louis,
     Missouri 63141.


                                    36
<PAGE> 42


<CAPTION>
                                                     PRINCIPAL OCCUPATIONS (s)
            NAME                                     DURING PAST FIVE YEARS<F*>
            ----                                     --------------------------
DIRECTORS
- ---------
<C>                                    <S>
August A. Busch III                    Chairman of the Board and President, Anheuser-Busch Companies, Inc.
Anheuser-Busch Companies, Inc.         (beer business).
One Busch Place
St. Louis, Missouri 63118

William E. Cornelius                   Retired Chairman and Chief Executive Officer, Union Electric Company
Union Electric Company                 (electric utility business).
P.O.  Box 149
St. Louis, Missouri 63166

John C. Danforth                       Partner, Bryan Cave (law firm). Formerly, U. S. Senator, State of Missouri.
Bryan Cave
One Metropolitan Square,
Suite 3600
St. Louis, Missouri 63102

Bernard A. Edison                      Past President, Edison Brothers Stores, Inc.  (retail specialty stores)
Edison Brothers Stores, Inc.
P.O. Box 14020
St. Louis, Missouri 63178

Richard A. Liddy                       Chairman, President and CEO, General American
General American Life Insurance Co.
700 Market Street
St. Louis, MO 63101

William E. Maritz                      Chairman and Chief Executive Officer, Maritz, Inc.(motivation, travel
Maritz, Inc.                           communications, training and marketing research business).
1375 North Highway Drive
Fenton, Missouri 63099

Craig D. Schnuck                       Chairman and Chief Executive Officer, Schnuck Markets, Inc.  (retail
Schnuck Markets, Inc.                  supermarket chain).
11420 Lackland Road
P.O. Box 46928
St. Louis, Missouri  63146

William P. Stiritz                     Chairman, Chief Executive Officer and President, Agribrands International,
Agribrands International, Inc.         Inc. Formerly Chairman, Chief Executive Officer and President, Ralston Purina
9811 So. Forty Drive                   Company (pet food, batteries, and bread business); Chairman, Ralcorp Holdings,
St. Louis, Missouri 63124              Inc.  (ready-to-eat cereal, baby food, ski resorts).

Andrew C. Taylor                       Chief Executive Officer and President, Enterprise Rent-A-Car (car
Enterprise Rent-A-Car                  rental).
600 Corporate Park Drive
St. Louis, Missouri 63105



                                    37
<PAGE> 43

                                                     PRINCIPAL OCCUPATIONS (s)
            NAME                                     DURING PAST FIVE YEARS<F*>
            ----                                     --------------------------
DIRECTORS (CONTINUED)
- ---------------------

H. Edwin Trusheim                      Retired Chairman and Chief Executive Officer, General American
General American Life Insurance Co.    Life Insurance Company
P.O. Box 396
St. Louis, MO 63166

Robert L. Virgil                       Principal, Edward Jones (investments)
Edward Jones
12555 Manchester
St. Louis, Missouri  63131-3729

Virginia V. Weldon, M.D.               Director, Center for the Study of American Business, Washington
Monsanto Company                       University. Retired Senior Vice President, Public Policy, Monsanto
800 North Lindbergh                    Company (chemicals diversified industry, pharmaceuticals, life
St. Louis, Missouri  63167             science products, and food ingredients business).

Ted C. Wetterau                        President, Wetterau Associates, L.L.C.  Retired Chairman and Chief
Wetterau Associates, L.L.C.            Executive Officer, Wetterau Incorporated  (retail and wholesale
7700 Bonhomme, Suite 750               grocery, manufacturing business).
St. Louis, Missouri  63105

<FN>
<F*>All positions listed are with General American unless otherwise indicated.

</TABLE>

                                    38
<PAGE> 44

                              LEGAL MATTERS

All matters of Missouri law pertaining to the Policy, including the validity
of the Policy and General American's right to issue the Policy under Missouri
insurance law, have been passed upon by Matthew P. McCauley, Vice President
and Associate General Counsel of General American.
    

                            LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject.  General American is
not involved in any litigation that is of material importance in relation to
its total assets or that relates to the Separate Account.

                                 EXPERTS

The audited financial statements of General American and the Separate Account
have been included in this Prospectus in reliance on the reports of KPMG Peat
Marwick LLP independent certified public accountants, and on the authority of
said firm as experts in accounting and auditing.

The report of KPMG Peat Marwick LLP covering the December 31, 1997 financial
statements of General American refers to the adoption of Statement of
Financial Accounting Standards No. 120, Accounting and Reporting by Mutual
Life Insurance Enterprises and by Insurance Enterprises for Certain
Long-Duration Participating Contracts.

Actuarial matters included in this Prospectus have been examined by Susan
Benjamin, FSA, MAAA,  Senior Product Actuary of General American, as stated
in the opinion filed as an exhibit to the registration statement.

                         ADDITIONAL INFORMATION

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

   
Like all financial services providers, General American utilizes systems that
may be affected by the Year 2000 transition issues, and it relies on services
providers, including the Funds, that may also be affected.  The Company has
developed, and is in the process of implementing, a Year 2000 transition
plan, and is confirming that its services providers are also so engaged.  The
resources that are being devoted to this effort are substantial.  It is
difficult to predict with precision whether the amount of resources
ultimately devoted, or the outcome of these efforts, will have any negative
impact on the Company.  However, as of the date of this prospectus, we do not
anticipate that Policy Owners will experience negative effects on their
investment, or on the services provided in connection therewith, as a result
of Year 2000 transition implementation.  General American currently
anticipates that its systems will be Year 2000 compliant, but there can be no
assurance that the Company will be successful, or that interaction with other
service providers will not impair the Company's services at that time.
    

                          FINANCIAL STATEMENTS

The financial statements of General American which are included in this
Prospectus should be distinguished from the financial statements of the
Separate Account, and should be considered only as bearing on the ability of
General American to meet its obligations under the Policy.  They should not
be considered as bearing on the investment performance of the assets held in
the Separate Account.  Financial information is not provided for four of the
seventeen Divisions of the Separate Account because those Divisions have only
recently been established, and therefore no operating history exists for
those Divisions.

   
Interim financial statements for General American or the Separate Account are
not part of this prospectus because General American does not prepare audited
financial statements more often than annually, and believes that any incremental
benefit to prospective Policy Owners that may result from preparing and
delivering more current financial statements, though unaudited, does not
justify the additional cost that would be incurred. General American represents
that there have been no adverse changes in the financial condition or
operations of General American or the Separate Account between the end of
the most recent fiscal year and the date of this prospectus.
    

                                    39
<PAGE> 45

                               APPENDIX A
             Illustrations of Death Benefits and Cash Values

   
The following tables illustrate how the Cash Value, Cash Surrender Value, and
death benefit of a Policy change with the investment experience of a Division
of the Separate Account.  The tables show how the Cash Value, Cash Surrender
Value, and death benefit of a Policy issued to an insured of a given age and
at a given premium would vary over time if the investment return on the
assets held in each Division of the Separate Account were a uniform, gross,
after-tax annual rate of 0%, 6%, or 12%.  The tables illustrate Policies
issued in Missouri (using a 2% premium tax rate and a 1.3% federal tax
charge) to males, age 35 and 50 in a preferred nonsmoker rate class.  If the
insured falls into a smoker rate class, the Cash Values, Cash Surrender Values,
and death benefits would be lower than those shown in the tables.  In addition,
the Cash Values, Cash Surrender Values, and death benefits would be different
from those shown if the gross annual investment rates of return averaged 0%,
6%, and 12% over a period of years, but fluctuated above and below those
averages for individual Policy Years.

The Cash Value column under the "Guaranteed" heading shows the accumulated
value of the Net Premiums paid at the stated interest rate, reflecting
deduction of all policy charges described in this prospectus at the
guaranteed maximum rate.  The Cash Surrender Value column under the
"Guaranteed" heading shows the projected Cash Surrender Value of the Policy,
which is calculated by taking the Cash Value under the "Guaranteed" heading
and deducting any appropriate Contingent Deferred Sales Charge.  The Cash
value column under the "Current" heading shows the accumulated value of the
Net Premiums paid at the stated interest rate, reflecting deduction of all
policy charges as described in this prospectus at the current rate. The Cash
Surrender Value column under the "Current" heading shows the projected Cash
Surrender Value of the Policy, which is calculated by taking the Cash Value
under the "Current" heading and deducting any appropriate Contingent Deferred
Sales Charge.  The illustrations of death benefits reflect the above
assumptions.  The death benefits also vary between tables depending upon
whether Death Benefit Options A or C (Level Type) or Death Benefit Option B
(Increasing Type) are illustrated.

The amounts deducted from the Cash Value in the illustrations include the
sales charge, premium tax, federal tax charge, selection and issue expense
charge, monthly administrative charge, and cost of insurance.  These charges
are described in the prospectus under Charges and Deductions.

The amounts shown for Cash Value, Cash Surrender Value, and death benefit
reflect charges that produce an investment rate of return that is lower than
the gross return on the assets held in a Division of the Separate Account.
The charges include a charge for mortality and expense risk (equivalent to
 .55% for Policy Years 1-10, .45% for Policy Years 11-20, and .35%
thereafter), and an assumed .78% charge for the investment advisory fee and
Fund administrative expenses combined, based on the average Fund expense for
all available investment Funds.  The actual investment advisory fee
applicable to each Division is shown in the respective Prospectuses of each
Fund.  After deduction for these amounts, the illustrated gross annual
investment rates of return of 0%, 6%, and 12% correspond to approximate
initial net annual rates of -1.33%, 4.67%, and 10.67%, respectively.  The
Prospectuses for each Fund should be consulted for details about the nature
and extent of their expenses.
    

The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes against the Separate Account (as opposed to Premium
Charges which are deducted from premium payments), since General American is
not currently making any such charges.  However, such charges may be made in
the future and, in that event, the gross annual investment rate of return of
the Divisions of the Separate Account would have to exceed 0%, 6%, and 12% by
an amount sufficient to cover the tax charges in order to produce the death
benefit and Cash Value illustration.  (See Federal Tax Matters.)

The tables illustrate the Policy values that would result based upon the
investment rates of return if premiums are paid as indicated, if all Net
Premiums are allocated to the Separate Account, if no Policy Loans have been
made.  The tables are also based on the assumptions that the Owner has not
requested an increase or decrease in the Face Amount, that no partial
withdrawals have been made, that no transfer charges were incurred, and that
no optional riders have been requested.

Upon request, General American will provide a comparable illustration based
upon the proposed Insured's age, sex, and rate class, the Face Amount or
premium requested, the proposed frequency of premium payments, and any
available riders requested.

                                    40

<PAGE> 46

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                          ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                          ------------------------                  ---------------------------

  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     35      3,000       3,150         890       1,768     250,000                 654       1,531     250,000
   2     36      3,000       6,458       3,031       3,909     250,000               2,567       3,444     250,000
   3     36      3,000       9,930       5,097       5,975     250,000               4,431       5,308     250,000
   4     37      3,000      13,577       7,116       7,994     250,000               6,245       7,123     250,000
   5     37      3,000      17,406       9,092       9,970     250,000               8,005       8,883     250,000
   6     38      3,000      21,426      11,135      11,915     250,000               9,808      10,588     250,000
   7     38      3,000      25,647      13,232      13,817     250,000              11,647      12,232     250,000
   8     39      3,000      30,080      15,291      15,681     250,000              13,426      13,816     250,000
   9     39      3,000      34,734      17,311      17,506     250,000              15,140      15,335     250,000
  10     40      3,000      39,620      19,298      19,298     250,000              16,789      16,789     250,000
  11     40      3,000      44,751      21,440      21,440     250,000              18,555      18,555     250,000
  12     41      3,000      50,139      23,554      23,554     250,000              20,244      20,244     250,000
  13     41      3,000      55,796      25,637      25,637     250,000              21,853      21,853     250,000
  14     42      3,000      61,736      27,692      27,692     250,000              23,379      23,379     250,000
  15     42      3,000      67,972      29,725      29,725     250,000              24,815      24,815     250,000
  16     43      3,000      74,521      31,689      31,689     250,000              26,157      26,157     250,000
  17     43      3,000      81,397      33,590      33,590     250,000              27,393      27,393     250,000
  18     44      3,000      88,617      35,423      35,423     250,000              28,509      28,509     250,000
  19     44      3,000      96,198      37,186      37,186     250,000              29,493      29,493     250,000
  20     45      3,000     104,158      38,876      38,876     250,000              30,328      30,328     250,000
  21     45      3,000     112,516      40,530      40,530     250,000              31,033      31,033     250,000
  22     46      3,000     121,291      42,102      42,102     250,000              31,561      31,561     250,000
  23     46      3,000     130,506      43,587      43,587     250,000              31,902      31,902     250,000
  24     47      3,000     140,181      44,977      44,977     250,000              32,042      32,042     250,000
  25     47      3,000     150,340      46,262      46,262     250,000              31,956      31,956     250,000
  26     48      3,000     161,007      47,431      47,431     250,000              31,617      31,617     250,000
  27     48      3,000     172,208      48,476      48,476     250,000              30,997      30,997     250,000
  28     49      3,000     183,968      49,387      49,387     250,000              30,054      30,054     250,000
  29     49      3,000     196,317      50,155      50,155     250,000              28,739      28,739     250,000
  30     50      3,000     209,282      50,767      50,767     250,000              26,995      26,995     250,000

</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    41
<PAGE> 47

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                         ASSUMING CURRENT CHARGES                    ASSUMING GUARANTEED CHARGES
                                         ------------------------                    ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     35      3,000       3,150       1,019       1,897     250,000                 775       1,652     250,000
   2     36      3,000       6,458       3,419       4,297     250,000               2,925       3,803     250,000
   3     36      3,000       9,930       5,884       6,762     250,000               5,153       6,030     250,000
   4     37      3,000      13,577       8,445       9,322     250,000               7,459       8,337     250,000
   5     37      3,000      17,406      11,109      11,986     250,000               9,844      10,721     250,000
   6     38      3,000      21,426      13,990      14,770     250,000              12,406      13,186     250,000
   7     38      3,000      25,647      17,084      17,669     250,000              15,144      15,729     250,000
   8     39      3,000      30,080      20,301      20,691     250,000              17,965      18,355     250,000
   9     39      3,000      34,734      23,648      23,843     250,000              20,866      21,061     250,000
  10     40      3,000      39,620      27,134      27,134     250,000              23,853      23,853     250,000
  11     40      3,000      44,751      30,978      30,978     250,000              27,134      27,134     250,000
  12     41      3,000      50,139      35,007      35,007     250,000              30,521      30,521     250,000
  13     41      3,000      55,796      39,226      39,226     250,000              34,019      34,019     250,000
  14     42      3,000      61,736      43,649      43,649     250,000              37,630      37,630     250,000
  15     42      3,000      67,972      48,289      48,289     250,000              41,355      41,355     250,000
  16     43      3,000      74,521      53,115      53,115     250,000              45,197      45,197     250,000
  17     43      3,000      81,397      58,141      58,141     250,000              49,151      49,151     250,000
  18     44      3,000      88,617      63,374      63,374     250,000              53,214      53,214     250,000
  19     44      3,000      96,198      68,824      68,824     250,000              57,382      57,382     250,000
  20     45      3,000     104,158      74,499      74,499     250,000              61,649      61,649     250,000
  21     45      3,000     112,516      80,488      80,488     250,000              66,077      66,077     250,000
  22     46      3,000     121,291      86,731      86,731     250,000              70,607      70,607     250,000
  23     46      3,000     130,506      93,241      93,241     250,000              75,245      75,245     250,000
  24     47      3,000     140,181     100,030     100,030     250,000              79,991      79,991     250,000
  25     47      3,000     150,340     107,109     107,109     250,000              84,842      84,842     250,000
  26     48      3,000     161,007     114,493     114,493     250,000              89,793      89,793     250,000
  27     48      3,000     172,208     122,198     122,198     250,000              94,843      94,843     250,000
  28     49      3,000     183,968     130,244     130,244     250,000              99,983      99,983     250,000
  29     49      3,000     196,317     138,654     138,654     250,000             105,203     105,203     250,000
  30     50      3,000     209,282     147,454     147,454     250,000             110,496     110,496     250,000

</TABLE>
    

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    42
<PAGE> 48

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                          ASSUMING CURRENT CHARGES                   ASSUMING GUARANTEED CHARGES
                                          ------------------------                   ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     35      3,000       3,150       1,148       2,026     250,000                 896       1,774     250,000
   2     36      3,000       6,458       3,824       4,701     250,000               3,299       4,177     250,000
   3     36      3,000       9,930       6,736       7,614     250,000               5,935       6,813     250,000
   4     37      3,000      13,577       9,940      10,817     250,000               8,828       9,705     250,000
   5     37      3,000      17,406      13,470      14,347     250,000              12,000      12,877     250,000
   6     38      3,000      21,426      17,471      18,251     250,000              15,579      16,359     250,000
   7     38      3,000      25,647      21,972      22,557     250,000              19,592      20,177     250,000
   8     39      3,000      30,080      26,923      27,313     250,000              23,979      24,369     250,000
   9     39      3,000      34,734      32,372      32,567     250,000              28,777      28,972     250,000
  10     40      3,000      39,620      38,378      38,378     250,000              34,033      34,033     250,000
  11     40      3,000      44,751      45,240      45,240     250,000              40,026      40,026     250,000
  12     41      3,000      50,139      52,847      52,847     250,000              46,627      46,627     250,000
  13     41      3,000      55,796      61,279      61,279     250,000              53,905      53,905     250,000
  14     42      3,000      61,736      70,629      70,629     250,000              61,935      61,935     250,000
  15     42      3,000      67,972      81,003      81,003     250,000              70,800      70,800     250,000
  16     43      3,000      74,521      92,476      92,476     250,000              80,598      80,598     250,000
  17     43      3,000      81,397     105,177     105,177     250,000              91,428      91,428     250,000
  18     44      3,000      88,617     119,242     119,242     250,000             103,407     103,407     250,000
  19     44      3,000      96,198     134,826     134,826     250,000             116,671     116,671     250,000
  20     45      3,000     104,158     152,102     152,102     250,000             131,370     131,370     250,000
  21     45      3,000     112,516     171,418     171,418     257,126             147,819     147,819     250,000
  22     46      3,000     121,291     192,816     192,816     281,512             166,120     166,120     250,000
  23     46      3,000     130,506     216,500     216,500     307,430             186,480     186,480     264,801
  24     47      3,000     140,181     242,715     242,715     334,946             208,991     208,991     288,407
  25     47      3,000     150,340     271,735     271,735     364,124             233,864     233,864     313,378
  26     48      3,000     161,007     303,866     303,866     395,026             261,362     261,362     339,771
  27     48      3,000     172,208     339,414     339,414     434,450             291,702     291,702     373,378
  28     49      3,000     183,968     378,742     378,742     477,215             325,174     325,174     409,719
  29     49      3,000     196,317     422,255     422,255     523,597             362,100     362,100     449,004
  30     50      3,000     209,282     470,403     470,403     573,891             402,841     402,841     491,466

</TABLE>
    

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    43
<PAGE> 49

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                          ASSUMING CURRENT CHARGES                 ASSUMING GUARANTEED CHARGES
                                          ------------------------                 ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     35      3,000       3,150         889       1,766     251,766                 650       1,528     251,528
   2     36      3,000       6,458       3,026       3,904     253,904               2,557       3,434     253,434
   3     36      3,000       9,930       5,086       5,964     255,964               4,410       5,288     255,288
   4     37      3,000      13,577       7,096       7,973     257,973               6,210       7,087     257,087
   5     37      3,000      17,406       9,060       9,937     259,937               7,951       8,828     258,828
   6     38      3,000      21,426      11,088      11,868     261,868               9,729      10,509     260,509
   7     38      3,000      25,647      13,168      13,753     263,753              11,537      12,122     262,122
   8     39      3,000      30,080      15,205      15,595     265,595              13,280      13,670     263,670
   9     39      3,000      34,734      17,201      17,396     267,396              14,950      15,145     265,145
  10     40      3,000      39,620      19,160      19,160     269,160              16,549      16,549     266,549
  11     40      3,000      44,751      21,271      21,271     271,271              18,256      18,256     268,256
  12     41      3,000      50,139      23,349      23,349     273,349              19,874      19,874     269,874
  13     41      3,000      55,796      25,393      25,393     275,393              21,401      21,401     271,401
  14     42      3,000      61,736      27,405      27,405     277,405              22,833      22,833     272,833
  15     42      3,000      67,972      29,392      29,392     279,392              24,160      24,160     274,160
  16     43      3,000      74,521      31,301      31,301     281,301              25,380      25,380     275,380
  17     43      3,000      81,397      33,136      33,136     283,136              26,475      26,475     276,475
  18     44      3,000      88,617      34,894      34,894     284,894              27,431      27,431     277,431
  19     44      3,000      96,198      36,569      36,569     286,569              28,235      28,235     278,235
  20     45      3,000     104,158      38,157      38,157     288,157              28,865      28,865     278,865
  21     45      3,000     112,516      39,692      39,692     289,692              29,337      29,337     279,337
  22     46      3,000     121,291      41,128      41,128     291,128              29,603      29,603     279,603
  23     46      3,000     130,506      42,457      42,457     292,457              29,654      29,654     279,654
  24     47      3,000     140,181      43,669      43,669     293,669              29,474      29,474     279,474
  25     47      3,000     150,340      44,750      44,750     294,750              29,036      29,036     279,036
  26     48      3,000     161,007      45,687      45,687     295,687              28,313      28,313     278,313
  27     48      3,000     172,208      46,467      46,467     296,467              27,276      27,276     277,276
  28     49      3,000     183,968      47,078      47,078     297,078              25,885      25,885     275,885
  29     49      3,000     196,317      47,508      47,508     297,508              24,091      24,091     274,091
  30     50      3,000     209,282      47,741      47,741     297,741              21,844      21,844     271,844

</TABLE>
    

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    44
<PAGE> 50

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                          ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                          ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                  <C>         <C>        <C>
   1     35      3,000       3,150       1,017       1,895     251,895                 771       1,649     251,649
   2     36      3,000       6,458       3,414       4,291     254,291               2,914       3,792     253,792
   3     36      3,000       9,930       5,871       6,749     256,749               5,129       6,006     256,006
   4     37      3,000      13,577       8,420       9,298     259,298               7,417       8,294     258,294
   5     37      3,000      17,406      11,069      11,946     261,946               9,775      10,653     260,653
   6     38      3,000      21,426      13,930      14,710     264,710              12,304      13,084     263,084
   7     38      3,000      25,647      16,998      17,583     267,583              14,997      15,582     265,582
   8     39      3,000      30,080      20,182      20,572     270,572              17,761      18,151     268,151
   9     39      3,000      34,734      23,488      23,683     273,683              20,591      20,786     270,786
  10     40      3,000      39,620      26,926      26,926     276,926              23,491      23,491     273,491
  11     40      3,000      44,751      30,712      30,712     280,712              26,663      26,663     276,663
  12     41      3,000      50,139      34,673      34,673     284,673              29,917      29,917     279,917
  13     41      3,000      55,796      38,812      38,812     288,812              33,252      33,252     283,252
  14     42      3,000      61,736      43,143      43,143     293,143              36,668      36,668     286,668
  15     42      3,000      67,972      47,679      47,679     297,679              40,157      40,157     290,157
  16     43      3,000      74,521      52,378      52,378     302,378              43,717      43,717     293,717
  17     43      3,000      81,397      57,248      57,248     307,248              47,336      47,336     297,336
  18     44      3,000      88,617      62,294      62,294     312,294              50,997      50,997     300,997
  19     44      3,000      96,198      67,517      67,517     317,517              54,686      54,686     304,686
  20     45      3,000     104,158      72,921      72,921     322,921              58,384      58,384     308,384
  21     45      3,000     112,516      78,582      78,582     328,582              62,132      62,132     312,132
  22     46      3,000     121,291      84,435      84,435     334,435              65,855      65,855     315,855
  23     46      3,000     130,506      90,478      90,478     340,478              69,540      69,540     319,540
  24     47      3,000     140,181      96,711      96,711     346,711              73,167      73,167     323,167
  25     47      3,000     150,340     103,126     103,126     353,126              76,702      76,702     326,702
  26     48      3,000     161,007     109,718     109,718     359,718              80,111      80,111     330,111
  27     48      3,000     172,208     116,480     116,480     366,480              83,354      83,354     333,354
  28     49      3,000     183,968     123,406     123,406     373,406              86,378      86,378     336,378
  29     49      3,000     196,317     130,490     130,490     380,490              89,116      89,116     339,116
  30     50      3,000     209,282     137,721     137,721     387,721              91,501      91,501     341,501

</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    45
<PAGE> 51

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     35      3,000       3,150       1,147       2,024     252,024                 893       1,770     251,770
   2     36      3,000       6,458       3,818       4,695     254,695               3,287       4,165     264,165
   3     36      3,000       9,930       6,721       7,599     257,599               5,908       6,786     256,786
   4     37      3,000      13,577       9,911      10,788     260,788               8,777       9,655     259,655
   5     37      3,000      17,406      13,420      14,298     264,298              11,916      12,793     262,793
   6     38      3,000      21,426      17,394      18,174     268,174              15,447      16,227     266,227
   7     38      3,000      25,647      21,857      22,442     272,442              19,395      19,980     269,980
   8     39      3,000      30,080      26,758      27,148     277,442              23,696      24,086     274,086
   9     39      3,000      34,734      32,142      32,337     282,337              28,380      33,488     278,575
  10     40      3,000      39,620      38,066      38,066     288,066              33,488      33,488     283,488
  11     40      3,000      44,751      44,824      44,824     294,824              39,287      39,287     289,287
  12     41      3,000      50,139      52,302      52,302     302,302              45,641      45,641     295,641
  13     41      3,000      55,796      60,576      60,576     310,576              52,602      52,602     302,602
  14     42      3,000      61,736      69,734      69,734     319,734              60,231      60,231     310,231
  15     42      3,000      67,972      79,878      79,878     329,878              68,590      68,590     318,590
  16     43      3,000      74,521      91,059      91,059     341,059              77,753      77,753     327,753
  17     43      3,000      81,397     103,390     103,390     353,390              87,786      87,786     337,786
  18     44      3,000      88,617     116,990     116,990     366,990              98,766      98,766     348,766
  19     44      3,000      96,198     131,990     131,990     381,990             110,778     110,778     360,778
  20     45      3,000     104,158     148,535     148,535     398,535             123,911     123,911     373,911
  21     45      3,000     112,516     166,935     166,935     416,935             138,393     138,393     388,393
  22     46      3,000     121,291     187,248     187,248     437,248             154,236     154,236     404,236
  23     46      3,000     130,506     209,673     209,673     459,673             171,575     171,575     421,575
  24     47      3,000     140,181     234,427     234,427     484,427             190,555     190,555     440,555
  25     47      3,000     150,340     261,748     261,748     511,748             211,323     211,323     461,323
  26     48      3,000     161,007     291,900     291,900     541,900             234,042     234,042     484,042
  27     48      3,000     172,208     325,174     325,174     575,174             258,889     258,889     508,889
  28     49      3,000     183,968     361,896     361,896     611,896             286,050     286,050     536,050
  29     49      3,000     196,317     402,426     402,426     652,426             315,721     315,721     565,721
  30     50      3,000     209,282     447,159     447,159     697,159             348,118     348,118     598,118

</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    46
<PAGE> 52

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     35      3,000       3,150         890       1,768     250,000                 654       1,531     250,000
   2     36      3,000       6,458       3,031       3,909     250,000               2,567       3,444     250,000
   3     36      3,000       9,930       5,097       5,975     250,000               4,431       5,308     250,000
   4     37      3,000      13,577       7,116       7,994     250,000               6,245       7,123     250,000
   5     37      3,000      17,406       9,092       9,970     250,000               8,005       8,883     250,000
   6     38      3,000      21,426      11,135      11,915     250,000               9,808      10,588     250,000
   7     38      3,000      25,647      13,232      13,817     250,000              11,647      12,232     250,000
   8     39      3,000      30,080      15,291      15,681     250,000              13,426      13,816     250,000
   9     39      3,000      34,734      17,311      17,506     250,000              15,140      15,335     250,000
  10     40      3,000      39,620      19,298      19,298     250,000              16,789      16,789     250,000
  11     40      3,000      44,751      21,440      21,440     250,000              18,555      18,555     250,000
  12     41      3,000      50,139      23,554      23,554     250,000              20,244      20,244     250,000
  13     41      3,000      55,796      25,637      25,637     250,000              21,853      21,853     250,000
  14     42      3,000      61,736      27,692      27,692     250,000              23,379      23,379     250,000
  15     42      3,000      67,972      29,725      29,725     250,000              24,815      24,815     250,000
  16     43      3,000      74,521      31,689      31,689     250,000              26,157      26,157     250,000
  17     43      3,000      81,397      33,590      33,590     250,000              27,393      27,393     250,000
  18     44      3,000      88,617      35,423      35,423     250,000              28,509      28,509     250,000
  19     44      3,000      96,198      37,186      37,186     250,000              29,493      29,493     250,000
  20     45      3,000     104,158      38,876      38,876     250,000              30,328      30,328     250,000
  21     45      3,000     112,516      40,530      40,530     250,000              31,033      31,033     250,000
  22     46      3,000     121,291      42,102      42,102     250,000              31,561      31,561     250,000
  23     46      3,000     130,506      43,587      43,587     250,000              31,902      31,902     250,000
  24     47      3,000     140,181      44,977      44,977     250,000              32,042      32,042     250,000
  25     47      3,000     150,340      46,262      46,262     250,000              31,956      31,956     250,000
  26     48      3,000     161,007      47,431      47,431     250,000              31,617      31,617     250,000
  27     48      3,000     172,208      48,476      48,476     250,000              30,997      30,997     250,000
  28     49      3,000     183,968      49,387      49,387     250,000              30,054      30,054     250,000
  29     49      3,000     196,317      50,155      50,155     250,000              28,739      28,739     250,000
  30     50      3,000     209,282      50,767      50,767     250,000              26,995      26,995     250,000

</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    47
<PAGE> 53

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     35      3,000       3,150       1,019       1,897     250,000                 775       1,652     250,000
   2     36      3,000       6,458       3,419       4,297     250,000               2,925       3,803     250,000
   3     36      3,000       9,930       5,884       6,762     250,000               5,153       6,030     250,000
   4     37      3,000      13,577       8,445       9,322     250,000               7,459       8,337     250,000
   5     37      3,000      17,406      11,109      11,986     250,000               9,844      10,721     250,000
   6     38      3,000      21,426      13,990      14,770     250,000              12,406      13,186     250,000
   7     38      3,000      25,647      17,084      17,669     250,000              15,144      15,729     250,000
   8     39      3,000      30,080      20,301      20,691     250,000              17,965      18,355     250,000
   9     39      3,000      34,734      23,648      23,843     250,000              20,866      21,061     250,000
  10     40      3,000      39,620      27,134      27,134     250,000              23,853      23,853     250,000
  11     40      3,000      44,751      30,978      30,978     250,000              27,134      27,134     250,000
  12     41      3,000      50,139      35,007      35,007     250,000              30,521      30,521     250,000
  13     41      3,000      55,796      39,226      39,226     250,000              34,019      34,019     250,000
  14     42      3,000      61,736      43,649      43,649     250,000              37,630      37,630     250,000
  15     42      3,000      67,972      48,289      48,289     250,000              41,355      41,355     250,000
  16     43      3,000      74,521      53,115      53,115     250,000              45,197      45,197     250,000
  17     43      3,000      81,397      58,141      58,141     250,000              49,151      49,151     250,000
  18     44      3,000      88,617      63,374      63,374     250,000              53,214      53,214     250,000
  19     44      3,000      96,198      68,824      68,824     250,000              57,382      57,382     250,000
  20     45      3,000     104,158      74,499      74,499     250,000              61,649      61,649     250,000
  21     45      3,000     112,516      80,488      80,488     250,000              66,077      66,077     250,000
  22     46      3,000     121,291      86,731      86,731     250,000              70,607      70,607     250,000
  23     46      3,000     130,506      93,241      93,241     250,000              75,245      75,245     250,000
  24     47      3,000     140,181     100,030     100,030     250,000              79,991      79,991     250,000
  25     47      3,000     150,340     107,109     107,109     250,000              84,842      84,842     250,000
  26     48      3,000     161,007     114,493     114,493     250,000              89,793      89,793     250,000
  27     48      3,000     172,208     122,198     122,198     250,000              94,843      94,843     250,000
  28     49      3,000     183,968     130,244     130,244     250,000              99,983      99,983     250,000
  29     49      3,000     196,317     138,653     138,653     251,046             105,203     105,203     250,000
  30     50      3,000     209,282     147,411     147,411     260,106             110,496     110,496     250,000

</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    48
<PAGE> 54

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     35      3,000       3,150       1,148       2,026     250,000                 896       1,774     250,000
   2     36      3,000       6,458       3,824       4,701     250,000               3,299       4,177     250,000
   3     36      3,000       9,930       6,736       7,614     250,000               5,935       6,813     250,000
   4     37      3,000      13,577       9,940      10,817     250,000               8,828       9,705     250,000
   5     37      3,000      17,406      13,470      14,347     250,000              12,000      12,877     250,000
   6     38      3,000      21,426      17,471      18,251     250,000              15,579      16,359     250,000
   7     38      3,000      25,647      21,972      22,557     250,000              19,592      20,177     250,000
   8     39      3,000      30,080      26,923      27,313     250,000              23,979      24,369     250,000
   9     39      3,000      34,734      32,372      32,567     250,000              28,777      28,972     250,000
  10     40      3,000      39,620      38,378      38,378     250,000              34,033      34,033     250,000
  11     40      3,000      44,751      45,240      45,240     250,000              40,026      40,026     250,000
  12     41      3,000      50,139      52,847      52,847     250,000              46,627      46,627     250,000
  13     41      3,000      55,796      61,279      61,279     250,000              53,905      53,905     250,000
  14     42      3,000      61,736      70,629      70,629     250,000              61,935      61,935     250,000
  15     42      3,000      67,972      81,003      81,003     250,000              70,800      70,800     250,000
  16     43      3,000      74,521      92,476      92,476     250,000              80,598      80,598     250,000
  17     43      3,000      81,397     105,162     105,162     269,361              91,428      91,428     250,000
  18     44      3,000      88,617     119,150     119,150     295,836             103,402     103,402     256,736
  19     44      3,000      96,198     134,568     134,568     323,999             116,545     116,545     280,605
  20     45      3,000     104,158     151,559     151,559     353,967             130,918     130,918     305,759
  21     45      3,000     112,516     170,433     170,433     386,270             146,757     146,757     332,611
  22     46      3,000     121,291     191,240     191,240     420,785             164,071     164,071     361,005
  23     46      3,000     130,506     214,170     214,170     457,702             182,989     182,989     391,066
  24     47      3,000     140,181     239,432     239,432     497,180             203,652     203,652     422,883
  25     47      3,000     150,340     267,249     267,249     539,442             226,199     226,199     456,583
  26     48      3,000     161,007     297,868     297,868     584,685             250,784     250,784     492,265
  27     48      3,000     172,208     331,559     331,559     633,211             277,570     277,570     530,103
  28     49      3,000     183,968     368,618     368,618     685,262             306,720     306,720     570,192
  29     49      3,000     196,317     409,373     409,373     741,211             338,401     338,401     612,709
  30     50      3,000     209,282     454,177     454,177     801,396             372,792     372,792     657,791

</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    49
<PAGE> 55

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     50      6,000       6,300       2,185       3,906     250,000               1,296       3,017     250,000
   2     51      6,000      12,915       6,532       8,254     250,000               4,787       6,508     250,000
   3     51      6,000      19,861      10,739      12,460     250,000               8,130       9,851     250,000
   4     52      6,000      27,154      14,817      16,538     250,000              11,315      13,036     250,000
   5     52      6,000      34,811      18,722      20,494     250,000              14,325      16,046     250,000
   6     53      6,000      42,852      22,815      24,345     250,000              17,340      18,870     250,000
   7     53      6,000      51,295      26,945      28,093     250,000              20,349      21,497     250,000
   8     54      6,000      60,159      30,981      31,746     250,000              23,154      23,919     250,000
   9     54      6,000      69,467      34,912      35,295     250,000              25,744      26,127     250,000
  10     55      6,000      79,241      38,736      38,736     250,000              28,098      28,098     250,000
  11     55      6,000      89,503      42,777      42,777     250,000              30,564      30,564     250,000
  12     56      6,000     100,278      46,685      46,685     250,000              32,752      32,752     250,000
  13     56      6,000     111,592      50,480      50,480     250,000              34,629      34,629     250,000
  14     57      6,000     123,471      54,180      54,180     250,000              36,155      36,155     250,000
  15     57      6,000     135,945      57,797      57,797     250,000              37,288      37,288     250,000
  16     58      6,000     149,042      60,991      60,991     250,000              37,988      37,988     250,000
  17     58      6,000     162,794      64,001      64,001     250,000              38,220      38,220     250,000
  18     59      6,000     177,234      66,814      66,814     250,000              37,941      37,941     250,000
  19     59      6,000     192,396      69,417      69,417     250,000              37,105      37,105     250,000
  20     60      6,000     208,316      71,794      71,794     250,000              35,647      35,647     250,000
  21     60      6,000     225,031      74,006      74,006     250,000              33,507      33,507     250,000
  22     61      6,000     242,583      75,964      75,964     250,000              30,392      30,392     250,000
  23     61      6,000     261,012      77,652      77,652     250,000              26,387      26,387     250,000
  24     62      6,000     280,363      79,051      79,051     250,000              21,157      21,157     250,000
  25     62      6,000     300,681      80,131      80,131     250,000              14,467      14,467     250,000
  26     63      6,000     322,015      80,862      80,862     250,000               6,084       6,084     250,000
  27     63      6,000     344,415      81,206      81,206     250,000                <F*>        <F*>        <F*>
  28     64      6,000     367,936      81,113      81,113     250,000                <F*>        <F*>        <F*>
  29     64      6,000     392,633      80,532      80,532     250,000                <F*>        <F*>        <F*>
  30     65      6,000     418,565      79,404      79,404     250,000                <F*>        <F*>        <F*>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

<FN>
<F*>  UNLESS ADDITIONAL PREMIIUM IS PAID, POLICY WILL LAPSE WITHOUT VALUE

</TABLE>


                                    50
<PAGE> 56

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

<CAPTION>
POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     50      6,000       6,300       2,455       4,176     250,000               1,537       3,258     250,000
   2     51      6,000      12,915       7,346       9,068     250,000               5,492       7,213     250,000
   3     51      6,000      19,861      12,383      14,104     250,000               9,529      11,250     250,000
   4     52      6,000      27,154      17,582      19,303     250,000              13,643      15,364     250,000
   5     52      6,000      34,811      22,958      24,679     250,000              17,822      19,543     250,000
   6     53      6,000      42,852      28,729      30,259     250,000              22,249      23,779     250,000
   7     53      6,000      51,295      34,906      36,053     250,000              26,917      28,064     250,000
   8     54      6,000      60,159      41,317      42,082     250,000              31,632      32,397     250,000
   9     54      6,000      69,467      47,966      48,348     250,000              36,390      36,772     250,000
  10     55      6,000      79,241      54,861      54,861     250,000              41,175      41,175     250,000
  11     55      6,000      89,503      62,391      62,391     250,000              46,387      46,387     250,000
  12     56      6,000     100,278      70,225      70,225     250,000              51,651      51,651     250,000
  13     56      6,000     111,592      78,400      78,400     250,000              56,951      56,951     250,000
  14     57      6,000     123,471      86,953      86,953     250,000              62,263      62,263     250,000
  15     57      6,000     135,945      95,922      95,922     250,000              67,567      67,567     250,000
  16     58      6,000     149,042     105,054     105,054     250,000              72,846      72,846     250,000
  17     58      6,000     162,794     114,575     114,575     250,000              78,093      78,093     250,000
  18     59      6,000     177,234     124,510     124,510     250,000              83,298      83,298     250,000
  19     59      6,000     192,396     134,892     134,892     250,000              88,454      88,454     250,000
  20     60      6,000     208,316     145,760     145,760     250,000              93,547      93,547     250,000
  21     60      6,000     225,031     157,311     157,311     250,000              98,643      98,643     250,000
  22     61      6,000     242,583     169,471     169,471     250,000             103,527     103,527     250,000
  23     61      6,000     261,012     182,311     182,311     250,000             108,316     108,316     250,000
  24     62      6,000     280,363     195,910     195,910     250,000             112,863     112,863     250,000
  25     62      6,000     300,681     210,364     210,364     250,000             117,108     117,108     250,000
  26     63      6,000     322,015     225,787     225,787     250,000             121,015     121,015     250,000
  27     63      6,000     344,415     242,292     242,292     254,406             124,545     124,545     250,000
  28     64      6,000     367,936     259,596     259,596     272,576             127,659     127,659     250,000
  29     64      6,000     392,633     277,677     277,677     291,560             130,317     130,317     250,000
  30     65      6,000     418,565     296,560     296,560     311,388             132,447     132,447     250,000
</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.



                                    51
<PAGE> 57

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>       <C>                   <C>         <C>         <C>
   1     50      6,000       6,300       2,725       4,447     250,000               1,779       3,501     250,000
   2     51      6,000      12,915       8,194       9,916     250,000               6,228       7,949     250,000
   3     51      6,000      19,861      14,162      15,884     250,000              11,049      12,770     250,000
   4     52      6,000      27,154      20,696      22,417     250,000              16,277      17,998     250,000
   5     52      6,000      34,811      27,864      29,586     250,000              21,942      23,663     250,000
   6     53      6,000      42,852      35,948      37,478     250,000              28,277      29,807     250,000
   7     53      6,000      51,295      45,028      46,176     250,000              35,329      36,476     250,000
   8     54      6,000      60,159      55,014      55,779     250,000              42,968      43,733     250,000
   9     54      6,000      69,467      66,000      66,382     250,000              51,261      51,644     250,000
  10     55      6,000      79,241      78,097      78,097     250,000              60,278      60,278     250,000
  11     55      6,000      89,503      91,867      91,867     250,000              70,559      70,559     250,000
  12     56      6,000     100,278     107,115     107,115     250,000              81,856      81,856     250,000
  13     56      6,000     111,592     124,038     124,038     250,000              94,296      94,296     250,000
  14     57      6,000     123,471     142,850     142,850     250,000             108,027     108,027     250,000
  15     57      6,000     135,945     163,789     163,789     250,000             123,232     123,232     250,000
  16     58      6,000     149,042     186,971     186,971     250,000             140,138     140,138     250,000
  17     58      6,000     162,794     212,828     212,828     253,265             159,028     159,028     250,000
  18     59      6,000     177,234     241,492     241,492     284,960             180,242     180,242     250,000
  19     59      6,000     192,396     273,157     273,157     319,593             204,201     204,201     250,000
  20     60      6,000     208,316     308,135     308,135     357,436             231,207     231,207     268,201
  21     60      6,000     225,031     347,084     347,084     399,147             261,196     261,196     300,375
  22     61      6,000     242,583     390,209     390,209     440,937             294,312     294,312     332,572
  23     61      6,000     261,012     437,984     437,984     486,163             330,966     330,966     367,373
  24     62      6,000     280,363     490,944     490,944     535,129             371,569     371,569     405,010
  25     62      6,000     300,681     549,697     549,697     588,176             416,629     416,629     445,793
  26     63      6,000     322,015     614,936     614,936     645,683             466,759     466,759     490,097
  27     63      6,000     344,415     687,100     687,100     721,454             522,011     522,011     548,112
  28     64      6,000     367,936     766,900     766,900     805,245             582,879     582,879     612,023
  29     64      6,000     392,633     855,123     855,123     897,879             649,899     649,899     682,394
  30     65      6,000     418,565     952,629     952,629   1,000,260             723,651     723,651     759,834
</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    52
<PAGE> 58

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     50      6,000       6,300       2,179       3,901     253,901               1,276       2,997     252,997
   2     51      6,000      12,915       6,512       8,233     258,233               4,728       6,449     256,449
   3     51      6,000      19,861      10,691      12,412     262,412               8,008       9,729     259,729
   4     52      6,000      27,154      14,727      16,448     266,448              11,103      12,825     262,825
   5     52      6,000      34,811      18,624      20,346     270,346              13,995      15,716     265,716
   6     53      6,000      42,852      22,592      24,122     274,122              16,858      18,388     268,388
   7     53      6,000      51,295      26,627      27,774     277,774              19,677      20,825     270,825
   8     54      6,000      60,159      30,548      31,313     281,313              22,251      23,016     273,016
   9     54      6,000      69,467      34,342      34,724     284,724              24,566      24,948     274,948
  10     55      6,000      79,241      38,001      38,001     288,001              26,595      26,595     276,595
  11     55      6,000      89,503      41,836      41,836     291,836              28,676      28,676     278,676
  12     56      6,000     100,278      45,497      45,497     295,497              30,409      30,409     280,409
  13     56      6,000     111,592      49,004      49,004     299,004              31,754      31,754     281,754
  14     57      6,000     123,471      52,377      52,377     302,377              32,665      32,665     282,665
  15     57      6,000     135,945      55,631      55,631     305,631              33,092      33,092     283,092
  16     58      6,000     149,042      58,309      58,309     308,309              32,992      32,992     282,992
  17     58      6,000     162,794      60,722      60,722     310,722              32,332      32,332     282,332
  18     59      6,000     177,234      62,846      62,846     312,846              31,071      31,071     281,071
  19     59      6,000     192,396      64,658      64,658     314,658              29,172      29,172     279,172
  20     60      6,000     208,316      66,132      66,132     316,132              26,584      26,584     276,584
  21     60      6,000     225,031      67,310      67,310     317,310              23,251      23,251     273,251
  22     61      6,000     242,583      68,096      68,096     318,096              18,895      18,895     268,895
  23     61      6,000     261,012      68,467      68,467     318,467              13,684      13,684     263,684
  24     62      6,000     280,363      68,391      68,391     318,391               7,323       7,323     257,323
  25     62      6,000     300,681      67,827      67,827     317,827                <F*>        <F*>        <F*>
  26     63      6,000     322,015      66,735      66,735     316,735                <F*>        <F*>        <F*>
  27     63      6,000     344,415      65,062      65,062     315,062                <F*>        <F*>        <F*>
  28     64      6,000     367,936      62,750      62,750     312,750                <F*>        <F*>        <F*>
  29     64      6,000     392,633      59,740      59,740     309,740                <F*>        <F*>        <F*>
  30     65      6,000     418,565      55,974      55,974     305,974                <F*>        <F*>        <F*>

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

<FN>

<F*>  UNLESS ADDITIONAL PREMIIUM IS PAID, POLICY WILL LAPSE WITHOUT VALUE

</TABLE>


                                    53
<PAGE> 59

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                  <C>         <C>        <C>
   1     50      6,000       6,300       2,449       4,170     254,170               1,516       3,237     253,237
   2     51      6,000      12,915       7,324       9,045     259,045               5,426       7,147     257,147
   3     51      6,000      19,861      12,328      14,049     264,049               9,388      11,109     261,109
   4     52      6,000      27,154      17,475      19,196     269,196              13,390      15,111     265,111
   5     52      6,000      34,811      22,775      24,496     274,496              17,411      19,132     269,132
   6     53      6,000      42,852      28,442      29,972     279,972              21,624      23,154     273,154
   7     53      6,000      51,295      34,480      35,628     285,628              26,009      27,157     277,157
   8     54      6,000      60,159      40,715      41,480     291,480              30,362      31,127     281,127
   9     54      6,000      69,467      47,140      47,523     297,523              34,663      35,045     285,045
  10     55      6,000      79,241      53,756      53,756     303,756              38,879      38,879     288,879
  11     55      6,000      89,503      60,921      60,921     310,921              43,378      43,378     293,378
  12     56      6,000     100,278      68,297      68,297     318,297              47,759      47,759     297,759
  13     56      6,000     111,592      75,912      75,912     325,912              51,972      51,972     301,972
  14     57      6,000     123,471      83,796      83,796     333,796              55,954      55,954     305,954
  15     57      6,000     135,945      91,978      91,978     341,978              59,639      59,639     309,639
  16     58      6,000     149,042      99,996      99,996     349,996              62,961      62,961     312,961
  17     58      6,000     162,794     108,157     108,157     358,157              65,862      65,862     315,862
  18     59      6,000     177,234     116,441     116,441     366,441              68,273      68,273     318,273
  19     59      6,000     192,396     124,825     124,825     374,825              70,126      70,126     320,126
  20     60      6,000     208,316     133,283     133,283     383,283              71,332      71,332     321,332
  21     60      6,000     225,031     141,923     141,923     391,923              71,838      71,838     321,838
  22     61      6,000     242,583     150,595     150,595     400,595              71,275      71,275     321,275
  23     61      6,000     261,012     159,269     159,269     409,269              69,752      69,752     319,752
  24     62      6,000     280,363     167,910     167,910     417,910              66,908      66,908     316,908
  25     62      6,000     300,681     176,469     176,469     426,469              62,525      62,525     312,525
  26     63      6,000     322,015     184,894     184,894     434,894              56,425      56,425     306,425
  27     63      6,000     344,415     193,119     193,119     443,119              48,427      48,427     298,427
  28     64      6,000     367,936     201,066     201,066     451,066              38,356      38,356     288,356
  29     64      6,000     392,633     208,656     208,656     458,656              26,046      26,046     276,046
  30     65      6,000     418,565     215,801     215,801     465,801              11,281      11,281     261,281
</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    54
<PAGE> 60

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>       <C>                   <C>         <C>         <C>
   1     50      6,000       6,300       2,719       4,440     254,440               1,757       3,478     253,478
   2     51      6,000      12,915       8,169       9,891     259,891               6,155       7,876     257,876
   3     51      6,000      19,861      14,100      15,821     265,821              10,888      12,609     262,609
   4     52      6,000      27,154      20,569      22,291     272,291              15,976      17,697     267,697
   5     52      6,000      34,811      27,639      29,361     279,361              21,433      23,154     273,154
   6     53      6,000      42,852      35,581      37,111     287,111              27,472      29,002     279,002
   7     53      6,000      51,295      44,463      45,610     295,610              34,113      35,260     285,260
   8     54      6,000      60,159      54,181      54,946     304,946              41,195      41,960     291,960
   9     54      6,000      69,467      64,812      65,194     315,194              48,748      49,130     299,130
  10     55      6,000      79,241      76,400      76,440     326,440              56,789      56,789     306,789
  11     55      6,000      89,503      89,573      89,573     339,573              65,789      65,789     315,789
  12     56      6,000     100,278     103,985     103,985     353,985              75,416      75,416     325,416
  13     56      6,000     111,592     119,834     119,834     369,834              85,691      85,691     335,691
  14     57      6,000     123,471     137,293     137,293     387,293              96,628      96,628     346,628
  15     57      6,000     135,945     156,550     156,550     406,550             108,241     108,241     358,241
  16     58      6,000     149,042     177,312     177,312     427,312             120,551     120,551     370,551
  17     58      6,000     162,794     200,065     200,065     450,065             133,590     133,590     383,590
  18     59      6,000     177,234     224,993     224,993     474,993             147,387     147,387     397,387
  19     59      6,000     192,396     252,303     252,303     502,303             161,978     161,978     411,978
  20     60      6,000     208,316     282,220     282,220     532,220             177,384     177,384     427,384
  21     60      6,000     225,031     315,278     315,278     565,278             193,776     193,776     443,776
  22     61      6,000     242,583     351,529     351,529     601,529             210,826     210,826     460,826
  23     61      6,000     261,012     391,292     391,292     641,292             228,772     228,772     478,772
  24     62      6,000     280,363     434,910     434,910     684,910             247,389     247,389     497,389
  25     62      6,000     300,681     482,756     482,756     732,756             266,594     266,594     516,594
  26     63      6,000     322,015     535,239     535,239     785,239             286,345     286,345     536,345
  27     63      6,000     344,415     592,806     592,806     842,806             306,603     306,603     556,603
  28     64      6,000     367,936     655,940     655,940     905,940             327,340     327,340     577,340
  29     64      6,000     392,633     725,180     725,180     975,180             348,544     348,544     598,544
  30     65      6,000     418,565     801,120     801,120   1,051,120             370,157     370,157     620,157
</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    55
<PAGE> 61

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     50      6,000       6,300       2,185       3,906     250,000               1,296       3,017     250,000
   2     51      6,000      12,915       6,532       8,254     250,000               4,787       6,508     250,000
   3     51      6,000      19,861      10,739      12,460     250,000               8,130       9,851     250,000
   4     52      6,000      27,154      14,817      16,538     250,000              11,315      13,036     250,000
   5     52      6,000      34,811      18,772      20,494     250,000              14,325      16,046     250,000
   6     53      6,000      42,852      22,815      24,345     250,000              17,340      18,870     250,000
   7     53      6,000      51,295      26,945      28,093     250,000              20,349      21,497     250,000
   8     54      6,000      60,159      30,981      31,746     250,000              23,154      23,919     250,000
   9     54      6,000      69,467      34,912      35,295     250,000              25,744      26,127     250,000
  10     55      6,000      79,241      38,736      38,736     250,000              28,098      28,098     250,000
  11     55      6,000      89,503      42,777      42,777     250,000              30,564      30,564     250,000
  12     56      6,000     100,278      46,685      46,685     250,000              32,752      32,752     250,000
  13     56      6,000     111,592      50,480      50,480     250,000              34,629      34,629     250,000
  14     57      6,000     123,471      54,180      54,180     250,000              36,155      36,155     250,000
  15     57      6,000     135,945      57,797      57,797     250,000              37,288      37,288     250,000
  16     58      6,000     149,042      60,991      60,991     250,000              37,988      37,988     250,000
  17     58      6,000     162,794      64,001      64,001     250,000              38,220      38,220     250,000
  18     59      6,000     177,234      66,814      66,814     250,000              37,941      37,941     250,000
  19     59      6,000     192,396      69,417      69,417     250,000              37,105      37,105     250,000
  20     60      6,000     208,316      71,794      71,794     250,000              35,647      35,647     250,000
  21     60      6,000     225,031      74,006      74,006     250,000              33,507      33,507     250,000
  22     61      6,000     242,583      75,964      75,964     250,000              30,392      30,392     250,000
  23     61      6,000     261,012      77,652      77,652     250,000              26,387      26,387     250,000
  24     62      6,000     280,363      79,051      79,051     250,000              21,157      21,157     250,000
  25     62      6,000     300,681      80,131      80,131     250,000              14,467      14,467     250,000
  26     63      6,000     322,015      80,862      80,862     250,000               6,084       6,084     250,000
  27     63      6,000     344,415      81,206      81,206     250,000                <F*>        <F*>        <F*>
  28     64      6,000     367,936      81,113      81,113     250,000                <F*>        <F*>        <F*>
  29     64      6,000     392,633      80,532      80,532     250,000                <F*>        <F*>        <F*>
  30     65      6,000     418,565      79,404      79,404     250,000                <F*>        <F*>        <F*>

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

<FN>

<F*>  UNLESS ADDITIONAL PREMIIUM IS PAID, POLICY WILL LAPSE WITHOUT VALUE

</TABLE>


                                    56
<PAGE> 62

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     50      6,000       6,300       2,455       4,176     250,000               1,537       3,258     250,000
   2     51      6,000      12,915       7,346       9,068     250,000               5,492       7,213     250,000
   3     51      6,000      19,861      12,383      14,104     250,000               9,529      11,250     250,000
   4     52      6,000      27,154      17,582      19,303     250,000              13,643      15,364     250,000
   5     52      6,000      34,811      22,958      24,679     250,000              17,822      19,543     250,000
   6     53      6,000      42,852      28,729      30,259     250,000              22,249      23,779     250,000
   7     53      6,000      51,295      34,906      36,053     250,000              26,917      28,064     250,000
   8     54      6,000      60,159      41,317      42,082     250,000              31,632      32,397     250,000
   9     54      6,000      69,467      47,966      48,348     250,000              36,390      36,772     250,000
  10     55      6,000      79,241      54,861      54,861     250,000              41,175      41,175     250,000
  11     55      6,000      89,503      62,391      62,391     250,000              46,387      46,387     250,000
  12     56      6,000     100,278      70,225      70,225     250,000              51,651      51,651     250,000
  13     56      6,000     111,592      78,400      78,400     250,000              56,951      56,951     250,000
  14     57      6,000     123,471      86,953      86,953     250,000              62,263      62,263     250,000
  15     57      6,000     135,945      95,922      95,922     250,000              67,567      67,567     250,000
  16     58      6,000     149,042     105,054     105,054     250,000              72,846      72,846     250,000
  17     58      6,000     162,794     114,575     114,575     250,000              78,093      78,093     250,000
  18     59      6,000     177,234     124,510     124,510     250,000              83,298      83,298     250,000
  19     59      6,000     192,396     134,892     134,892     250,000              88,454      88,454     250,000
  20     60      6,000     208,316     145,760     145,760     250,000              93,547      93,547     250,000
  21     60      6,000     225,031     157,311     157,311     250,000              98,643      98,643     250,000
  22     61      6,000     242,583     169,455     169,455     254,013             103,527     103,527     250,000
  23     61      6,000     261,012     182,062     182,062     267,359             108,316     108,316     250,000
  24     62      6,000     280,363     195,121     195,121     280,858             112,863     112,863     250,000
  25     62      6,000     300,681     208,640     208,640     294,621             117,108     117,108     250,000
  26     63      6,000     322,015     222,629     222,629     308,697             121,015     121,015     250,000
  27     63      6,000     344,415     237,093     237,093     323,086             124,545     124,545     250,000
  28     64      6,000     367,936     252,037     252,037     337,806             127,659     127,659     250,000
  29     64      6,000     392,633     267,469     267,469     352,871             130,317     130,317     250,000
  30     65      6,000     418,565     283,396     283,396     368,245             132,447     132,447     250,000
</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    57
<PAGE> 63

   
<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     50      6,000       6,300       2,725       4,447     250,000               1,779       3,501     250,000
   2     51      6,000      12,915       8,194       9,916     250,000               6,228       7,949     250,000
   3     51      6,000      19,861      14,162      15,884     250,000              11,049      12,770     250,000
   4     52      6,000      27,154      20,696      22,417     250,000              16,277      17,998     250,000
   5     52      6,000      34,811      27,864      29,586     250,000              21,942      23,663     250,000
   6     53      6,000      42,852      35,948      37,478     250,000              28,277      29,807     250,000
   7     53      6,000      51,295      45,028      46,176     250,000              35,329      36,476     250,000
   8     54      6,000      60,159      55,014      55,779     250,000              42,968      43,733     250,000
   9     54      6,000      69,467      66,000      66,382     250,000              51,261      51,644     250,000
  10     55      6,000      79,241      78,097      78,097     250,000              60,278      60,278     250,000
  11     55      6,000      89,503      91,867      91,867     250,000              70,559      70,559     250,000
  12     56      6,000     100,278     107,115     107,115     250,000              81,856      81,856     250,000
  13     56      6,000     111,592     124,038     124,038     250,000              94,296      94,296     250,000
  14     57      6,000     123,471     142,841     142,841     258,628             108,027     108,027     250,000
  15     57      6,000     135,945     163,606     163,606     288,683             123,232     123,232     250,000
  16     58      6,000     149,042     186,254     186,254     320,469             140,138     140,138     250,000
  17     58      6,000     162,794     211,126     211,126     354,480             158,878     158,878     266,757
  18     59      6,000     177,234     238,427     238,427     390,877             179,210     179,210     293,797
  19     59      6,000     192,396     268,383     268,383     429,869             201,238     201,238     322,323
  20     60      6,000     208,316     301,239     301,239     471,679             225,087     225,087     352,441
  21     60      6,000     225,031     337,568     337,568     516,985             251,102     251,102     384,562
  22     61      6,000     242,583     377,425     377,425     565,760             279,136     279,136     418,424
  23     61      6,000     261,012     421,143     421,143     618,448             309,456     309,456     454,436
  24     62      6,000     280,363     469,085     469,085     675,200             342,098     342,098     492,416
  25     62      6,000     300,681     521,637     521,637     736,603             377,177     377,177     532,611
  26     63      6,000     322,015     579,219     579,219     803,145             414,844     414,844     575,223
  27     63      6,000     344,415     642,285     642,285     875,242             455,272     455,272     620,399
  28     64      6,000     367,936     711,318     711,318     953,380             498,657     498,657     668,350
  29     64      6,000     392,633     786,850     786,850   1,038,091             545,229     545,229     719,321
  30     65      6,000     418,565     869,465     869,465   1,129,783             595,221     595,221     773,430
</TABLE>
    


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    58
<PAGE> 64
                     INDEPENDENT AUDITORS' REPORT


The Board of Directors
General American Life Insurance Company
and Policyholders of General American
Separate Account Eleven:

We have audited the statements of assets and liabilities, including the
schedule of investments, of the S & P 500 Index, Money Market, Bond Index,
Managed Equity, Asset Allocation, International Index, Mid-Cap Equity,
Small-Cap Equity, Equity-Income, Growth, Overseas, Asset Manager, High
Income, Worldwide Hard Assets, Multi-style Equity, Core Bond, Aggressive
Equity, and Non-US Fund Divisions of General American Separate Account
Eleven as of December 31, 1997, and the related statements of operations and
changes in net assets for each of  the years in the three-year period then
ended. These financial statements are the responsibility of the management
of General American Separate Account Eleven. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Investments owned as of December 31, 1997 were verified by audit of the
statements of assets and liabilities of the underlying portfolios of General
American Capital Company and confirmation by correspondence with respect to
the Variable Insurance Products Fund and the Variable Insurance Products
Fund II sponsored by Fidelity Investments, the Van Eck World Wide Insurance
Trust sponsored by Van Eck Associates Corporation, and the Russell Insurance
Funds sponsored by Frank Russell Investment Company. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the S & P 500 Index,
Money Market, Bond Index, Managed Equity, Asset Allocation, International
Index, Mid-Cap Equity, Small-Cap Equity, Equity-Income, Growth, Overseas,
Asset Manager, High Income, Worldwide Hard Assets, Multi-Style Equity, Core
Bond, Aggressive Equity, and Non-US Fund Divisions of General American
Separate Account Eleven as of December 31, 1997, the results of their
operations and changes in their net assets for each of the years in the
three-year period then ended, in conformity with generally accepted
accounting principles.

                                                          KPMG Peat Marwick LLP


St. Louis, Missouri
February 9, 1998


<PAGE> 65

<TABLE>
                                        GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                          STATEMENTS OF ASSETS AND LIABILITIES
                                                    DECEMBER 31, 1997
<CAPTION>
                                                  S & P 500        MONEY          BOND          MANAGED        ASSET
                                                    INDEX          MARKET         INDEX         EQUITY       ALLOCATION
                                                FUND DIVISION  FUND DIVISION  FUND DIVISION  FUND DIVISION  FUND DIVISION
                                                -------------  -------------  -------------  -------------  -------------
<S>                                              <C>             <C>            <C>            <C>           <C>
Assets:

    Investments in General American
      Capital Company at market value
      (see Schedule of Investments):             $20,581,893     $8,600,564     $3,450,248     $4,241,762    $10,482,605
    Receivable from General American Life
      Insurance Company                                    0        715,691              0              0              0
                                                 -----------     ----------     ----------     ----------    -----------
        Total assets                              20,581,893      9,316,255      3,450,248      4,241,762     10,482,605
                                                 -----------     ----------     ----------     ----------    -----------

Liabilities:
    Payable to General American Life
      Insurance Company                                3,570              0          1,704          6,447          6,300
                                                 -----------     ----------     ----------     ----------    -----------

        Total net assets                         $20,578,323     $9,316,255     $3,448,544     $4,235,315    $10,476,305
                                                 ===========     ==========     ==========     ==========    ===========

Total net assets represented by:
    Individual Variable Universal Life cash
     value invested in Separate Account          $ 8,460,347     $  782,727     $2,066,526     $2,634,705    $ 8,267,995
    Individual Variable General Select Plus
     cash value invested in Separate Account       5,747,133      6,532,380        655,815        740,703      1,259,015
    Individual Variable Universal Life-100
     cash value invested in Separate Account       6,370,843      1,911,272        726,203        859,907        949,295
Russell Variable Universal Life
  cash value invested in Separate Account                  0         89,876              0              0              0
                                                 -----------     ----------     ----------     ----------    -----------

        Total net assets                         $20,578,323     $9,316,255     $3,448,544     $4,235,315    $10,476,305
                                                 ===========     ==========     ==========     ==========    ===========

Total units held - VUL-95                            236,305         46,703         97,454         92,710        282,838
Total units held - VGSP                              248,494        535,853         50,400         37,481         72,507
Total units held - VUL-100                           292,865        166,128         55,636         44,402         55,074
Total units held - Russell VUL                             0          8,547              0              0              0

VUL-95 Net unit value                            $     35.80     $    16.76     $    21.21     $    28.42    $     29.23
VGSP Net unit value                              $     23.13     $    12.19     $    13.01     $    19.76    $     17.36
VUL-100 Net unit value                           $     21.75     $    11.50     $    13.05     $    19.37    $     17.24
Russell VUL Net unit value                                       $    10.52

Cost of investments                              $17,072,779     $8,673,549     $3,434,435     $3,756,762    $ 8,720,069

See accompanying notes to the financial statements.

                                                                                                             (continued)
</TABLE>



<PAGE> 66

<TABLE>
                                        GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                          STATEMENTS OF ASSETS AND LIABILITIES
                                                   DECEMBER 31, 1997
<CAPTION>
                                               INTERNATIONAL        MID-CAP           SMALL-CAP        EQUITY-
                                                  INDEX             EQUITY              EQUITY         INCOME        GROWTH
                                             FUND DIVISION<F*>  FUND DIVISION<F**>  FUND DIVISION  FUND DIVISION  FUND DIVISION
                                             -----------------  ------------------  -------------  -------------  -------------
<S>                                             <C>                <C>                <C>           <C>            <C>
Assets:
  Investments in General American
    Capital Company at market value
    (see Schedule of Investments):              $7,866,879         $6,232,329         $1,143,813    $         0    $         0
  Investments in Variable Insurance
    Products Fund at market value
    (see Schedule of Investments):                       0                  0                  0     17,001,106     22,237,647
  Receivable from General American
    Life Insurance Company                               0              2,387                 41              0              0
                                                ----------         ----------         ----------    -----------    -----------
      Total assets                               7,866,879          6,234,716          1,143,854     17,001,106     22,237,647
                                                ----------         ----------         ----------    -----------    -----------

Liabilities:
  Payable to General American Life
    Insurance Company                                2,586                  0                  0          5,289          9,056
                                                ----------         ----------         ----------    -----------    -----------
      Total net assets                          $7,864,293         $6,234,716         $1,143,854    $16,995,817    $22,228,591
                                                ==========         ==========         ==========    ===========    ===========

Total net assets represented by:
  Individual Variable Universal Life cash
    value invested in Separate Account          $2,758,129         $3,609,898         $  458,303    $ 6,510,189    $ 8,787,216
  Individual Variable General Select Plus
    cash value invested in Separate Account        953,767          1,616,472            391,596      5,047,948      6,674,197
  Individual Variable Universal Life-100
    cash value invested in Separate Account        966,544          1,008,346            293,955      5,437,680      6,767,178
  General American Life Insurance
    Company seed money                           3,185,853                  0                  0              0              0
                                                ----------         ----------         ----------    -----------    -----------
      Total net assets                          $7,864,293         $6,234,716         $1,143,854    $16,995,817    $22,228,591
                                                ==========         ==========         ==========    ===========    ===========

Total units held - VUL-95                          175,226            174,121             35,177        292,344        407,913
Total units held - VGSP                             70,058             77,919             30,027        226,141        328,018
Total units held - VUL-100                          83,423             53,229             22,570        282,274        362,381
Total units held - Seed Money                      200,000                  0                  0              0              0

VUL-95 Net unit value                           $    15.74         $    20.73         $    13.03    $     22.27    $     21.54
VGSP Net unit value                             $    13.61         $    20.75         $    13.04    $     22.32    $     20.35
VUL-100 Net unit value                          $    11.59         $    18.94         $    13.02    $     19.26    $     18.67

Cost of investments                             $7,797,863         $5,262,750         $1,277,188    $13,670,582    $17,509,262

<FN>
<F*> This fund was formerly known as the International Equity Fund.
<F**>This fund was formerly known as the Special Equity Fund.

See accompanying notes to the financial statements.                                                                (continued)

</TABLE>


<PAGE> 67

<TABLE>
                                        GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                          STATEMENTS OF ASSETS AND LIABILITIES
                                                   DECEMBER 31, 1997
<CAPTION>
                                                                              ASSET           HIGH              WORLDWIDE
                                                         OVERSEAS            MANAGER         INCOME            HARD ASSETS
                                                       FUND DIVISION      FUND DIVISION   FUND DIVISION     FUND DIVISION<F*>
                                                       -------------      -------------   -------------     -----------------
<S>                                                      <C>                <C>             <C>                <C>
Assets:
  Investments in Variable Insurance
    Products Fund at market value
    (see Schedule of Investments):                       $8,174,972         $      0        $2,175,014         $      0
  Investments in Variable Insurance
    Products Fund II at market value
    (see Schedule of Investments):                                0          577,825                 0                0
  Investments in Van Eck Worldwide
    Insurance Trust at market value
    (see Schedule of Investments):                                0                0                 0          269,764
  Receivable from General American
    Life Insurance Company                                        0                0                 0               41
                                                         ----------         --------        ----------         --------
         Total assets                                     8,174,972          577,825         2,175,014          269,805
                                                         ----------         --------        ----------         --------

Liabilities:
  Payable to General American Life
    Insurance Company                                         3,488              368             2,095                0
                                                         ----------         --------        ----------         --------
         Total net assets                                $8,171,484         $577,457        $2,172,919         $269,805
                                                         ==========         ========        ==========         ========

Total net assets represented by:
  Individual Variable Universal Life
    cash value invested in Separate Account              $4,197,173         $ 30,870        $  264,448         $117,116
  Individual Variable General Select Plus
    cash value invested in Separate Account               2,612,802          111,623           923,865           32,914
  Individual Variable Universal Life-100
    cash value invested in Separate Account               1,361,509          434,964           984,606          119,775
                                                         ----------         --------        ----------         --------
         Total net assets                                $8,171,484         $577,457        $2,172,919         $269,805
                                                         ==========         ========        ==========         ========


Total units held - VUL-95                                   242,563            2,132            18,572           10,326
Total units held - VGSP                                     168,708            7,680            64,632            2,892
Total units held - VUL-100                                  100,943           30,075            69,238           10,573

VUL-95 Net unit value                                    $    17.30         $  14.48        $    14.24         $  11.34
VGSP Net unit value                                      $    15.49         $  14.53        $    14.29         $  11.38
VUL-100 Net unit value                                   $    13.49         $  14.46        $    14.22         $  11.33

Cost of investments                                      $7,472,992         $523,566        $1,954,241         $280,524

<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.

See accompanying notes to the financial statements.                                                         (continued)
</TABLE>



<PAGE> 68

<TABLE>
                                    GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                      STATEMENTS OF ASSETS AND LIABILITIES
                                              DECEMBER 31, 1997
<CAPTION>
                                                         MULTI-STYLE                      AGGRESSIVE
                                                           EQUITY         CORE BOND         EQUITY           NON-US
                                                       FUND DIVISION    FUND DIVISION   FUND DIVISION     FUND DIVISION
                                                       -------------    -------------   -------------     -------------
<S>                                                      <C>              <C>             <C>                <C>
Assets:
  Investments in Russell Insurance Fund
    at market value
    (see Schedule of Investments):                       $2,538,339       $1,153,638      $1,344,291         $782,951
  Receivable from General American
    Life Insurance Company                                      941              769           1,134              892
                                                         ----------       ----------      ----------         --------
      Total assets                                        2,539,280        1,154,407       1,345,425          783,843
                                                         ----------       ----------      ----------         --------

Liabilities:
  Payable to General American Life
    Insurance Company                                             0                0               0                0
                                                         ----------       ----------      ----------         --------
      Total net assets                                   $2,539,280       $1,154,407      $1,345,425         $783,843
                                                         ==========       ==========      ==========         ========

Total net assets represented by:
  Individual Variable General Select Plus
    cash value invested in Separate Account              $  601,650       $  235,820      $  335,282         $293,990
  Russell Variable Universal Life
    cash value invested in Separate Account               1,937,630          918,587       1,010,143          489,853
                                                         ----------       ----------      ----------         --------
      Total net assets                                   $2,539,280       $1,154,407      $1,345,425         $783,843
                                                         ==========       ==========      ==========         ========


Total units held - VGSP                                      46,930           21,414          25,100           28,578
Total units held - Russell VUL                              151,491           84,125          75,156           49,083


VGSP Net unit value                                      $    12.82       $    11.01      $    13.36         $  10.29
Russell VUL Net unit value                               $    12.79       $    10.92      $    13.44         $   9.98


Cost of investments                                      $2,536,786       $1,126,156      $1,320,664         $840,268


See accompanying notes to the financial statements.
</TABLE>


<PAGE> 69

<TABLE>
                                     GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                            STATEMENTS OF OPERATIONS
                                   YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                           S & P 500 INDEX                       MONEY MARKET
                                                            FUND DIVISION                       FUND DIVISION
                                                 ----------------------------------   ---------------------------------
                                                    1997        1996        1995         1997        1996        1995
                                                 ----------  ----------  ----------   ---------   ---------   ---------
<S>                                              <C>         <C>         <C>          <C>         <C>         <C>
Investment income<F*>                            $       --  $       --  $       --   $      --   $      --   $      --

Expenses:
   Mortality and expense charges - VUL-95           (59,320)    (38,288)    (31,973)     (7,951)     (8,690)    (13,058)
   Mortality and expense charges - VGSP             (29,674)    (16,887)     (3,459)    (12,872)    (21,323)     (8,747)
   Mortality and expense charges - VUL-100          (36,234)     (9,712)       (233)    (13,566)    (10,113)     (1,350)
   Mortality and expense charges - Russell VUL            0           0           0      (1,626)          0           0
                                                 ----------  ----------  ----------   ---------   ---------   ---------
      Total expenses                               (125,228)    (64,887)    (35,665)    (36,015)    (40,126)    (23,155)
                                                 ----------  ----------  ----------   ---------   ---------   ---------

Net investment expense                             (125,228)    (64,887)    (35,665)    (36,015)    (40,126)    (23,155)
                                                 ----------  ----------  ----------   ---------   ---------   ---------

Net realized gain on investments:
   Realized gain from distributions                 913,559     435,253     128,459     121,801     363,544     231,929
   Realized gain (loss) on sales                  1,570,537     244,401     339,252     (48,325)     14,173      65,400
                                                 ----------  ----------  ----------   ---------   ---------   ---------

      Net realized gain on investments            2,484,096     679,654     467,711      73,476     377,717     297,329
                                                 ----------  ----------  ----------   ---------   ---------   ---------

Net unrealized gain (loss) on investments:
   Unrealized gain (loss) on investments,
     beginning of period                          1,982,215     851,246     (10,068)   (256,852)   (158,740)    (31,189)
   Unrealized gain (loss) on investments,
     end of period                                3,509,114   1,982,215     851,246     (72,985)   (256,852)   (158,740)
                                                 ----------  ----------  ----------   ---------   ---------   ---------

       Net unrealized gain (loss) on investments  1,526,899   1,130,969     861,314     183,867     (98,112)   (127,551)
                                                 ----------  ----------  ----------   ---------   ---------   ---------

       Net gain on investments                    4,010,995   1,810,623   1,329,025     257,343     279,605     169,778
                                                 ----------  ----------  ----------   ---------   ---------   ---------

Net increase in net assets
   resulting from operations                     $3,885,767  $1,745,736  $1,293,360   $ 221,328   $ 239,479   $ 146,623
                                                 ==========  ==========  ==========   =========   =========   =========
<FN>
<F*>See Note 2C.

See accompanying notes to the financial statements.                                                         (continued)
</TABLE>



<PAGE> 70

<TABLE>
                                       GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF OPERATIONS
                                    YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                              BOND INDEX                        MANAGED EQUITY
                                                             FUND DIVISION                      FUND DIVISION
                                                  ---------------------------------    --------------------------------
                                                     1997        1996        1995        1997        1996        1995
                                                  ---------   ---------   ---------    --------    --------   ---------
<S>                                               <C>         <C>         <C>          <C>         <C>        <C>
Investment income<F*>                             $      --   $      --   $      --    $     --    $     --   $      --

Expenses:
   Mortality and expense charges - VUL-95           (14,601)    (11,376)    (18,478)    (20,327)    (16,463)    (16,717)
   Mortality and expense charges - VGSP              (3,943)    (10,234)       (153)     (4,370)     (1,751)       (208)
   Mortality and expense charges - VUL-100           (4,363)     (1,802)        (24)     (4,815)     (1,080)        (40)
                                                  ---------   ---------   ---------    --------    --------   ---------
     Total expenses                                 (22,907)    (23,412)    (18,655)    (29,512)    (19,294)    (16,965)
                                                  ---------   ---------   ---------    --------    --------   ---------

Net investment expense                              (22,907)    (23,412)    (18,655)    (29,512)    (19,294)    (16,965)
                                                  ---------   ---------   ---------    --------    --------   ---------

Net realized gain (loss) on investments:
   Realized gain from distributions                 165,804     496,106      70,070     251,405     292,621     193,544
   Realized gain (loss) on sales                   (176,276)    (15,797)    (31,850)     95,532      11,431      (1,087)
                                                  ---------   ---------   ---------    --------    --------   ---------

     Net realized gain (loss) on investments        (10,472)    480,309      38,220     346,937     304,052     192,457
                                                  ---------   ---------   ---------    --------    --------   ---------

Net unrealized gain (loss) on investments:
   Unrealized gain (loss) on investments,
     beginning of period                           (234,659)     19,005    (313,506)    116,769     (26,912)   (408,116)
   Unrealized gain (loss) on investments,
     end of period                                   15,812    (234,659)     19,005     485,000     116,769     (26,912)
                                                  ---------   ---------   ---------    --------    --------   ---------

       Net unrealized gain (loss) on investments    250,471    (253,664)    332,511     368,231     143,681     381,204
                                                  ---------   ---------   ---------    --------    --------   ---------

       Net gain on investments                      239,999     226,645     370,731     715,168     447,733     573,661
                                                  ---------   ---------   ---------    --------    --------   ---------

Net increase in net assets
   resulting from operations                      $ 217,092   $ 203,233   $ 352,076    $685,656    $428,439   $ 556,696
                                                  =========   =========   =========    ========    ========   =========
<FN>
<F*>See Note 2C.

See accompanying notes to the financial statements.                                                         (continued)
</TABLE>



<PAGE> 71

<TABLE>
                                          GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                 STATEMENTS OF OPERATIONS
                                        YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                          ASSET ALLOCATION                    INTERNATIONAL INDEX
                                                           FUND DIVISION                       FUND DIVISION<F*>
                                                 ----------------------------------   ---------------------------------
                                                    1997        1996        1995         1997        1996        1995
                                                 ----------  ----------  ----------   ---------    --------   ---------
<S>                                              <C>         <C>         <C>          <C>          <C>        <C>
Investment income<F**>                           $       --  $       --  $       --   $      --    $     --   $      --

Expenses:
   Mortality and expense charges - VUL-95           (67,466)    (52,462)    (46,892)    (23,446)    (19,773)    (13,991)
   Mortality and expense charges - VGSP              (7,499)     (5,214)     (5,214)     (5,564)     (3,014)     (2,260)
   Mortality and expense charges - VUL-100           (5,279)     (1,078)        (10)     (6,468)     (2,475)        (66)
   Mortality and expense charges - Seed Money             0           0           0     (27,476)    (25,684)    (23,784)
                                                 ----------  ----------  ----------   ---------    --------   ---------
     Total expenses                                 (80,244)    (58,754)    (52,116)    (62,954)    (50,946)    (40,101)
                                                 ----------  ----------  ----------   ---------    --------   ---------

Net investment expense                              (80,244)    (58,754)    (52,116)    (62,954)    (50,946)    (40,101)
                                                 ----------  ----------  ----------   ---------    --------   ---------

Net realized gain on investments:
   Realized gain from distributions                 311,438     554,498     474,238     220,590     164,186     514,927
   Realized gain on sales                           195,821      36,291     131,272     136,741      43,830      41,508
                                                 ----------  ----------  ----------   ---------    --------   ---------

     Net realized gain on investments:              507,259     590,789     605,510     357,331     208,016     556,435
                                                 ----------  ----------  ----------   ---------    --------   ---------

Net unrealized gain (loss) on investments:
   Unrealized gain (loss) on investments,
     beginning of period                            657,734     197,823    (765,423)    268,331      40,286     198,307
   Unrealized gain on investments,
     end of period                                1,762,536     657,734     197,823      69,016     268,331      40,286
                                                 ----------  ----------  ----------   ---------    --------   ---------

       Net unrealized gain (loss) on investments  1,104,802     459,911     963,246    (199,315)    228,045    (158,021)
                                                 ----------  ----------  ----------   ---------    --------   ---------

       Net gain on investments                    1,612,061   1,050,700   1,568,756     158,016     436,061     398,414
                                                 ----------  ----------  ----------   ---------    --------   ---------

Net increase in net assets
   resulting from operations                     $1,531,817  $  991,946  $1,516,640   $  95,062    $385,115   $ 358,313
                                                 ==========  ==========  ==========   =========    ========   =========
<FN>
<F*> This fund was formerly known as the International Equity Fund.
<F**>See Note 2C.

See accompanying notes to the financial statements.                                                         (continued)
</TABLE>



<PAGE> 72


<TABLE>
                                   GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                           STATEMENTS OF OPERATIONS
                                 YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                                  MID-CAP EQUITY                 SMALL-CAP EQUITY
                                                                 FUND DIVISION<F*>                FUND DIVISION
                                                       ----------------------------------        ----------------
                                                          1997        1996         1995              1997<F***>
                                                       ----------  ----------    --------            ---------
<S>                                                    <C>         <C>           <C>                 <C>
Investment income<F**>                                 $       --  $       --    $     --            $      --

Expenses:
   Mortality and expense charges - VUL-95                 (26,828)    (21,527)    (16,741)                (787)
   Mortality and expense charges - VGSP                    (7,567)     (4,349)     (3,645)                (869)
   Mortality and expense charges - VUL-100                 (6,142)     (2,084)        (72)                (627)
   Mortality and expense charges - Seed Money                   0      (5,213)    (11,191)                   0
                                                       ----------  ----------    --------            ---------
     Total expenses                                       (40,537)    (33,173)    (31,649)              (2,283)
                                                       ----------  ----------    --------            ---------

Net investment expense                                    (40,537)    (33,173)    (31,649)              (2,283)
                                                       ----------  ----------    --------            ---------

Net realized gain on investments:
   Realized gain from distributions                       262,603     805,221     210,225              149,353
   Realized gain on sales                                 188,905     417,832     121,217                1,064
                                                       ----------  ----------    --------            ---------

     Net realized gain on investments:                    451,508   1,223,053     331,442              150,417
                                                       ----------  ----------    --------            ---------

Net unrealized gain (loss) on investments:
   Unrealized gain on investments,
     beginning of period                                   24,121     464,281      75,550                    0
   Unrealized gain (loss) on investments,
     end of period                                        969,578      24,121     464,281             (133,375)
                                                       ----------  ----------    --------            ---------

     Net unrealized gain (loss) on investments            945,457    (440,160)    388,731             (133,375)
                                                       ----------  ----------    --------            ---------

        Net gain on investments                         1,396,965     782,893     720,173               17,042
                                                       ----------  ----------    --------            ---------
Net increase in net assets
   resulting from operations                           $1,356,428  $  749,720    $688,524            $  14,759
                                                       ==========  ==========    ========            =========
<FN>
<F*>  This fund was formerly known as the Special Equity Fund.
<F**> See Note 2C.
<F***>The Small-Cap Equity Fund began operations on May 1, 1997.

See accompanying notes to the financial statements.                                                (continued)
</TABLE>


<PAGE> 73

<TABLE>
                                      GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                             STATEMENTS OF OPERATIONS
                                    YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                           EQUITY-INCOME                          GROWTH
                                                           FUND DIVISION                       FUND DIVISION
                                                 ----------------------------------  ----------------------------------
                                                    1997        1996        1995        1997        1996        1995
                                                 ----------  ----------  ----------  ----------  ----------  ----------
<S>                                              <C>         <C>         <C>         <C>         <C>         <C>
Investment income:
   Dividend income                               $  186,680  $    9,260  $   94,314  $   94,061  $   21,639  $   21,771

Expenses:
   Mortality and expense charges - VUL-95           (49,108)    (38,120)    (24,157)    (65,287)    (51,026)    (34,577)
   Mortality and expense charges - VGSP             (27,082)    (13,918)     (6,731)    (37,459)    (19,582)    (11,893)
   Mortality and expense charges - VUL-100          (34,605)    (10,210)       (378)    (42,613)    (14,179)       (439)
                                                 ----------  ----------  ----------  ----------  ----------  ----------
     Total expenses                                (110,795)    (62,248)    (31,266)   (145,359)    (84,787)    (46,909)
                                                 ----------  ----------  ----------  ----------  ----------  ----------

Net investment income (loss)                         75,885     (52,988)     63,048     (51,298)    (63,148)    (25,138)
                                                 ----------  ----------  ----------  ----------  ----------  ----------

Net realized gain on investments:
   Realized gain from distributions                 938,582     265,454     125,686     421,033     546,396           0
   Realized gain on sales                           310,747     130,118      67,467     381,175     254,460     176,048
                                                 ----------  ----------  ----------  ----------  ----------  ----------

     Net realized gain on investments:            1,249,329     395,572     193,153     802,208     800,856     176,048
                                                 ----------  ----------  ----------  ----------  ----------  ----------

Net unrealized gain on investments:
   Unrealized gain on investments,
     beginning of period                          1,528,943     868,207      17,485   2,039,425   1,501,642      51,539
   Unrealized gain on investments,
     end of period                                3,330,524   1,528,943     868,207   4,728,383   2,039,425   1,501,642
                                                 ----------  ----------  ----------  ----------  ----------  ----------

       Net unrealized gain on investments         1,801,581     660,736     850,722   2,688,958     537,783   1,450,103
                                                 ----------  ----------  ----------  ----------  ----------  ----------

         Net gain on investments                  3,050,910   1,056,308     918,189   3,491,166   1,338,639   1,626,151
                                                 ----------  ----------  ----------  ----------  ----------  ----------

Net increase in net assets
   resulting from operations                     $3,126,795  $1,003,320  $1,106,923  $3,439,868  $1,275,491  $1,601,013
                                                 ==========  ==========  ==========  ==========  ==========  ==========

See accompanying notes to the financial statements.                                                         (continued)
</TABLE>



<PAGE> 74
<TABLE>
                                    GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                           STATEMENTS OF OPERATIONS
                                 YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                              OVERSEAS                           ASSET MANAGER
                                                            FUND DIVISION                        FUND DIVISION
                                                   --------------------------------     --------------------------------
                                                     1997        1996        1995         1997        1996      1995<F*>
                                                   --------    --------    --------     -------     -------     --------
<S>                                                <C>         <C>         <C>          <C>         <C>          <C>
Investment income:
   Dividend income                                 $ 98,942    $ 41,332    $  8,707     $ 9,219     $ 2,632      $    0

Expenses:
   Mortality and expense charges - VUL-95           (32,823)    (24,616)    (17,340)       (219)       (126)         (3)
   Mortality and expense charges - VGSP             (15,095)     (8,371)     (5,232)       (597)       (193)        (20)
   Mortality and expense charges - VUL-100           (9,246)     (3,542)       (152)     (2,776)     (1,031)        (29)
                                                   --------    --------    --------     -------     -------      ------
     Total expenses                                 (57,164)    (36,529)    (22,724)     (3,592)     (1,350)        (52)
                                                   --------    --------    --------     -------     -------      ------

Net investment income (loss)                         41,778       4,803     (14,017)      5,627       1,282         (52)
                                                   --------    --------    --------     -------     -------      ------

Net realized gain on investments:
   Realized gain from distributions                 392,769      45,464       8,707      23,126       2,171           0
   Realized gain on sales                            73,551      42,658      19,162      10,620       1,016          13
                                                   --------    --------    --------     -------     -------      ------

     Net realized gain on investments:              466,320      88,122      27,869      33,746       3,187          13
                                                   --------    --------    --------     -------     -------      ------

Net unrealized gain on investments:
   Unrealized gain (loss) on investments,
     beginning of period                            639,437     210,998     (36,045)     19,793       1,779           0
   Unrealized gain on investments,
     end of period                                  710,980     639,437     210,998      54,259      19,793       1,779
                                                   --------    --------    --------     -------     -------      ------

       Net unrealized gain on investments            62,543     428,439     247,043      34,466      18,014       1,779
                                                   --------    --------    --------     -------     -------      ------

       Net gain on investments                      528,863     516,561     266,205      68,212      21,201       1,792
                                                   --------    --------    --------     -------     -------      ------

Net increase in net assets
   resulting from operations                       $570,641    $521,364    $260,895     $73,839     $22,483      $1,740
                                                   ========    ========    ========     =======     =======      ======

<FN>
<F*>The Asset Manager Fund began operations on July 19, 1995.

See accompanying notes to the financial statements.                                                         (continued)
</TABLE>


<PAGE> 75

<TABLE>
                                      GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                             STATEMENTS OF OPERATIONS
                                    YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                               HIGH INCOME                    WORLDWIDE HARD ASSETS
                                                              FUND DIVISION                    FUND DIVISION<F**>
                                                   ----------------------------------  -----------------------------------
                                                     1997         1996       1995<F*>    1997        1996         1995<F*>
                                                   --------     -------      --------  --------     -------       --------
<S>                                                <C>          <C>          <C>       <C>          <C>            <C>
Investment income:
   Dividend income                                 $ 91,441     $28,732      $    0    $  3,388     $ 1,298        $ 32

Expenses:
   Mortality and expense charges - VUL-95            (2,255)     (1,639)       (122)       (754)       (389)         (3)
   Mortality and expense charges - VGSP              (4,993)     (1,456)        (55)       (186)       (214)          0
   Mortality and expense charges - VUL-100           (6,583)     (2,645)        (76)       (917)       (410)        (11)
                                                   --------     -------      ------    --------     -------        ----
     Total expenses                                 (13,831)     (5,740)       (253)     (1,857)     (1,013)        (14)
                                                   --------     -------      ------    --------     -------        ----

Net investment income (loss)                         77,610      22,992        (253)      1,531         285          18
                                                   --------     -------      ------    --------     -------        ----

Net realized gain (loss) on investments:
   Realized gain from distributions                  11,302       5,621           0       4,590       1,273           0
   Realized gain (loss) on sales                     17,736        (202)      1,132      (1,380)      1,682          (5)
                                                   --------     -------      ------    --------     -------        ----

     Net realized gain (loss) on investments:        29,038       5,419       1,132       3,210       2,955          (5)
                                                   --------     -------      ------    --------     -------        ----

Net unrealized gain (loss) on investments:
   Unrealized gain on investments,
     beginning of period                             57,062       2,337           0       3,346         370           0
   Unrealized gain (loss) on investments,
     end of period                                  220,773      57,062       2,337     (10,760)      3,346         370
                                                   --------     -------      ------    --------     -------        ----

       Net unrealized gain (loss) on investments    163,711      54,725       2,337     (14,106)      2,976         370
                                                   --------     -------      ------    --------     -------        ----

         Net gain (loss) on investments             192,749      60,144       3,469     (10,896)      5,931         365
                                                   --------     -------      ------    --------     -------        ----

Net increase (decrease) in net assets
   resulting from operations                       $270,359     $83,136      $3,216    $ (9,365)    $ 6,216        $383
                                                   ========     =======      ======    ========     =======        ====

<FN>
<F*> The High Income Fund and Worldwide Hard Assets Fund began operations on May
     24, and August 9, 1995, respectively.
<F**>This fund was formerly known as the Gold & Natural Resources Fund.

See accompanying notes to the financial statements.                                                         (continued)
</TABLE>



<PAGE> 76
<TABLE>
                                        GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                STATEMENTS OF OPERATIONS
                                              YEAR ENDED DECEMBER 31, 1997
<CAPTION>
                                                         MULTI-STYLE                         AGGRESSIVE
                                                           EQUITY          CORE BOND           EQUITY           NON-US
                                                     FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*>
                                                     ----------------- ----------------- ----------------- -----------------
                                                            1997             1997              1997              1997
                                                     ----------------- ----------------- ----------------- -----------------
<S>                                                       <C>               <C>               <C>              <C>
Investment income:
   Dividend income                                        $   599           $ 2,483           $    23          $      0

Expenses:
   Mortality and expense charges - VGSP                      (996)             (408)             (505)             (496)
   Mortality and expense charges - Russell VUL             (1,582)           (1,146)             (682)             (649)
                                                          -------           -------           -------          --------
     Total expenses                                        (2,578)           (1,554)           (1,187)           (1,145)
                                                          -------           -------           -------          --------

Net investment income (loss)                               (1,979)              929            (1,164)           (1,145)
                                                          -------           -------           -------          --------

Net realized gain on investments:
   Realized gain from distributions                             0                 0                 0                 0
   Realized gain on sales                                   5,224               705             2,158                78
                                                          -------           -------           -------          --------

     Net realized gain on investments:                      5,224               705             2,158                78
                                                          -------           -------           -------          --------

Net unrealized gain (loss) on investments:
   Unrealized gain on investments,
       beginning of period                                      0                 0                 0                 0
   Unrealized gain (loss) on investments,
      end of period                                         1,553            27,482            23,627           (57,317)
                                                          -------           -------           -------          --------

       Net unrealized gain (loss) on investments            1,553            27,482            23,627           (57,317)
                                                          -------           -------           -------          --------

     Net gain (loss) on investments                         6,777            28,187            25,785           (57,239)
                                                          -------           -------           -------          --------
Net increase (decrease) in net assets
    resulting from operations                             $ 4,798           $29,116           $24,621          $(58,384)
                                                          =======           =======           =======          ========

<FN>
<F*>The Multi-Style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and
    Non-US Fund began operations on January 2, 1997.

See accompanying notes to the financial statements.
</TABLE>


<PAGE> 77

<TABLE>
                                     GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                       STATEMENTS OF CHANGES IN NET ASSETS
                                   YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                          S & P 500 INDEX                      MONEY MARKET
                                                           FUND DIVISION                       FUND DIVISION
                                                ------------------------------------  ----------------------------------
                                                    1997        1996         1995        1997        1996        1995
                                                -----------  -----------  ----------  ----------  ----------  ----------
<S>                                             <C>          <C>          <C>         <C>         <C>         <C>
Operations:
   Net investment expense                       $  (125,228) $   (64,887) $  (35,665) $  (36,015) $  (40,126) $  (23,155)
   Net realized gain on investments               2,484,096      679,654     467,711      73,476     377,717     297,329
   Net unrealized gain (loss) on investments      1,526,899    1,130,969     861,314     183,867     (98,112)   (127,551)
                                                -----------  -----------  ----------  ----------  ----------  ----------

     Net increase in net assets
       resulting from operations                  3,885,767    1,745,736   1,293,360     221,328     239,479     146,623

   Net deposits into (deductions from)
     Separate Account                             2,209,424    8,067,322    (145,477)    932,501   3,557,381   2,340,021
                                                -----------  -----------  ----------  ----------  ----------  ----------

   Increase in net assets                         6,095,191    9,813,058   1,147,883   1,153,829   3,796,860   2,486,644
   Net assets, beginning of period               14,483,132    4,670,074   3,522,191   8,162,426   4,365,566   1,878,922
                                                -----------  -----------  ----------  ----------  ----------  ----------

   Net assets, end of period                    $20,578,323  $14,483,132  $4,670,074  $9,316,255  $8,162,426  $4,365,566
                                                ===========  ===========  ==========  ==========  ==========  ==========

See accompanying notes to the financial statements.                                                          (continued)
</TABLE>


<PAGE> 78

<TABLE>
                                    GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                      STATEMENTS OF CHANGES IN NET ASSETS
                                  YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                             BOND INDEX                         MANAGED EQUITY
                                                            FUND DIVISION                       FUND DIVISION
                                                ------------------------------------   ----------------------------------
                                                    1997        1996         1995          1997       1996        1995
                                                -----------  ----------  -----------   ----------  ----------  ----------
<S>                                             <C>          <C>         <C>          <C>          <C>         <C>
Operations:
   Net investment expense                       $   (22,907) $  (23,412) $   (18,655) $  (29,512)  $  (19,294) $  (16,965)
   Net realized gain (loss) on investments          (10,472)    480,309       38,220     346,937      304,052     192,457
   Net unrealized gain (loss) on investments        250,471    (253,664)     332,511     368,231      143,681     381,204
                                                -----------  ----------  -----------  ----------   ----------  ----------

     Net increase in net assets
       resulting from operations                    217,092     203,233      352,076     685,656      428,439     556,696

   Net deposits into (deductions from)
     Separate Account                            (3,532,130)  5,128,242   (1,271,114)    779,803      436,005    (487,360)
                                                -----------  ----------  -----------  ----------   ----------  ----------

     Increase (decrease) in net assets           (3,315,038)  5,331,475     (919,038)  1,465,459      864,444      69,336
   Net assets, beginning of period                6,763,582   1,432,107    2,351,145   2,769,856    1,905,412   1,836,076
                                                -----------  ----------  -----------  ----------   ----------  ----------

   Net assets, end of period                    $ 3,448,544  $6,763,582  $ 1,432,107  $4,235,315   $2,769,856  $1,905,412
                                                ===========  ==========  ===========  ==========   ==========  ==========

See accompanying notes to the financial statements.                                                           (continued)
</TABLE>



<PAGE> 79

<TABLE>
                                      GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                        STATEMENTS OF CHANGES IN NET ASSETS
                                    YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                           ASSET ALLOCATION                  INTERNATIONAL INDEX
                                                            FUND DIVISION                     FUND DIVISION<F*>
                                                -----------------------------------  ----------------------------------
                                                    1997        1996        1995        1997        1996        1995
                                                -----------  ----------  ----------  ----------  ----------  ----------
<S>                                             <C>          <C>         <C>         <C>         <C>         <C>
Operations:
   Net investment expense                       $   (80,244) $  (58,754) $  (52,116) $  (62,954) $  (50,946) $  (40,101)
   Net realized gain on investments                 507,259     590,789     605,510     357,331     208,016     556,435
   Net unrealized gain (loss) on investments      1,104,802     459,911     963,246    (199,315)    228,045    (158,021)
                                                -----------  ----------  ----------  ----------  ----------  ----------

   Net increase in net assets
     resulting from operations                    1,531,817     991,946   1,516,640      95,062     385,115     358,313

   Net deposits into (deductions from)
     Separate Account                               909,812   1,086,684    (709,124)    979,833   1,016,960     789,597
                                                -----------  ----------  ----------  ----------  ----------  ----------

     Increase in net assets                       2,441,629   2,078,630     807,516   1,074,895   1,402,075   1,147,910
   Net assets, beginning of period                8,034,676   5,956,046   5,148,530   6,789,398   5,387,323   4,239,413
                                                -----------  ----------  ----------  ----------  ----------  ----------
   Net assets, end of period                    $10,476,305  $8,034,676  $5,956,046  $7,864,293  $6,789,398  $5,387,323
                                                ===========  ==========  ==========  ==========  ==========  ==========

<FN>
<F*>This fund was formerly known as the International Equity Fund.

See accompanying notes to the financial statements.                                                         (continued)
</TABLE>


<PAGE> 80

<TABLE>
                                   GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                     STATEMENTS OF CHANGES IN NET ASSETS
                                 YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                           MID-CAP EQUITY                      SMALL-CAP EQUITY
                                                          FUND DIVISION<F*>                     FUND DIVISION
                                                 ----------------------------------            ----------------
                                                    1997        1996        1995                  1997<F**>
                                                 ----------  ----------  ----------               ---------
<S>                                              <C>         <C>         <C>                     <C>
Operations:
   Net investment expense                        $  (40,537) $  (33,173) $  (31,649)             $   (2,283)
   Net realized gain on investments                 451,508   1,223,053     331,442                 150,417
   Net unrealized gain (loss) on investments        945,457    (440,160)    388,731                (133,375)
                                                 ----------  ----------  ----------              ----------

   Net increase in net assets
     resulting from operations                    1,356,428     749,720     688,524                  14,759

   Net deposits into (deductions from)
     Separate Account                               793,111    (860,933)    229,832               1,129,095
                                                 ----------  ----------  ----------              ----------

     Increase (decrease) in net assets            2,149,539    (111,213)    918,356               1,143,854
   Net assets, beginning of period                4,085,177   4,196,390   3,278,034                       0
                                                 ----------  ----------  ----------              ----------

   Net assets, end of period                     $6,234,716  $4,085,177  $4,196,390              $1,143,854
                                                 ==========  ==========  ==========              ==========
<FN>
<F*> This fund was formerly known as the Special Equity Fund.
<F**>The Small-Cap Equity Fund began operations on May 1, 1997.

See accompanying notes to the financial statements.                                             (continued)
</TABLE>


<PAGE> 81

<TABLE>
                                      GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                        STATEMENTS OF CHANGES IN NET ASSETS
                                    YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                           EQUITY-INCOME                              GROWTH
                                                           FUND DIVISION                          FUND DIVISION
                                                -------------------------------------  ------------------------------------
                                                    1997        1996          1995        1997         1996         1995
                                                -----------  -----------   ----------  -----------  -----------  ----------
<S>                                             <C>          <C>           <C>         <C>          <C>          <C>
Operations:
   Net investment income (expense)              $    75,885  $   (52,988)  $   63,048  $   (51,298) $   (63,148) $  (25,138)
   Net realized gain on investments               1,249,329      395,572      193,153      802,208      800,856     176,048
   Net unrealized gain on investments             1,801,581      660,736      850,722    2,688,958      537,783   1,450,103
                                                -----------  -----------   ----------  -----------  -----------  ----------

    Net increase in net assets
     resulting from operations                    3,126,795    1,003,320    1,106,923    3,439,868    1,275,491   1,601,013

    Net deposits into Separate Account            3,516,214    3,869,404    2,068,778    5,418,111    4,760,220   1,991,002
                                                -----------  -----------   ----------  -----------  -----------  ----------

     Increase in net assets                       6,643,009    4,872,724    3,175,701    8,857,979    6,035,711   3,592,015
   Net assets, beginning of period               10,352,808    5,480,084    2,304,383   13,370,612    7,334,901   3,742,886
                                                -----------  -----------   ----------  -----------  -----------  ----------

   Net assets, end of period                    $16,995,817  $10,352,808   $5,480,084  $22,228,591  $13,370,612  $7,334,901
                                                ===========  ===========   ==========  ===========  ===========  ==========

See accompanying notes to the financial statements.                                                         (continued)
</TABLE>


<PAGE> 82

<TABLE>
                                     GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                        STATEMENTS OF CHANGES IN NET ASSETS
                                    YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                              OVERSEAS                          ASSET MANAGER
                                                            FUND DIVISION                       FUND DIVISION<F*>
                                                 -----------------------------------    --------------------------------
                                                    1997        1996         1995         1997        1996        1995
                                                 ----------  ----------   ----------    --------    --------     -------
<S>                                              <C>         <C>          <C>           <C>         <C>          <C>
Operations:
   Net investment income (expense)               $   41,778  $    4,803   $  (14,017)   $  5,627    $  1,282     $   (52)
   Net realized gain on investments                 466,320      88,122       27,869      33,746       3,187          13
   Net unrealized gain on investments                62,543     428,439      247,043      34,466      18,014       1,779
                                                 ----------  ----------   ----------    --------    --------     -------

   Net increase in net assets
     resulting from operations                      570,641     521,364      260,895      73,839      22,483       1,740

   Net deposits into Separate Account             2,154,913   1,491,289    1,053,659     227,154     202,863      49,378
                                                 ----------  ----------   ----------    --------    --------     -------

     Increase in net assets                       2,725,554   2,012,653    1,314,554     300,993     225,346      51,118
   Net assets, beginning of period                5,445,930   3,433,277    2,118,723     276,464      51,118           0
                                                 ----------  ----------   ----------    --------    --------     -------

   Net assets, end of period                     $8,171,484  $5,445,930   $3,433,277    $577,457    $276,464     $51,118
                                                 ==========  ==========   ==========    ========    ========     =======


<FN>
<F*>The Asset Manager Fund began operations on July 19, 1995.

See accompanying notes to the financial statements.                                                         (continued)
</TABLE>



<PAGE> 83
<TABLE>
                                      GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                        STATEMENTS OF CHANGES IN NET ASSETS
                                    YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                                                             HIGH INCOME                      WORLDWIDE HARD ASSETS
                                                            FUND DIVISION                       FUND DIVISION<F*>
                                                 ----------------------------------    ---------------------------------
                                                    1997        1996       1995<F**>     1997        1996      1995<F**>
                                                 ----------  ----------    --------    --------    --------    ---------
<S>                                              <C>         <C>           <C>         <C>         <C>           <C>
Operations:
   Net investment income (expense)               $   77,610  $   22,992    $   (253)   $  1,531    $    285      $   18
   Net realized gain (loss) on investments           29,038       5,419       1,132       3,210       2,955          (5)
   Net unrealized gain (loss) on investments        163,711      54,725       2,337     (14,106)      2,976         370
                                                 ----------  ----------    --------    --------    --------      ------

   Net increase (decrease) in net assets
     resulting from operations                      270,359      83,136       3,216      (9,365)      6,216         383

   Net deposits into Separate Account               711,529     904,946     199,733      92,851     170,306       9,414
                                                 ----------  ----------    --------    --------    --------      ------

      Increase in net assets                        981,888     988,082     202,949      83,486     176,522       9,797
   Net assets, beginning of period                1,191,031     202,949           0     186,319       9,797           0
                                                 ----------  ----------    --------    --------    --------      ------

   Net assets, end of period                     $2,172,919  $1,191,031    $202,949    $269,805    $186,319      $9,797
                                                 ==========  ==========    ========    ========    ========      ======

<FN>
<F*> This fund was formerly known as the Gold & Natural Resources Fund.
<F**>The High Income Fund and the Worldwide Hard Assets Fund began operations on May 24, and August 9, 1995, respectively.

See accompanying notes to the financial statements.                                                            (continued)
</TABLE>



<PAGE> 84

<TABLE>
                                     GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                       STATEMENTS OF CHANGES IN NET ASSETS
                                          YEAR ENDED DECEMBER 31, 1997
<CAPTION>
                                                       MULTI-STYLE                         AGGRESSIVE
                                                         EQUITY          CORE BOND           EQUITY            NON-US
                                                    FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*>  FUND DIVISION<F*>
                                                    ----------------- ----------------- -----------------  -----------------
                                                          1997              1997              1997              1997
                                                    ----------------- ----------------- -----------------  -----------------
<S>                                                    <C>               <C>               <C>                 <C>
Operations:
    Net investment income (expense)                    $   (1,979)       $      929        $   (1,164)         $ (1,145)
    Net realized gain on investments                        5,224               705             2,158                78
    Net unrealized gain (loss) on investments               1,553            27,482            23,627           (57,317)
                                                       ----------        ----------        ----------          --------

        Net increase (decrease) in net assets
            resulting from operations                       4,798            29,116            24,621           (58,384)

        Net deposits into Separate Account              2,534,482         1,125,291         1,320,804           842,227
                                                       ----------        ----------        ----------          --------

    Increase in net assets                              2,539,280         1,154,407         1,345,425           783,843
Net assets, beginning of period                                 0                 0                 0                 0
                                                       ----------        ----------        ----------          --------

Net assets, end of period                              $2,539,280        $1,154,407        $1,345,425          $783,843
                                                       ==========        ==========        ==========          ========

<FN>
<F*>The Multi-Style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and Non-US Fund began operations on January 2,
    1997.

See accompanying notes to the financial statements.
</TABLE>



<PAGE> 85

             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                 NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1997

Note 1 - Organization

General American Separate Account Eleven (the Separate Account) commenced
operations on September 15, 1987 and is registered under the Investment
Company Act of 1940 (1940 Act) as a unit investment trust. The Separate
Account offers four products:  Variable Universal Life (VUL-95), Variable
General Select Plus (VGSP), Variable Universal Life (VUL-100), and Russell
Variable Universal Life (Russell VUL) that receive and invest net premiums
for flexible premium variable life insurance policies that are issued by
General American Life Insurance Company (General American). The Separate
Account is divided into eighteen Divisions. Each Division invests exclusively
in shares of a single Fund of either General American Capital Company,
Variable Insurance Products Fund, Variable Insurance Products Fund II, Van
Eck Worldwide Insurance Trust or Russell Insurance Funds which are open-end,
diversified management companies. The Funds of the General American Capital
Company, sponsored by General American, are the S & P 500 Index (formerly
Equity Index), Money Market, Bond Index, Managed Equity, Asset Allocation,
International Index (formerly International Equity), Mid-Cap Equity (formerly
Special Equity), and the Small-Cap Equity Fund Divisions. The Funds of the
Variable Insurance Products Fund, managed by Fidelity Management & Research
Company, are the Equity-Income, Growth, Overseas, and the High Income Fund
Divisions. The Funds of the Variable Insurance Products Fund II, managed by
Fidelity Management and Research Company is the Asset Manager Fund. The Fund
of the Van Eck Worldwide Insurance Trust, managed by Van Eck Associates
Corporation, is the Worldwide Hard Assets Fund, formerly known as the Gold
and Natural Resources Fund. The Funds of the Russell Variable Insurance
Product, managed by Frank Russell Investment Management Company are the
Multi-style Equity, Core Bond, Aggressive Equity, and Non-US Fund Divisions.
Policyholders have the option of directing their premium payments into one or
all of the Funds as well as into the general account of General American,
which is not generally subject to regulation under the Securities Act of 1933
or the 1940 Act.

Note 2 - Significant Accounting Policies

The following is a summary of significant accounting policies followed by the
Separate Account in the preparation of its financial statements. The policies
are in conformity with generally accepted accounting principles.

A.    Investments

      The Separate Accounts' investments in the eighteen Funds are valued
      daily based on the net asset values of the respective Fund shares held
      as reported to General American by General American Capital Company,
      Variable Insurance Products Fund, Variable Insurance Products Fund II,
      Van Eck Worldwide Insurance Trust, and Russell Insurance Funds. The
      specific identification method is used in determining the cost of
      shares sold on withdrawals by the Separate Account. Share transactions
      are recorded on the trade date, which is the same as the settlement
      date.

B.    Federal Income Taxes

      Under current federal income tax law, capital gains from sales of
      investments of the Separate Account are not taxable. Therefore, no
      federal income tax expense has been provided.

C.    Distribution of Income and Realized Capital Gains

      General American Capital Company follows the federal income tax
      practice known as consent dividending, whereby substantially all of its
      net investment income and realized gains are deemed to be passed
      through to the Separate Account. As a result, General American Capital
      Company does not pay any dividends or capital gain distributions.
      During December of each year, accumulated investment income and capital
      gains of the underlying Capital Company Fund are allocated to the
      Separate Account by increasing the cost basis and recognizing a capital
      gain in the Separate Account. The Variable Insurance Products Fund,
      Variable Insurance Products Fund II, Van Eck Worldwide Insurance Trust
      and Russell Insurance Funds intend to pay out all of their net
      investment income and net realized capital gains each year. Dividends
      from the funds are distributed at least annually on a per share basis
      and are recorded on the ex dividend date. Normally, net realized
      capital gains, if any, are distributed each year for each fund. Such
      income and capital gain distributions are automatically reinvested in
      additional shares of the funds.



<PAGE> 86


                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                     NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997

D.    Use of Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates
      and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of increase
      and decrease in net assets from operations during the period. Actual
      results could differ from those estimates.

Note 3 - Policy Charges

Charges are deducted from premiums and paid to General American for providing
the insurance benefits set forth in the contracts and any additional benefits
added by rider, administering the policies, reimbursement of expenses
incurred in distributing the policies, and assuming certain risks in
connection with the policies.

Prior to the allocation of net premiums among General American's general
account and the Fund Divisions of the Separate Account,  premium payments are
reduced by premium expense charges, which consist of a sales charge and a
charge for premium taxes. The premium payment, less the premium expense
charge, equals the net premium.

      Sales Charge:  A sales charge equal to 6% is deducted from each VUL-95
      -------------
      premium paid. A sales charge of 5% in years one through ten and 2.25%
      thereafter is deducted from each VGSP premium paid. A maximum sales
      charge of 5% in years one through ten and a maximum 2.25% thereafter
      based on initial deposit is deducted from each Russell VUL premium
      paid. This charge is deducted to partially reimburse General American
      for expenses incurred in distributing the policy and any additional
      benefits provided by rider. No sales charge is deducted from VUL-100
      premiums.

      Premium Taxes:  Various state and political subdivisions impose a tax
      --------------
      on premiums received by insurance companies. Premium taxes vary from
      state to state. A deduction of 2% of each VUL-95 premium, 2.5% of each
      VGSP premium, 2.10% of each VUL-100 premium, and 2.5% of each Russell
      VUL premium is made from each premium payment for these taxes. In
      addition, a 1.25% deduction is taken from VUL-100 premiums to cover the
      company's Federal income tax costs attributable to the amount of
      premium received.

Charges are deducted monthly from the cash value of each policy to compensate
General American for (a) certain administrative costs; (b) insurance
underwriting and acquisition expenses in connection with issuing a policy;
(c) the cost of insurance, and (d) the cost of optional benefits added by
rider.

      Administrative Charge:  General American has responsibility for the
      ----------------------
      administration of the policies and the Separate Account. As
      reimbursement for administrative expenses related to the maintenance of
      each policy and the Separate Account, General American assesses a
      monthly administrative charge against each policy. This charge is $10
      per month for a standard policy and $12 per month for a pension policy
      during the first 12 policy months and $4 (standard) and $6 (pension)
      per month for all policy months beyond the 12th for VUL-95 contracts.
      The charge is $4 per month for VGSP and Russell VUL contracts. The
      charge is $13 per month during the first 12 policy months and $6 per
      month thereafter for VUL-100 contracts.

      Insurance Underwriting and Acquisition Expense Charge:  An additional
      ------------------------------------------------------
      administrative charge is deducted from the policy cash value for VUL-95
      as part of the monthly deduction during the first 12 policy months and
      for the first 12 policy months following an increase in the face
      amount. The charge is $0.08 per month multiplied by the face amount
      divided by 1,000. For VUL-100, the charge during the first 12 policy
      months is $0.16 per month multiplied by the face amount divided by
      1,000, and in all policy years thereafter, the charge is $0.01 per
      month multiplied by the face amount divided by 1,000.



<PAGE> 87

                  GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                       NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 1997

      Cost of Insurance:  The cost of insurance is deducted on each monthly
      ------------------
      anniversary date for the following policy month. Because the cost of
      insurance depends upon a number of variables, the cost varies for each
      policy month. The cost of insurance is determined separately for the
      initial face amount and for any subsequent increases in face amount.
      General American determines the monthly cost of insurance charge by
      multiplying the applicable cost of insurance rate or rates by the net
      amount at risk for each policy month.

      Optional Rider Benefits Charge:  This monthly deduction includes
      -------------------------------
      charges for any additional benefits provided by rider.

      Contingent Deferred Sales Charge:  During the first ten policy years
      ---------------------------------
      for VUL-95, VGSP, and Russell VUL, and the first fifteen years for VUL-
      100, General American also assesses a charge upon surrender or lapse of
      a Policy, a requested decrease in face amount, or a partial withdrawal
      that causes the face amount to decrease. The amount of the charge
      assessed depends on a number of factors, including whether the event is
      a full surrender or lapse or only a decrease in face amount, the amount
      of premiums received to date by General American, and the policy year
      in which the surrender or other event takes place.

Mortality and Expense Charge:  In addition to the above charges, a daily
- -----------------------------
charge is made at the separate account level for the mortality and expense
risks assumed by General American. General American deducts a daily charge
from the Separate Account at the rate of .002319% for VUL-95, .0019111% for
VGSP, .002455% for VUL-100, and .001366% for Russell VUL of the net assets of
each division of the Separate Account, which equals an annual rate of .85%,
 .70%, .90%, and .50% for VUL-95, VGSP, VUL-100, and Russell VUL,
respectively. VUL-95, VGSP, VUL-100, and Russell VUL mortality and expense
charges for 1997 were $398,648, $160,175,  $174,234,  and $5,685,
respectively. The mortality risk assumed by General American is the risk that
those insured may die sooner than anticipated and therefore, that General
American will pay an aggregate amount of death benefits greater than
anticipated. The expense risk assumed is that expenses incurred in issuing
and administering the policy will exceed the amounts realized from the
administrative charges assessed against the policy.

NOTE 4 - INVESTMENT OBJECTIVES, MANAGER CHANGES AND NEW DIVISIONS

Effective January 1, 1997, the International Equity Fund became the
International Index Fund. The investment objective of the International Index
Fund is to obtain investment results that parallel the price and yield
performance of publicly-traded common stocks in the Morgan Stanley Capital
International Europe, Australia, and Far East Index ("EAFE Index"). The
portfolio manager of the International Index Fund is Conning Asset Management
Company and the management fee for the fund is .50% on the first $10 million
in assets, .40% on the balance over $10 million and less than $20 million and
 .30% on any balance in excess of $20 million.

Effective January 1, 1997, the Special Equity Fund became the Mid-Cap Equity
Fund. The investment objective of the Mid-Cap Equity Fund is to seek
sustained growth of capital by investing primarily in common stocks of United
States-bases publicly traded companies with "medium market capitalization".
"Medium market capitalization companies" are those whose market
capitalization falls within the range of the S&P MidCap 400 at the time of
the Fund's investment. The portfolio manager of the Mid-Cap Equity Fund is
Conning Asset Management Company and the total management fee rate remained
unchanged from that of the Special Equity Fund.

On March 1, 1997, Conning Asset Management Company became the manager of the
Managed Equity Fund. The management fee is .40% on the first $10 million in
assets, .30% on the balance over $10 million and less than $30 million, and
 .25% on the balance in excess of $30 million.



<PAGE> 88


             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997

On January 2, 1997, four new divisions and a new product -Russell VUL- were
added to Separate Account Eleven. The four divisions were the Multi-Style
Equity, Core Bond, Aggressive Equity and Non-US. The underlying funds in
these divisions are offered by Russell Insurance Funds and managed by Frank
Russell Company. The investment objectives of each of these new divisions are
as follows:

Multi-Style Equity Fund - To provide income and capital growth by investing
- -----------------------
principally in equity securities.

Core Bond Fund - To provide effective diversification against equities and a
- --------------
stable level of cash flow by investing in fixed income securities.

Aggressive Equity Fund - To maximize total return through capital
- ----------------------
appreciation and by assuming a higher level of volatility than is ordinarily
expected from the Multi-Style Equity Fund, while still investing in equity
securities.

Non-US Fund - To provide favorable total return and additional
- -----------
diversification for United States investors by investing primarily in equity
and fixed income securities of non-US companies and securities issued by
non-United States governments.

The underlying products currently offered by these divisions are Russell VUL
and VGSP.

On May 1, 1997, the Small Cap Equity division was added to Separate Account
Eleven. The underlying fund in this division is offered by General American
Capital Company and is managed by Conning Asset Management Company. The
investment objective of the fund is to provide a rate of return that
corresponds to the performance of the common stock of small companies, while
incurring a level of risk that is generally equal to the risks associated
with small company common stock. The Fund attempts to duplicate the
performance of the smallest 20% of companies based on capitalization size,
that are based in the United States and listed on the New York Stock
Exchange.

The underlying products currently offered by this division are VUL-95, VGSP,
and VUL-100.



<PAGE> 89


            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                 NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 1997

NOTE 5 - PURCHASES AND SALES

During the year ended December 31, 1997, purchases including net realized
gain and income from distribution and proceeds from sales of General American
Capital Company shares were as follows:

<TABLE>
<CAPTION>
               S & P 500       Money        Bond         Managed       Asset     International   Mid-Cap      Small-Cap
                 Index        Market       Index         Equity     Allocation      Index        Equity        Equity
                 Fund          Fund         Fund          Fund         Fund          Fund         Fund          Fund
              ----------   -----------   ----------    ----------   ----------   ------------- ----------    ----------
<S>           <C>          <C>           <C>           <C>          <C>           <C>          <C>           <C>
Purchases     $8,442,192   $18,247,884   $1,749,901    $1,578,051   $2,343,633    $1,765,214   $2,156,245    $1,293,907
              ==========   ===========   ==========    ==========   ==========    ==========   ==========    ==========
Sales         $5,448,171   $17,983,425   $5,140,723    $  590,072   $1,218,119    $  628,010   $1,147,830    $   17,782
              ==========   ===========   ==========    ==========   ==========    ==========   ==========    ==========
</TABLE>

During the year ended December 31, 1997, purchases (including dividend
reinvestment) and proceeds from sales of Variable Insurance Products Fund
Shares were as follows:

<TABLE>
<CAPTION>
                                 Equity-Income         Growth           Overseas         High Income
                                      Fund              Fund              Fund              Fund
                                 -------------       ----------        ----------        -----------
<S>                                <C>               <C>               <C>               <C>
Purchases                          $5,671,668        $6,780,325        $3,016,982        $1,043,519
                                   ==========        ==========        ==========        ==========
Sales                              $1,100,161        $  960,461        $  418,954        $  240,128
                                   ==========        ==========        ==========        ==========
</TABLE>

During the year ended December 31, 1997, purchases (including dividend
reinvestment) and proceeds from sales of Variable Insurance Products Fund II
shares were as follows:

<TABLE>
<CAPTION>
                            Asset Manager
                                 Fund
                            -------------
<S>                            <C>
Purchases                      $367,321
                               ========
Sales                          $111,483
                               ========
</TABLE>

During the year ended December 31, 1997, purchases (including dividend
reinvestment) and proceeds from sales of Van Eck Worldwide Insurance Trust
shares were as follows:

<TABLE>
<CAPTION>
                            Worldwide Hard
                             Assets Fund
                            --------------
<S>                            <C>
Purchases                      $152,061
                               ========
Sales                          $ 53,087
                               ========
</TABLE>

During the year ended December 31, 1997, purchases (including dividend
reinvestment) and proceeds from sales of Russell Insurance Funds shares were as
follows:

<TABLE>
<CAPTION>
                                   Multi-Style        Core Bond        Aggressive           Non-US
                                   Equity Fund          Fund           Equity Fund           Fund
                                   -----------       ----------        -----------         --------
<S>                                <C>               <C>               <C>                 <C>
Purchases                          $2,574,829        $1,160,983        $1,338,577          $863,517
                                   ==========        ==========        ==========          ========
Sales                              $   43,266        $   35,533        $   20,072          $ 23,327
                                   ==========        ==========        ==========          ========
</TABLE>


<PAGE> 90


                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                      NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997

NOTE 6 - ACCUMULATION UNIT ACTIVITY

The following is a summary of the accumulation unit activity for the years
ended December 31, 1997, 1996, and 1995:

<TABLE>
<CAPTION>

                                                            S & P 500 INDEX                     MONEY MARKET
                                                             FUND DIVISION                      FUND DIVISION
                                                   ---------------------------------   --------------------------------
                                                     1997         1996       1995        1997       1996         1995
                                                   --------    --------   ----------   --------  ----------    --------
<S>                                                <C>          <C>        <C>         <C>       <C>           <C>
Variable Universal Life-95:
   Deposits                                          70,404      56,960      78,391      98,719      52,946     206,798
   Withdrawals                                      (29,686)    (32,408)   (101,054)   (110,821)    (79,319)   (215,226)
   Outstanding units, beginning of year             195,587     171,035     193,698      58,805      85,178      93,606
                                                   --------     -------    --------    --------  ----------    --------

   Outstanding units, end of year                   236,305     195,587     171,035      46,703      58,805      85,178
                                                   ========     =======    ========    ========  ==========    ========

Variable General Select Plus:
   Deposits                                         146,632     376,931      30,100     942,448   1,489,642     344,162
   Withdrawals                                     (305,772)    (16,019)    (15,451)   (900,950) (1,173,354)   (215,211)
   Outstanding units, beginning of year             407,634      46,722      32,073     494,355     178,067      49,116
                                                   --------     -------    --------    --------  ----------    --------

   Outstanding units, end of year                   248,494     407,634      46,722     535,853     494,355     178,067
                                                   ========     =======    ========    ========  ==========    ========
Variable Universal Life-100:<F*>
   Deposits                                         212,106     151,173      14,240     738,912     729,350     214,797
   Withdrawals                                      (41,462)    (42,505)       (687)   (707,676)   (698,266)   (110,989)
   Outstanding units, beginning of period           122,221      13,553           0     134,892     103,808           0
                                                   --------     -------    --------    --------  ----------    --------

   Outstanding units, end of period                 292,865     122,221      13,553     166,128     134,892     103,808
                                                   ========     =======    ========    ========  ==========    ========


Russell Variable Universal Life:<F**>                                                   435,785
   Deposits                                                                            (427,238)
   Withdrawals                                                                                0
                                                                                       --------
   Outstanding units, beginning of period

   Outstanding units, end of period                                                       8,547
                                                                                       ========

<FN>

<F*> The Variable Universal Life 100 product was introduced in 1995, and the
     first deposit was received on June 7, 1995.
<F**>The Russell Variable Universal Life product was introduced in 1997, and
     the first deposit was received on May 6, 1997.
                                                                                                            (continued)

</TABLE>

<PAGE> 91

                    GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                          NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1997

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the years ended
December 31, 1997, 1996, and 1995:

<TABLE>
<CAPTION>

                                                             BOND INDEX                         MANAGED EQUITY
                                                            FUND DIVISION                       FUND DIVISION
                                                   ---------------------------------    -------------------------------
                                                     1997         1996       1995        1997        1996         1995
                                                   --------     -------    --------     -------     -------     -------
<S>                                                <C>          <C>        <C>          <C>         <C>         <C>
Variable Universal Life-95:
   Deposits                                          45,996      20,690      28,341      20,213      22,639      37,042
   Withdrawals                                      (19,985)    (19,502)   (102,229)    (19,170)    (23,620)    (68,803)
   Outstanding units, beginning of year              71,443      70,255     144,143      91,667      92,648     124,409
                                                   --------     -------    --------     -------     -------     -------

   Outstanding units, end of year                    97,454      71,443      70,255      92,710      91,667      92,648
                                                   ========     =======    ========     =======     =======     =======

Variable General Select Plus:
   Deposits                                          26,599     422,790       5,765      22,411      20,875       5,835
   Withdrawals                                     (398,540)     (6,268)     (1,249)    (10,526)     (1,816)       (595)
   Outstanding units, beginning of year             422,341       5,819       1,303      25,596       6,537       1,297
                                                   --------     -------    --------     -------     -------     -------

   Outstanding units, end of year                    50,400     422,341       5,819      37,481      25,596       6,537
                                                   ========     =======    ========     =======     =======     =======

Variable Universal Life-100:<F*>
   Deposits                                          38,781      31,945       1,670      38,918      15,297       1,823
   Withdrawals                                       (8,471)     (8,214)        (75)     (8,793)     (2,675)       (168)
   Outstanding units, beginning of period            25,326       1,595           0      14,277       1,655           0
                                                   --------     -------    --------     -------     -------     -------

   Outstanding units, end of period                  55,636      25,326       1,595      44,402      14,277       1,655
                                                   ========     =======    ========     =======     =======     =======


<FN>

<F*> The Variable Universal Life 100 product was introduced in 1995, and the
     first deposit was received on June 7, 1995.

                                                                                                         (continued)
</TABLE>



<PAGE> 92

                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                     NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the years
ended December 31, 1997, 1996, and 1995:

<TABLE>
<CAPTION>

                                                            ASSET ALLOCATION                  INTERNATIONAL INDEX
                                                              FUND DIVISION                     FUND DIVISION<F*>
                                                    -------------------------------     -------------------------------
                                                      1997       1996        1995         1997        1996        1995
                                                    -------     -------     -------     -------     -------     -------
<S>                                                 <C>         <C>         <C>         <C>         <C>         <C>
Variable Universal Life-95:
   Deposits                                          58,255      67,461      80,183      56,157      60,637      74,018
   Withdrawals                                      (49,785)    (33,247)    (98,461)    (45,488)    (32,650)    (28,390)
   Outstanding units, beginning of  year            274,368     240,154     258,432     164,557     136,570      90,942
                                                    -------     -------     -------     -------     -------     -------

   Outstanding units, end of year                   282,838     274,368     240,154     175,226     164,557     136,570
                                                    =======     =======     =======     =======     =======     =======

Variable General Select Plus:
   Deposits                                          21,682      21,668      12,925      35,709      24,970      16,837
   Withdrawals                                      (10,372)    (18,560)    (31,947)    (10,776)    (12,229)     (6,722)
   Outstanding units, beginning of year              61,197      58,089      77,111      45,125      32,384      22,269
                                                    -------     -------     -------     -------     -------     -------

   Outstanding units, end of year                    72,507      61,197      58,089      70,058      45,125      32,384
                                                    =======     =======     =======     =======     =======     =======

Variable Universal Life-100:<F**>
   Deposits                                          44,721      23,767       1,072      56,601      46,973       4,468
   Withdrawals                                      (11,617)     (2,830)        (39)    (15,926)     (7,916)       (777)
   Outstanding units, beginning of year              21,970       1,033           0      42,748       3,691           0
                                                    -------     -------     -------     -------     -------     -------

   Outstanding units, end of year                    55,074      21,970       1,033      83,423      42,748       3,691
                                                    =======     =======     =======     =======     =======     =======

General American Life Insurance Company
   seed money:
   Deposits                                               0           0           0           0           0           0
   Withdrawals                                            0           0           0           0           0           0
   Outstanding units, beginning of year                   0           0           0     200,000     200,000     200,000
                                                    -------     -------     -------     -------     -------     -------

Outstanding units, end of year                            0           0           0     200,000     200,000     200,000
                                                    =======     =======     =======     =======     =======     =======

<FN>

<F*>  This fund was formerly known as the International Equity Fund.
<F**> The Variable Universal Life 100 product was introduced in 1995, and the
      first deposit was received on June 7, 1995.

                                                                                                       (continued)
</TABLE>



<PAGE> 93

               GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                    NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the years
ended December 31, 1997, 1996, and 1995,  for the Mid-Cap Equity Fund
Division and the period ended December 31, 1997, for the Small-Cap Equity Fund
Division:

<TABLE>
<CAPTION>

                                                                         MID-CAP EQUITY                     SMALL-CAP EQUITY
                                                                        FUND DIVISION<F*>                    FUND DIVISION
                                                                -------------------------------     -------------------------------
                                                                  1997       1996         1995                  1997<F***>
                                                                -------    --------     -------                 ----------
<S>                                                             <C>        <C>          <C>                      <C>
Variable Universal Life - 95:
   Deposits                                                      50,013      67,217      94,909                  35,503
   Withdrawals                                                  (61,032)    (50,100)    (88,190)                   (326)
   Outstanding units, beginning of period                       185,140     168,023     161,304                       0
                                                                -------     -------     -------                  ------

   Outstanding units, end of period                             174,121     185,140     168,023                  35,177
                                                                =======     =======     =======                  ======

Variable General Select Plus:
   Deposits                                                      43,764      17,983      22,352                  30,298
   Withdrawals                                                  (14,054)    (16,026)    (12,685)                   (271)
   Outstanding units, beginning of period                        48,209      46,252      36,585                       0
                                                                -------     -------     -------                  ------

   Outstanding units, end of period                              77,919      48,209      46,252                  30,027
                                                                =======     =======     =======                  ======

Variable Universal Life - 100:<F**>
   Deposits                                                      36,664      35,395       4,498                  23,110
   Withdrawals                                                  (15,674)     (6,929)       (725)                   (540)
   Outstanding units, beginning of period                        32,239       3,773           0                       0
                                                                -------     -------     -------                  ------

   Outstanding units, end of period                              53,229      32,239       3,773                  22,570
                                                                =======     =======     =======                  ======

General American Life Insurance Company
   seed money:
      Deposits                                                        0           0           0
      Withdrawals                                                     0    (100,000)          0
      Outstanding units, beginning of year                            0     100,000     100,000
                                                                -------     -------     -------

      Outstanding units, end of year                                  0           0     100,000
                                                                =======     =======     =======

<FN>

<F*>   This fund was formerly known as the Special Equity Fund.
<F**>  The Variable Universal Life 100 product was introduced in 1995, and the
       first deposit was received on June 7, 1995.
<F***> The Small-Cap Equity Fund began operations on May 1, 1997.

                                                                                                    (continued)

</TABLE>



<PAGE> 94

              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                  NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the years
ended December 31, 1997, 1996, and 1995:

<TABLE>
<CAPTION>

                                                              EQUITY-INCOME                         GROWTH
                                                              FUND DIVISION                      FUND DIVISION
                                                    -------------------------------     -------------------------------
                                                      1997        1996        1995        1997       1996         1995
                                                    -------     -------     -------     -------    --------     -------
<S>                                                 <C>         <C>         <C>         <C>        <C>          <C>
Variable Universal Life-95:
   Deposits                                          73,369     100,383     143,543     110,237     141,831     181,296
   Withdrawals                                      (68,932)    (61,252)    (48,670)    (69,361)   (101,041)    (80,832)
   Outstanding units, beginning of year             287,907     248,776     153,903     367,037     326,247     225,783
                                                    -------     -------     -------     -------    --------     -------

   Outstanding units, end of year                   292,344     287,907     248,776     407,913     367,037     326,247
                                                    =======     =======     =======     =======    ========     =======

Variable General Select Plus:
   Deposits                                         107,293      95,653      78,040     151,169     136,928      90,761
   Withdrawals                                      (41,943)    (24,220)    (34,513)    (56,898)    (38,737)    (60,661)
   Outstanding units, beginning of year             160,791      89,358      45,831     233,747     135,556     105,456
                                                    -------     -------     -------     -------    --------     -------

   Outstanding units, end of year                   226,141     160,791      89,358     328,018     233,747     135,556
                                                    =======     =======     =======     =======    ========     =======

Variable Universal Life-100:<F*>
   Deposits                                         161,018     167,806      20,481     227,448     213,702      25,375
   Withdrawals                                      (42,604)    (22,709)     (1,718)    (64,065)    (38,214)     (1,865)
   Outstanding units, beginning of period           163,860      18,763           0     198,998      23,510           0
                                                    -------     -------     -------     -------    --------     -------

   Outstanding units, end of period                 282,274     163,860      18,763     362,381     198,998      23,510
                                                    =======     =======     =======     =======    ========     =======



<FN>

<F*> The Variable Universal Life 100 product was introduced in 1995, and the
     first deposit was received on June 7, 1995.

                                                                                                  (continued)
</TABLE>



<PAGE> 95

            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                NOTES TO FINANCIAL STATEMENTS
                      DECEMBER 31, 1997

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the years
ended December 31, 1997, 1996, and 1995,  for the Overseas Fund Division
and for the years ended December 31, 1997, and 1996, and the period ended
December 31, 1995, for the Asset Manager Division:.



<TABLE>
<CAPTION>

                                                               OVERSEAS                           ASSET MANAGER
                                                             FUND DIVISION                        FUND DIVISION
                                                    -------------------------------      ---------------------------------
                                                      1997       1996        1995         1997        1996        1995<F*>
                                                    -------     -------     -------      ------      ------       --------
<S>                                                 <C>         <C>         <C>          <C>         <C>          <C>
Variable Universal Life-95:
   Deposits                                          73,211      86,129      97,609       1,053       1,196         331
   Withdrawals                                      (33,419)    (57,328)    (42,775)       (363)        (80)         (4)
   Outstanding units, beginning of period           202,771     173,970     119,136       1,443         327           0
                                                    -------     -------     -------      ------      ------       -----

   Outstanding units, end of period                 242,563     202,771     173,970       2,132       1,443         327
                                                    =======     =======     =======      ======      ======       =====

Variable General Select Plus:
   Deposits                                          78,015      59,185      46,058       4,792       4,133       1,534
   Withdrawals                                      (24,003)    (18,099)    (24,367)     (1,323)     (1,450)         (6)
   Outstanding units, beginning of period           114,696      73,610      51,919       4,211       1,528           0
                                                    -------     -------     -------      ------      ------       -----

   Outstanding units, end of period                 168,708     114,696      73,610       7,680       4,211       1,528
                                                    =======     =======     =======      ======      ======       =====

Variable Universal Life-100:<F**>
   Deposits                                          61,939      59,253       9,829      19,775      17,799       3,044
   Withdrawals                                      (16,003)    (12,929)     (1,146)     (6,893)     (3,550)       (100)
   Outstanding units, beginning of period            55,007       8,683           0      17,193       2,944           0
                                                    -------     -------     -------      ------      ------       -----

   Outstanding units, end of period                 100,943      55,007       8,683      30,075      17,193       2,944
                                                    =======     =======     =======      ======      ======       =====


<FN>

<F*> The Asset Manager fund began operations on July 19, 1995.
<F**>The Variable Universal Life 100 product was introduced in 1995, and the
     first deposit was received on June 7, 1995.
                                                                                                    (continued)
</TABLE>



<PAGE> 96

               GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                    NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the years
ended December 31, 1997, and 1996, and the period ended December 31, 1995:

<TABLE>
<CAPTION>

                                                               HIGH INCOME                     WORLDWIDE HARD ASSETS
                                                               FUND DIVISION                    FUND DIVISION<F**>
                                                    ----------------------------------   ---------------------------------
                                                      1997        1996        1995<F*>    1997         1996       1995<F*>
                                                    -------      ------       --------   ------       -----       --------
<S>                                                 <C>          <C>          <C>        <C>         <C>            <C>
Variable Universal Life-95:
   Deposits                                           8,197      18,576       6,217       5,256       6,777         135
   Withdrawals                                      (10,956)     (3,225)       (237)       (857)       (976)         (9)
   Outstanding units, beginning of period            21,331       5,980           0       5,927         126           0
                                                    -------      ------       -----      ------      ------         ---

   Outstanding units, end of period                  18,572      21,331       5,980      10,326       5,927         126
                                                    =======      ======       =====      ======      ======         ===

Variable General Select Plus:
   Deposits                                          36,763      32,705       6,436       1,994       4,222           0
   Withdrawals                                       (8,788)     (2,369)       (115)     (3,232)        (92)          0
   Outstanding units, beginning of period            36,657       6,321           0       4,130           0           0
                                                    -------      ------       -----      ------      ------         ---

   Outstanding units, end of period                  64,632      36,657       6,321       2,892       4,130           0
                                                    =======      ======       =====      ======      ======         ===

Variable Universal Life-100:<F***>
   Deposits                                          39,145      41,415       6,662       7,159       6,746         890
   Withdrawals                                       (9,470)     (8,355)       (159)     (2,531)     (1,660)        (31)
   Outstanding units, beginning of period            39,563       6,503           0       5,945         859           0
                                                    -------      ------       -----      ------      ------         ---

   Outstanding units, end of period                  69,238      39,563       6,503      10,573       5,945         859
                                                    =======      ======       =====      ======      ======         ===


<FN>

<F*>  The High Income Fund and Worldwide Hard Assets Fund began operations on May
      24, and August 9, 1995, respectively.
<F**> This fund was formerly known as the Gold & Natural Resources Fund.
<F***>The Variable Universal Life 100 product was introduced in 1995, and the
      first deposit was received on June 7, 1995.
                                                                                                    (continued)

</TABLE>



<PAGE> 97

                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                     NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1997

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the period
ended December 31, 1997:

<TABLE>
<CAPTION>




                                                        MULTI-STYLE                         AGGRESSIVE
                                                           EQUITY          CORE BOND          EQUITY            NON-US
                                                       FUND DIVISION     FUND DIVISION     FUND DIVISION     FUND DIVISION
                                                       -------------     -------------     --------------    -------------
                                                          1997<F*>          1997<F*>          1997<F*>          1997<F*>
                                                       -------------     -------------     --------------    -------------
<S>                                                       <C>                <C>               <C>               <C>
Variable General Select Plus:<F**>
   Deposits                                                47,597            21,805            25,379            28,863
   Withdrawals                                               (667)             (391)             (279)             (285)
   Outstanding units, beginning of period                       0                 0                 0                 0
                                                          -------            ------            ------            ------

   Outstanding units, end of period                        46,930            21,414            25,100            28,578
                                                          =======            ======            ======            ======

Russell Variable Universal Life:<F***>
   Deposits                                               153,054            86,149            75,650            50,101
   Withdrawals                                             (1,563)           (2,024)             (494)           (1,018)
   Outstanding units, beginning of period                       0                 0                 0                 0
                                                          -------            ------            ------            ------

   Outstanding units, end of period                       151,491            84,125            75,156            49,083
                                                          =======            ======            ======            ======


<FN>

<F*>  The Multi-Style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and
      Non-US Fund began operations on January 2, 1997.
<F**> The Variable General Select Plus product was introduced in 1997, and the
      first deposit was received on June 26, 1997.
<F***>The Russell Variable Universal Life product was introduced in 1997, and
      the first deposit was received on June 6, 1997.

</TABLE>



<PAGE> 98

           GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT

Deposits into the Separate Account are used to purchase shares in the
Capital Company, Variable Insurance Products Funds, Variable Insurance
Products Fund II, Van Eck Worldwide Insurance Trust, or Russell Insurance
Funds. Net deposits represent the amounts available for investment in such
shares after deduction of sales charges, premium taxes, administrative
costs, insurance, underwriting and acquisition expense, cost of insurance,
and cost of optional benefits by rider. Realized and unrealized capital
gains (losses) have been excluded from net deposits into the Separate
Account because they have been included in increase (decrease) in net assets
resulting from operations in the Statements or Changes in Net Assets.


Variable Universal Life-95:
- ---------------------------

<TABLE>
<CAPTION>

                                                           S & P 500 INDEX                             MONEY MARKET
                                                            FUND DIVISION                             FUND DIVISION
                                                 -----------------------------------      ------------------------------------
                                                    1997        1996        1995             1997          1996       1995
                                                 ----------  ----------  -----------      -----------   ---------  -----------
<S>                                              <C>         <C>         <C>              <C>           <C>        <C>
Total gross deposits                             $1,099,723  $1,063,999  $   919,322      $ 1,794,475   $ 575,302  $ 2,001,421
Transfers between fund divisions and
   General American                                 931,860     139,650      472,868       (1,471,521)   (728,445)  (1,597,558)
Surrenders and withdrawals                         (144,131)    (82,719)  (1,380,995)         (20,934)   (107,442)    (346,828)
                                                 ----------  ----------  -----------      -----------   ---------  -----------

Total gross deposits, transfers between
   fund divisions and surrenders                  1,887,452   1,120,930       11,195          302,020    (260,585)      57,035
                                                 ----------  ----------  -----------      -----------   ---------  -----------
Deductions:
   Premium load charges                              84,994      84,266       82,459          371,169      46,330      194,508
   Cost of insurance and administrative expenses    481,051     430,221      435,147          135,973     105,165      329,711
                                                 ----------  ----------  -----------      -----------   ---------  -----------

      Total deductions                              566,045     514,487      517,606          507,142     151,495      524,219
                                                 ----------  ----------  -----------      -----------   ---------  -----------

Net deposits into (withdrawals from)
   Separate Account                              $1,321,407  $  606,443  $  (506,411)     $  (205,122)  $(412,080) $  (467,184)
                                                 ==========  ==========  ===========      ===========   =========  ===========


                                                                                                        (continued)

</TABLE>



<PAGE> 99

                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                     NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)

Variable Universal Life-95:
- ---------------------------

<TABLE>
<CAPTION>

                                                             BOND INDEX                            MANAGED EQUITY
                                                            FUND DIVISION                           FUND DIVISION
                                                  ----------------------------------      ---------------------------------
                                                     1997       1996         1995           1997         1996       1995
                                                  ---------  ---------   -----------      ---------   ---------   ---------
<S>                                               <C>        <C>         <C>              <C>         <C>         <C>
Total gross deposits                              $ 312,433  $ 321,458   $   421,967      $ 359,432   $ 395,649   $ 465,063
Transfers between fund divisions and
   General American                                 504,481     20,627        62,346         53,604    (120,443)   (121,086)
Surrenders and withdrawals                         (161,856)  (171,083)   (1,586,477)      (162,045)    (83,215)   (647,675)
                                                  ---------  ---------   -----------      ---------   ---------   ---------

Total gross deposits, transfers between
   fund divisions and surrenders                    655,058    171,002    (1,102,164)       250,991     191,991    (303,698)
                                                  ---------  ---------   -----------      ---------   ---------   ---------

Deductions:
   Premium load charges                              24,355     25,685        32,747         27,564      31,741      38,137
   Cost of insurance and administrative expenses    111,704    119,034       206,477        191,337     187,326     234,100
                                                  ---------  ---------   -----------      ---------   ---------   ---------

      Total deductions                              136,059    144,719       239,224        218,901     219,067     272,237
                                                  ---------  ---------   -----------      ---------   ---------   ---------

Net deposits into (withdrawals from)
   Separate Account                               $ 518,999  $  26,283   $(1,341,388)     $  32,090   $ (27,076)  $(575,935)
                                                  =========  =========   ===========      =========   =========   =========


                                                                                                       (continued)
</TABLE>



<PAGE> 100

               GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                    NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life-95:
- ---------------------------

<TABLE>
<CAPTION>

                                                           ASSET ALLOCATION                        INTERNATIONAL INDEX
                                                            FUND DIVISION                           FUND DIVISION<F*>
                                                 ------------------------------------      ---------------------------------
                                                     1997       1996         1995             1997       1996         1995
                                                 ----------  ----------   -----------      ---------   ---------    --------
<S>                                              <C>         <C>          <C>              <C>         <C>          <C>
Total gross deposits                             $1,571,785  $1,478,021   $ 1,361,239      $ 674,809   $ 657,882    $635,309
Transfers between fund divisions and
   General American                                (542,327)    (26,293)      (10,959)      (244,489)    132,812     302,360
Surrenders and withdrawals                         (261,445)   (117,682)   (1,175,619)       (27,295)   (102,036)    (45,598)
                                                 ----------  ----------   -----------      ---------   ---------    --------

Total gross deposits, transfers between
  fund divisions and surrenders                     768,013   1,334,046       174,661        403,025     688,658     892,071
                                                 ----------  ----------   -----------      ---------   ---------    --------

Deductions:
   Premium load charges                             115,555     113,909       115,321         53,326      52,174      54,639
   Cost of insurance and administrative
     expenses                                       472,278     467,810       559,425        206,172     215,112     211,351
                                                 ----------  ----------   -----------      ---------   ---------    --------

        Total deductions                            587,833     581,719       674,746        259,498     267,286     265,990
                                                 ----------  ----------   -----------      ---------   ---------    --------

Net deposits into (withdrawals from)
   Separate Account                              $  180,180  $  752,327   $  (500,085)     $ 143,527   $ 421,372    $626,081
                                                 ==========  ==========   ===========      =========   =========    ========

<FN>

<F*> This fund was formerly known as the International Equity Fund.

                                                                                                        (continued)

</TABLE>



<PAGE> 101

                 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                      NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life-95:
- --------------------------

<TABLE>
<CAPTION>

                                                                         MID-CAP EQUITY                      SMALL-CAP EQUITY
                                                                        FUND DIVISION<F*>                     FUND DIVISION
                                                              -----------------------------------          ---------------------
                                                                 1997         1996         1995                 1997<F***>
                                                              ---------   -----------   ---------               ----------
<S>                                                           <C>         <C>           <C>                      <C>
Total gross deposits                                          $ 731,205   $   927,388   $ 713,819                $ 81,175
Transfers between fund divisions and
    General American                                           (545,250)     (325,567)   (319,339)                386,732
Surrenders and withdrawals                                      (30,828)      (74,752)    (35,191)                      0
Seed withdrawals <F**>                                                0    (1,494,837)          0                       0
                                                              ---------   -----------   ---------                --------

Total gross deposits, transfers between
   fund divisions and surrenders                                155,127      (967,768)    359,289                 467,907
                                                              ---------   -----------   ---------                --------

Deductions:
   Premium load charges                                          55,258        73,857      57,765                   6,341
   Cost of insurance and administrative expenses                226,846       224,222     228,560                   4,229
                                                              ---------   -----------   ---------                --------

      Total deductions                                          282,104       298,079     286,325                  10,570
                                                              ---------   -----------   ---------                --------

Net deposits into (withdrawals from)
      Separate Account                                        $(126,977)  $(1,265,847)  $  72,964                $457,337
                                                              =========   ===========   =========                ========

<FN>

<F*>  This fund was formerly known as the Special Equity Fund.
<F**> Represents funds distributed to General American Life Insurance Company
      in repayment of seed money used to start the Special Equity Fund in 1993.
<F***>The Small-Cap Equity Fund began operations on May 1, 1997.

                                                                                                      (continued)

</TABLE>



<PAGE> 102

                 GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                      NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life-95:
- ---------------------------

<TABLE>
<CAPTION>

                                                             EQUITY-INCOME                            GROWTH
                                                             FUND DIVISION                         FUND DIVISION
                                                 ----------------------------------     ----------------------------------
                                                    1997         1996       1995           1997        1996        1995
                                                 ----------  ----------  ----------     ----------  ----------  ----------
<S>                                              <C>         <C>         <C>            <C>         <C>         <C>
Total gross deposits                             $1,258,958  $1,399,658  $1,217,315     $1,700,056  $2,077,054  $1,771,614
Transfers between fund divisions and
   General American                                (346,404)     10,733     565,593        124,428    (252,029)    348,401
Surrenders and withdrawals                         (243,196)   (186,491)    (37,075)      (260,054)   (286,745)    (61,341)
                                                 ----------  ----------  ----------     ----------  ----------  ----------

Total gross deposits, transfers between
  fund divisions and surrenders                     669,358   1,223,900   1,745,833      1,564,430   1,438,280   2,058,674
                                                 ----------  ----------  ----------     ----------  ----------  ----------

Deductions:
   Premium load charges                              98,808     111,476     101,562        134,071     165,735     145,300
   Cost of insurance and administrative expenses    470,011     473,165     406,596        606,328     610,838     588,684
                                                 ----------  ----------  ----------     ----------  ----------  ----------

   Total deductions                                 568,819     584,641     508,158        740,399     776,573     733,984
                                                 ----------  ----------  ----------     ----------  ----------  ----------

Net deposits into Separate Account               $  100,539  $  639,259  $1,237,675     $  824,031  $  661,707  $1,324,690
                                                 ==========  ==========  ==========     ==========  ==========  ==========



                                                                                                    (continued)

</TABLE>



<PAGE> 103

               GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                    NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life-95:
- ---------------------------

<TABLE>
<CAPTION>

                                                              OVERSEAS                           ASSET MANAGER
                                                            FUND DIVISION                        FUND DIVISION
                                                 ----------------------------------     --------------------------------
                                                    1997        1996        1995         1997         1996      1995<F*>
                                                 ----------  ----------  ----------     -------     -------     --------
<S>                                              <C>         <C>         <C>            <C>         <C>          <C>
Total gross deposits                             $  927,173  $1,128,054  $  978,388     $ 9,236     $ 3,210      $   24
Transfers between fund divisions and
   General American                                 262,454    (173,088)    156,839       3,098      10,046       3,317
Surrenders and withdrawals                         (121,639)   (163,405)    (33,911)          0           0           0
                                                 ----------  ----------  ----------     -------     -------      ------

Total gross deposits, transfers between
   fund divisions and surrenders                  1,067,988     791,561   1,101,316      12,334      13,256       3,341
                                                 ----------  ----------  ----------     -------     -------      ------

Deductions:
   Premium load charges                              71,458      89,820      79,076         706         248           3
   Cost of insurance and administrative expenses    302,840     289,700     317,551       1,874         896          39
                                                 ----------  ----------  ----------     -------     -------      ------

Total deductions                                    374,298     379,520     396,627       2,580       1,144          42
                                                 ----------  ----------  ----------     -------     -------      ------

Net deposits into Separate Account               $  693,690  $  412,041  $  704,689     $ 9,754     $12,112      $3,299
                                                 ==========  ==========  ==========     =======     =======      ======


<FN>

<F*>The Asset Manager Fund began operations on July 19, 1995.

                                                                                                 (continued)

</TABLE>



<PAGE> 104

                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                    NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life-95:
- ---------------------------

<TABLE>
<CAPTION>

                                                              HIGH INCOME                    WORLDWIDE HARD ASSETS
                                                             FUND DIVISION                     FUND DIVISION<F**>
                                                   ---------------------------------    --------------------------------
                                                     1997        1996       1995<F*>      1997       1996       1995<F*>
                                                   --------    --------     --------    -------     -------     --------
<S>                                                <C>         <C>          <C>         <C>         <C>          <C>
Total gross deposits                               $ 61,425    $ 47,325     $ 6,373     $29,642     $ 7,990      $1,007
Transfers between fund divisions and
   General American                                 (76,243)    146,648      59,489      31,281      63,119         387
                                                   --------    --------     -------     -------     -------      ------

Total gross deposits, transfers between
  fund divisions and surrenders                     (14,818)    193,973      65,862      60,923      71,109       1,394
                                                   --------    --------     -------     -------     -------      ------

Deductions:
   Premium load charges                               4,910       3,747         499       2,223         595          81
   Cost of insurance and administrative expenses     19,821      16,948       2,512       5,330       3,272          87
                                                   --------    --------     -------     -------     -------      ------

      Total deductions                               24,731      20,695       3,011       7,553       3,867         168
                                                   --------    --------     -------     -------     -------      ------

Net deposits into (withdrawals from)
  Separate Account                                 $(39,549)   $173,278     $62,851     $53,370     $67,242      $1,226
                                                   ========    ========     =======     =======     =======      ======

<FN>

<F*> The High Income Fund and Worldwide Hard Assets fund began operations on May
     24, and August 9, 1995, respectively.
<F**>This fund was formerly known as the Gold & Natural Resources Fund.

                                                                                                     (continued)

</TABLE>



<PAGE> 105



                  GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                       NOTES TO FINANCIAL STATEMENTS
                             DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)

Variable General Select Plus:
- -----------------------------

<TABLE>
<CAPTION>
                                                              S & P 500 INDEX                         MONEY MARKET
                                                              FUND DIVISION                          FUND DIVISION
                                                  ------------------------------------   --------------------------------------
                                                      1997         1996         1995         1997         1996         1995
                                                  -----------   ----------    --------   -----------  ------------  -----------
<S>                                               <C>           <C>           <C>        <C>          <C>           <C>
Total gross deposits                              $ 1,229,167   $  475,955    $ 47,504   $11,949,827  $ 18,203,638  $ 3,333,097
Transfers between fund divisions
   and General American                             1,639,191    5,512,487     182,278    (6,333,824)  (13,115,248)  (1,350,435)

Surrenders and withdrawals                         (5,100,149)     (28,210)    (15,259)   (4,042,319)      (15,934)     (10,440)
                                                  -----------   ----------    --------   -----------  ------------  -----------

Total gross deposits, transfers between
  fund divisions and surrenders                    (2,231,791)   5,960,232     214,523     1,573,684     5,072,456    1,972,222
                                                  -----------   ----------    --------   -----------  ------------  -----------


Deductions:
   Premium load charges                                88,924       35,750      11,884       870,893     1,315,430      232,745
   Cost of insurance and administrative expenses      158,092       63,207      21,050       158,166       126,052       88,973
                                                  -----------   ----------    --------   -----------  ------------  -----------


     Total deductions                                 247,016       98,957      32,934     1,029,059     1,441,482      321,718
                                                  -----------   ----------    --------   -----------  ------------  -----------
Net deposits into (withdrawals from)
  Separate Account                                $(2,478,807)  $5,861,275    $181,589   $   544,625  $  3,630,974  $ 1,650,504
                                                  ===========   ==========    ========   ===========  ============  ===========

                                                                                                                    (continued)
</TABLE>


<PAGE> 106

             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable General Select Plus:
- -----------------------------

<TABLE>
<CAPTION>
                                                                BOND INDEX                          MANAGED EQUITY
                                                               FUND DIVISION                        FUND DIVISION
                                                   ------------------------------------    --------------------------------
                                                       1997         1996         1995        1997        1996        1995
                                                   -----------   ----------    --------    --------    --------     -------
<S>                                                <C>           <C>           <C>         <C>         <C>          <C>
Total gross deposits                               $   170,971   $   68,383    $  9,129    $225,421    $131,764     $ 9,302
Transfers between fund divisions
   and General American                                109,381    4,780,139      57,441      49,038     170,404      60,563
Surrenders and withdrawals                          (4,675,478)      (5,060)    (12,416)    (28,866)          0           0
                                                   -----------   ----------    --------    --------    --------     -------

Total gross deposits, transfers between
  fund divisions and surrenders                     (4,395,126)   4,843,462      54,154     245,593     302,168      69,865
                                                   -----------   ----------    --------    --------    --------     -------


Deductions:
   Premium load charges                                 12,639        5,137         614      16,872       9,560         645
   Cost of insurance and administrative expenses        24,838       16,027       1,862      24,211      11,739       1,602
                                                   -----------   ----------    --------    --------    --------     -------

     Total deductions                                   37,477       21,164       2,476      41,083      21,299       2,247
                                                   -----------   ----------    --------    --------    --------     -------

Net deposits into (withdrawals from)
   Separate Account                                $(4,432,603)  $4,822,298    $ 51,678    $204,510    $280,869     $67,618
                                                   ===========   ==========    ========    ========    ========     =======

                                                                                                                 (continued)
</TABLE>


<PAGE> 107

               GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                    NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable General Select Plus:
- -----------------------------
<TABLE>
<CAPTION>
                                                           ASSET ALLOCATION                    INTERNATIONAL INDEX
                                                            FUND DIVISION                       FUND DIVISION<F*>
                                                   --------------------------------     --------------------------------
                                                     1997        1996       1995          1997        1996        1995
                                                   --------    --------   ---------     --------    --------    --------
<S>                                                <C>         <C>        <C>           <C>         <C>         <C>
Total gross deposits                               $225,188    $170,662     (34,323)    $273,454    $181,044    $ 76,251
Transfers between fund divisions
   and General American                              92,485     (27,308)   (131,408)     190,371      32,353      76,707
Surrenders and withdrawals                          (48,400)    (26,276)    (10,179)     (47,175)    (10,048)     (4,465)
                                                   --------    --------   ---------     --------    --------    --------

Total gross deposits, transfers between
  fund divisions and surrenders                     269,273     117,078    (175,910)     416,650     203,349     148,493
                                                   --------    --------   ---------     --------    --------    --------


Deductions:
   Premium load charges                              17,168      12,611       6,512       19,728      13,690       7,697
   Cost of insurance and administrative expenses     67,268      52,342      39,594       37,091      23,940      16,684
                                                   --------    --------   ---------     --------    --------    --------

     Total deductions                                84,436      64,953      46,106       56,819      37,630      24,381
                                                   --------    --------   ---------     --------    --------    --------

Net deposits into (withdrawals from)
   Separate Account                                $184,837    $ 52,125   $(222,016)    $359,831    $165,719    $124,112
                                                   ========    ========   =========     ========    ========    ========

<FN>
<F*>This fund was formerly known as the International Equity Fund.

                                                                                                             (continued)
</TABLE>


<PAGE> 108

             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable General Select Plus:
- -----------------------------
<TABLE>
<CAPTION>
                                                            MID-CAP EQUITY                     SMALL-CAP EQUITY
                                                           FUND DIVISION<F*>                    FUND DIVISION
                                                   --------------------------------            ----------------
                                                     1997        1996        1995                 1997<F**>
                                                   --------    --------    --------               ---------
<S>                                                <C>         <C>         <C>                     <C>
Total gross deposits                               $376,253    $191,049    $ 81,787                $ 59,270
Transfers between fund divisions
   and General American                             301,956     (58,467)     76,580                 326,392
Surrenders and withdrawals                          (53,267)    (52,717)    (11,584)                      0
                                                   --------    --------    --------                --------

Total gross deposits, transfers between
   fund divisions and surrenders                    624,942      79,865     146,783                 385,662
                                                   --------    --------    --------                --------

Deductions:
   Premium load charges                              29,256      13,676      12,214                   4,711
   Cost of insurance and administrative expenses     40,346      26,565      21,651                   3,518
                                                   --------    --------    --------                --------

     Total deductions                                69,602      40,241      33,865                   8,229
                                                   --------    --------    --------                --------

Net deposits into Separate Account                 $555,340    $ 39,624    $112,918                $377,433
                                                   ========    ========    ========                ========
<FN>
<F*> This fund was formerly known as the Special Equity Fund.
<F**>The Small-Cap Equity Fund began operations on May 1, 1997.

                                                                                                 (continued)
</TABLE>


<PAGE> 109


            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                 NOTES TO FINANCIAL STATEMENTS
                      DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable General Select Plus:
- -----------------------------

<TABLE>
<CAPTION>
                                                           EQUITY-INCOME                             GROWTH
                                                           FUND DIVISION                          FUND DIVISION
                                                 ----------------------------------     ----------------------------------
                                                    1997        1996         1995          1997        1996        1995
                                                 ----------  ----------    --------     ----------  ----------   ---------
<S>                                              <C>         <C>           <C>          <C>         <C>          <C>
Total gross deposits                             $1,043,306  $  673,157    $285,714     $1,354,928  $  899,999   $ 392,035
Transfers between fund divisions and
   General American                                 658,129     638,476     446,973        957,813     888,367     225,243
Surrenders and withdrawals                         (148,279)    (10,403)    (62,763)      (268,257)    (48,837)   (161,933)
                                                 ----------  ----------    --------     ----------  ----------   ---------

Total gross deposits, transfers between
  fund divisions and surrenders                   1,553,156   1,301,230     669,924      2,044,484   1,739,529     455,345
                                                 ----------  ----------    --------     ----------  ----------   ---------


Deductions:
   Premium load charges                              78,543      53,024      20,534        101,854      69,694      34,454
   Cost of insurance and administrative expenses    163,469     112,967      58,881        206,497     136,072      82,849
                                                 ----------  ----------    --------     ----------  ----------   ---------

     Total deductions                               242,012     165,991      79,415        308,351     205,766     117,303
                                                 ----------  ----------    --------     ----------  ----------   ---------

Net deposits into Separate Account               $1,311,144  $1,135,239    $590,509     $1,736,133  $1,533,763   $ 338,042
                                                 ==========  ==========    ========     ==========  ==========   =========

                                                                                                             (continued)
</TABLE>


<PAGE> 110


           GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
               NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable General Select Plus:
- -----------------------------
<TABLE>
<CAPTION>
                                                               OVERSEAS                          ASSET MANAGER
                                                             FUND DIVISION                       FUND DIVISION
                                                   --------------------------------     --------------------------------
                                                     1997        1996        1995        1997        1996       1995<F*>
                                                   --------    --------    --------     -------     -------     --------
<S>                                                <C>         <C>         <C>          <C>         <C>         <C>
Total gross deposits                               $763,625    $385,284    $154,142     $53,004     $ 8,754     $   255
Transfers between fund divisions
   and General American                             265,722     271,694     200,230       3,027      26,425      15,583
Surrenders and withdrawals                          (56,432)    (45,712)    (55,346)     (2,184)     (2,067)          0
                                                   --------    --------    --------     -------     -------     -------

Total gross deposits, transfers between
   fund divisions and surrenders                    972,915     611,266     299,026      53,847      33,112      15,838
                                                   --------    --------    --------     -------     -------     -------


Deductions:
   Premium load charges                              57,640      29,621      13,147       3,927         670          10
   Cost of insurance and administrative expenses     71,616      46,151      31,516       3,625       1,631          56
                                                   --------    --------    --------     -------     -------     -------

     Total deductions                               129,256      75,772      44,663       7,552       2,301          66
                                                   --------    --------    --------     -------     -------     -------

Net deposits into Separate Account                 $843,659    $535,494    $254,363     $46,295     $30,811     $15,772
                                                   ========    ========    ========     =======     =======     =======
<FN>
<F*> The Asset Manager Fund began operations on July 19, 1995.
                                                                                                            (continued)
</TABLE>


<PAGE> 111



           GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                NOTES TO FINANCIAL STATEMENTS
                      DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable General Select Plus:
- -----------------------------
<TABLE>
<CAPTION>
                                                              HIGH INCOME                      WORLDWIDE HARD ASSETS
                                                             FUND DIVISION                      FUND DIVISION<F**>
                                                   ---------------------------------   ------------------------------------
                                                     1997        1996       1995<F*>     1997        1996          1995<F*>
                                                   --------    --------     --------   --------     -------        --------
<S>                                                <C>         <C>          <C>        <C>          <C>              <C>
Total gross deposits                               $201,994    $ 91,307     $   603    $ 22,621     $ 1,869          $0
Transfers between fund divisions and
   General American                                 207,353     278,491      68,178       1,823      45,785           0
Surrenders and withdrawals                           (6,433)          0           0     (36,871)          0           0
                                                   --------    --------     -------    --------     -------          --

Total gross deposits, transfers between
  fund divisions and surrenders                     402,914     369,798      68,781     (12,427)     47,654           0
                                                   --------    --------     -------    --------     -------          --

Deductions:
   Premium load charges                              15,004       7,156          37       1,715         175           0
   Cost of insurance and administrative expenses     25,526      12,823       1,198         890       1,041           0
                                                   --------    --------     -------    --------     -------          --

     Total deductions                                40,530      19,979       1,235       2,605       1,216           0
                                                   --------    --------     -------    --------     -------          --

Net deposits into (withdrawals from)
   Separate Account                                $362,384    $349,819     $67,546    $(15,032)    $46,438          $0
                                                   ========    ========     =======    ========     =======          ==

<FN>

<F*> The High Income Fund and Worldwide Hard Assets Fund began operations on May
     24, and August 9, 1995, respectively.
<F**>This fund was formerly known as the Gold & Natural Resources Fund.

                                                                                                            (continued)
</TABLE>

<PAGE> 112

              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable General Select Plus:
- -----------------------------

<TABLE>
<CAPTION>
                                                       MULTI-STYLE                          AGGRESSIVE
                                                          EQUITY           CORE BOND          EQUITY            NON-US
                                                      FUND DIVISION      FUND DIVISION     FUND DIVISION     FUND DIVISION
                                                      -------------      -------------     -------------     -------------
                                                         1997<F*>           1997<F*>          1997<F*>          1997<F*>
                                                      -------------      -------------     -------------     -------------
<S>                                                      <C>               <C>               <C>               <C>
Total gross deposits                                     $ 80,451          $ 17,978          $ 54,099          $ 42,059
Transfers between fund divisions and
   General American                                       532,364           215,118           281,507           276,242
                                                         --------          --------          --------          --------

Total gross deposits and transfers
    between fund divisions                                612,815           233,096           335,606           318,301
                                                         --------          --------          --------          --------


Deductions:
   Premium load charges                                     5,866             1,346             3,761             3,283
   Cost of insurance and administrative expenses            8,425             2,474             3,632             3,028
                                                         --------          --------          --------          --------

      Total deductions                                     14,291             3,820             7,393             6,311
                                                         --------          --------          --------          --------

Net deposits into Separate Account                       $598,524          $229,276          $328,213          $311,990
                                                         ========          ========          ========          ========

<FN>

<F*>The Multi-Style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and
    Non-US Fund began operations on January 2, 1997.

                                                                                                            (continued)
</TABLE>



<PAGE> 113

             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life - 100:<F*>
- ----------------------------------
<TABLE>
<CAPTION>
                                                             S & P 500 INDEX                        MONEY MARKET
                                                              FUND DIVISION                         FUND DIVISION
                                                 ------------------------------------   ---------------------------------------
                                                    1997          1996         1995        1997          1996          1995
                                                 ----------    ----------    --------   -----------   -----------   -----------
<S>                                              <C>           <C>           <C>        <C>           <C>           <C>
Total gross deposits                             $1,995,433    $  606,419    $ 16,519   $ 8,679,144   $ 7,989,872   $ 2,385,983
Transfers between fund divisions and
   General American                               2,177,143     1,285,071     172,340    (7,303,949)   (6,898,282)   (1,031,031)
Surrenders and withdrawals                          (68,513)      (12,850)          0        (3,421)         (242)            0
                                                 ----------    ----------    --------   -----------   -----------   -----------

Total gross deposits, transfers between
  fund divisions and surrenders                   4,104,063     1,878,640     188,859     1,371,774     1,091,348     1,354,952
                                                 ----------    ----------    --------   -----------   -----------   -----------


Deductions:
   Premium load charges                              66,092        20,294         458       286,729       250,193        73,630
   Cost of insurance and administrative expenses    671,147       258,742       9,056       599,119       502,668       124,621
                                                 ----------    ----------    --------   -----------   -----------   -----------

     Total deductions                               737,239       279,036       9,514       885,848       752,861       198,251
                                                 ----------    ----------    --------   -----------   -----------   -----------

Net deposits into Separate Account               $3,366,824    $1,599,604    $179,345   $   485,926   $   338,487   $ 1,156,701
                                                 ==========    ==========    ========   ===========   ===========   ===========
<FN>
<F*>The Variable Universal Life 100 product was introduced in 1995, and the
    first deposit was received on June 7, 1995.

                                                                                                                    (continued)
</TABLE>


<PAGE> 114


             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                 NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life - 100:<F*>
- ----------------------------------
<TABLE>
<CAPTION>
                                                              BOND INDEX                        MANAGED EQUITY
                                                            FUND DIVISION                       FUND DIVISION
                                                   --------------------------------    --------------------------------
                                                     1997        1996        1995        1997        1996        1995
                                                   --------    --------     -------    --------    --------     -------
<S>                                                <C>         <C>          <C>        <C>         <C>          <C>
Total gross deposits                               $184,259    $ 58,468     $ 2,634    $228,756    $102,809     $ 1,658
Transfers between fund divisions and
   General American                                 265,500     257,285      16,903     432,012     120,203      21,497
Surrenders and withdrawals                           (4,282)     (2,419)          0     (13,613)       (413)          0
                                                   --------    --------     -------    --------    --------     -------

Total gross deposits, transfers between
  fund divisions and surrenders                     445,477     313,334      19,537     647,155     222,599      23,155
                                                   --------    --------     -------    --------    --------     -------


Deductions:
   Premium load charges                               6,186       1,906          79       7,603       3,442          48
   Cost of insurance and administrative expenses     57,817      31,767         862      96,349      36,945       2,150
                                                   --------    --------     -------    --------    --------     -------

     Total deductions                                64,003      33,673         941     103,952      40,387       2,198
                                                   --------    --------     -------    --------    --------     -------


Net deposits into Separate Account                 $381,474    $279,661     $18,596    $543,203    $182,212     $20,957
                                                   ========    ========     =======    ========    ========     =======

<FN>
<F*>The Variable Universal Life 100 product was introduced in 1995, and the
    first deposit was received on June 7, 1995.

                                                                                                            (continued)
</TABLE>



<PAGE> 115

              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                   NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)

Variable Universal Life - 100:<F*>
- ----------------------------------
<TABLE>
<CAPTION>
                                                           ASSET ALLOCATION                  INTERNATIONAL INDEX
                                                            FUND DIVISION                     FUND DIVISION<F**>
                                                   --------------------------------    --------------------------------
                                                     1997        1996        1995        1997        1996        1995
                                                   --------    --------     -------    --------    --------     -------
<S>                                                <C>         <C>          <C>        <C>         <C>          <C>
Total gross deposits                               $297,431    $ 91,429     $   926    $380,598    $202,195     $20,494
Transfers between fund divisions and
   General American                                 423,970     233,391      12,569     259,917     315,663      27,674
Surrenders and withdrawals                           (7,250)       (906)          0     (12,338)     (2,005)          0
                                                   --------    --------     -------    --------    --------     -------

Total gross deposits, transfers between
  fund divisions and surrenders                     714,151     323,914      13,495     628,177     515,853      48,168
                                                   --------    --------     -------    --------    --------     -------


Deductions:
   Premium load charges                              10,273       3,162          30      12,990       6,724         656
   Cost of insurance and administrative expenses    159,083      38,520         488     138,712      79,260       8,108
                                                   --------    --------     -------    --------    --------     -------

     Total deductions                               169,356      41,682         518     151,702      85,984       8,764
                                                   --------    --------     -------    --------    --------     -------

Net deposits into Separate Account                 $544,795    $282,232     $12,977    $476,475    $429,869     $39,404
                                                   ========    ========     =======    ========    ========     =======
<FN>
<F*> The Variable Universal Life 100 product was introduced in 1995, and the
     first deposit was received on June 7, 1995.
<F**>This fund was formerly known as the International Equity Fund.
                                                                                                            (continued)

</TABLE>


<PAGE> 116

             GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life-100:<F*>
- --------------------------------
<TABLE>
<CAPTION>
                                                            MID-CAP EQUITY                     SMALL-CAP EQUITY
                                                            FUND DIVISION<F**>                  FUND DIVISION
                                                   --------------------------------            ----------------
                                                     1997        1996        1995                 1997<F***>
                                                   --------    --------     -------               ----------
<S>                                                <C>         <C>          <C>                    <C>
Total gross deposits                               $405,467    $232,270     $18,525                $ 48,912
Transfers between fund divisions and
   General American                                 129,102     228,709      34,407                 254,044
Surrenders and withdrawals                          (15,375)     (5,591)          0                       0
                                                   --------    --------     -------                --------

Total gross deposits, transfers between
   fund divisions and surrenders                    519,194     455,388      52,932                 302,956
                                                   --------    --------     -------                --------


Deductions:
   Premium load charges                              13,537       7,772         598                   1,579
   Cost of insurance and administrative expenses    140,909      82,326       8,384                   7,052
                                                   --------    --------     -------                --------

     Total deductions                               154,446      90,098       8,982                   8,631
                                                   --------    --------     -------                --------

Net deposits into Separate Account                 $364,748    $365,290     $43,950                $294,325
                                                   ========    ========     =======                ========


<FN>
<F*>  The Variable Universal Life 100 product was introduced in 1995, and the
      first deposit was received on June 7, 1995.
<F**> This fund was formerly known as the Special Equity Fund.
<F***>The Small-Cap Equity Fund began operations on May 1, 1997.

                                                                                                (continued)
</TABLE>


<PAGE> 117

               GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                    NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life - 100:<F*>
- ----------------------------------
<TABLE>
<CAPTION>
                                                           EQUITY-INCOME                             GROWTH
                                                           FUND DIVISION                          FUND DIVISION
                                                 ----------------------------------     ----------------------------------
                                                    1997        1996         1995          1997        1996        1995
                                                 ----------  ----------    --------     ----------  ----------    --------
<S>                                              <C>         <C>           <C>          <C>         <C>           <C>
Total gross deposits                             $1,996,233  $  914,095    $ 44,385     $2,402,233  $1,361,304    $ 50,500
Transfers between fund divisions and
   General American                                 792,184   1,521,792     219,488      1,492,743   1,759,062     304,735
Surrenders and withdrawals                          (44,826)     (7,812)          0       (114,282)    (38,619)          0
                                                 ----------  ----------    --------     ----------  ----------    --------

Total gross deposits, transfers between
  fund divisions and surrenders                   2,743,591   2,428,075     263,873      3,780,694   3,081,747     355,235
                                                 ----------  ----------    --------     ----------  ----------    --------


Deductions:
    Premium load charges                             66,340      29,267       1,400         80,190      44,819       1,424
    Cost of insurance and administrative
      expenses                                      572,720     303,902      21,879        842,557     472,178      25,541
                                                 ----------  ----------    --------     ----------  ----------    --------

      Total deductions                              639,060     333,169      23,279        922,747     516,997      26,965
                                                 ----------  ----------    --------     ----------  ----------    --------

Net deposits into Separate Account               $2,104,531  $2,094,906    $240,594     $2,857,947  $2,564,750    $328,270
                                                 ==========  ==========    ========     ==========  ==========    ========
<FN>
<F*>The Variable Universal Life 100 product was introduced in 1995, and the
    first deposit was received on June 7, 1995.
                                                                                                            (continued)
</TABLE>


<PAGE> 118

            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                 NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life - 100:<F*>
- ----------------------------------
<TABLE>
<CAPTION>
                                                               OVERSEAS                         ASSET MANAGER
                                                            FUND DIVISION                       FUND DIVISION
                                                   --------------------------------    ---------------------------------
                                                     1997        1996        1995        1997        1996      1995<F**>
                                                   --------    --------    --------    --------    --------    ---------
<S>                                                <C>         <C>         <C>         <C>         <C>          <C>
Total gross deposits                               $508,810    $373,593    $ 25,338    $147,295    $ 50,502     $   964
Transfers between fund divisions and
   General American                                 313,710     307,488      82,196     109,004     137,452      30,404
Surrenders and withdrawals                          (22,505)    (13,206)          0      (5,778)     (2,165)          0
                                                   --------    --------    --------    --------    --------     -------

Total gross deposits, transfers between
  fund divisions and surrenders                     800,015     667,875     107,534     250,521     185,789      31,368
                                                   --------    --------    --------    --------    --------     -------


Deductions:
   Premium load charges                              17,197      11,611         762       4,955       1,674          28
   Cost of insurance and administrative expenses    165,254     112,510      12,165      74,461      24,175       1,033
                                                   --------    --------    --------    --------    --------     -------

     Total deductions                               182,451     124,121      12,927      79,416      25,849       1,061
                                                   --------    --------    --------    --------    --------     -------

Net deposits into Separate Account                 $617,564    $543,754    $ 94,607    $171,105    $159,940     $30,307
                                                   ========    ========    ========    ========    ========     =======

<FN>

<F*> The Variable Universal Life 100 product was introduced in 1995, and the
     first deposit was received on June 7, 1995.
<F**>The Asset Manager Fund began operations on July 19, 1995.
                                                                                                            (continued)
</TABLE>


<PAGE> 119

               GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                    NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Variable Universal Life - 100:<F*>
- ----------------------------------
<TABLE>
<CAPTION>
                                                             HIGH INCOME                       WORLDWIDE HARD ASSETS
                                                            FUND DIVISION                       FUND DIVISION<F***>
                                                   ---------------------------------    --------------------------------
                                                     1997        1996      1995<F**>     1997        1996      1995<F**>
                                                   --------    --------    ---------    -------     -------    ---------
<S>                                                <C>         <C>          <C>         <C>         <C>          <C>
Total gross deposits                               $300,761    $158,842     $ 5,221     $63,004     $22,003      $  193
Transfers between fund divisions and
   General American                                 224,109     297,097      65,982      18,216      53,910       8,300
Surrenders and withdrawals                          (20,348)    (11,551)          0      (4,909)     (5,154)          0
                                                   --------    --------     -------     -------     -------      ------

Total gross deposits, transfers between
  fund divisions and surrenders                     504,522     444,388      71,203      76,311      70,759       8,493
                                                   --------    --------     -------     -------     -------      ------


Deductions:
   Premium load charges                              10,110       4,982         174       2,147         712           8
   Cost of insurance and administrative expenses    105,718      57,557       1,693      19,651      13,421         297
                                                   --------    --------     -------     -------     -------      ------

     Total deductions                               115,828      62,539       1,867      21,798      14,133         305
                                                   --------    --------     -------     -------     -------      ------

Net deposits into Separate Account                 $388,694    $381,849     $69,336     $54,513     $56,626      $8,188
                                                   ========    ========     =======     =======     =======      ======

<FN>
<F*>  The Variable Universal Life 100 product was introduced in 1995, and the
      first deposit was received on June 7, 1995.
<F**> The High Income Fund and Gold & Natural Resources Fund began operations on
      May 24, and August 9, 1995, respectively.
<F***>This fund was formerly known as the Gold & Natural Resources Fund.
                                                                                                            (continued)
</TABLE>


<PAGE> 120

           GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 1997

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)


Russell Variable Universal Life:<F*>
- ------------------------------------
<TABLE>
<CAPTION>
                                                   MONEY        MULTI-STYLE        CORE         AGGRESSIVE
                                                   MARKET          EQUITY          BOND           EQUITY        NON-US
                                               FUND DIVISION   FUND DIVISION   FUND DIVISION  FUND DIVISION  FUND DIVISION
                                               -------------   ------------    -------------  -------------  -------------
                                                 1997<F**>       1997<F**>       1997<F**>       1997<F**>     1997<F**>
                                               -------------   ------------    -------------  -------------  -------------
<S>                                             <C>             <C>              <C>            <C>            <C>
Total gross deposits                            $ 4,627,386     $   19,255       $  3,472       $ 12,641       $  8,990
Transfers between fund divisions and
   General American                              (4,374,607)     1,937,967        914,278        987,308        532,277
Surrenders and withdrawals                                0           (328)             0            (94)          (137)
                                                -----------     ----------       --------       --------       --------

Total gross deposits, transfers between
  fund divisions and surrenders                     252,779      1,956,894        917,750        999,855        541,130
                                                -----------     ----------       --------       --------       --------


Deductions:
   Premium load charges                              72,762          1,369              0            822            548
   Cost of insurance and administrative expenses     72,945         19,567         21,735          6,442         10,345
                                                -----------     ----------       --------       --------       --------

     Total deductions                               145,707         20,936         21,735          7,264         10,893
                                                -----------     ----------       --------       --------       --------

Net deposits into Separate Account              $   107,072     $1,935,958       $896,015       $992,591       $530,237
                                                ===========     ==========       ========       ========       ========

<FN>
<F*> Russell Variable Universal Life product was introduced in 1997, and the
     first deposit was received on June 6, 1997.
<F**>The Multi-Style Equity Fund, Core Bond Fund, Aggressive Equity Fund, and
     Non-US Fund began operations on January 2, 1997.
</TABLE>

<PAGE> 121
INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholder of General American Life Insurance Company:

We have audited the accompanying consolidated balance sheets of General American
Life Insurance Company and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of operations, stockholder equity, and cash
flows for each of the years in the three-year period ended December 31, 1997.
These consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of General American
Life Insurance Company and subsidiaries as of December 31, 1997 and 1996, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1997, in conformity with generally
accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 1996 the
Company adopted Statement of Financial Accounting Standards No. 120, ACCOUNTING
AND REPORTING BY MUTUAL LIFE INSURANCE ENTERPRISES AND BY INSURANCE ENTERPRISES
FOR CERTAIN LONG-DURATION PARTICIPATING CONTRACTS.






St. Louis, Missouri
March 5, 1998




<PAGE> 122

GENERAL AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                             AS OF DECEMBER 31

ASSETS                                                      1997           1996
<S>                                                     <C>             <C>
Fixed maturities:
     Available-for-sale, at fair value                  $ 9,115,519      6,758,309
Mortgage loans, net                                       2,140,262      2,273,627
Real estate, net                                            140,145        203,767
Equity securities, at fair value                             24,211         20,905
Policy loans                                              2,073,152      1,917,861
Short-term investments                                      190,374         55,594
Other invested assets                                       243,921        183,612
                                                        -----------     ----------
          Total investments                              13,927,584     11,413,675
Cash and cash equivalents                                   358,879        142,724
Accrued investment income                                   168,592        148,419
Reinsurance recoverables and other contract deposits      4,117,958      3,264,644
Deferred policy acquisition costs                           695,253        652,251
Other assets                                                488,582        442,139
Separate account assets                                   4,118,860      2,833,258
                                                        -----------     ----------
          Total assets                                  $23,875,708     18,897,110
                                                        ===========     ==========

LIABILITIES AND STOCKHOLDER EQUITY

Policy and contract liabilities:
     Future policy benefits                            $  4,933,787      4,238,033
     Policyholder account balances:
          Universal life                                  2,534,744      1,960,726
          Annuities                                       4,161,946      4,321,241
     Pension funds                                        4,732,400      2,778,834
     Policy and contract claims                             458,606        352,433
     Dividends payable to policyholders                     113,525        103,019
                                                        -----------     ----------
          Total policy and contract liabilities          16,935,008     13,754,286
Amounts payable to reinsurers                               310,592        142,661
Long-term debt and notes payable                            214,477        295,614
Other liabilities and accrued expenses                      826,868        670,109
Deferred tax liability                                       89,046         43,277
Separate account liabilities                              4,112,666      2,810,907
                                                        -----------     ----------
          Total liabilities                              22,488,657     17,716,854
Minority interests                                          216,555        182,469
Stockholder equity:
     Common stock, $1 par value, 5,000,000 shares
       authorized, 3,000,000 shares issued and
       outstanding in 1997 and 0 in 1996                      3,000           -
     Additional paid in capital                               3,000           -
     Retained earnings                                    1,055,233        963,230
     Foreign currency translation adjustments,
       net of taxes                                         (19,481)       (15,810)
     Unrealized gain on investments, net of taxes           128,744         50,367
                                                        -----------     ----------
          Total stockholder equity                        1,170,496        997,787
                                                        -----------     ----------
          Total liabilities and stockholder equity      $23,875,708     18,897,110
                                                        ===========     ==========

</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




<PAGE> 123


GENERAL AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                         YEARS ENDED DECEMBER 31

REVENUES                                                       1997                 1996                1995
<S>                                                         <C>                  <C>                 <C>
Insurance premiums and other considerations                 $1,768,169           1,623,228           1,498,013
Net investment income                                          945,542             806,883             676,404
Ceded commissions                                               44,902              27,538              18,523
Other income                                                   362,160             280,803             182,193
Net realized investment gains                                   28,538              24,531             280,756
                                                             ---------           ---------           ---------
     Total revenues                                          3,149,311           2,762,983           2,655,889

BENEFITS AND EXPENSES

Policy benefits                                              1,528,333           1,379,803           1,150,188
Interest credited to policyholder account balances             345,937             262,532             192,522
                                                             ---------           ---------           ---------
          Total policyholder benefits                        1,874,270           1,642,335           1,342,710

Dividends to policyholders                                     182,146             171,904             264,658
Policy acquisition costs                                       168,045             143,094             138,811
Other insurance and operating expenses                         739,814             642,636             522,986
                                                             ---------           ---------           ---------
          Total benefits and expenses                        2,964,275           2,599,969           2,269,165
                                                             ---------           ---------           ---------
          Income before provision for income taxes
          and minority interest                                185,036             163,014             386,724
                                                             ---------           ---------           ---------
Income tax provision (benefit):
     Current                                                    65,778              45,902             115,769
     Deferred                                                     (113)             13,992              29,411
                                                             ---------           ---------           ---------
          Total provision for income taxes                      65,665              59,894             145,180
                                                             ---------           ---------           ---------
          Income before minority interest                      119,371             103,120             241,544

Minority interest in earnings of consolidated subsidiaries     (22,134)            (19,888)            (17,512)
                                                             ---------           ---------           ---------
          Net income                                         $  97,237              83,232             224,032
                                                             =========           =========           =========
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.






<PAGE> 124


GENERAL AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER EQUITY
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                         Foreign
                                                                                         currency       Unrealized
                                                                                        translation    gain (loss) on      Total
                                                  Common     Additional     Retained    adjustments,    investments,   stockholder
                                                   stock   paid in capital  earnings    net of taxes   net of taxes      equity
<S>                                               <C>      <C>              <C>         <C>            <C>             <C>
Balance at December 31, 1994                      $    -         -          646,727        (20,175)        (65,409)        561,143
Net income                                                                  224,032                                        224,032
Foreign currency translation adjustments                                                     5,908                           5,908
Change in unrealized gain (loss) on
     investments, net of tax                                                                               162,864         162,864
Other, net                                                                    3,136                                          3,136
                                                  --------------------------------------------------------------------------------
Balance at December 31, 1995                           -         -          873,895        (14,267)         97,455         957,083
Net income                                                                   83,232                                         83,232
Foreign currency translation adjustments                                                    (1,543)                         (1,543)
Change in unrealized gain (loss) on
     investments, net on tax                                                                               (47,088)        (47,088)
Other, net                                                                    6,103                                          6,103
                                                  --------------------------------------------------------------------------------
Balance at December 31, 1996                           -         -          963,230        (15,810)         50,367         997,787
Net income                                                                   97,237                                         97,237
Foreign currency translation adjustments                                                    (3,671)                         (3,671)
Change in unrealized gain (loss) on
     investments, net of tax                                                                                78,377          78,377
Issuance of common stock                           3,000       3,000         (6,000)                                          -
Dividend to parent                                                           (4,480)                                        (4,480)
Other, net                                                                    5,246                                          5,246
                                                  --------------------------------------------------------------------------------
Balance at December 31, 1997                      $3,000       3,000      1,055,233        (19,481)        128,744       1,170,496
                                                  ================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.






<PAGE> 125


<TABLE>
<CAPTION>

GENERAL AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

                                                                                   YEARS ENDED DECEMBER 31
<S>                                                                    <C>                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                      1997                 1996                1995

Net income                                                            $    97,237               83,232             224,032
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
     Change in:
       Accrued investment income                                          (20,568)             (16,275)            (22,202)
       Reinsurance recoverables and other contract deposits              (838,390)            (159,713)            262,054
       Deferred policy acquisition costs                                 (113,040)             (87,249)            (23,141)
       Other assets                                                       (61,796)             (51,444)            (67,650)
       Future policy benefits                                             693,052              330,511             399,261
       Policy and contract claims                                         105,503               14,652              74,173
       Other liabilities and accrued expenses                             319,787               65,184             184,756
       Deferred income taxes                                                 (113)              13,992              29,411
     Policyholder considerations                                         (137,163)            (144,748)           (140,475)
     Interest credited to policyholder account balances                   345,937              262,532             192,522
     Amortization and depreciation                                         32,744               28,375              19,196
     Net realized investment (gains)                                      (28,538)             (24,531)           (280,756)
     Other, net                                                               372              (14,554)              2,488
                                                                      -----------           ----------          ----------
Net cash provided by operating activities                                 395,024              299,964             853,669
                                                                      -----------           ----------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from investments sold or redeemed:
 Fixed maturities available-for-sale                                    2,070,743            1,822,169           1,482,122
 Mortgage loans                                                           594,151              182,650             206,520
 Equity securities                                                         31,602               13,427             468,143
 Short-term and other invested assets                                     163,393               84,748             414,102
Cost of investments purchased:
 Fixed maturities available-for-sale                                   (4,463,100)          (3,428,943)         (3,010,016)
 Fixed maturities held-to-maturity                                              -                    -              (3,068)
 Equity securities                                                        (47,283)             (39,553)            (89,062)
 Short-term and other invested assets                                    (293,857)             (97,426)            (16,471)
 Mortgage loan originations                                              (438,959)            (593,438)           (431,043)
Maturity of fixed maturities held-to-maturity                                   -                    -               6,365
Maturity of fixed maturities available-for-sale                           281,736              225,087              75,518
Increase in policy loans, net                                            (153,399)            (210,624)           (211,526)
Investments in subsidiaries                                                (6,032)              (4,807)           (126,363)
                                                                      -----------           ----------          ----------
Net cash used in investing activities                                  (2,261,005)          (2,046,710)         (1,234,779)
                                                                      -----------           ----------          ----------
CASH FLOWS FROM FINANCING ACTIVITIES

Net policyholder account and contract deposits                          2,121,488            1,632,495             294,685
Issuance of debt                                                            1,857              106,903             100,219
Repayment of debt                                                         (80,606)             (19,497)             (4,800)
Dividends                                                                  (2,112)              (1,832)             (4,376)
Other, net                                                                 46,829               26,770              17,498
                                                                      -----------           ----------          ----------

Net cash provided by financing activities                               2,087,456            1,744,839             403,226
                                                                      -----------           ----------          ----------

Effect of exchange rate changes                                            (5,320)                (266)              5,908
                                                                      -----------           ----------          ----------
Net increase (decrease) in cash and cash equivalents                      216,155               (2,173)             28,024
                                                                      -----------           ----------          ----------
Cash and cash equivalents at beginning of year                            142,724              144,897             116,873

                                                                      -----------           ----------          ----------
Cash and cash equivalents at end of year                              $   358,879              142,724             144,897
                                                                      ===========           ==========          ==========
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.






<PAGE> 126

GENERAL AMERICAN LIFE INSURANCE COMPANY AND SUBSIDIARIES

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REORGANIZATION

In September 1996, the Board of Directors of General American Life Insurance
Company (General  American) adopted the Reorganization Plan (Plan) which
authorized the reorganization (Reorganization) of General American into a mutual
insurance holding company structure.  The Missouri Department of Insurance held
a public hearing on the Reorganization on December 19, 1996 and approved the
Plan on January 24, 1997.  The policyholders of General American approved the
Plan on January 28, 1997 and the Reorganization became effective on April 24,
1997 (effective date).  General American was the first company to obtain
approval and to form a mutual insurance holding company under the Missouri
Mutual Holding Company Statute.

Pursuant to the Reorganization, General American (the Company)  (i) formed
General American Mutual Holding Company (GAMHC) as a mutual insurance holding
company under the insurance laws of the State of Missouri, (ii) formed
GenAmerica Corporation (GenAmerica) as an intermediate stock holding company
under the general laws of the State of Missouri, and (iii) amended and restated
its Charter and Articles of Incorporation to authorize the issuance of capital
stock and the continuance of its existence as a stock life insurance company
under the same name.  GAMHC may, among other things, elect all of the directors
of GenAmerica and approve matters submitted for shareholder approval.  As of the
effective date of the Reorganization, the membership interests and the
contractual rights of the policyholders of the Company  were separated - the
membership interests automatically became, by operation of law, membership
interests in GAMHC and the contractual rights remained with the Company.  Each
person who becomes the owner of a designated policy or contract of insurance or
annuity issued by the Company after the effective date of the Reorganization
(subject to certain exceptions and conditions set forth in the Articles of
Incorporation of GAMHC) will become a member of GAMHC and have a membership
interest in GAMHC by operation of law so long as such policy or contract remains
in force.  The membership interests in GAMHC follow, and are not severable, from
the insurance policy or annuity contract from which the membership interest in
GAMHC is derived.

The Company issued 3 million shares of its authorized shares of capital stock to
GAMHC in 1997.  GAMHC then contributed all of these to GenAmerica in exchange
for 1 thousand shares of its common stock.  As a result, GenAmerica directly
owns the Company, and GAMHC indirectly owns the Company, through GenAmerica.  In
addition, the Company  capitalized  $3 million of its unassigned surplus to paid
in capital.

The consolidated financial statements include the assets, liabilities, and
results of operations of the Company and its wholly owned subsidiaries, General
American Holding Company, a non-insurance holding company; Cova Corporation, an
insurance holding company; Paragon Life Insurance Company; Security Equity Life
Insurance Company; General Life Insurance Company of America; General Life
Insurance Company, its 63.8 percent owned subsidiary, Reinsurance Group of
America, Incorporated (RGA), an insurance holding company, and its 62.7 percent
owned subsidiary, Conning Corporation.

The Company's principal lines of business, conducted through General American or
one of its subsidiaries, are: Individual Life Insurance, Annuities, Group Life
and Health Insurance, Asset Management, and Reinsurance.  The Company
distributes its products and services primarily through a nationwide network of
general agencies, independent brokers, and group sales and claims offices.  The
Company (including its subsidiaries) is licensed to do business in all fifty
states, twelve Canadian provinces, Puerto Rico, and the District of Columbia.
Through its subsidiaries, the Company has operations in Europe, Pacific Rim
countries, and Latin America.

INITIAL PUBLIC OFFERING

In December 1997, the Company's subsidiary, Conning Corporation (Conning)
successfully completed an Initial Public Offering (IPO) of 2.875 million shares
of its common stock.  Conning received net proceeds of approximately $34.5
million from the offering.  After the IPO, the Company owns 62.7 percent of the
total shares outstanding of Conning's common stock.  The publicly held stock of
Conning is listed on the NASDAQ National Market System

SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements are prepared on the basis of
generally accepted accounting principles (GAAP) and include the accounts of the
Company and its majority owned subsidiaries. Less than majority-owned entities
in which the Company has at least a 20 percent interest are reported on the
equity basis. All significant intercompany accounts and transactions have been
eliminated in consolidation.  The preparation of financial statements requires
the use of estimates by management which affect the amounts reflected in the
financial statements.  Actual results could differ from those estimates.
Accounts that the Company deems to be sensitive to changes in estimates include
future policy benefits and policy and contract claims, deferred acquisition
costs, and investment and deferred tax valuation allowances.

In April 1993, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 40, APPLICABILITY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
TO MUTUAL LIFE INSURANCE AND OTHER ENTERPRISES.  This Interpretation requires
mutual life insurance enterprises which had traditionally issued statutory based
financial statements that had been reported to be in conformity with GAAP, to
apply all authoritative accounting pronouncements in preparing those statements,
effective for periods beginning after December 31, 1994.  In January 1995, the
FASB issued Statement of Financial Accounting Standards No. 120 (SFAS 120),
ACCOUNTING AND REPORTING BY MUTUAL LIFE INSURANCE ENTERPRISES AND BY INSURANCE
ENTERPRISES FOR CERTAIN LONG DURATION PARTICIPATING CONTRACTS, and the American
Institute of Certified Public Accountants (AICPA) issued Statement of Position
95-1 (SOP 95-1), ACCOUNTING FOR CERTAIN INSURANCE ACTIVITIES OF MUTUAL LIFE
ENTERPRISES, which together define the GAAP model for mutual life insurance
enterprises.  These pronouncements define the enterprises and method of
accounting for certain participating life insurance contracts of mutual and
stock life insurance companies that meet the criteria defined in SOP 95-1.  SFAS
120 also deferred implementation of Interpretation No. 40 to be concurrent with
implementation of SFAS 120.  SFAS 120 and SOP 95-1 are effective for financial
statements issued for fiscal years beginning after December 15, 1995.  The
effect of initially applying this new accounting model has been reported
retroactively through restatement of all periods presented.






<PAGE> 127
The significant accounting policies of the Company are as follows:

RECOGNITION OF REVENUE

For traditional life policies, including participating businesses, premiums are
recognized when due, less allowances for estimated uncollectible balances.  For
limited payment contracts, net premiums are recorded as revenue, and the
difference between the gross premium and the net premium is deferred and
recognized in income in a constant relationship to insurance in force over the
estimated policy life. For universal life and annuity products, contract charges
for mortality, surrender, and expense, other than front-end expense charges, are
reported as income when charged to policyholders' accounts.

Other income represents the fees generated from the Company's non-insurance
operations, primarily service and contract fees relating to asset management,
system development, and third-party administration. Amounts are recognized when
earned.

INVESTED ASSETS

FIXED MATURITY AND EQUITY SECURITIES:  Investment securities are accounted for
in accordance with SFAS 115,  ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES.  SFAS 115 requires debt and equity securities to be
classified into categories of available-for-sale, trading securities, or held-
to-maturity depending on an entity's ability and positive intent to hold a
security to maturity.  All of the Company's securities are classified as
available-for-sale.  Fixed maturities available-for-sale are reported at fair
value and are so classified based on the possibility that such securities could
be sold prior to maturity if that action enables the Company to execute its
investment philosophy and appropriately match investment results to operating
and liquidity needs.  Equity securities are carried at fair value.

Realized gains or losses on the sale of securities are determined on the basis
of specific identification. Unrealized gains and losses are recorded, net of
related income tax effects, in a separate component of stockholder equity.

MORTGAGE LOANS: Mortgage loans on real estate are stated at an unpaid principal
balance, net of unamortized discounts and valuation allowances for possible
impairment in value.  The Company discontinues the accrual of interest on
mortgage loans which are more than  90 days delinquent.  Interest received on
nonaccrual mortgage loans is generally reported as interest income.

POLICY LOANS, REAL ESTATE AND OTHER INVESTED ASSETS: Policy loans are carried at
an unpaid principal balance and are generally secured by the cash surrender
value.  Investment real estate which the Company has the intent to hold for the
production of income is carried at depreciated cost, net of writedowns for other
than temporary declines in fair value and encumbrances.  Properties held for
sale (primarily acquired through foreclosure) are carried at the lower of
depreciated cost (fair value at foreclosure plus capital additions less
accumulated depreciation and encumbrances) or fair value.  Adjustments to
carrying value of properties held for sale are recorded in a valuation reserve
when the fair value is below depreciated cost.  The accumulated depreciation and
encumbrances on real estate amounted to $47.0 million and  $53.0 million at
December 31, 1997 and 1996, respectively.  Direct valuation allowances amounted
to $6.7 million and $15.7 million at December 31, 1997 and 1996, respectively.
Other invested assets are principally recorded at fair value.

SHORT-TERM INVESTMENTS: Short-term investments, consisting primarily of money
market instruments and other debt issues purchased with an original maturity of
less than a year, are carried at amortized cost, which approximates fair value.

INVESTED ASSET IMPAIRMENT AND VALUATION ALLOWANCES: Invested assets are
considered impaired when the Company determines that collection of all amounts
due under the contractual terms is doubtful.  The Company adjusts invested
assets to their estimated net realizable value at the point at which it
determines an impairment is other than temporary.  In addition, the Company has
established valuation allowances for mortgage loans and other invested assets.
Valuation allowances for other than temporary impairments in value are netted
against the asset categories to which they apply.  Additions to valuation
allowances are included in realized gains and losses.

The Company recognizes its proportionate share of the resultant gains or losses
on the issuance or repurchase of its subsidiaries' stock as a direct credit or
charge to retained earnings.

CASH AND CASH EQUIVALENTS: For purposes of reporting, cash and cash equivalents
represent cash, demand deposits and highly liquid short-term investments, which
include U.S. Treasury bills, commercial paper, and repurchase agreements with
original or remaining maturities of 90 days or less when purchased.

INVESTMENT INCOME

Bond premium and discounts are amortized into income using the scientific yield
method over the term of the security.  Amortization of the premium or discount
on mortgage-backed securities is recognized using a scientific yield method
which considers the estimated timing and amount of prepayments of underlying
mortgage loans.  Actual prepayment experience is periodically reviewed and
effective yields are adjusted when differences arise between the prepayments
originally anticipated and the actual prepayments received and currently
anticipated.  When such differences occur, the net investment in the
mortgage-backed security is adjusted to the amount that would have existed had
the new effective yield been applied since the acquisition of the security with
a corresponding charge or credit to interest income (the "retrospective
method").

POLICY AND CONTRACT LIABILITIES

For traditional life insurance policies, future policy benefits are computed
using a net level premium method with actuarial assumptions as to mortality,
persistency, and interest established at policy issue.  Assumptions established
at policy issue as to






<PAGE> 128

mortality and persistency are based on industry standards and the Company's
historical experience which, together with interest and expense assumptions,
provide a margin for adverse deviation.  Interest rate assumptions generally
range from 2.5 percent to 11.0 percent.

For participating policies, future policy benefits are computed using a net
level premium method based on the guaranteed cash value basis for mortality and
interest.  Mortality rates are similar to those used for statutory valuation
purposes.  Interest rates generally range from 2.5 percent to 6.0 percent.
Dividend liabilities are established when earned.
When the liabilities for future policy benefits plus the present value of
expected future gross premiums are insufficient to provide for expected policy
benefits and expenses, unrecoverable deferred policy acquisition costs are
written off and thereafter a premium deficiency reserve is established through a
charge to earnings.

Policyholder account balances for universal life and annuity policies are equal
to the policyholder account value before deduction of any surrender charges.
The policyholder account value represents an accumulation of gross premium
payments plus credited interest less expense and mortality charges and
withdrawals.  These expense charges are recognized in income as earned.

The range of  weighted average interest crediting rates used by the Company and
its life insurance subsidiaries were as follows:


<TABLE>
<CAPTION>
                     1997        1996        1995
<S>               <C>         <C>         <C>
Universal life    6.00-7.10%  6.00-7.56%  6.00-7.87%
Annuities         5.70-6.20%  5.70-6.20%  5.69-6.29%
</TABLE>

Accident and health benefits for active lives are calculated using the net level
premium method and assumptions as to future morbidity, withdrawals, and interest
which provide a margin for adverse deviation.  Benefit liabilities for disabled
lives are calculated using the present value of future benefits and experience
assumptions for claim termination, expense, and interest which also provide a
margin for adverse deviation.

POLICY AND CONTRACT CLAIMS

The Company establishes a liability for unpaid claims based on estimates of the
ultimate cost of claims incurred, which is comprised of aggregate case basis
estimates, average claim costs for reported claims, and estimates of unreported
losses based on past experience.  Policy and contract claims include a provision
for both life and accident and health claims.  Management believes the
liabilities for unpaid claims are adequate to cover the ultimate liability;
however, due to the underlying risks and the high degree of uncertainty
associated with the determination of the liability for unpaid claims, the
amounts which will ultimately be paid to settle these liabilities cannot be
determined precisely and may vary from the estimated amount included in the
consolidated balance sheets.

DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new business, which vary with and are primarily related
to the production of new business, have been deferred to the extent that such
costs are deemed recoverable from future profitability of the underlying
business.  Such costs include commissions, premium taxes, as well as certain
other costs of policy issuance and underwriting.

For limited payment and other nonparticipating traditional life insurance
policies, the deferred policy acquisition costs are amortized with interest in
proportion to the ratio of the expected annual premium revenue to the expected
total premium revenue.  Expected future premium revenue is estimated with the
same assumptions used for computing liabilities for future policy benefits for
these policies.

For participating life insurance, universal life, and annuity type contracts,
the deferred policy acquisition costs are amortized over a period of not more
than thirty years in relation to the present value of estimated gross profits
arising from interest margin, cost of insurance, policy administration, and
surrender charges.

The range of average rates of assumed interest used by the Company and its
insurance subsidiaries in estimated gross margins were as follows:

<TABLE>
<CAPTION>
                           1997          1996          1995
<S>                     <C>           <C>           <C>
Participating life         8.17%         8.70%         7.81%
Universal life          6.25-7.79%    6.00-8.20%    6.00-7.56%
Annuities               7.00-7.84%       7.83%         8.04%
</TABLE>

The estimates of expected gross margins are evaluated regularly and are revised
if actual experience or other evidence indicates that revision is appropriate.
Upon revision, total amortization recorded to date is adjusted by a charge or
credit to current earnings.  Under SFAS 115, deferred policy acquisition costs
are adjusted for the impact on estimated gross margins as if the  net unrealized
gains and losses on securities had actually been realized.

REINSURANCE

In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured by ceding risks to other insurance enterprises or
reinsurers under various types of contracts including coinsurance and excess
coverage.  The Company's retention level per individual life ranges between $50
thousand and $2.5 million depending on the entity writing the policy.

The Company assumes and retrocedes financial reinsurance contracts which
represent low mortality risk reinsurance treaties. These contracts are reported
as deposits and are included in reinsurance recoverable/payable in the
accompanying consolidated balance sheet. The amount of revenue reported on these
contracts represents fees and the cost of insurance under the terms of the
reinsurance agreement.






<PAGE> 129
Reinsurance activities are accounted for consistent with terms of the risk
transfer reinsurance contracts.  Premiums ceded to other companies have been
reported as a reduction of premiums.  Amounts applicable to reinsurance ceded
for future policy benefits and claim liabilities have been reported as assets
for these items and commissions and expense allowances received in connection
with reinsurance ceded have been accounted for in income as earned.  Reinsurance
does not relieve the Company from its primary responsibility to meet claim
obligations.  The Company evaluates the financial conditions of its reinsurers
annually.

FEDERAL INCOME TAXES

The Company and certain of its U.S. subsidiaries file a consolidated federal
income tax return.  In order to consolidate, the Company must possess both 80
percent of the total voting power and 80 percent of the value of the stock of
the subsidiary.  Further, even if it meets the 80 percent test, any acquired
life insurance company is not included in the consolidated return until the
acquired company has been a member of the group for five years.  Prior to
satisfying the five-year requirement, the subsidiary files a separate federal
return.  RGA Barbados, a subsidiary of RGA, also files a U.S. tax return.  The
Company's Canadian, Argentine, Australian, Chilean, Mexican, Spanish, and United
Kingdom subsidiaries are taxed under applicable local statutes.  The Company
uses the asset and liability method to record deferred income taxes.
Accordingly, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases, using enacted tax rates, expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled.

SEPARATE ACCOUNT BUSINESS

The assets and liabilities of the separate accounts represent segregated funds
administered and invested by the Company for purposes of funding variable life
insurance and annuity contracts for the exclusive benefit of the contract
holders.  The Company charges the separate accounts for cost  of insurance and
administrative expense associated with a contract and charges related to early
withdrawals by contract holders. The assets and liabilities of the separate
account are carried at fair value.  The Company's participation in the separate
accounts (seed money) is carried at its fair value in the separate account, and
amounted to $6.2  million and $22.3 million at December 31, 1997 and 1996,
respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument.  These
estimates do not reflect any premium or discount that could result from offering
for sale at one time the Company's entire holdings of a particular financial
instrument.  Although fair value estimates are calculated using assumptions that
management believes are appropriate, changes in assumptions could significantly
affect the estimates and such estimates should be used with care.  The following
assumptions were used to estimate the fair value of each class of financial
instrument for which it was practicable to estimate fair value:

INVESTMENT SECURITIES: Fixed maturities are valued using quoted market prices,
if available.  For securities not actively traded, fair values are estimated
using values obtained from independent pricing services or, in the case of
private placements, are estimated by discounting expected future cash flows
using a current market rate applicable to the yield, credit quality, and
maturity of investments. The fair values of equity securities are based on
quoted market prices.

MORTGAGE LOANS: The fair values of mortgage loans are estimated using discounted
cash flow analyses and interest rates currently being offered for similar loans
to borrowers with similar credit ratings.  Loans with similar characteristics
are aggregated for purposes of the calculations.

POLICY LOANS: The fair value of policy loans approximates the carrying value.
The majority of these loans are indexed, with yield tied to a stated return.

POLICYHOLDER ACCOUNT BALANCES ON INVESTMENT TYPE CONTRACTS: Fair values for the
Company's liabilities under investment-type contracts are estimated using
discounted cash flow calculations based on interest rates currently being
offered for similar contracts with maturities consistent with those remaining
for the contracts being valued. For contracts with no defined maturity date, the
carrying value approximates fair value.

SEPARATE ACCOUNT ASSETS AND LIABILITIES: The separate account assets and
liabilities are carried at fair value as determined by the market value of the
underlying segregated investments.

SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS:  The carrying amount is
considered a reasonable estimate of fair value.

LONG-TERM DEBT AND NOTES PAYABLE: The fair value of long-term debt and notes
payable is estimated using discounted cash flow calculations based on interest
rates currently being offered for similar instruments.

Refer to Note 4 for additional information on fair value of financial
instruments.

RECLASSIFICATION
The Company has reclassified the presentation of certain prior period
information to conform with the 1997 presentation.






<PAGE> 130
(2) SIGNIFICANT ACQUISITIONS AND DIVESTITURES

On June 1, 1995, the Company acquired Xerox Life Insurance Companies, now known
as Cova Corporation (Cova).  At acquisition, Cova had total assets of
approximately $635.6 million.  The purchase price of approximately $107.7
million was funded from the Company's operations.

Effective July 31, 1995, the Company entered into a merger arrangement with
Conning Corporation and Subsidiaries (Conning), an investment management firm,
whereby the Company acquired Conning and subsequently contributed Conning and
General American Investment Management Company, a wholly owned subsidiary, to
form Conning Asset Management Company (CAM).  At acquisition, Conning had total
assets of approximately $16.0 million.  The purchase price consisted of
approximately $12.0 million in cash (from the Company's operations) and 3.2
million shares of CAM convertible redeemable preferred stock, with fair value of
approximately $17.0 million.

These transactions were accounted for using the purchase method of accounting.
The results of operations of the acquired entities are included in the
consolidated financial statements subsequent to the respective acquisition
dates.  The excess of cost over fair value of net assets acquired amounted to
approximately $56.6 million and $23.1 million for Cova and Conning,
respectively, and is being amortized over approximately 20 years.
On January 3, 1995, the Company sold its 72 percent ownership in GenCare Health
Systems, Inc. to United HealthCare Corporation.  Proceeds received net of
expenses were $365.0 million and the net realized gain on sale was $170.2
million.

The Company distributed its ownership of its wholly owned subsidiary, Walnut
Street Securities, Inc. (WSS), at December 31, 1997  to GenAmerica. The net book
value of WSS, was $4.48 million at the time of distribution. The revenue and
expenses of WSS are included in the Company's consolidated statement of
operations for 1997.






<PAGE> 131
(3) INVESTMENTS

Fixed maturities and equity securities
The amortized cost and estimated fair value of fixed maturity and equity
securities at December 31, 1997 and 1996 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                           1997

                                                 Gross       Gross     Estimated
                                   Amortized   unrealized  unrealized     fair
                                     cost        gains       losses      value
<S>                                <C>         <C>         <C>         <C>
Available-for-sale:
U. S. Treasury securities          $   48,074       1,125        (27)     49,172
Government agency
obligations                           378,002      84,425     (1,281)    461,146
Corporate securities                5,491,210     319,682    (45,790)  5,765,102
Mortgage-backed securities          2,544,241      45,211    (17,832)  2,571,620
Asset-backed securities               265,725       3,380       (626)    268,479
                                   ----------  ----------  ----------  ---------
Total fixed maturities
  available-for-sale               $8,727,252     453,823    (65,556)  9,115,519
                                   ==========  ==========  ==========  =========
Equity securities                  $   23,558         653          -      24,211
                                   ==========  ==========  ==========  =========
</TABLE>

<TABLE>
<CAPTION>
                                                                            1996

                                                 Gross       Gross     Estimated
                                   Amortized   unrealized  unrealized     fair
                                     cost        gains       losses      value
<S>                                <C>         <C>         <C>         <C>
Available-for-sale:
U. S. Treasury securities          $   28,980         368       (151)     29,197
Government agency
obligations                           343,945      41,324       (970)    384,299
Corporate securities                4,071,775     158,361    (39,623)  4,190,513
Mortgage-backed securities          1,949,717      18,927    (14,386)  1,954,258
Asset-backed securities               198,934       1,599       (491)    200,042
                                   ----------  ----------  ----------  ---------
Total fixed maturities
  available-for-sale               $6,593,351     220,579    (55,621)  6,758,309
                                   ==========  ==========  ==========  =========
Equity securities                  $   21,460       1,137     (1,692)     20,905
                                   ==========  ==========  ==========  =========
</TABLE>

The Company manages its credit risk associated with fixed maturities by
diversifying its portfolio.  At December 31, 1997 and 1996, the Company held no
corporate debt securities or foreign government debt securities of a single
issuer which had a carrying value in excess of 10 percent of stockholder equity.


The amortized cost and estimated fair value of fixed maturities at December 31,
1997, by contractual maturity, are shown below (in thousands).  Expected
maturities may differ from contractual maturities because borrowers may have the
right to call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
                                                                  Estimated
                                                 Amortized           fair
                                                    cost            value
<S>                                            <C>                <C>
Due in one year or less                        $      67,409         67,921
Due after one year through five years              1,279,675      1,303,178
Due after five years through ten years             1,816,231      1,855,188
Due after ten years through twenty years           3,019,696      3,317,612
Mortgage-backed securities                         2,544,241      2,571,620
                                               -------------      ---------
Total                                          $   8,727,252      9,115,519
                                               =============      =========
</TABLE>






<PAGE> 132
The sources of net investment income follow (in thousands):

<TABLE>
<CAPTION>
                           1997       1996       1995
<S>                     <C>           <C>        <C>
Fixed maturities        $  561,709    464,512    368,033
Mortgage loans             194,504    171,781    143,047
Real estate                 34,164     39,062     37,108
Equity securities            1,317        755        622
Policy loans               148,316    133,511    127,920
Short-term investments      16,600     13,979     26,920
Other                       13,943      9,705       (368)
                          --------    -------    -------
Investment revenue         970,553    833,305    703,282
Investment expenses        (25,011)   (26,422)   (26,878)
                          --------    -------    -------
Net investment income   $  945,542    806,883    676,404
                          ========    =======    =======
</TABLE>

Net realized gains (losses) from sales of investments consist of the following
(in thousands):

<TABLE>
<CAPTION>
                                   1997          1996       1995
<S>                             <C>             <C>        <C>
Fixed maturities:
     Realized gains             $   23,969       27,928     30,139
     Realized losses                (16,796)    (10,398)    (9,000)
Equity securities:
     Realized gains                   1,835       6,146    306,142
     Realized losses                 (1,457)       (288)    (5,259)
Other investments, net               20,987       1,143    (41,266)
                                    -------     -------    -------
Net realized investment gains   $    28,538      24,531    280,756
                                    =======     =======    =======
</TABLE>

Included in the net realized losses are permanent write-downs of approximately
$4.8 million during 1997.

A summary of the components of the net unrealized appreciation (depreciation) on
invested assets carried at fair value is as follows (in thousands):


<TABLE>
<CAPTION>
                                                          1997          1996
<S>                                                    <C>            <C>
Unrealized appreciation (depreciation):
     Fixed maturities available-for-sale               $  388,267       164,957
     Equity securities and short-term investments             658           605
     Derivatives                                              888           -
Effect of unrealized appreciation (depreciation) on:
     Deferred policy acquisition costs                   (142,187)      (70,038)
     Present value of future profits                       (2,901)        1,986
Deferred income taxes                                     (91,779)      (36,705)
Other                                                         139           -
Minority interest, net of taxes                           (24,341)      (10,438)
                                                       ----------     ---------
Net unrealized appreciation                            $  128,744        50,367
                                                       ==========     =========
</TABLE>

The Company and its insurance subsidiaries have securities on deposit with
various state insurance departments and regulatory authorities with an amortized
cost of approximately $ 293.5 million and $278.6 million at December 31, 1997
and 1996, respectively.

MORTGAGE LOANS
The Company originates mortgage loans on income-producing properties, such as
apartments, retail and office buildings, light warehouses, and light industrial
facilities.  Loan to value ratios at the time of loan approval are 75 percent or
less.  The Company minimizes risk through a thorough credit approval process and
through geographic and property type diversification.

The Company's mortgage loans were distributed as follows (in thousands):

<TABLE>
<CAPTION>
                                           1997                        1996

                        Carrying      Percent of     Carrying      Percent of
                         Value          Total         Value          Total
<S>                     <C>           <C>            <C>           <C>
Arizona                 $   156,453       7.2%       $   185,575       8.0%
California                  358,443      16.5            378,376      16.4
Colorado                    228,797      10.5            226,531       9.8
Florida                     153,174       7.0            193,570       8.4
Georgia                     131,861       6.1            141,442       6.1
Illinois                    155,184       7.1            183,883       8.0
Maryland                    104,567       4.8             99,944       4.3
Missouri                    100,815       4.6            102,111       4.4
Texas                       191,619       8.8            225,697       9.8
Virginia                     84,140       3.9             92,663       4.0
Other                       513,213      23.5            481,546      20.8
                        -----------   ---------      -----------    --------
Subtotal                  2,178,266     100.0%         2,311,338     100.0%
Valuation reserve           (38,004)                     (37,711)
                        -----------   ---------      -----------    --------
Total                   $ 2,140,262                  $ 2,273,627
                        ===========   =========      ===========    ========
</TABLE>






<PAGE> 133
<TABLE>
<CAPTION>
                                           1997                        1996

                        Carrying      Percent of     Carrying      Percent of
                         Value          Total         Value          Total
<S>                     <C>           <C>            <C>           <C>
Property Type
     Apartment          $   101,038       4.6%       $   131,352       5.7%
     Retail                 903,438      41.5            966,298      41.8
     Office building        622,185      28.6            641,204      27.7
     Industrial             445,253      20.4            479,755      20.8
     Other commercial       106,352       4.9             92,729       4.0
                        -----------   ---------      -----------    --------
     Subtotal             2,178,266     100.0%         2,311,338     100.0%
     Valuation reserve      (38,004)                     (37,711)
                        -----------   ---------      -----------    --------
     Total              $ 2,140,262                  $ 2,273,627
                        ===========   =========      ===========    ========
</TABLE>

An impaired loan is measured at the present value of expected future cash
flows or, alternatively, the observable market price or the fair value of the
collateral.

Mortgage loans which have been non-income producing for the preceding twelve
months were $8.7 million and $5.1 million at December 31, 1997 and 1996,
respectively.  At December 31, 1997 and 1996, the recorded investment in
mortgage loans that were considered impaired under SFAS 114, ACCOUNTING BY
CREDITORS FOR IMPAIRMENT OF A LOAN, was $119.7 million and $86.5 million,
respectively, with related allowances for credit losses of $12.7 million and
$8.0 million, respectively.  The average recorded investment in impaired
loans during 1997 and 1996 was $103.1 million and $107.9 million,
respectively.  For the years ended December 31, 1997, 1996, and 1995, the
Company recognized  $9.7 million, $6.6 million, and $11.9 million,
respectively, of interest income on those impaired loans, which included $9.9
million, $6.7 million, and $12.0 million,  respectively, of interest income
recognized using the cash basis method of income recognition.

The Company has outstanding mortgage loan commitments as of December 31, 1997
totaling $284.6 million.  During 1995, the Company entered into an agreement
whereby approximately $109.8 million of mortgage loans were sold by the
Company for securitization and resale by a financial institution as mortgage
pass-through certificates.  In conjunction with this transaction, the Company
entered into futures positions to hedge against interest rate risk.  The sale
of these mortgage loans resulted in a net loss of approximately $.4 million.
In addition, the close-out of the futures positions related to this
transaction resulted in a net loss of approximately $6.4 million.

DERIVATIVES The Company has a variety of reasons to use derivative
instruments, such as to attempt to protect the Company against possible
changes in the market value of its portfolio as a result of interest rate
changes and to manage the portfolio's effective yield, maturity, and
duration.  The Company does not invest in derivatives for speculative
purposes.  Upon disposition, a realized gain or loss is recognized
accordingly, except when exercising an option contract or taking delivery of
a security underlying a futures contract.  In these instances, the
recognition of gain or loss is postponed until the disposal of the security
underlying the option or futures contract.

Summarized below are the specific types of derivative instruments used by the
Company.

INTEREST RATE SWAPS:  The Company manages interest rate risk on certain
contracts, primarily through the utilization of interest rate swaps.  Under
interest rate swaps, the Company agrees with counterparties to exchange, at
specified intervals, the payments between floating and fixed-rate interest
amounts calculated by reference to notional amounts.  Net interest payments are
recognized within net investment income in the consolidated statements of
operations.



At December 31, 1997, the Company had thirty outstanding interest rate swap
agreements which expire at various dates through 2025.  Under thirteen of the
agreements, the Company receives a fixed rate ranging from 5.975 percent to
7.51 percent on a notional amount of $68.6 million and pays a floating rate
based on London Interbank Offered Rate (LIBOR).  Under the remaining
seventeen outstanding interest rate swap agreements, the Company receives a
floating rate based on LIBOR on a notional amount of $93 million and pays a
fixed rate ranging from 6.495 percent to 8.562 percent.  The estimated fair
value of the agreements was a net loss of approximately $2.5 million which is
not recognized in the accompanying consolidated balance sheet.

At December 31, 1996, the Company had eight outstanding interest rate swap
agreements which expire at various dates through 2025.  Under six of the
agreements, the Company receives a fixed rate ranging from 5.825 percent to
8.31 percent on a notional amount of $25.4 million and pays a floating rate
based on LIBOR.  Under the remaining two outstanding interest rate swap
agreements, the Company receives a floating rate based on LIBOR on a notional
amount of $15 million and pays a fixed rate ranging from 6.52 percent to 6.90
percent.  The estimated fair value of the agreements was a net gain of
approximately $0.3 million which is not recognized in the accompanying
consolidated balance sheet.






<PAGE> 134
CURRENCY SWAPS:  Under foreign currency swaps, the Company agrees with
other parties to exchange at specified intervals, the difference between two
currencies on an exchange rate basis the interest amounts calculated by
reference to an agreed notional principal amount.  The Company uses this
technique for foreign denominated assets to match dollar denominated
liabilities of various fixed income products.  Net interest payments are
recognized within net investment income in the consolidated statements of
operations.

At December 31, 1997 and 1996, the Company had six and two outstanding
currency swap agreements, respectively, which expire at various dates through
2026.  The notional amount was $34.3 million and $13.9 million, respectively.
 The estimated fair value of the agreements was a net loss of $1.3 million
and $2.3 million, respectively, which is not recognized in the accompanying
consolidated balance sheet.

FUTURES:  A futures contract is an agreement involving the delivery of a
particular asset on a specified future date at an agreed upon price.  The
Company generally invests in futures on U.S. Treasury Bonds, U.S. Treasury
Notes, and the S&P 500 Index and typically closes the contract prior to the
delivery date.  These contracts are generally used to manage the portfolio's
effective maturity and duration.


<PAGE> 135
Futures contracts outstanding as of years ending 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                 ($ in thousands)
                     NET (SOLD)
                      PURCHASE  NOTIONAL      FAIR     UNREALIZED
                      POSITION    AMOUNT     VALUE     GAIN(LOSS)
<S>                  <C>        <C>          <C>       <C>
December 31, 1997       (510)    $51,000     60,940      ($907)
December 31, 1996         50      12,500     14,653        404
</TABLE>

OPTIONS:  Currently, the Company buys both exchange-traded and
over-the-counter options based on the S&P 500 Index to support equity indexed
annuity policies. An equity indexed annuity is a product under which
contractholders receive a minimum guaranteed value and also participate in
stock market appreciation. Options are marked to market value quarterly.  The
change in value is reflected in investment income to assure proper matching
of the hedge to changes in the liability.  The amounts involved are not
material.

The Company is exposed to credit related risk in the event of nonperformance
by counterparties to financial instruments but does not expect any
counterparties to fail to meet their obligations.  Where appropriate, master
netting agreements are arranged and collateral is obtained in the form of
rights to securities to lower the Company's exposure to credit risk.  It is
the Company's policy to deal only with highly rated companies.  There are not
any significant concentrations with counterparties.

(4) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 1997 and 1996.  SFAS
107, DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS, defines fair
value of a financial instrument as the amount at which the instrument could
be exchanged in a current transaction between willing parties (in thousands):

<TABLE>
<CAPTION>
                                                        1997                          1996
                                     Carrying      Estimated       Carrying      Estimated
                                      Value       Fair Value        Value       Fair Value
<S>                              <C>              <C>             <C>           <C>
Assets:
  Fixed maturities               $  9,115,519      9,115,519      6,758,309      6,758,309
  Mortgage loans                    2,140,262      2,333,895      2,273,627      2,354,072
  Policy loans                      2,073,152      2,073,152      1,917,861      1,917,861
  Short-term investments              190,374        190,374         55,594         55,594
  Other invested assets               243,921        243,921        183,612        183,628
  Separate account assets           4,118,860      4,118,860      2,833,258      2,833,258
Liabilities:
  Policyholder account
     balances relating to
     investment contracts        $  6,696,690      6,608,068      6,281,967      6,190,919
  Long term debt and
  notes payable                       214,477        222,419        295,614        293,913
  Separate account
  liabilities                       4,112,666      4,112,666      2,810,907      2,810,907
</TABLE>

(5) REINSURANCE

The Company is a major reinsurer to the life and health industry.  The effect
of reinsurance on premiums and other considerations is as follows (in
thousands):

<TABLE>
<CAPTION>
                                                1997           1996          1995
<S>                                         <C>              <C>            <C>
Direct                                      $ 1,120,169      1,097,340      1,069,248
Assumed                                         996,861        827,171        700,152
Ceded                                          (348,861)      (301,283)      (271,387)
                                            -----------      ---------      ---------
Net insurance premiums and other
 considerations                             $ 1,768,169      1,623,228      1,498,013
                                            ===========      =========      =========
</TABLE>

Reinsurance assumed represents approximately $212.5 billion, $160.0 billion,
and  $157.9 billion, of insurance in force at December 31, 1997, 1996, and
1995, respectively.  The amount of ceded insurance in force, including
retrocession, was $50.4 billion, $53.2 billion, and $48.7 billion, for 1997,
1996, and 1995, respectively.






<PAGE> 136
(6) FEDERAL INCOME TAXES

Income tax expense (benefit) attributable to income from operations consists
of the following (in thousands):

<TABLE>
<CAPTION>
                                  1997         1996         1995
<S>                            <C>            <C>          <C>
Current income tax expense     $   65,778      45,902      115,769
Deferred income tax expense
  (benefit)                          (113)     13,992       29,411
                               ----------     -------      -------
Provision for income taxes     $   65,665      59,894      145,180
                               ==========     =======      =======
</TABLE>

Income tax expense attributable to income from operations differed from the
amounts computed by applying the U.S. federal income tax rate of 35 percent
to pre-tax income as a result of the following (in thousands):

<TABLE>
<CAPTION>
                                          1997           1996           1995
<S>                                    <C>              <C>            <C>
Computed "expected" tax expense        $   64,763        57,055        135,353
Increase (decrease) in income tax
   resulting from:
   Surplus tax on mutual life
     insurance companies                    5,325         4,777            -
   Foreign tax rate in excess
     of U.S. tax rate                         556           941            763
   Tax preferred investment
     income                                (6,583)       (7,318)        (5,784)
   State tax net of federal benefit           830           971            292
   GAAP/tax basis difference
     on GenCare sale                          -             -           15,710
   Foreign tax credit                        (594)          -              -
   Goodwill amortization                      956           895            567
   Difference in book vs. tax
     basis in domestic
     subsidiaries                           2,166         2,230          1,547
   Other, net                              (1,754)          343         (3,268)
                                       ----------       -------        -------
Provision for income taxes             $   65,665        59,894        145,180
                                       ==========       =======        =======
</TABLE>

Total income taxes were allocated as follows:

<TABLE>
<CAPTION>
                                          1997           1996           1995
<S>                                    <C>              <C>            <C>
Provision for income taxes             $   65,665        59,894        145,180
Income tax from stockholder equity:
   Unrealized holding gain
     or loss on debt and
     equity securities
     recognized for financial
     reporting purposes                    55,923       (24,612)        99,871
Foreign currency translation              (12,122)          -              -
Other                                        (437)       (1,023)           -
                                       ----------       -------        -------
Total income tax                       $  109,029        34,259        245,051
                                       ==========       =======        =======
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at December 31, 1997 and 1996
are presented below (in thousands):

<TABLE>
<CAPTION>
                                                 1997            1996
<S>                                          <C>               <C>
Deferred tax assets:
   Reserve for future policy benefits        $  149,496        138,848
   Deferred acquisition costs capitalized
      for tax                                   110,418         95,332
   Difference in basis of post retirement
      benefits                                    6,846         13,993
   Net operating loss                            40,915         22,789
   Other, net                                   132,354        106,263
                                             ----------        -------
Gross deferred tax assets                       442,029        377,225
   Less valuation allowance                       1,150          1,299
                                             ----------        -------
Total deferred tax asset after valuation
   allowance                                 $  438,879        375,926
                                             ==========        =======
</TABLE>

<TABLE>
<CAPTION>
                                                 1997            1996
<S>                                          <C>               <C>
Deferred tax liabilities:
   Unrealized gain on investments            $   78,420         63,204
   Deferred acquisition costs capitalized
      for financial reporting                   282,714        246,858
   Difference in the tax basis of
      cash and invested assets                   45,551         19,222
   Other, net                                   121,240         89,919
                                             ----------        -------
Total deferred tax liabilities                  527,925        419,203
                                             ----------        -------
Net deferred tax liability                   $   89,046         43,277
                                             ==========        =======
</TABLE>






<PAGE> 137
The Company has not recognized a deferred tax liability for the
undistributed earnings of its wholly owned foreign subsidiaries because the
Company currently does not expect those unremitted earnings to become taxable
to the Company in the foreseeable future.  This is because the unremitted
earnings will not be repatriated in the foreseeable future, or because those
unremitted earnings that may be repatriated will not be taxable through the
application of tax planning strategies that management would utilize.

As of December 31, 1997, the Company has provided for a 100 percent valuation
allowance against the deferred tax asset related to the net operating losses
of RGA's Australian, Argentine, and UK subsidiaries and Genelco's Spanish and
Mexican subsidiaries.  The Company has provided for a 50 percent valuation
allowance against the deferred tax asset related to International
Underwriting Services' net operating losses which were incurred in separate
return limitation years. Based on income projections for future years, a 50
percent valuation allowance is appropriate.

At December 31, 1997, the Company had capital loss carryforwards of  $.8
million.  During 1997, 1996, and 1995 the Company paid income taxes totaling
approximately $70.8 million, $20.7 million, and $121.7 million, respectively.
At December 31, 1997, the Company's subsidiaries had recognized deferred tax
assets associated with net operating loss carryforwards of approximately
$115.7 million.  The net operating loss and capital losses are expected to be
utilized during the period allowed for carryforwards.

(7) DEFERRED POLICY ACQUISITION COSTS

A summary of the policy acquisition costs deferred and amortized is as
follows (in thousands):

<TABLE>
<CAPTION>
                                              1997       1996       1995
<S>                                       <C>          <C>         <C>
Balance at beginning of year              $  652,251    526,939    664,452
Transfer of present value of future
profits                                       19,279          -          -
Policy acquisition costs deferred            267,008    206,790    163,218
Policy acquisition costs amortized          (211,979)  (182,038)  (176,216)
Interest credited                             40,843     38,944     37,405
Deferred policy acquisition costs relating
  to change in unrealized (gain) loss on
  investments available for sale             (72,149)    61,616   (161,920)
                                          ----------    -------   --------
Balance at end of year                    $  695,253    652,251    526,939
                                          ==========    =======   ========
</TABLE>

(8) ASSOCIATE BENEFIT PLANS AND POSTRETIREMENT BENEFITS

The Company has a defined benefit plan covering substantially all associates.
The benefits are based on years of service and each associate's compensation
level.  The Company's funding policy is to contribute annually the maximum
amount deductible for federal income tax purposes.  Contributions provide for
benefits attributed to service to date and for those expected to be earned in
the future.

The Company also has several non-qualified, defined benefit, and defined
contribution plans for directors and management associates.  The plans are
unfunded and are deductible for federal income tax purposes when the benefits
are paid.



Net periodic defined benefit plan costs consist of the following (in
thousands):

<TABLE>
<CAPTION>
                                        1997       1996       1995
<S>                           <C>           <C>        <C>
Service cost                  $    5,915        5,421      4,074
Interest                           8,597        8,047      7,160
Return on plan assets            (29,043)     (14,207)   (27,984)
Amortization and deferral         18,637        4,646     19,841
Other                                -            192        -
                              ----------    ---------  ---------
Pension costs                 $    4,106        4,099      3,091
                              ==========    =========  =========
</TABLE>






<PAGE> 138
The following table presents the plans' funded status and amount
recognized in the Company's consolidated balance sheets at December 31, 1997
and 1996 based on the actuarial valuations as of December 31, 1997 and 1996
(in thousands):

<TABLE>
<CAPTION>
                                                      1997                   1996
                                             Qualified     Other   Qualified      Other
                                               Plans       Plans     Plans        Plans
<S>                                          <C>           <C>     <C>            <C>
Actuarial present value of
   benefit obligations:
Accumulated benefit
   obligation, including vested
   benefits of $79,995 and
   $19,057 for 1997 and
   $74,223 and $18,560
   for 1996                                     82,758     27,965     76,928     26,897
                                             ---------     ------  ---------     ------
Projected benefit obligation for
   service rendered to date                     97,662     32,168     92,825     29,726

Plan assets at fair value primarily
   listed stocks and bonds                     133,477               128,545

Plan assets in excess (less than)
   projected benefit obligations                35,815    (32,168)    35,720    (29,726)


Unrecognized net transition obligation
   at December 31                                           4,021                 2,701

Pension cost funded in advance               $  35,815                35,720
                                             =========               =======
Accrued pension liability                                 (28,147)              (27,025)
                                                          ========              ========
</TABLE>

Assumptions used for the December 31, 1997 and 1996 projected benefit obligation
included a 7.25 percent current discount rate, a same age-based salary scale and
4.50 percent increase rate, respectively, for future compensation levels, and a
9.25 percent projected return on plan assets.

The Board of Directors has adopted an associate incentive plan applicable to
full-time salaried associates with at least one year of service.  Contributions
to the plan are determined annually by the Board of Directors and are based upon
salaries of eligible associates.  Full vesting occurs after five years of
continuous service.  The Company's contribution to the plan was $10.4 million,
$8.8 million, and $9.2 million for 1997, 1996, and 1995, respectively

In addition to pension benefits, the Company provides certain health care and
life insurance benefits for retired employees.  Substantially all employees may
become eligible for these benefits if they reach retirement age while working
for the Company.  Alternatively, retirees may elect certain prepaid health care
benefit plans.

The Company uses the accrual method to account for the costs of its retiree
benefit plans and amortizes its transition obligation for retirees and fully
eligible or vested employees over 20 years.  The unamortized transition
obligation was $16.8 million and $17.8 million at December 31, 1997 and 1996,
respectively.  Net postretirement benefit costs for the years ended December 31,
1997, 1996, and 1995 were $5.1 million, $5.8 million, and $5.4 million,
respectively, and include the expected cost of such benefits for newly eligible
or vested employees, interest cost, gains and losses arising from difference
between actuarial assumptions and actual experience, and amortization of the
transition obligation. The liability for the Company as of December 31, 1997 and
$27.8 million and $25.6 million, respectively.

Assumptions used were as follows:

<TABLE>
<CAPTION>
                                                      1997       1996
<S>                                                   <C>        <C>
Discount rate in determining benefit obligations      7.25%      7.25%
Healthcare cost trend
   First year:
      Indemnity plan                                  8.0%       9.0%
      HMO plan                                        8.0%       8.0%
      Dental plan                                     8.0%       9.0%
   Ultimate                                           5.00%      5.25%
</TABLE>

The health care cost trend rate assumption has a significant effect on the
amount reported.  To illustrate, increasing the assumed health care cost trend
rates by one percentage point in each year would increase the accumulated
postretirement benefit obligation as of December 31, 1997 by $4.7 million or
12.5 percent.  The aggregate of the service cost and interest cost components of
net periodic postretirement benefit cost for 1997 would increase by $.6 million
or 15.5 percent.






<PAGE> 139
(9) DEBT

The Company's long-term debt and notes payable consists of the following
($ in millions):

<TABLE>
<CAPTION>
                                                                     Face value
                                                                   at December 31,
Description                               Rate       Maturity       1997      1996
<S>                                      <C>       <C>             <C>       <C>
Long-term debt:
General American surplus note            7.625%     January 2024   $107.0    $107.0
RGA senior note                          7.250%     April 2006      100.0     100.0
Notes payable
General American                         5.555%     March 1997        -        80.5
RGA Australia Hldgs.                     5.460%     April 1998        7.8       7.6
                                                                   ------    ------
Total long-term debt and notes payable                             $214.8    $295.1
                                                                   ======    ======
</TABLE>

The difference between the face value of debt and the carrying value per the
consolidated balance sheets is unamortized discount.

General American's surplus note pays interest on January 15 and July 15 of
each year.  The note is not subject to redemption prior to maturity.  Payment
of principal and interest on the note may be made only with the approval of
the Missouri Director of Insurance.

The RGA senior note pays interest semiannually on April 1 and October 1.  The
ability of RGA to make debt principal and interest payments as well as make
dividend payments to shareholders is ultimately dependent on the earnings and
surplus of its subsidiaries and the investment earnings on the undeployed
debt proceeds.  The transfer of funds from the insurance subsidiaries to
Reinsurance Group of America, Incorporated is subject to applicable insurance
laws and regulations.

The General American note payable was retired during December of 1997.

The RGA Australian note had drawdowns for the respective years of $2.0
million in January 1997, $5.6 million in January 1996, and $2.0 million in
July 1996. Principal repayments are due in April 1998 and are expected to be
renewed under the terms of the line of credit.  This agreement contains
various restrictive covenants which primarily pertain to limitations on the
quality and types of investments, minimum requirements of net worth, and
minimum rating requirements.

Interest paid on debt during 1997, 1996, and 1995 amounted to $20.0 million,
$19.9 million, and $9.0 million, respectively.

As of December 31, 1997, the Company was in compliance with all covenants
under its debt agreements.

(10) REGULATORY MATTERS

The Company and its insurance subsidiaries are subject to financial statement
filing requirements in their respective state of domicile, as well as the
states in which they transact business.  Such financial statements, generally
referred to as statutory financial statements, are prepared on a basis of
accounting which varies in some respects from GAAP.  Statutory accounting
practices include: (1) charging of policy acquisition costs to income as
incurred; (2) establishment of a liability for future policy benefits
computed using required valuation standards; (3) nonprovision of deferred
federal income taxes resulting from temporary differences between financial
reporting and tax bases of assets and liabilities; (4) recognition of
statutory liabilities for asset impairments and yield stabilization on fixed
maturity dispositions prior to maturity with asset valuation reserves based
on a statutorily determined formulas; and (5) valuation of investments in
bonds at amortized cost.

Net income and policyholders' surplus of the Company for the years ended
December 31, 1997, 1996, and 1995, as determined in accordance with statutory
accounting practices, are as follows (in thousands):


<TABLE>
<CAPTION>
                            1997         1996        1995
<S>                       <C>          <C>          <C>
Net income                $   39,737    18,464      236,962
Policyholders' surplus       844,110   636,260      589,783
</TABLE>

Under Risk-Based Capital (RBC) requirements, General American and its
insurance subsidiaries are required to measure its solvency against certain
parameters. As of December 31, 1997, the Company and its insurance
subsidiaries exceeded the established RBC minimums.  In addition, the Company
and its insurance subsidiaries exceeded the minimum statutory capital and
surplus requirements of their respective states of domicile.

The Company and its insurance subsidiaries are subject to limitations on the
payment of dividends.  Generally, dividends during any year may not be paid
without prior regulatory approval, in excess of the lessor of (and with
respect to life and health subsidiaries in Missouri, in excess of the greater
of): (a) 10 percent of the statutory surplus as of the preceding December 31
or (b) the statutory gain from operations for the preceding year.






<PAGE> 140
(11) LEASE COMMITMENTS

The Company has entered into operating leases for office space and other
assets, principally office furniture and equipment.  Future minimum lease
obligations under noncancelable leases are summarized as follows (in
thousands):

<TABLE>
<CAPTION>
Year ended December 31:
<S>                                          <C>
        1998                                 $   17,583
        1999                                     15,510
        2000                                     12,621
        2001                                      8,680
        2002                                      6,276
        Thereafter                                3,107
</TABLE>

Operating lease expense totaled $16.4 million, $17.0 million, and $11.6 million
in 1997, 1996, and 1995, respectively


(12) PARTICIPATING POLICIES AND DIVIDENDS TO POLICYHOLDERS

Over 27.5 percent and 31.2 percent of the Company's business in force relates
to participating policies as of December 31, 1997 and 1996, respectively.
These participating policies allow the policyholders to receive dividends
based on actual interest, mortality, and expense experience for the related
policies. These dividends are distributed to the policyholders through an
annual dividend, using current dividend scales which are approved by the
Board of Directors.

(13) CONTINGENT LIABILITIES

From time to time, the Company is subject to litigation related to its
insurance business and to employment related matters in the normal course of
business. Management does not believe that the Company is party to any such
pending litigation which would have a material adverse effect on its
financial position or future operations.

<PAGE> 141

<TABLE>
                                     GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                            SCHEDULE OF INVESTMENTS
                                               DECEMBER 31, 1997
<CAPTION>
                                                                        No. of Shares           Market Value
                                                                        -------------           ------------

<S>                                                                         <C>                 <C>
S & P 500 Index Fund
     General American Capital Company<F*>                                   522,436             $20,581,893

Money Market Fund
     General American Capital Company<F*>                                   471,869               8,600,564

Bond Index Fund
     General American Capital Company<F*>                                   148,761               3,450,248

Managed Equity Fund
     General American Capital Company<F*>                                   135,951               4,241,762

Asset Allocation Fund
     General American Capital Company<F*>                                   329,020              10,482,605

International Index Fund<F**>
     General American Capital Company<F*>                                   474,049               7,866,879

Mid-Cap Equity Fund<F***>
     General American Capital Company<F*>                                   282,331               6,232,329

Small-Cap Equity Fund
     General American Capital Company<F*>                                    23,695               1,143,813

Equity-Income Fund
     Variable Insurance Products Fund                                       700,210              17,001,106

Growth Fund
     Variable Insurance Products Fund                                       599,398              22,237,647

Overseas Fund
     Variable Insurance Products Fund                                       425,780               8,174,972

Asset Manager Fund
     Variable Insurance Products Fund II                                     32,084                 577,825

High Income Fund
     Variable Insurance Products Fund                                       160,163               2,175,014

Worldwide Hard Assets Fund<F****>
     Van Eck Worldwide Insurance Trust                                       17,172                 269,764

Multi-Style Equity Fund
     Russell Insurance Funds                                                198,618               2,538,339

Core Bond Fund
     Russell Insurance Funds                                                110,396               1,153,638

Aggressive Equity Fund
     Russell Insurance Funds                                                 99,947               1,344,291

Non-US Fund
     Russell Insurance Funds                                                 78,061                 782,951

<FN>
<F*>   These funds use consent dividending. See Note 2C.
<F**>  This fund was formerly known as the International Equity Fund.
<F***> This fund was formerly known as the Special Equity Fund.
<F****>This fund was formerly known as the Gold & Natural Resources Fund.
See accompanying notes to the financial statements.
</TABLE>


<PAGE> 142

LEGAL COUNSEL

      Stephen E. Roth
      Sutherland, Asbill & Brennan, Washington, D.C.

INDEPENDENT AUDITORS

      KPMG Peat Marwick LLP

If distributed to prospective investors, this report must be preceded or
accompanied by a current prospectus.

The prospectus is incomplete without reference to the financial data
contained in the annual report.





<PAGE> 143

PART II
UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

Section 351.355 of the Missouri General and Business Corporation Law, in
brief, allows a corporation to indemnify any person who is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  When any person was or is a party or is
threatened to be made a party in an action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the Fact that he
is or was a director, officer, employee, or agent of the corporation,
indemnification may be paid unless such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation.  In the event of such a determination indemnification is allowed
if a court determines that the person is fairly and reasonably entitled to
indemnity.  A corporation has the power to give any further indemnity to any
person who is or was a director, officer, employee, or agent, provided for in
the articles of incorporation or as authorized by any by-law which has been
adopted by vote of the shareholders, provided that no such indemnity shall
indemnify any person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest, or willful misconduct.

In accordance with Missouri law, General American's Board of Directors, at
its meeting on 19 November 1987, and the policyholders of General American at
the annual meeting held on 26 January 1988, adopted the following
resolutions:

      "BE IT RESOLVED THAT


                                    II-1
<PAGE> 144

      1.  The company shall indemnify any person who is, or was a
      director, officer, or employee of the company, or is or was
      serving at the request of the company as a director, officer,
      employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, against any and all
      expenses (including attorneys' fees), judgments, fines, and
      amounts paid in settlement, actually and reasonably incurred by
      him or her in connection with any civil, criminal, administrative,
      or investigative action, proceeding, or claim (including an action
      by or in the right of the company), by reason of the fact that he
      or she was serving in such capacity if he or she acted in good
      faith and in a manner he or she reasonably believed to be in or
      not opposed to the best interests of the company; provided that
      such person's conduct is not finally adjudged to have been
      knowingly fraudulent, deliberately dishonest, or willful
      misconduct.

      2.  The indemnification provided herein shall not be deemed
      exclusive of any other rights to which a director, officer, or
      employee may be entitled under any agreement, vote of
      policyholders or disinterested directors, or otherwise, both as
      to action in his or her official capacity and as to action in
      another capacity which holding such office, and shall continue
      as to a person who has ceased to be a director, officer, or
      employee and shall inure to the benefit of the heirs, executors
      and administrators of such a person."

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


                                    II-2
<PAGE> 145

   
REPRESENTATION PURSUANT TO RULE 6e-3(T)

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

REPRESENTATIONS PURSUANT TO SECTION 26(E), 1940 ACT

The fees and charges deducted under the Policies described in the Prospectus
are, in the aggregate, reasonable in relation to the services rendered, the
expenses expected, and the risks assumed by General American.
    


                                    II-3
<PAGE> 146

CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following Papers and Documents:

      The facing sheet
   
      Variable Universal Life 98 Prospectus, consisting of 60 pages
    
      The undertaking to file reports required by Section 15 (d), 1934 Act
      The undertaking pursuant to Rule 484, 1933 Act
   
      Representation pursuant to Rule 6e-3(T)
      Representations pursuant to Section 26(e), 1940 Act.
    
      The signatures.

1.    The following exhibits (which correspond in number to the numbers under
      paragraph A of the instructions for exhibits to Form N-8B-2):

      (1)   Resolution of the Board of Directors of General
            American authorizing establishment of the
            Separate Account<F1>

      (2)   Not applicable

      (3)   (a)  Principal Underwriting Agreement<F1>

            (b)  Proposed form of Selling Agreement<F1>

            (c)  Commission Schedule<F1>

      (4)   Not applicable

      (5)   Form of Variable Universal Life 98 Policy
   
            (a)  Flexible Premium Variable Life Insurance, Participating

            (b)  Flexible Premium Variable Life Insurance, Non-Participating

            (c)  Pension Flexible Premium Variable Life Insurance, Participating

            (d)  Pension Flexible Premium Variable Life Insurance,
                 Non-Participating

                                    II-4
<PAGE> 147

      (6)   (a)  Amended Charter and Articles of Incorporation of
                 General American<F2>

            (b)  Amended and Restated By-Laws of General American<F2>
    

      (7)   Not applicable

   
      (8)   (a)  Form of Participation Agreement to Purchase Shares of
                 General American Capital Company

            (b)  Amended & Restated Participation Agreement Among
                 Variable Insurance Products II with Fidelity Distributors
                 Corporation

            (c)  Form of Fund Participation Agreement with J.P. Morgan Series
                 Trust II

            (d)  Form of Fund Participation Agreement with VanEck Worldwide
                 Insurance Trust

            (e)  Form of Shareholder Services Agreement with American Century
                 Variable Portfolios

            (f)  Form of Participation Agreement with Russell Insurance
                 Funds
    

      (9)   Not applicable

   
     (10)   (a)  Form of Application

            (i)  Application for Life Insurance including Supplements,
                 Receipts, and Certificate

           (ii)  Application for Pension Insurance

          (iii)  Application for Insurance (Simplified Issue)

           (iv)  Guaranteed Issue Application

2.    Memorandum describing General American's issuance, transfer, and
      redemption procedures for the Policies and General American's procedure
      for conversion to a fixed benefit policy.<F2>
    

3.    The following exhibits are numbered to correspond to the numbers in the
      instructions as to exhibits for Form S-6.

            (1)  See above

   
    

   
            (2)  Opinion of Matthew P. McCauley, Associate General
                 Counsel of General American<F2>




                                    II-5
<PAGE> 148

            (3)  No financial statements will be omitted from the
                 Prospectuses pursuant to prospectus instructions 1(b) or (c)

            (4)  Not applicable

      4.    Opinion and Consent of Susan M. Benjamin, FSA,
            MAAA<F2>

      5.    The consent of KPMG Peat Marwick LLP, Independent
            Certified Public Accountants


[FN]
- --------------------
    <F1>    Incorporated by reference to the Registration Statement,
File No. 33-48550.

    <F2>    Incorporated by reference to the Initial Registration
Statement, File 333-53477 (filed 22 May 1998).





                                    II-6
<PAGE> 149

                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, General American
Life Insurance Company and General American Separate Account Eleven certify
that this Registration Statement meets all of the requirements for
effectiveness pursuant to Rule 481 under the Securities Act of 1933, and they
have duly caused this Registration Statement to be signed on their behalf by
the undersigned thereunto duly authorized, and the seal of General American
Life Insurance Company to be hereunto affixed and attested, all in the City of
St. Louis, State of Missouri, on the 31st day of July 1998.
    

                                    GENERAL AMERICAN SEPARATE ACCOUNT
                                    ELEVEN (Registrant)

(Seal)                              BY: GENERAL AMERICAN LIFE
                                    INSURANCE COMPANY (for Registrant
                                    and as Depositor)


Attest:                             By:
       -------------------------        ------------------------------
       Robert J. Banstetter, Sr.        Richard A. Liddy
       Secretary                        President
                                        General American Life
                                         Insurance Company





                                    II-7
<PAGE> 150

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

   
<TABLE>
<CAPTION>
Signature                                Title                   Date
- ---------                                -----                   ----
<C>                                 <S>                         <C>

- ------------------------------      Chairman, President         7/31/98
Richard A. Liddy                    (Principal Executive
                                    Officer)


- ------------------------------      Vice President              7/31/98
John W. Barber                      Controller
                                    (Principal Accounting
                                    Officer)

- ------------------------------
August A. Busch, III<F*>            Director


- ------------------------------
William E. Cornelius<F*>            Director


- ------------------------------
John C. Danforth<F*>                Director


- ------------------------------
Bernard A. Edison<F*>               Director


- ------------------------------
Richard A. Liddy                    Director                    7/31/98


- ------------------------------
William E. Maritz<F*>               Director


- ------------------------------
Craig D. Schnuck<F*>                Director





                                    II-8
<PAGE> 151


Signature                                Title                   Date
- ---------                                -----                   ----


- ------------------------------
William P. Stiritz<F*>              Director


- ------------------------------
Andrew C. Taylor<F*>                Director


- ------------------------------
H. Edwin Trusheim<F*>               Director


- ------------------------------
Robert L. Virgil, Jr.<F*>           Director


- ------------------------------
Virginia V. Weldon<F*>              Director


- ------------------------------
Ted C. Wetterau<F*>                 Director


By
    ------------------------------
    Matthew P. McCauley

<FN>
<F*> An original power of attorney authorizing Matthew P. McCauley to sign
this Registration Statement and Amendments thereto on behalf of the Board of
Directors of General American Life Insurance Company is on file with the
Securities and Exchange Commission in File 33-48550.

</TABLE>





                                    II-9
<PAGE> 152

<TABLE>
                                INDEX TO EXHIBITS


<CAPTION>
                                                                                   Source
Exhibit                                                                            or Page
Number                             Description                                     Number
- -------                            -----------                                     -------
<C>        <S>                                                                     <C>
1.          (5)     Form of Variable Universal Life 98 Policy

                    (a)     Flexible Premium Variable Life Insurance,
                            Participating

                    (b)     Flexible Premium Variable Life Insurance,
                            Non-Participating

                    (c)     Pension Flexible Premium Variable Life
                            Insurance, Participating

                    (d)     Pension Flexible Premium Variable Life
                            Insurance, Non-Participating


            (8)     (a)     Form of Participation Agreement to Purchase
                            Shares of General American Capital Company

                    (b)     Amended & Restated Participation Agreement
                            Among Variable Insurance Products Fund II
                            with Fidelity Distributors Corporation

                    (c)     Form of Fund Participation Agreement with J.P.
                            Morgan Series Trust II

                    (d)     Form of Fund Participation Agreement with VanEck
                            Worldwide Insurance Trust

                    (e)     Form of Shareholder Services Agreement with
                            American Century Variable Portfolios

                    (f)     Form of Participation Agreement with Russell
                            Insurance Funds


           (10)     (a)     Form of Application

                            (i)     Application for Life Insurance including
                                    Supplements, Receipts, and Certificate

                            (ii)    Application for Pension Insurance

                            (iii)   Application for Insurance (Simplified
                                    Issue)

                            (iv)    Guaranteed Issue Application


5.         The consent of KPMG Peat Marwick LLP, Independent Certified
           Public Accountants

</TABLE>
    

<PAGE> 1



         General                                            POLICY NUMBER:
        American
  LIFE INSURANCE COMPANY                                    16,000,001
  13045 TESSON FERRY RD.
ST. LOUIS, MISSOURI 63128                                     INSURED:

                                                            John Doe



                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                 PARTICIPATING

Flexible Premiums are payable during the lifetime of the Insured to Attained
Age 100. If the Insured dies while this policy is in force, we will pay the
policy proceeds to the beneficiary. We must receive proof of the Insured's
death. The policy must also be surrendered to us after death occurs. Any
payment will be subject to all of the provisions and conditions on this and
the following pages of this policy.

THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY
INCREASE OR DECREASE UNDER THE CONDITIONS DESCRIBED ON PAGES 4.01 AND 4.02.

THE POLICY'S CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE ACCOUNT
IS BASED ON THE INVESTMENT EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY
INCREASE OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE THE
SEPARATE ACCOUNT PROVISION.

THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT WILL BE CREDITED WITH INTEREST
AT A MINIMUM GUARANTEED RATE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. WE
MAY CREDIT ADDITIONAL INTEREST IN EXCESS OF THE GUARANTEED RATE. SEE THE
GENERAL ACCOUNT CASH VALUE PROVISION.

                            RIGHT TO EXAMINE POLICY

Please read this policy. You may return this policy to us or to the agent
through whom it was purchased within 20 days from the date you receive it or
within 45 days after the application is signed, whichever period ends later.
If you return it within this period, the policy will be void from the
beginning. We will refund any premium paid.

This policy is a legal contract between the policyowner and General American.
PLEASE READ YOUR CONTRACT CAREFULLY. This cover sheet provides only a brief
outline of some of the important features of your policy. This cover sheet is
not the complete insurance contract and only the actual policy provisions
will control. The policy itself sets forth, in detail, the rights and
obligations of both you and your insurance company. IT IS, THEREFORE,
IMPORTANT THAT YOU READ YOUR POLICY.

Signed for the company at its Home Office, St. Louis, Missouri 63128.
(1-800-638-9294)



    /s/ Robert J. Banstetter                     /s/ Richard A. Liddy
     V.P., GENERAL COUNSEL                        CHAIRMAN, PRESIDENT
         AND SECRETARY                                  AND CEO





100016                              0.01
(6/98)


<PAGE> 2


<TABLE>
                       ALPHABETIC GUIDE TO YOUR CONTRACT


<CAPTION>
Page
<C>   <S>
3.07  Addition, Deletion or Substitution
        of Investments
4.04  Allocation of Net Premiums
3.04  Assignments
6.09  Basis of Computation
3.02  Beneficiary
6.06  Cash Surrender Value
6.02  Cash Values
4.02  Change in Contract Type
4.02  Change in Face Amount
3.05  Change of Insured
3.04  Change of Owner or Beneficiary
3.04  Claims of Creditors
3.04  Conformity with Statutes
4.01  Death Benefit
3.01  Definitions
6.01  Dividends
6.01  Dividend Options
6.02  General Account Cash Value
6.03  General Account Interest Rate
4.04  Grace Period
3.05  Incontestability
7.01  Interest on Proceeds
3.01  Issue Date
6.05  Loan Account Cash Value

<CAPTION>
Page
<S>   <C>
6.01  Loans
3.05  Misstatement of Age or Sex and
        Corrections
6.05  Monthly Cost of Insurance
6.06  Monthly Deduction
6.06  Monthly Policy Charge
6.04  Net Investment Factor
4.03  Net Premium
3.02  Owner
6.07  Partial Withdrawals
7.01  Payment of Policy Benefits
4.03  Payment of Premiums
4.02  Policy Changes
4.01  Policy Proceeds
6.09  Postponement of Payments
        or Transfers
4.05  Reinstatement
3.04  Requests for Changes and/or
        Information
6.03  Separate Account Cash Value
3.06  Separate Account Provisions
3.04  Statements in Application
3.05  Suicide Exclusion
6.07  Surrender
3.07  Transfers
</TABLE>

Additional Benefit Riders, Modifications and Amendments, if any, and a Copy
of the Application are found following the final section.

                           NOTICE OF ANNUAL MEETING

The annual meeting for the election of directors and the transaction of other
business for General American Mutual Holding Company is held each year at its
Home Office in St. Louis, Missouri. This meeting is at 11:00 a.m. on the
fourth Thursday in April. General American Mutual Holding Company is a mutual
company owned by its members. Each member is entitled to vote at such
elections and to participate in such meetings.


100016                              0.02
(6/98)


<PAGE> 3

1.    POLICY SPECIFICATIONS

                         GENERAL POLICY SPECIFICATIONS

INSURED                                            [JOHN DOE]
POLICY NUMBER                                    [16,000,001]
ISSUE DATE                                  [JANUARY 1, 1998]
FACE AMOUNT                                         [$50,000]
CONTRACT TYPE                                      [OPTION A]
INSURED AGE                                              [35]
SEX                                                    [MALE]
RISK CLASSIFICATION                                 [STANDARD
                                                      SMOKER]

INITIAL PREMIUM PAID                                [$732.50]
PLANNED ANNUAL PREMIUM                              [$732.50]
MINIMUM INITIAL ANNUAL PREMIUM AMOUNT               [$732.50]
QUALIFIED ROLLOVER PREMIUM                            [$0.00]
TARGET PREMIUM                                      [$425.00]
TARGET PREMIUM (BASE ONLY)                          [$425.00]
NO LAPSE ANNUAL PREMIUM                             [$732.50]
NO LAPSE PREMIUM DATE                       [JANUARY 1, 2003]
PREMIUM TAX CHARGE                                       [2%]
FEDERAL TAX CHARGE                                     [1.3%]
MAXIMUM PERCENT OF PREMIUM CHARGE -
   1st YEAR:  UP TO TARGET PREMIUM                      [15%]
              ABOVE TARGET PREMIUM                       [5%]
              QUALIFIED ROLLOVER PREMIUM                 [0%]
   YEARS 2-10                                            [5%]
   YEARS 11+                                             [2%]




FORM               BENEFITS -    AS SPECIFIED IN POLICY
NUMBERS                          AND IN ANY RIDER

                  POLICY PLAN:     FLEXIBLE PREMIUM VARIABLE
                                   LIFE INSURANCE


100016
11202
11203
11204
11205
103014
104008
106006
00780




11202                               1.01


<PAGE> 4


2. POLICY SPECIFICATIONS


GENERAL ACCOUNT CASH VALUE
   GUARANTEED INTEREST RATE                                                [4%]
GENERAL ACCOUNT MAXIMUM
   ALLOCATION PERCENT                                                    [100%]
GENERAL ACCOUNT MAXIMUM
   WITHDRAWAL PERCENT LIMIT                                               [25%]
MAXIMUM MONTHLY COST OF
   INSURANCE FACTOR                                                 [1.0032737]
MAXIMUM DAILY MORTALITY AND
EXPENSE RISK PERCENTAGE:
   YEARS 1-10                                                      [0.0015027%]
   YEARS 11-20                                                     [0.0012301%]
   YEARS 21+                                                       [0.0009572%]
MAXIMUM ANNUAL MORTALITY AND EXPENSE
RISK PERCENTAGE:
   YEARS 1-10                                                           [0.55%]
   YEARS 11-20                                                          [0.45%]
   YEARS 21+                                                            [0.35%]
MAXIMUM MONTHLY POLICY CHARGE:
   1ST YEAR                                                            [$25.00]
   YEARS 2+                                                             [$6.00]
MAXIMUM SELECTION AND ISSUE
   EXPENSE CHARGE RATE:
   YEARS 1-10                                                           [$1.05]
   YEARS 11+                                                               [$0]
MINIMUM FACE AMOUNT                                                   [$50,000]
MINIMUM FACE AMOUNT INCREASE                                           [$5,000]
MINIMUM FACE AMOUNT DECREASE                                           [$5,000]
MAXIMUM FEE FOR PROJECTION OF                                          [$25.00]
   BENEFITS AND VALUES
MAXIMUM TRANSFER CHARGE                                                [$25.00]
GUARANTEED INTEREST RATE ON                                              [4.0%]
   PROCEEDS
7702 TABLE                                            [1980 CSO MORTALITY TABLE
                                                             FOR A MALE SMOKER,
                                                          AGE NEAREST BIRTHDAY]
BASIS OF COMPUTATION OF MINIMUM                       [1980 CSO MORTALITY TABLE
   CASH VALUES                                               FOR A MALE SMOKER,
                                                          AGE NEAREST BIRTHDAY]


IF THE INITIAL PREMIUM PAID AND SUBSEQUENT PREMIUMS PROVE TO BE TOO LOW,
COVERAGE PROVIDED BY THIS POLICY MAY CEASE.



11202                               1.02


<PAGE> 5

<TABLE>
                                                     SURRENDER CHARGE SCHEDULE


<CAPTION>
INSURED                                     JOHN DOE                POLICY NUMBER                       16,000,001
FACE AMOUNT                                  $50,000                COVERAGE                                  FPVL
TARGET PREMIUM (Base Only)                   $425.00                EFFECTIVE DATE                 JANUARY 1, 1998


                             MAXIMUM                                                                    MAXIMUM
POLICY                      SURRENDER                                     POLICY                       SURRENDER
MONTH                         CHARGE                                      MONTH                          CHARGE

<S>                          <C>                                           <C>                           <C>
1-60                         45.00%                                         91                           24.17%
 61                          44.58%                                         92                           23.33%
 62                          44.17%                                         93                           22.50%
 63                          43.75%                                         94                           21.67%
 64                          43.33%                                         95                           20.83%
 65                          42.92%                                         96                           20.00%
 66                          42.50%                                         97                           19.17%
 67                          42.08%                                         98                           18.33%
 68                          41.67%                                         99                           17.50%
 69                          41.25%                                        100                           16.67%
 70                          40.83%                                        101                           15.83%
 71                          40.42%                                        102                           15.00%
 72                          40.00%                                        103                           14.17%
 73                          39.17%                                        104                           13.33%
 74                          38.33%                                        105                           12.50%
 75                          37.50%                                        106                           11.67%
 76                          36.67%                                        107                           10.83%
 77                          35.83%                                        108                           10.00%
 78                          35.00%                                        109                            9.17%
 79                          34.17%                                        110                            8.33%
 80                          33.33%                                        111                            7.50%
 81                          32.50%                                        112                            6.67%
 82                          31.67%                                        113                            5.83%
 83                          30.83%                                        114                            5.00%
 84                          30.00%                                        115                            4.17%
 85                          29.17%                                        116                            3.33%
 86                          28.33%                                        117                            2.50%
 87                          27.50%                                        118                            1.67%
 88                          26.67%                                        119                            0.83%
 89                          25.83%                                        120                            0.00%
 90                          25.00%
</TABLE>

11203


<PAGE> 6

<TABLE>
                                        TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
                                                        RATES ARE PER $1,000


<CAPTION>
COVERAGE:                                       FPVL                INSURED:                              JOHN DOE
POLICY NUMBER:                            16,000,001                ISSUE DATE:                    JANUARY 1, 1998


ATTAINED AGE                  RATE                  ATTAINED AGE          RATE              ATTAINED AGE          RATE
<S>                           <C>                        <C>              <C>                   <C>               <C>
    35                        0.22                       57               1.51                   79                9.46
    36                        0.23                       58               1.64                   80               10.13
    37                        0.25                       59               1.78                   81               10.87
    38                        0.28                       60               1.93                   82               11.68
    39                        0.30                       61               2.11                   83               12.59
    40                        0.33                       62               2.30                   84               13.54
    41                        0.36                       63               2.52                   85               14.52
    42                        0.40                       64               2.76                   86               15.48
    43                        0.44                       65               3.02                   87               16.42
    44                        0.48                       66               3.30                   88               17.45
    45                        0.52                       67               3.58                   89               18.46
    46                        0.57                       68               3.88                   90               19.47
    47                        0.62                       69               4.19                   91               20.51
    48                        0.67                       70               4.54                   92               21.61
    49                        0.73                       71               4.92                   93               23.03
    50                        0.80                       72               5.36                   94               24.85
    51                        0.87                       73               5.85                   95               27.50
    52                        0.95                       74               6.39                   96               32.05
    53                        1.05                       75               6.98                   97               40.02
    54                        1.15                       76               7.59                   98               54.83
    55                        1.26                       77               8.21                   99               83.33
    56                        1.38                       78               8.83                  100+               0.00
</TABLE>


THESE RATES ARE FOR THE BASE POLICY AT ISSUE. THEY ARE BASED ON THE 1980
COMMISSIONERS STANDARD ORDINARY MORTALITY TABLE FOR A MALE SMOKER.



11204


<PAGE> 7

<TABLE>
                                            DEATH BENEFIT OPTION C ATTAINED AGE FACTORS


<CAPTION>
COVERAGE:                                       FPVL                INSURED:                              JOHN DOE
POLICY NUMBER:                            16,000,001                ISSUE DATE:                    JANUARY 1, 1998


ATTAINED                                              ATTAINED                               ATTAINED
  AGE                          RATE                     AGE                RATE                AGE                  RATE
<S>                           <C>                        <C>              <C>                   <C>               <C>
    35                        5.64184                    57               2.45952                79               1.33835
    36                        5.42508                    58               2.37604                80               1.31492
    37                        5.21686                    59               2.29637                81               1.29295
    38                        5.01683                    60               2.22033                82               1.27239
    39                        4.82481                    61               2.14774                83               1.25326
    40                        4.64044                    62               2.07858                84               1.23556
    41                        4.46354                    63               2.01279                85               1.21935
    42                        4.29389                    64               1.95040                86               1.20433
    43                        4.13112                    65               1.89131                87               1.19047
    44                        3.97514                    66               1.83546                88               1.17738
    45                        3.82557                    67               1.78261                89               1.16503
    46                        3.68227                    68               1.73259                90               1.15300
    47                        3.54498                    69               1.68510                91               1.14119
    48                        3.41344                    70               1.64002                92               1.12932
    49                        3.28747                    71               1.59723                93               1.11709
    50                        3.16694                    72               1.55674                94               1.10423
    51                        3.05154                    73               1.51862                95               1.09045
    52                        2.94120                    74               1.48292                96               1.07580
    53                        2.83570                    75               1.44965                97               1.06037
    54                        2.73495                    76               1.41875                98               1.04422
    55                        2.63880                    77               1.39005                99               1.02648
    56                        2.54704                    78               1.36333               100+              1.01000
</TABLE>




11205


<PAGE> 8

<TABLE>

<CAPTION>
                                    1. DEFINITIONS IN THIS POLICY

<C>                                 <S>
WE, US AND OUR                      GENERAL AMERICAN LIFE INSURANCE COMPANY.

YOU AND YOUR                        THE OWNER OF THIS POLICY. THE OWNER MAY BE SOMEONE OTHER THAN THE INSURED.

                                    IN THE APPLICATION THE WORDS "YOU" AND "YOUR" REFER TO THE PROPOSED INSURED
                                    PERSON(S).

INSURED                             THE PERSON WHOSE LIFE IS INSURED UNDER THIS POLICY. SEE THE POLICY
                                    SPECIFICATIONS PAGE.

ISSUE AGE                           THE AGE OF EACH INSURED AS OF HIS OR HER NEAREST BIRTHDAY TO THE ISSUE DATE.

ATTAINED AGE                        THE ISSUE AGE PLUS THE NUMBER OF COMPLETED POLICY YEARS. THIS INCLUDES ANY PERIOD DURING
                                    WHICH THIS POLICY WAS LAPSED.

ISSUE DATE                          THE EFFECTIVE DATE OF THE COVERAGE UNDER THIS POLICY WHICH IS THE ISSUE DATE SHOWN
                                    ON THE POLICY SPECIFICATIONS PAGE. IT IS ALSO THE DATE FROM WHICH POLICY
                                    ANNIVERSARIES, POLICY YEARS, AND POLICY MONTHS ARE MEASURED.

INVESTMENT                          THE DATE THE FIRST PREMIUM IS APPLIED TO THE GENERAL ACCOUNT AND/OR THE DIVISIONS
START DATE                          OF SEPARATE ACCOUNT ELEVEN. THIS DATE WILL BE THE LATER OF:

                                    -        THE ISSUE DATE OF THE POLICY; OR

                                    -        THE DATE WE RECEIVE THE FIRST PREMIUM AT OUR HOME OFFICE.

MONTHLY                             THE SAME DATE IN EACH SUCCEEDING MONTH AS THE ISSUE DATE EXCEPT THAT WHENEVER THE
ANNIVERSARY                         MONTHLY ANNIVERSARY FALLS ON A DATE OTHER THAN A VALUATION DATE, THE MONTHLY
                                    ANNIVERSARY WILL BE DEEMED THE NEXT VALUATION DATE. IF ANY MONTHLY ANNIVERSARY
                                    WOULD BE THE 29TH, 30TH, OR 31ST DAY OF A MONTH THAT DOES NOT HAVE THAT NUMBER OF
                                    DAYS, THEN THE MONTHLY ANNIVERSARY WILL BE THE LAST DAY OF THAT MONTH.

GENERAL ACCOUNT                     THE ASSETS HELD BY US, EXCLUDING ANY LOANS, OTHER THAN THOSE ALLOCATED TO THE
                                    DIVISIONS OF SEPARATE ACCOUNT ELEVEN OR ANY OTHER SEPARATE ACCOUNT.

SEPARATE ACCOUNT                    SEPARATE ACCOUNT ELEVEN, A SEPARATE INVESTMENT ACCOUNT CREATED BY US TO RECEIVE AND
                                    INVEST NET PREMIUMS RECEIVED FOR THIS POLICY OR OTHER POLICIES.

LOAN ACCOUNT                        THE ACCOUNT TO WHICH WE WILL TRANSFER FROM THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN THE AMOUNT OF ANY POLICY LOAN.

LOAN SUBACCOUNT                     A LOAN SUBACCOUNT EXISTS FOR THE GENERAL ACCOUNT AND EACH DIVISION OF SEPARATE
                                    ACCOUNT ELEVEN. ANY CASH VALUE TRANSFERRED TO THE LOAN ACCOUNT WILL BE ALLOCATED TO
                                    THE APPROPRIATE LOAN SUBACCOUNT TO REFLECT THE ORIGIN OF THE CASH VALUE. AT ANY
                                    POINT IN TIME, THE LOAN ACCOUNT WILL EQUAL THE SUM OF ALL THE LOAN SUBACCOUNTS.

VALUATION DATE                      EACH DAY THAT THE NEW YORK STOCK EXCHANGE IS OPEN FOR TRADING, WE ARE OPEN FOR
                                    BUSINESS AND THE SEC HAS NOT RESTRICTED TRADING OR DECLARED AN EMERGENCY.

SEC                                 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.


103014                              3.01
(6/98)


<PAGE> 9

<CAPTION>
                                    2. PERSONS WITH AN INTEREST IN THE POLICY

<C>                                 <S>
OWNER                               THE OWNER OF THIS POLICY IS AS SHOWN IN THE APPLICATION OR IN ANY SUPPLEMENTAL
                                    AGREEMENT ATTACHED TO THIS POLICY, UNLESS LATER CHANGED AS PROVIDED IN THIS POLICY.
                                    IF THERE IS MORE THAN ONE OWNER AT A GIVEN TIME, ALL MUST EXERCISE THE RIGHTS OF
                                    OWNERSHIP BY JOINT ACTION. OWNERSHIP MAY BE CHANGED IN ACCORDANCE WITH THE CHANGE
                                    OF OWNER OR BENEFICIARY PROVISION.

                                    YOU, AS OWNER, ARE ENTITLED TO EXERCISE ALL OWNERSHIP RIGHTS PROVIDED BY THIS
                                    POLICY, WHILE IT IS IN FORCE. ANY PERSON WHOSE RIGHTS OF OWNERSHIP DEPEND UPON SOME
                                    FUTURE EVENT WILL NOT POSSESS ANY PRESENT RIGHTS OF OWNERSHIP. IF THE OWNER IS A
                                    TRUSTEE(S), WE MAY ACT IN RELIANCE UPON THE WRITTEN REQUEST OF ANY TRUSTEE AND WE
                                    ARE NOT RESPONSIBLE FOR PROPER ADMINISTRATION OF THE TRUST. UNLESS OTHERWISE
                                    PROVIDED, THE FINAL OWNER WILL BE THE ESTATE OF THE LAST OWNER TO DIE.

BENEFICIARY                         THE BENEFICIARY TO RECEIVE THE PROCEEDS IN THE EVENT OF THE INSURED'S DEATH IS
                                    AS SHOWN IN THE APPLICATION OR IN ANY SUPPLEMENTAL AGREEMENT ATTACHED TO THIS
                                    POLICY, UNLESS LATER CHANGED AS PROVIDED IN THE POLICY. YOU MAY CHANGE THE
                                    BENEFICIARY IN ACCORDANCE WITH THE CHANGE OF OWNER OR BENEFICIARY PROVISION. UNLESS
                                    OTHERWISE STATED, THE BENEFICIARY HAS NO RIGHTS IN THIS POLICY BEFORE THE DEATH OF
                                    THE INSURED. IF THERE IS MORE THAN ONE BENEFICIARY AT THE DEATH OF THE INSURED, EACH
                                    WILL RECEIVE EQUAL PAYMENTS UNLESS OTHERWISE PROVIDED. UNLESS YOU PROVIDE OTHERWISE,
                                    IF A BENEFICIARY DIES PRIOR TO THE INSURED'S DEATH, THAT BENEFICIARY'S SHARE WILL BE
                                    PAID TO THE LIVING BENEFICIARIES OF THAT CLASS. THE DECEASED BENEFICIARY'S SHARE
                                    WILL BE PAID IN THE SAME PROPORTION AS THE LIVING BENEFICIARIES' SHARES. IF THERE
                                    ARE NO BENEFICIARIES LIVING WHEN THE INSURED DIES, OR AT THE END OF ANY COMMON
                                    DISASTER PERIOD, THE PROCEEDS (COMMUTED IF REQUIRED) WILL BE PAYABLE TO YOU, IF YOU
                                    ARE LIVING, OR TO YOUR ESTATE.

                                    ANY PAYMENT WE MAKE WILL TERMINATE OUR LIABILITY WITH RESPECT TO SUCH PAYMENT. IF
                                    THE INSURED DESIGNATES SPECIFIC AMOUNTS TO BE PAID TO SPECIFIC BENEFICIARIES AND
                                    THE TOTAL OF THOSE AMOUNTS IS OTHER THAN THE AMOUNT OF PROCEEDS PAYABLE, THE
                                    PROCEEDS PAYABLE WILL BE ADJUSTED AND PAID IN THE SAME PROPORTION AS THE SPECIFIC
                                    AMOUNTS WERE TO BE PAID.

                                    ANY TERM USED IN THE MASCULINE, FEMININE, SINGULAR OR PLURAL, WILL INCLUDE OR BE
                                    THE OPPOSITE GENDER OR NUMBER WHERE NECESSARY.

                                    IF ANY BENEFICIARY DESIGNATION IN THE APPLICATION INCLUDES ANY OF THE FOLLOWING
                                    PROVISIONS, THE TERMS OF THAT PROVISION SHOWN BELOW WILL APPLY:

                                    1.       PER STIRPES. THE SHARE OF A DECEASED BENEFICIARY WILL BE PAID TO THAT
                                             BENEFICIARY'S SURVIVING CHILDREN, EQUALLY.

                                    2.       COMMON DISASTER. WE WILL NOT MAKE PAYMENT UNTIL THE STATED NUMBER OF DAYS
                                             AFTER THE INSURED'S DEATH. IF ANY BENEFICIARY DIES DURING THIS PERIOD,
                                             OR IF THE ORDER OF DEATH OF ANY BENEFICIARY AND THE INSURED CANNOT BE
                                             DETERMINED, WE WILL PAY AS THOUGH SUCH BENEFICIARY DIED FIRST.


                                    3.       TRUST FOR MINOR BENEFICIARY. THE ORIGINAL OR SUCCESSOR TRUSTEE FOR A MINOR
                                             BENEFICIARY WILL SERVE WITHOUT BOND AND EXERCISE ALL RIGHTS AND RECEIVE
                                             ALL PROCEEDS FOR THE MINOR BENEFICIARY. SUCH PROCEEDS WILL BE HELD IN A
                                             SEPARATE TRUST AND USED AT THE TRUSTEE'S DISCRETION FOR SUCH MINOR'S
                                             EDUCATION, SUPPORT, CARE AND GENERAL WELFARE. THE TRUST WILL TERMINATE
                                             AT THE LEGAL AGE OF MAJORITY OR PRIOR DEATH OF THE MINOR BENEFICIARY.
                                             ANY FUNDS THEN HELD BY THE TRUSTEE WILL BE PAID IN ONE SUM TO SUCH
                                             BENEFICIARY OR THE BENEFICIARY'S ESTATE. THE TRUST CAN BE REVOKED BY A
                                             CHANGE OF BENEFICIARY UNDER THE POLICY. PAYMENT TO ANY TRUSTEE WILL
                                             DISCHARGE US TO THE EXTENT OF SUCH PAYMENT.


103014                              3.02
(6/98)


<PAGE> 10

                                    4.       TRUST UNDER WILL. WHEN WE RECEIVE AT OUR HOME OFFICE:

                                             A)  CERTIFIED COPIES OF THE LAST WILL AND TESTAMENT OF THE NAMED TESTATOR;
                                                 AND

                                             B)  THE ORDER ADMITTING THE WILL TO PROBATE; AND IF SUCH WILL CREATED A
                                                 TRUST CAPABLE OF RECEIVING PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO THE TRUSTEE.

                                             IF, BEFORE WE RECEIVE THESE DOCUMENTS, SATISFACTORY PROOF IS FURNISHED
                                             THAT:

                                             A)  THE TESTATOR DIED INTESTATE; OR

                                             B)  THE WILL CREATED NO TRUST CAPABLE OF RECEIVING PROCEEDS; OR

                                             C)  THE TESTATOR WAS NOT THE INSURED, BUT SURVIVED THE INSURED;

                                             THEN WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED.

                                             IF WE PAY UNDER ANY OF THESE CONDITIONS, WE WILL BE DISCHARGED TO THE
                                             EXTENT OF SUCH PAYMENT. WE ARE NOT REQUIRED TO CHECK INTO THE VALIDITY,
                                             GENERAL TERMS OR PROPER ADMINISTRATION OF THE TRUST. SUCH TRUSTEE
                                             DESIGNATION WILL NOT AFFECT YOUR RIGHTS UNDER THE POLICY, INCLUDING THE
                                             RIGHT TO CHANGE THE BENEFICIARY.

                                    5.       TRUST UNDER SEPARATE WRITTEN AGREEMENT. WHEN WE RECEIVE AT OUR HOME OFFICE
                                             A WRITTEN STATEMENT FROM THE TRUSTEE NAMED IN THE BENEFICIARY DESIGNATION
                                             THAT:

                                             A)  THE TRUST AGREEMENT IS IN FORCE; AND

                                             B)  THE AGREEMENT PERMITS THE TRUSTEE TO RECEIVE THE PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO THE TRUSTEE.

                                             IF, BEFORE WE RECEIVE THE TRUSTEE'S STATEMENT, SATISFACTORY PROOF IS
                                             FURNISHED THAT:

                                             A)  THE TRUST AGREEMENT IS NOT IN EFFECT; OR

                                             B)  THE AGREEMENT DOES NOT PERMIT THE TRUSTEE TO RECEIVE THE PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED.

                                             IF WE PAY UNDER ANY OF THESE CONDITIONS, WE WILL BE DISCHARGED TO THE
                                             EXTENT OF SUCH PAYMENT. WE ARE ENTITLED TO RELY ON ANY STATEMENTS OR
                                             DOCUMENTS FURNISHED TO US BY THE TRUSTEE AND ARE NOT REQUIRED TO CHECK
                                             INTO THE VALIDITY, GENERAL TERMS OR PROPER ADMINISTRATION OF THE TRUST
                                             AGREEMENT. SUCH TRUSTEE DESIGNATION WILL NOT AFFECT YOUR RIGHTS UNDER
                                             THE POLICY, INCLUDING THE RIGHT TO CHANGE THE BENEFICIARY.

                                    6.       IRREVOCABLE BENEFICIARY. YOU CANNOT CHANGE AN IRREVOCABLE BENEFICIARY
                                             WITHOUT THE WRITTEN CONSENT OF SUCH BENEFICIARY. ALSO, YOU CANNOT
                                             EXERCISE ANY OTHER OWNERSHIP RIGHTS WITHOUT THE CONSENT OF SUCH
                                             BENEFICIARY, IF THE EXERCISE OF SUCH RIGHTS WILL HAVE THE EFFECT OF
                                             DIMINISHING THE RIGHTS AND INTEREST OF THE IRREVOCABLE BENEFICIARY.

                                    7.       CREDITOR BENEFICIARY. PROCEEDS PAYABLE TO ANY CREDITOR BENEFICIARY ARE
                                             LIMITED TO ITS PROVABLE INTEREST. THE BALANCE OF ANY PROCEEDS WILL BE
                                             PAID TO ANY OTHER NAMED BENEFICIARY. IF THERE IS NO OTHER BENEFICIARY
                                             LIVING, WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED. YOU
                                             CANNOT CHANGE A CREDITOR BENEFICIARY WITHOUT THE WRITTEN CONSENT OF THE
                                             CREDITOR OR RELEASE OF ITS INTEREST. ALSO, YOU CANNOT EXERCISE ANY OTHER
                                             OWNERSHIP RIGHTS WITHOUT THE CONSENT OF SUCH BENEFICIARY, IF THE
                                             EXERCISE OF SUCH RIGHTS WILL HAVE THE EFFECT OF DIMINISHING THE RIGHTS
                                             AND INTEREST OF THE CREDITOR BENEFICIARY.


103014                              3.03
(6/98)


<PAGE> 11

CHANGE OF                           DURING THE INSURED'S LIFETIME YOU MAY CHANGE THE OWNERSHIP AND BENEFICIARY
OWNER OR                            DESIGNATIONS, SUBJECT TO ANY RESTRICTIONS AS STATED IN THE OWNER OR BENEFICIARY
BENEFICIARY                         PROVISIONS. YOU MUST MAKE THE CHANGE IN WRITTEN FORM SATISFACTORY TO US. IF
                                    ACCEPTABLE TO US THE CHANGE WILL TAKE EFFECT AS OF THE TIME YOU SIGNED THE REQUEST,
                                    WHETHER OR NOT THE INSURED IS LIVING WHEN WE RECEIVE YOUR REQUEST AT OUR HOME
                                    OFFICE. THE CHANGE WILL BE SUBJECT TO ANY ASSIGNMENT OF THIS POLICY OR OTHER LEGAL
                                    RESTRICTIONS. IT WILL ALSO BE SUBJECT TO ANY PAYMENT WE MADE OR ACTION WE TOOK
                                    BEFORE WE RECEIVED YOUR WRITTEN NOTICE OF THE CHANGE. WE HAVE THE RIGHT TO REQUIRE THE
                                    POLICY FOR ENDORSEMENT BEFORE WE ACCEPT THE CHANGE.

                                    IF YOU ARE ALSO THE BENEFICIARY OF THE POLICY AT THE TIME OF THE INSURED'S DEATH, YOU
                                    MAY DESIGNATE SOME OTHER PERSON TO RECEIVE THE PROCEEDS OF THE POLICY WITHIN 60 DAYS
                                    AFTER THE INSURED'S DEATH.

ASSIGNMENTS                         WE WILL NOT BE BOUND BY AN ASSIGNMENT OF THE POLICY OR OF ANY INTEREST IN IT
                                    UNLESS:

                                    1.       THE ASSIGNMENT IS MADE AS A WRITTEN INSTRUMENT,

                                    2.       YOU FILE THE ORIGINAL INSTRUMENT OR A CERTIFIED COPY WITH US AT OUR HOME
                                             OFFICE, AND

                                    3.       WE SEND YOU AN ACKNOWLEDGED COPY.

                                    WE ARE NOT RESPONSIBLE FOR DETERMINING THE VALIDITY OF ANY ASSIGNMENT.

                                    IF A CLAIM IS BASED ON AN ASSIGNMENT, WE MAY REQUIRE PROOF OF INTEREST OF THE
                                    CLAIMANT. A VALID ASSIGNMENT WILL TAKE PRECEDENCE OVER ANY CLAIM OF A BENEFICIARY.

REQUESTS FOR                        SUBMIT ALL REQUESTS FOR CHANGE AND/OR INFORMATION IN WRITING TO OUR HOME OFFICE -
CHANGES AND/OR                      GENERAL AMERICAN LIFE INSURANCE COMPANY, P.O. BOX 14490, ST. LOUIS, MO 63178.
INFORMATION


<CAPTION>
                                    3. GENERAL PROVISIONS

<C>                                 <S>
THE CONTRACT                        WE HAVE ISSUED THIS POLICY IN CONSIDERATION OF THE APPLICATION AND PAYMENT OF
                                    PREMIUMS. THE POLICY, THE APPLICATION FOR IT, ANY RIDERS AND ANY APPLICATION FOR
                                    AN INCREASE IN FACE AMOUNT CONSTITUTE THE ENTIRE CONTRACT AND ARE ATTACHED TO AND
                                    MADE A PART OF THE POLICY WHEN THE INSURANCE APPLIED FOR IS ACCEPTED. A COPY OF ANY
                                    APPLICATION FOR REINSTATEMENT WILL BE SENT TO YOU FOR ATTACHMENT TO THIS POLICY AND
                                    WILL BECOME PART OF THE CONTRACT OF REINSTATEMENT AND OF THIS POLICY. THE POLICY MAY
                                    BE CHANGED BY MUTUAL AGREEMENT. ANY CHANGE MUST BE IN WRITING AND APPROVED BY OUR
                                    PRESIDENT, VICE-PRESIDENT OR SECRETARY. OUR AGENTS HAVE NO AUTHORITY TO ALTER OR
                                    MODIFY ANY TERMS, CONDITIONS, OR AGREEMENTS OF THIS POLICY, OR TO WAIVE ANY OF ITS
                                    PROVISIONS.

CONFORMITY WITH                     IF ANY PROVISION IN THIS POLICY IS IN CONFLICT WITH THE LAWS OF THE STATE WHICH
STATUTES                            GOVERN THIS POLICY, THE PROVISION WILL BE DEEMED TO BE AMENDED TO CONFORM WITH SUCH
                                    LAWS. IN ADDITION, WE RESERVE THE RIGHT TO CHANGE THIS POLICY IF WE DETERMINE THAT
                                    A CHANGE IS NECESSARY TO CAUSE THIS POLICY TO COMPLY WITH, OR GIVE YOU THE BENEFIT
                                    OF, ANY FEDERAL OR STATE STATUTE, RULE, OR REGULATION, INCLUDING, BUT NOT LIMITED
                                    TO, REQUIREMENTS FOR LIFE INSURANCE CONTRACTS UNDER THE INTERNAL REVENUE CODE, OR
                                    ITS REGULATIONS OR PUBLISHED RULINGS.

STATEMENTS IN                       ALL STATEMENTS MADE BY THE INSURED OR ON HIS OR HER BEHALF, OR BY THE APPLICANT, WILL
APPLICATION                         BE DEEMED REPRESENTATIONS AND NOT WARRANTIES, EXCEPT IN THE CASE OF FRAUD. MATERIAL
                                    MISSTATEMENTS WILL NOT BE USED TO VOID THE POLICY, ANY RIDER OR ANY INCREASE IN
                                    FACE AMOUNT OR DENY A CLAIM UNLESS MADE IN THE APPLICATION FOR A POLICY, A RIDER OR
                                    AN INCREASE IN FACE AMOUNT.


CLAIMS OF                           TO THE EXTENT PERMITTED BY LAW, NEITHER THE POLICY NOR ANY PAYMENT UNDER IT WILL BE
CREDITORS                           SUBJECT TO THE CLAIMS OF CREDITORS OR TO ANY LEGAL PROCESS.


103014                              3.04
(6/98)


<PAGE> 12

RIGHT TO EXAMINE                    YOU HAVE THE RIGHT TO REQUEST US TO CANCEL AN INCREASE IN FACE AMOUNT AND RECEIVE A
INCREASE IN                         PREMIUM REFUND. THE REQUEST MUST BE IN WRITING AND MUST BE MADE NO LATER THAN:
FACE AMOUNT
                                    -        20 DAYS FROM THE DATE YOU RECEIVED THE NEW POLICY SPECIFICATIONS PAGE FOR THE
                                             INCREASE; OR

                                    -        45 DAYS AFTER THE DATE YOU SIGNED THE APPLICATION FOR THE INCREASE.

                                    IF YOU DO REQUEST US TO CANCEL THE INCREASE, THE MONTHLY DEDUCTIONS ASSOCIATED WITH
                                    THAT INCREASE WILL BE RESTORED TO THE POLICY'S CASH VALUE. THIS AMOUNT WILL BE
                                    ALLOCATED TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN
                                    THE SAME MANNER AS IT WAS DEDUCTED.

CONVERSION RIGHTS                   WHILE YOUR POLICY IS IN FORCE, YOU HAVE A ONE TIME RIGHT DURING THE FIRST TWO
                                    POLICY YEARS TO TRANSFER ALL OF YOUR CASH VALUE FROM THE DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN TO THE GENERAL ACCOUNT.

                                    IF, AT ANY TIME DURING THE FIRST TWO POLICY YEARS, YOU REQUEST IN WRITING THE
                                    TRANSFER OF THE CASH VALUE HELD IN THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN TO THE
                                    GENERAL ACCOUNT AND YOU INDICATE THAT YOU ARE MAKING THIS TRANSFER IN EXERCISE OF
                                    YOUR CONVERSION RIGHTS, THE TRANSFER WILL NOT BE SUBJECT TO A TRANSFER CHARGE OR
                                    TRANSFER LIMITS, IF ANY. AT THE TIME OF SUCH TRANSFER, THERE WILL NOT BE ANY EFFECT
                                    ON THE POLICY'S DEATH BENEFIT, FACE AMOUNT, NET AMOUNT AT RISK, RATE CLASS OR ISSUE
                                    AGE.

                                    IF YOU EXERCISE YOUR ONE TIME CONVERSION RIGHT, WE WILL AUTOMATICALLY ALLOCATE ALL
                                    FUTURE NET PREMIUMS TO THE GENERAL ACCOUNT.

MISSTATEMENT OF                     IF THERE IS A MISSTATEMENT OF AGE OR SEX IN THE APPLICATION, THE AMOUNT OF THE
AGE OR SEX AND                      DEATH BENEFIT WILL BE THAT WHICH WOULD BE PURCHASED BY THE MOST RECENT MONTHLY
CORRECTIONS                         COST OF INSURANCE CHARGE AT THE CORRECT AGE OR SEX.

                                    IF WE MAKE ANY PAYMENT OR POLICY CHANGES IN GOOD FAITH, RELYING ON OUR RECORDS, OR
                                    EVIDENCE SUPPLIED TO US, OUR DUTY WILL BE FULLY DISCHARGED. WE RESERVE THE RIGHT TO
                                    CORRECT ANY ERRORS IN THE POLICY.

INCONTESTABILITY                    WE CANNOT CONTEST THIS POLICY AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF
                                    THE INSURED FOR TWO YEARS FROM ITS ISSUE DATE. WE CANNOT CONTEST AN INCREASE IN
                                    FACE AMOUNT WITH REGARD TO MATERIAL MISSTATEMENTS MADE CONCERNING SUCH INCREASE
                                    AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF THE INSURED FOR TWO YEARS FROM
                                    ITS EFFECTIVE DATE. WE CANNOT CONTEST ANY REINSTATEMENT OF THIS POLICY, WITH REGARD
                                    TO MATERIAL MISSTATEMENTS MADE CONCERNING SUCH REINSTATEMENT, AFTER IT HAS BEEN IN
                                    FORCE DURING THE LIFETIME OF THE INSURED FOR A PERIOD OF TWO YEARS FROM THE DATE WE
                                    APPROVE THE REINSTATEMENT. THIS PROVISION WILL NOT APPLY TO ANY RIDER WHICH CONTAINS
                                    ITS OWN INCONTESTABILITY CLAUSE.

SUICIDE EXCLUSION                   IF THE INSURED DIES BY SUICIDE, WHILE SANE OR INSANE, WITHIN TWO YEARS FROM THE
                                    ISSUE DATE (OR WITHIN THE MAXIMUM PERIOD PERMITTED BY LAW OF THE STATE IN WHICH
                                    THIS POLICY WAS DELIVERED, IF LESS THAN TWO YEARS), THE AMOUNT PAYABLE WILL BE
                                    LIMITED TO THE AMOUNT OF PREMIUMS PAID, LESS ANY OUTSTANDING POLICY LOANS WITH
                                    INTEREST TO THE DATE OF DEATH, AND LESS ANY PARTIAL WITHDRAWALS.

                                    IF THE INSURED, WHILE SANE OR INSANE, COMMITS SUICIDE WITHIN TWO YEARS AFTER THE
                                    EFFECTIVE DATE OF ANY INCREASE IN FACE AMOUNT, THE DEATH BENEFIT FOR THAT INCREASE
                                    WILL BE LIMITED TO THE MONTHLY DEDUCTIONS FOR THE INCREASE.

CHANGE OF                           WHILE THIS POLICY IS IN FORCE, YOU MAY CHANGE THE INSURED. TO DO  THIS, YOU MUST
INSURED                             MEET THE REQUIREMENTS ESTABLISHED BY US. ANY RIDER ATTACHED TO THIS POLICY MAY BE
                                    CONTINUED ONLY WITH OUR CONSENT. WE RESERVE THE RIGHT TO CHARGE A NOMINAL FEE FOR
                                    PROCESSING A CHANGE OF INSURED.


103014                              3.05
(6/98)


<PAGE> 13

ANNUAL REPORT                       EACH YEAR A REPORT WILL BE SENT TO YOU WHICH SHOWS THE CURRENT POLICY VALUES,
                                    PREMIUMS PAID AND DEDUCTIONS MADE SINCE THE LAST REPORT, AND ANY OUTSTANDING POLICY
                                    LOANS.

PROJECTION OF                       YOU MAY MAKE A WRITTEN REQUEST TO US FOR A PROJECTION OF ILLUSTRATIVE FUTURE CASH
BENEFITS AND                        VALUES AND DEATH BENEFITS. IF REQUESTED MORE THAN ONCE PER POLICY YEAR, THIS
VALUES                              PROJECTION WILL BE FURNISHED TO YOU FOR A NOMINAL FEE. THIS FEE WILL NOT EXCEED THE
                                    MAXIMUM FEE FOR PROJECTION OF BENEFITS AND VALUES SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.

<CAPTION>
                                    4. SEPARATE ACCOUNT PROVISIONS

<C>                                 <S>
SEPARATE ACCOUNT                    THE VARIABLE BENEFITS UNDER THIS POLICY ARE PROVIDED THROUGH INVESTMENTS IN
                                    SEPARATE ACCOUNT ELEVEN. THIS ACCOUNT IS USED FOR FLEXIBLE PREMIUM VARIABLE LIFE
                                    INSURANCE POLICIES AND, IF PERMITTED BY LAW, MAY BE USED FOR OTHER POLICIES OR
                                    CONTRACTS AS WELL.

                                    WE HOLD THE ASSETS OF SEPARATE ACCOUNT ELEVEN. THESE ASSETS ARE HELD SEPARATELY
                                    FROM THE ASSETS HELD IN THE GENERAL ACCOUNT. INCOME, GAINS AND LOSSES---WHETHER OR
                                    NOT REALIZED---FROM ASSETS ALLOCATED TO SEPARATE ACCOUNT ELEVEN WILL BE CREDITED TO
                                    OR CHARGED AGAINST THE ACCOUNT WITHOUT REGARD TO OUR OTHER INCOME, GAINS OR LOSSES.

                                    THE PORTION OF THE ASSETS HELD BY SEPARATE ACCOUNT ELEVEN EQUAL TO THE RESERVES AND
                                    OTHER POLICY LIABILITIES WITH RESPECT TO SEPARATE ACCOUNT ELEVEN WILL NOT BE
                                    CHARGED WITH LIABILITIES THAT ARISE FROM ANY OTHER BUSINESS WE MAY CONDUCT. WE HAVE
                                    THE RIGHT TO TRANSFER TO OUR GENERAL ACCOUNT ANY ASSETS OF SEPARATE ACCOUNT ELEVEN
                                    WHICH ARE IN EXCESS OF THE RESERVES AND OTHER POLICY LIABILITIES OF SEPARATE
                                    ACCOUNT ELEVEN.

                                    SEPARATE ACCOUNT ELEVEN IS REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                    AS A UNIT INVESTMENT TRUST UNDER THE INVESTMENT COMPANY ACT OF 1940. SEPARATE
                                    ACCOUNT ELEVEN IS ALSO SUBJECT TO THE LAWS OF THE STATE OF MISSOURI, WHICH REGULATE
                                    THE OPERATIONS OF INSURANCE COMPANIES INCORPORATED IN MISSOURI. THE INVESTMENT
                                    POLICY OF SEPARATE ACCOUNT ELEVEN WILL NOT BE CHANGED WITHOUT THE APPROVAL OF THE
                                    INSURANCE COMMISSIONER OF THE STATE OF MISSOURI. THE APPROVAL PROCESS IS ON FILE
                                    WITH THE INSURANCE COMMISSIONER OF THE STATE IN WHICH THIS POLICY WAS DELIVERED.

DIVISIONS                           SEPARATE ACCOUNT ELEVEN HAS SEVERAL DIVISIONS. EACH DIVISION INVESTS IN A
                                    CORRESPONDING INVESTMENT PORTFOLIO FROM ONE OR MORE REGISTERED INVESTMENT
                                    COMPANIES.

                                    INCOME, GAINS AND LOSSES---WHETHER OR NOT REALIZED---FROM THE ASSETS OF EACH
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN ARE CREDITED TO OR CHARGED AGAINST THAT
                                    DIVISION WITHOUT REGARD TO INCOME, GAINS OR LOSSES IN OTHER DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN OR IN THE GENERAL ACCOUNT.

                                    WE WILL VALUE THE ASSETS OF EACH DIVISION OF SEPARATE ACCOUNT ELEVEN AT THE END OF
                                    EACH VALUATION PERIOD. A VALUATION PERIOD IS THE PERIOD BETWEEN TWO SUCCESSIVE
                                    VALUATION DATES. A VALUATION DATE IS ANY DAY THAT BENEFITS VARY AND ON WHICH THE
                                    NEW YORK STOCK EXCHANGE AND OUR HOME OFFICE ARE OPEN FOR BUSINESS OR ANY OTHER DAY
                                    THAT MAY BE REQUIRED BY ANY APPLICABLE SECURITIES AND EXCHANGE COMMISSION RULES AND
                                    REGULATIONS.


103014                              3.06
(6/98)


<PAGE> 14

TRANSFERS                           YOU MAY TRANSFER AMOUNTS AS FOLLOWS:

                                    -        BETWEEN THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN;
                                             OR

                                    -        AMONG THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN.

                                    -        THE FIRST 12 REQUESTED TRANSFERS AND/OR PARTIAL WITHDRAWALS PER POLICY
                                             YEAR WILL BE ALLOWED FREE OF CHARGE; THEREAFTER WE MAY IMPOSE A TRANSFER
                                             CHARGE NOT TO EXCEED THE MAXIMUM TRANSFER CHARGE SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE.

                                    THESE TRANSFERS WILL BE SUBJECT TO THE FOLLOWING CONDITIONS:

                                    -        WE MUST RECEIVE A REQUEST FOR TRANSFER IN A FORM ACCEPTABLE TO US.

                                    -        TRANSFERS FROM OR AMONG THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN MUST BE
                                             AT LEAST $500.00 OR THE ENTIRE AMOUNT YOU HAVE IN A DIVISION, IF SMALLER.

                                    -        TRANSFERS AND/OR PARTIAL WITHDRAWALS FROM THE GENERAL ACCOUNT TO THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN MUST BE AT LEAST $500.00. THE
                                             MAXIMUM AMOUNT OF ALL TRANSFERS AND PARTIAL WITHDRAWALS FROM THE GENERAL
                                             ACCOUNT IN ANY POLICY YEAR WILL BE THE GREATER OF (1) OR (2):

                                             1.  THE CASH SURRENDER VALUE OF THE GENERAL ACCOUNT AT THE BEGINNING OF
                                                 THAT POLICY YEAR MULTIPLIED BY THE GENERAL ACCOUNT MAXIMUM
                                                 WITHDRAWAL PERCENT LIMIT, AS SHOWN ON THE POLICY SPECIFICATIONS
                                                 PAGE.

                                             2.  THE PREVIOUS YEAR'S GENERAL ACCOUNT MAXIMUM WITHDRAWAL AMOUNT.

                                    -        THE GENERAL ACCOUNT CASH VALUE IMMEDIATELY AFTER ANY TRANSFER IN TO THE
                                             GENERAL ACCOUNT CANNOT EXCEED 1., BELOW, MULTIPLIED BY 2., BELOW:

                                             1.  THE GENERAL ACCOUNT CASH VALUE PLUS THE SEPARATE ACCOUNT CASH VALUE.

                                             2.  THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AS SHOWN ON THE POLICY
                                                 SPECIFICATIONS PAGE.

                                    WE MAY REVOKE OR MODIFY THE TRANSFER PRIVILEGE AT ANY TIME, INCLUDING THE MINIMUM
                                    AMOUNT TRANSFERABLE, THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT, AND THE
                                    TRANSFER CHARGE, IF ANY.

ADDITION, DELETION                  WE RESERVE THE RIGHT, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW, TO MAKE ADDITIONS
OR SUBSTITUTION                     TO, DELETIONS FROM, OR SUBSTITUTIONS FOR THE SHARES OF A FUND THAT ARE HELD BY
OF INVESTMENTS                      SEPARATE ACCOUNT ELEVEN OR THAT SEPARATE ACCOUNT ELEVEN MAY PURCHASE. WE RESERVE
                                    THE RIGHT TO ELIMINATE THE SHARES OF ANY OF THE FUNDS OF THIS POLICY AND TO
                                    SUBSTITUTE SHARES OF ANOTHER FUND OF A REGISTERED INVESTMENT COMPANY, IF THE SHARES
                                    OR FUNDS ARE NO LONGER AVAILABLE FOR INVESTMENT OR IF IN OUR JUDGEMENT, FURTHER
                                    INVESTMENT IN ANY FUND SHOULD BECOME INAPPROPRIATE IN VIEW OF THE PURPOSE OF THE
                                    POLICY. WE WILL NOT SUBSTITUTE ANY SHARES ATTRIBUTABLE TO THE OWNER'S INTEREST IN A
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN WITHOUT NOTICE TO THE OWNER AND COMPLIANCE WITH
                                    THE INVESTMENT COMPANY ACT OF 1940. THIS WILL NOT PREVENT SEPARATE ACCOUNT ELEVEN
                                    FROM PURCHASING OTHER SECURITIES FOR OTHER SERIES OR CLASSES OF POLICIES, OR FROM
                                    PERMITTING CONVERSION BETWEEN SERIES OR CLASSES OF POLICIES OR CONTRACTS ON THE
                                    BASIS OF REQUESTS MADE BY OWNERS.

                                    WE RESERVE THE RIGHT TO ESTABLISH ADDITIONAL DIVISIONS OF SEPARATE ACCOUNT ELEVEN
                                    WHICH WOULD INVEST IN SHARES OF REGISTERED INVESTMENT COMPANIES AND TO MAKE SUCH
                                    DIVISIONS AVAILABLE TO SUCH CLASS OR SERIES OF POLICIES AS WE DEEM APPROPRIATE. WE
                                    ALSO RESERVE THE RIGHT TO ELIMINATE OR COMBINE EXISTING DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN OR TO TRANSFER ASSETS BETWEEN DIVISIONS.

                                    IF WE CONSIDER IT TO BE IN THE BEST INTEREST OF PERSONS HAVING VOTING RIGHTS UNDER
                                    THE POLICIES, SEPARATE ACCOUNT ELEVEN MAY BE OPERATED AS A MANAGEMENT COMPANY UNDER
                                    THE INVESTMENT COMPANY ACT OF 1940; IT MAY BE DEREGISTERED UNDER THAT ACT IN THE
                                    EVENT REGISTRATION IS NO LONGER REQUIRED; IT MAY BE COMBINED WITH OTHER SEPARATE
                                    ACCOUNTS; OR ITS ASSETS MAY BE TRANSFERRED TO OTHER SEPARATE ACCOUNTS.


103014                              3.07
(6/98)


<PAGE> 15

<CAPTION>
                                    5. POLICY BENEFITS

<C>                                 <S>
POLICY PROCEEDS                     THE POLICY PROCEEDS ARE:

                                    1.       THE DEATH BENEFIT UNDER THE CONTRACT TYPE THEN IN EFFECT; PLUS

                                    2.       ANY DIVIDEND DUE; PLUS

                                    3.       THE MONTHLY COST OF INSURANCE FOR THE PORTION OF THE POLICY MONTH FROM THE
                                             DATE OF DEATH TO THE END OF THE POLICY MONTH OF DEATH; MINUS

                                    4.       ANY PAYMENT DUE UNDER THE GRACE PERIOD PROVISION AS OF THE DATE OF
                                             DEATH; MINUS

                                    5.       ANY LOAN AND LOAN INTEREST DUE.

DEATH BENEFIT                       PRIOR TO THE INSURED'S ATTAINED AGE 100, THE DEATH BENEFIT DEPENDS UPON THE
                                    CONTRACT TYPE IN EFFECT ON THE DATE OF THE INSURED'S DEATH. THE CONTRACT TYPE
                                    IN EFFECT IS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    OPTION A CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT; OR

                                    2.       THE APPLICABLE PERCENTAGE OF THE CASH VALUE ON THE DATE OF DEATH AS DESCRIBED
                                             IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 OR ANY APPLICABLE
                                             SUCCESSOR PROVISION AND MODIFIED FOR AGES 95 AND ABOVE.

                                    OPTION B CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT PLUS THE CASH VALUE ON THE DATE OF DEATH; OR

                                    2.       THE APPLICABLE PERCENTAGE OF THE CASH VALUE ON THE DATE OF DEATH AS
                                             DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 OR
                                             ANY APPLICABLE SUCCESSOR PROVISION AND MODIFIED FOR AGES 95 AND ABOVE.

                                    OPTION C CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT; OR

                                    2.       THE CASH VALUE ON THE DATE OF DEATH MULTIPLIED BY THE APPLICABLE ATTAINED
                                             AGE FACTOR AS SHOWN ON THE POLICY'S DEATH BENEFIT OPTION C ATTAINED AGE
                                             FACTORS PAGE.

                                    NOTWITHSTANDING ANYTHING IN THIS POLICY, THE DEATH BENEFIT WILL IN NO CASE BE LESS
                                    THAN THE AMOUNT NECESSARY TO CAUSE THE POLICY TO MEET THE REQUIREMENTS FOR THE
                                    DEFINITION OF LIFE INSURANCE UNDER THE INTERNAL REVENUE CODE OF 1986 OR ANY
                                    APPLICABLE SUCCESSOR PROVISION.

APPLICABLE                          THE PERCENTAGES AS CURRENTLY DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE
PERCENTAGE:                         CODE OF 1986 AND MODIFIED FOR AGES 95 AND ABOVE ARE AS FOLLOWS:

<CAPTION>
                                    IN THE CASE OF AN INSURED WITH AN               THE APPLICABLE PERCENTAGE WILL
                                    ATTAINED AGE AS OF THE BEGINNING                DECREASE BY A RATABLE PORTION
                                    OF THE CONTRACT YEAR OF:                        FOR EACH FULL YEAR:

                                    MORE THAN:         BUT NOT MORE THAN:            FROM:                  TO:
<S>                                                    <C>                           <C>                  <C>
                                           0                    40                    250                   250
                                          40                    45                    250                   215
                                          45                    50                    215                   185
                                          50                    55                    185                   150
                                          55                    60                    150                   130
                                          60                    65                    130                   120
                                          65                    70                    120                   115
                                          70                    75                    115                   105
                                          75                    90                    105                   105
                                          90                    95                    105                   101
                                          95  OR                                      101
                                              HIGHER




104008                              4.01
(6/98)


<PAGE> 16

<C>                                 <S>
CONTINUATION                        IF THIS POLICY IS IN FORCE BEYOND THE INSURED'S ATTAINED AGE 100, THE DEATH BENEFIT
OF THE POLICY                       WILL BE 101% OF THE POLICY'S CASH VALUE.
BEYOND ATTAINED
AGE 100                             PLEASE NOTE: THIS POLICY MAY NOT QUALIFY AS LIFE INSURANCE AFTER THE INSURED'S
                                    ATTAINED AGE 100 AND MAY BE SUBJECT TO TAX CONSEQUENCES. PLEASE CONSULT A TAX
                                    ADVISER PRIOR TO CONTINUING THE POLICY BEYOND THE INSURED'S ATTAINED AGE 100.
                                    IT IS POSSIBLE THAT INSURANCE COVERAGE MAY NOT CONTINUE EVEN IF PLANNED PREMIUMS
                                    ARE PAID IN A TIMELY MANNER.

POLICY CHANGES                      YOU MAY REQUEST POLICY CHANGES AT ANY TIME UNLESS WE SPECIFICALLY INDICATE
                                    OTHERWISE. WE LIMIT THE NUMBER OF CHANGES TO ONE PER POLICY YEAR, AND WE DO NOT
                                    PERMIT CHANGES IN THE FIRST POLICY YEAR. THE TYPES OF CHANGES ALLOWED ARE EXPLAINED
                                    BELOW.

                                    NO CHANGE WILL BE PERMITTED THAT WOULD RESULT IN THIS POLICY NOT SATISFYING THE
                                    DEFINITION OF LIFE INSURANCE UNDER THE INTERNAL REVENUE CODE OF 1986 OR ANY
                                    APPLICABLE SUCCESSOR PROVISION.

CHANGE IN                           THE FACE AMOUNT MAY BE CHANGED BY SENDING US A WRITTEN REQUEST.
FACE AMOUNT
                                    ANY DECREASE IN FACE AMOUNT WILL BE SUBJECT TO THE FOLLOWING CONDITIONS:

                                    1.       THE DECREASE WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR
                                             FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    2.       THE DECREASE WILL REDUCE THE FACE AMOUNT IN THE FOLLOWING ORDER;

                                             A.       THE FACE AMOUNT PROVIDED BY THE MOST RECENT INCREASE;

                                             B.       FACE AMOUNTS PROVIDED BY THE NEXT MOST RECENT INCREASES,
                                                      SUCCESSIVELY; AND

                                             C.       THE FACE AMOUNT WHEN THE POLICY WAS ISSUED.

                                    3.       THE FACE AMOUNT REMAINING IN FORCE AFTER ANY REQUESTED DECREASE MAY NOT BE
                                             LESS THAN THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    4.       ANY DECREASE MUST BE AT LEAST THE MINIMUM FACE AMOUNT DECREASE AS SHOWN ON
                                             THE POLICY SPECIFICATIONS PAGE.

                                    A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT AS EXPLAINED IN THE
                                    SURRENDER CHARGE PROVISION.

                                    AFTER THE FIRST POLICY ANNIVERSARY, YOU CAN INCREASE THE FACE AMOUNT SUBJECT TO THE
                                    FOLLOWING CONDITIONS:

                                    1.       PROOF THAT THE INSURED IS INSURABLE BY OUR STANDARDS ON THE DATE OF THE
                                             REQUESTED INCREASE MUST BE SUBMITTED.

                                    2.       THE INCRREASE, IF APPROVED BY US, WILL BECOME EFFECTIVE ON THE MONTHLY
                                             ANNIVERSARY ON OR FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    3.       ANY INCREASE MUST BE AT LEAST THE MINIMUM FACE AMOUNT INCREASE AS SHOWN
                                             ON THE POLICY SPECIFICATIONS PAGE.

                                    4.       THE INSURED MUST HAVE AN ATTAINED AGE NOT GREATER THAN AGE 80 ON THE POLICY
                                             ANNIVERSARY THAT THE INCREASE WILL BECOME EFFECTIVE.

                                    WE WILL AMEND YOUR POLICY TO SHOW THE EFFECTIVE DATE OF THE DECREASE OR INCREASE.

CHANGE IN                           IF THE CONTRACT TYPE IN EFFECT IS OPTION A OR OPTION B, YOU MAY CHANGE THE CONTRACT
CONTRACT TYPE                       TYPE BY SENDING US A WRITTEN REQUEST. THE EFFECTIVE DATE OF THE CHANGE WILL BE THE
                                    MONTHLY ANNIVERSARY ON OR FOLLOWING THE DATE WE RECEIVE YOUR REQUEST. ON THE
                                    EFFECTIVE DATE OF THIS CHANGE THE DEATH BENEFIT PAYABLE DOES NOT CHANGE, BUT THE
                                    FACE AMOUNT MAY CHANGE.

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION B, YOU MAY CHANGE IT TO OPTION A. THE FACE
                                    AMOUNT WILL BE INCREASED TO EQUAL THE DEATH BENEFIT ON THE EFFECTIVE DATE OF
                                    CHANGE. THE CONTRACT TYPE CANNOT BE CHANGED FROM OPTION B TO OPTION C.


104008                              4.02
(6/98)


<PAGE> 17

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION A, YOU MAY CHANGE IT TO OPTION B. PROOF
                                    THAT THE INSURED IS INSURABLE BY OUR STANDARDS ON THE DATE OF THE CHANGE MUST BE
                                    SUBMITTED. THE FACE AMOUNT WILL BE DECREASED TO EQUAL THE DEATH BENEFIT LESS THE
                                    CASH VALUE ON THE EFFECTIVE DATE OF CHANGE. THIS CHANGE MAY NOT BE MADE IF IT WOULD
                                    RESULT IN A FACE AMOUNT WHICH IS LESS THAN THE MINIMUM FACE AMOUNT SHOWN ON THE
                                    POLICY SPECIFICATIONS PAGE. A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE
                                    AMOUNT AS EXPLAINED IN THE SURRENDER CHARGE PROVISION. THE CONTRACT TYPE CANNOT BE
                                    CHANGED FROM OPTION A TO OPTION C.

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION C, THE CONTRACT TYPE CANNOT BE CHANGED.

<CAPTION>
                                    6. PREMIUMS AND GRACE PERIOD

<C>                                 <S>
PAYMENT OF PREMIUMS                 YOUR FIRST PREMIUM IS DUE AS OF THE ISSUE DATE. WHILE INSURED IS LIVING, PREMIUMS
                                    AFTER THE FIRST MUST BE PAID AT OUR HOME OFFICE. A PREMIUM RECEIPT WILL BE FURNISHED
                                    UPON REQUEST. IF THIS POLICY IS IN YOUR POSSESSION AND YOU HAVE NOT PAID THE FIRST
                                    PREMIUM, IT IS NOT IN FORCE. IT WILL BE CONSIDERED THAT YOU HAVE THE POLICY FOR
                                    INSPECTION ONLY.

                                    PREMIUMS MAY BE PAID IN ANY AMOUNT AND AT ANY INTERVAL SUBJECT TO THE FOLLOWING
                                    CONDITIONS:

                                    1.       AT THE END OF THE FIRST POLICY YEAR, YOUR TOTAL PREMIUM PAYMENTS FOR THIS
                                             POLICY MUST BE GREATER THAN OR EQUAL TO THE MINIMUM INITIAL ANNUAL PREMIUM
                                             AMOUNT AS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    2.       ANY SUBSEQUENT PREMIUM PAYMENT MUST BE AT LEAST $10.00.

                                    3.       TOTAL PREMIUMS PAID IN ANY POLICY YEAR FOR POLICIES ISSUED WITH THE OPTION
                                             A OR B CONTRACT TYPE MAY NOT EXCEED AN AMOUNT THAT WOULD CAUSE THE
                                             POLICY TO FAIL THE DEFINITION OF LIFE INSURANCE AS DEFINED BY SECTION
                                             7702 OF THE INTERNAL REVENUE CODE OF 1986, OR ANY APPLICABLE SUCCESSOR
                                             PROVISION THERETO. THE MAXIMUM PREMIUM LIMIT FOR THE FOLLOWING POLICY
                                             YEAR WILL BE SHOWN ON YOUR ANNUAL REPORT.

                                    ON ANY DATE THAT WE RECEIVE A PREMIUM WHICH CAUSES THE DEATH BENEFIT UNDER ANY OF
                                    THE CONTRACT TYPES TO INCREASE BY AN AMOUNT THAT EXCEEDS THAT PREMIUM RECEIVED, WE
                                    RESERVE THE RIGHT TO REFUSE THAT PREMIUM PAYMENT. WE MAY REQUIRE ADDITIONAL
                                    EVIDENCE OF INSURABILITY BEFORE WE ACCEPT THE PREMIUM.

NET PREMIUM                         THE NET PREMIUM IS:

                                    1.       THE PREMIUM PAID; MINUS

                                    2.       THE PREMIUM PAID MULTIPLIED BY THE PREMIUM TAX CHARGE AS SHOWN ON THE
                                             POLICY SPECIFICATIONS PAGE; MINUS

                                    3.       THE PREMIUM PAID MULTIPLIED BY THE FEDERAL TAX CHARGE AS SHOWN ON THE
                                             POLICY SPECIFICATIONS PAGE; MINUS

                                    4.       THE PREMIUM PAID MULTIPLIED BY THE APPLICABLE PERCENT OF PREMIUM CHARGE.

PREMIUM TAX                         A CHARGE WILL BE DEDUCTED FOR PREMIUM TAXES FROM EACH PREMIUM SUBMITTED. THE
CHARGE                              CURRENT CHARGE, AS A PERCENT OF THE PREMIUM, IS SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. WE RESERVE THE RIGHT TO CHANGE THE PREMIUM TAX CHARGE DUE TO RATE CHANGES OF
                                    THE GOVERNING JURISDICTION. WE WILL AMEND YOUR POLICY TO SHOW THE CURRENT PREMIUM
                                    TAX RATE, IF CHANGED.


104008                              4.03
(6/98)


<PAGE> 18

FEDERAL TAX                         A CHARGE WILL BE DEDUCTED FOR FEDERAL TAXES FROM EACH PREMIUM SUBMITTED. THE
CHARGE                              CURRENT CHARGE, AS A PERCENT OF THE PREMIUM, IS SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. WE RESERVE THE RIGHT TO CHANGE THE FEDERAL TAX CHARGE TO REFLECT A CHANGE IN
                                    THE FEDERAL TAX LAW. WE WILL AMEND YOUR POLICY TO SHOW THE CURRENT FEDERAL TAX
                                    CHARGE, IF CHANGED.

PERCENT OF                          A CHARGE WILL BE DEDUCTED FROM EACH PREMIUM SUBMITTED. THE MAXIMUM PERCENT OF
PREMIUM CHARGE                      PREMIUM CHARGES ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    THE PERCENT OF PREMIUM CHARGE WILL VARY, ON A NON-DISCRIMINATORY BASIS, BASED ON
                                    THE AMOUNT OF PREMIUM PAID, BUT WILL NEVER EXCEED THE MAXIMUM PERCENT OF PREMIUM
                                    CHARGES SHOWN ON THE POLICY SPECIFICATIONS PAGE.

ALLOCATION OF                       YOU DETERMINE THE ALLOCATION OF NET PREMIUMS AMONG THE GENERAL ACCOUNT AND THE
NET PREMIUMS                        DIVISIONS OF SEPARATE ACCOUNT ELEVEN. FOR ANY CHOSEN ALLOCATION THE MINIMUM
                                    PERCENTAGE THAT MAY BE ALLOCATED IS 5% OF THE NET PREMIUM. PERCENTAGES MUST BE IN
                                    WHOLE NUMBERS. THE GENERAL ACCOUNT CASH VALUE IMMEDIATELY AFTER PAYMENT OF THE
                                    PREMIUM CANNOT EXCEED 1., BELOW, MULTIPLIED BY 2., BELOW:

                                    1.       THE GENERAL ACCOUNT CASH VALUE PLUS THE SEPARATE ACCOUNT CASH VALUE.

                                    2.       THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AS SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE.

                                    THE INITIAL ALLOCATION IS SHOWN ON THE APPLICATION, A COPY OF WHICH IS ATTACHED. WE
                                    MAY MODIFY THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AT ANY TIME.

                                    FOR ANY PREMIUM RECEIVED DURING THE "RIGHT TO EXAMINE POLICY" PERIOD, WE WILL
                                    INITIALLY ALLOCATE THE NET PREMIUM TO THE DIVISION THAT INVESTS EXCLUSIVELY IN
                                    SHARES OF OUR MONEY MARKET FUND UNLESS PROHIBITED BY STATE LAW. WHEN THIS PERIOD
                                    EXPIRES, CASH VALUE IN THAT DIVISION WILL BE TRANSFERRED TO THE GENERAL ACCOUNT AND
                                    THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ACCORDING TO THE ALLOCATION PERCENTAGES
                                    SHOWN ON THE APPLICATION, A COPY OF WHICH IS ATTACHED. FOR ANY PREMIUM RECEIVED
                                    AFTER THE "RIGHT TO EXAMINE POLICY" PERIOD, THE NET PREMIUM WILL BE ALLOCATED
                                    ACCORDING TO THE ALLOCATION PERCENTAGES SHOWN ON THE POLICY SPECIFICATIONS PAGE OR
                                    YOUR MOST RECENT ALLOCATION INSTRUCTIONS RECEIVED BY US.

YOUR RIGHT                          YOU MAY CHANGE THE ALLOCATION OF FUTURE NET PREMIUMS AMONG THE GENERAL ACCOUNT
TO CHANGE                           AND/OR THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN SUBJECT TO THE CONDITIONS OUTLINED
ALLOCATION                          IN THE ALLOCATION OF THE NET PREMIUMS PROVISION. THE CHANGE IN ALLOCATION
                                    PERCENTAGES WILL TAKE EFFECT IMMEDIATELY UPON OUR RECEIPT OF YOUR WRITTEN REQUEST.

NO-LAPSE PERIOD                     IF, ON A MONTHLY ANNIVERSARY DAY PRIOR TO THE NO LAPSE PREMIUM DATE, THE SUM OF ALL
                                    PREMIUMS PAID ON THIS POLICY, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY
                                    OUTSTANDING LOAN BALANCE, IS GREATER THAN OR EQUAL TO THE SUM OF THE NO LAPSE
                                    MONTHLY PREMIUMS FOR THE ELAPSED MONTHS SINCE THE ISSUE DATE, THIS POLICY WILL NOT
                                    LAPSE AS A RESULT OF A CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY
                                    SURRENDER CHARGE BEING INSUFFICIENT TO PAY THE MONTHLY DEDUCTION. THE NO LAPSE
                                    PREMIUM DATE AND THE NO LAPSE ANNUAL PREMIUM ARE SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. THE NO LAPSE MONTHLY PREMIUM IS ONE TWELFTH OF THE NO LAPSE ANNUAL PREMIUM.

GRACE PERIOD                        IF, ON A MONTHLY ANNIVERSARY DAY PRIOR TO THE NO LAPSE PREMIUM DATE:

                                    1.       THE CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE
                                             IS INSUFFICIENT TO COVER THE MONTHLY DEDUCTION; AND

                                    2.       THE SUM OF ALL PREMIUMS PAID ON THIS POLICY, REDUCED BY ANY PARTIAL
                                             WITHDRAWALS AND ANY OUTSTANDING LOAN BALANCE, IS LESS THAN THE SUM OF
                                             THE NO LAPSE MONTHLY PREMIUMS FOR THE ELAPSED MONTHS SINCE THE ISSUE
                                             DATE;

                                    THEN THE GRACE PERIOD OF 62 DAYS WILL BE ALLOWED FOR THE PAYMENT OF A PREMIUM
                                    SUFFICIENT TO KEEP YOUR POLICY IN FORCE. THE NO LAPSE PREMIUM DATE AND THE NO LAPSE
                                    ANNUAL PREMIUM ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    A CHANGE IN YOUR POLICY'S FACE AMOUNT, THE ADDITION OR DELETION OF A SUPPLEMENTAL
                                    RIDER TO THIS POLICY, OR A CHANGE IN THE PREMIUM CLASS OF THE INSURED BEFORE THE
                                    NO LAPSE PREMIUM DATE SHOWN ON THE POLICY SPECIFICATIONS PAGE MAY RESULT IN A
                                    CHANGE IN THE NO LAPSE MONTHLY PREMIUM. THE NO LAPSE PREMIUM DATE WILL NOT BE
                                                                                                           ---
                                    CHANGED.


104010                              4.04
(6/98)


<PAGE> 19

                                    IF, ON A MONTHLY ANNIVERSARY DAY ON OR AFTER THE NO LAPSE PREMIUM DATE, THE CASH
                                    VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE IS INSUFFICIENT
                                    TO COVER THE NEXT MONTHLY DEDUCTION, A GRACE PERIOD OF 62 DAYS WILL BE ALLOWED FOR
                                    THE PAYMENT OF A PREMIUM SUFFICIENT TO PAY THE MONTHLY DEDUCTION. (MONTHLY
                                    DEDUCTION IS DEFINED IN THE CASH VALUES SECTION.)

                                    NOTICE OF THE AMOUNT OF PREMIUM REQUIRED TO BE PAID TO KEEP THIS POLICY IN FORCE
                                    WILL BE SENT AT THE BEGINNING OF THE GRACE PERIOD TO YOUR LAST KNOWN ADDRESS AND TO
                                    ANY ASSIGNEE ON RECORD. IF WE DO NOT RECEIVE A PREMIUM LARGE ENOUGH SO THAT THE NET
                                    PREMIUM COVERS THE MONTHLY DEDUCTION BY THE END OF THE GRACE PERIOD, YOUR POLICY
                                    WILL LAPSE AT THE END OF THAT 62 DAY PERIOD AND IT WILL THEN TERMINATE WITHOUT CASH
                                    SURRENDER VALUE. IF THE INSURED DIES DURING THE GRACE PERIOD, ANY PAST DUE MONTHLY
                                    DEDUCTIONS WILL BE DEDUCTED FROM THE DEATH BENEFIT.

REINSTATEMENT                       YOU MAY REINSTATE YOUR LAPSED POLICY WITHIN 5 YEARS AFTER THE DATE OF LAPSE. THIS
                                    MUST BE DONE PRIOR TO THE INSURED'S ATTAINED AGE 100. THE POLICY CAN NOT BE REINSTATED
                                    IF IT HAS BEEN SURRENDERED. TO REINSTATE, YOU MUST SUBMIT THE FOLLOWING ITEMS:

                                    1.       A WRITTEN REQUEST FOR REINSTATEMENT.

                                    2.       PROOF SATISFACTORY TO US THAT THE INSURED IS INSURABLE BY OUR
                                             STANDARDS.

                                    3.       A NET PREMIUM PAYMENT LARGE ENOUGH TO COVER:

                                             A.  THE MONTHLY DEDUCTIONS DUE AT THE TIME OF LAPSE; AND

                                             B.  TWO TIMES THE MONTHLY DEDUCTION DUE AT THE TIME OF REINSTATEMENT.

                                    4.       A PAYMENT TO COVER ANY LOAN INTEREST DUE AND UNPAID AT THE TIME OF LAPSE.

                                    UPON RECEIPT OF THE ABOVE PAYMENTS, WE WILL DEDUCT ANY MONTHLY DEDUCTIONS AND LOAN
                                    INTEREST DUE AND UNPAID AT THE TIME OF LAPSE. THE INSURED MUST BE ALIVE ON THE DATE
                                    WE APPROVE THE REQUEST FOR REINSTATEMENT. IF THE INSURED IS NOT ALIVE, SUCH APPROVAL
                                    IS VOID AND OF NO EFFECT.

                                    THE REINSTATED POLICY WILL BE IN FORCE FROM THE DATE WE APPROVE THE REINSTATEMENT
                                    APPLICATION. THERE WILL BE A FULL MONTHLY DEDUCTION FOR THE POLICY MONTH WHICH
                                    INCLUDES THIS DATE. ANY APPLICATION FOR REINSTATEMENT BECOMES PART OF THE CONTRACT
                                    OF REINSTATEMENT AND OF THIS POLICY.

                                    ANY LOAN MAY BE PAID OR REINSTATED. ANY LOAN REINSTATED WILL CAUSE A CASH VALUE OF
                                    AN EQUAL AMOUNT TO BE REINSTATED.

                                    ANY LOAN REPAID AT THE TIME OF REINSTATEMENT WILL CAUSE AN INCREASE IN CASH VALUE
                                    EQUAL TO THE AMOUNT OF THE REPAID LOAN.

                                    THE SURRENDER CHARGE AT THE TIME OF REINSTATEMENT WILL BE THE SURRENDER CHARGE IN
                                    EFFECT AT THE TIME OF LAPSE. IF ONLY A PORTION OF THE COVERAGE IS REINSTATED THEN
                                    ONLY THE APPLICABLE PORTION OF THE SURRENDER CHARGE WILL BE REINSTATED. IF ONLY A
                                    PORTION OF THE COVERAGE IS REINSTATED, THE CASH VALUE FOLLOWING REINSTATEMENT WILL
                                    BE INCREASED BY THE APPLICABLE PORTION OF THE SURRENDER CHARGE IMPOSED AT THE TIME
                                    OF LAPSE.

                                    FOLLOWING REINSTATEMENT, THE NO-LAPSE PERIOD PROVISION WILL AGAIN BE APPLICABLE
                                    UNTIL THE NO-LAPSE PREMIUM DATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE, IF
                                    SUFFICIENT PREMIUM IS PAID SO THAT, AS OF THE EFFECTIVE DATE OF REINSTATEMENT, THE
                                    SUM OF ALL PREMIUMS PAID, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY LOANS, IS
                                    GREATER THAN THE NO-LAPSE MONTHLY PREMIUMS MULTIPLIED BY THE NUMBER OF ELAPSED
                                    MONTHS SINCE THE ISSUE DATE.


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<PAGE> 20

<CAPTION>
                                    7. DIVIDENDS

<C>                                 <S>
ANNUAL DIVIDENDS                    WHILE YOUR POLICY IS IN FORCE IT MAY SHARE IN OUR DIVISIBLE SURPLUS. EACH YEAR WE
                                    WILL DETERMINE THE SHARE OF DIVISIBLE SURPLUS, IF ANY, ACCRUING TO YOUR POLICY. WE
                                    WILL DISTRIBUTE THIS SURPLUS AS A DIVIDEND. WE DO NOT EXPECT TO PAY ANY DIVIDENDS
                                    ON THIS POLICY AT THIS TIME.

DIVIDEND OPTIONS                    YOU MAY CHOOSE ONE OF THE FOLLOWING OPTIONS. IF YOU DO NOT, WE WILL CREDIT ANY
                                    DIVIDEND UNDER OPTION 2 UNTIL SUCH TIME AS YOU REQUEST IN WRITING A DIFFERENT
                                    OPTION. THE OPTION YOU CHOOSE WILL REMAIN IN EFFECT UNTIL YOU CHANGE IT.

                                    OPTION 1.    CASH.  PAID IN CASH.

                                    OPTION 2.    INCREASE CASH VALUE. PAID TO THE POLICY'S CASH VALUE ON THE DATE OF
                                                 ANY DIVIDEND PAYMENT. THE CASH VALUE WILL INCREASE BY EXACTLY THE
                                                 AMOUNT OF THE DIVIDEND.

                                                 THE DIVIDEND WILL BE ALLOCATED TO THE GENERAL ACCOUNT AND THE DIVISIONS
                                                 OF SEPARATE ACCOUNT ELEVEN ACCORDING TO THE CURRENT ALLOCATION OF THE
                                                 NET PREMIUM.

<CAPTION>
                                    8. LOANS

<S>                                 <C>
                                    UPON WRITTEN REQUEST TO US, YOU MAY BORROW AN AMOUNT NOT IN EXCESS OF THE LOAN
                                    VALUE OF YOUR POLICY WHILE IT IS IN FORCE. THE MINIMUM AMOUNT OF YOUR NET LOAN
                                    REQUEST AT ANY ONE TIME MUST BE AT LEAST $500. YOUR POLICY WILL BE THE SOLE
                                    SECURITY FOR SUCH LOAN. WE HAVE THE RIGHT TO REQUIRE YOUR POLICY FOR ENDORSEMENT.

                                    THE LOAN VALUE IS THE CASH VALUE OF YOUR POLICY AT THE DATE OF THE LOAN REQUEST
                                    PLUS INTEREST TO THE NEXT POLICY ANNIVERSARY AT THE GENERAL ACCOUNT CASH VALUE
                                    GUARANTEED INTEREST RATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE, REDUCED BY:

                                    1.       ANY EXISTING LOANS; AND

                                    2.       LOAN INTEREST TO THE NEXT LOAN INTEREST DUE DATE; AND

                                    3.       EVERY MONTHLY DEDUCTION DUE TO THE NEXT LOAN INTEREST DUE DATE; AND

                                    4.       ANY SURRENDER CHARGES.

                                    YOU MAY ALLOCATE THE POLICY LOAN AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE POLICY LOAN
                                    WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT
                                    ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT, AND THE
                                    CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE
                                    CASH VALUE IN THE LOAN ACCOUNT, ON THE DATE OF THE POLICY LOAN.

                                    CASH VALUE EQUAL TO THE POLICY LOAN ALLOCATED TO THE GENERAL ACCOUNT AND EACH
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN WILL BE TRANSFERRED TO THE LOAN ACCOUNT,
                                    REDUCING THE CASH VALUE ACCORDINGLY. ANY CASH VALUE TRANSFERRED TO THE LOAN ACCOUNT
                                    WILL BE ALLOCATED TO THE APPROPRIATE LOAN SUBACCOUNT.

LOAN INTEREST                       THE ACCRUED LOAN INTEREST WILL BE DUE THE EARLIEST OF:
DUE DATE
                                    1.       THE NEXT POLICY ANNIVERSARY DATE.

                                    2.       THE DATE OF TERMINATION OF THE POLICY.

                                    3.       THE DATE THE LOAN IS REPAID IN FULL.

                                    4.       THE DATE THE LOAN PLUS LOAN INTEREST ACCRUED EXCEEDS THE CASH VALUE LESS
                                             ANY SURRENDER CHARGES.



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<PAGE> 21

                                    INTEREST WILL BE PAYABLE ANNUALLY ON EACH POLICY ANNIVERSARY. IF YOU DO NOT PAY THE
                                    INTEREST WHEN IT IS DUE ON A POLICY ANNIVERSARY, AN AMOUNT OF CASH VALUE EQUAL TO
                                    THE LOAN INTEREST WILL ALSO BE TRANSFERRED TO THE LOAN ACCOUNT. WE WILL CHARGE THE
                                    SAME RATE OF INTEREST ON THIS AMOUNT AS ON THE POLICY LOAN. THE AMOUNT TRANSFERRED
                                    WILL BE DEDUCTED FROM THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT
                                    ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT AND THE
                                    CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE
                                    CASH VALUE IN THE LOAN ACCOUNT.

FIXED LOAN                          THE FIXED LOAN INTEREST RATE IS 4.5% FOR POLICY YEARS 1 THROUGH 10, 4.25% FOR
INTEREST RATES                      POLICY YEARS 11 THROUGH 20 AND 4.15% FOR POLICY YEARS 21 AND LATER. LOAN INTEREST
                                    IS PAYABLE IN ARREARS.

LOAN                                ALL FUNDS RECEIVED WILL BE CREDITED TO YOUR POLICY AS A PREMIUM UNLESS CLEARLY
REPAYMENTS                          MARKED FOR LOAN REPAYMENT.

                                    YOU MAY REPAY YOUR LOAN IN WHOLE OR IN PART AT ANY TIME BEFORE THE DEATH OF THE
                                    INSURED WHILE THE POLICY IS IN FORCE. WHEN A LOAN REPAYMENT IS MADE, CASH VALUE
                                    SECURING THE DEBT IN THE LOAN ACCOUNT EQUAL TO THE LOAN REPAYMENT WILL BE REPAID
                                    TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME
                                    PROPORTION THAT THE CASH VALUE IN THE LOAN ACCOUNT BEARS TO THE CASH VALUE IN
                                    EACH LOAN SUBACCOUNT. UNPAID LOANS AND LOAN INTEREST WILL BE DEDUCTED FROM ANY
                                    SETTLEMENT OF YOUR POLICY.

                                    IF YOU FAIL TO MAKE REPAYMENTS WHEN THE TOTAL LOAN AND LOAN INTEREST DUE WOULD
                                    EXCEED THE CASH VALUE, LESS ANY SURRENDER CHARGES, YOUR POLICY WILL TERMINATE. WE
                                    WILL ALLOW YOU A GRACE PERIOD FOR SUCH PAYMENT OF LOANS AND LOAN INTEREST DUE. IN
                                    SUCH EVENT THE POLICY BECOMES VOID AT THE END OF THE GRACE PERIOD. WE WILL MAIL
                                    NOTICE TO YOUR LAST KNOWN ADDRESS, AND THAT OF ANY ASSIGNEE OF RECORD. THIS GRACE
                                    PERIOD WILL EXPIRE 62 DAYS FROM THE MONTHLY ANNIVERSARY IMMEDIATELY BEFORE THE DATE
                                    THE TOTAL LOAN AND LOAN INTEREST EXCEEDS THE CASH VALUE LESS ANY SURRENDER CHARGES;
                                    OR 31 DAYS AFTER SUCH NOTICE HAS BEEN MAILED, IF LATER.

<CAPTION>
                                    9. CASH VALUES

<C>                                 <S>
CASH VALUE                          THE CASH VALUE OF YOUR POLICY IS EQUAL TO THE TOTAL OF:

                                    -        THE CASH VALUE IN THE GENERAL ACCOUNT; PLUS

                                    -        THE CASH VALUE IN THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN; PLUS

                                    -        THE CASH VALUE IN THE LOAN ACCOUNT.

CASH VALUE                          IF THIS POLICY IS IN FORCE BEYOND THE INSURED'S ATTAINED AGE 100, THE CASH VALUE
AFTER ATTAINED                      OF YOUR POLICY WILL BE DETERMINED IN THE SAME MANNER AS DESCRIBED BELOW; EXCEPT
AGE 100                             NO DEDUCTIONS WILL BE MADE FOR MONTHLY COST OF INSURANCE CHARGES. PREMIUMS CAN NOT
                                    BE PAID AFTER THE INSURED ATTAINS AGE 100.

GENERAL ACCOUNT                     THE CASH VALUE IN THE GENERAL ACCOUNT AS OF THE INVESTMENT START DATE IS EQUAL TO:
CASH VALUE
                                    -        THE PORTION OF THE INITIAL NET PREMIUM RECEIVED AND ALLOCATED TO THE
                                             GENERAL ACCOUNT; MINUS

                                    -        THE PORTION OF THE MONTHLY DEDUCTIONS DUE FROM THE ISSUE DATE THROUGH THE
                                             INVESTMENT START DATE CHARGED TO THE GENERAL ACCOUNT.


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<PAGE> 22

                                    THE CASH VALUE IN THE GENERAL ACCOUNT ON ANY DAY AFTER THE INVESTMENT START DATE IS
                                    EQUAL TO:

                                    -        THE CASH VALUE ON THE PRECEDING VALUATION DATE, WITH INTEREST ON SUCH
                                             VALUE AT THE CURRENT RATE; PLUS

                                    -        ANY PORTION OF NET PREMIUM RECEIVED AND ALLOCATED TO THE GENERAL ACCOUNT
                                             ON THAT DAY; PLUS

                                    -        ANY AMOUNTS TRANSFERRED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS

                                    -        ANY LOAN REPAYMENTS ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS

                                    -        THAT PORTION OF ANY INTEREST CREDITED ON OUTSTANDING LOANS WHICH IS
                                             ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; MINUS

                                    -        ANY AMOUNT TRANSFERRED PLUS ANY TRANSFER CHARGE FROM THE GENERAL ACCOUNT
                                             TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ON THAT DAY; MINUS

                                    -        ANY PARTIAL WITHDRAWAL PLUS ANY WITHDRAWAL TRANSACTION CHARGE MADE FROM
                                             THE GENERAL ACCOUNT ON THAT DAY; MINUS

                                    -        ANY PORTION OF THE SURRENDER CHARGE INCURRED ON THAT DAY ATTRIBUTED TO THE
                                             GENERAL ACCOUNT; MINUS

                                    -        ANY AMOUNT TRANSFERRED FROM THE GENERAL ACCOUNT TO THE LOAN ACCOUNT ON
                                             THAT DAY; MINUS

                                    -        IF THAT DAY IS A MONTHLY ANNIVERSARY, ANY WITHDRAWAL DUE TO A PRO RATA
                                             SURRENDER PLUS ANY WITHDRAWAL TRANSACTION CHARGE MADE FROM THE GENERAL
                                             ACCOUNT ON THAT DAY; MINUS

                                    -        IF THAT DAY IS A MONTHLY ANNIVERSARY, THE PORTION OF THE MONTHLY DEDUCTION
                                             CHARGED TO THE GENERAL ACCOUNT, TO COVER THE POLICY MONTH WHICH STARTS ON
                                             THAT DAY; PLUS

                                    -        IF THAT DAY IS A POLICY ANNIVERSARY, THE PORTION OF THE DIVIDEND PAID ON
                                             THAT DAY, IF ANY, ALLOCATED TO THE GENERAL ACCOUNT.

GENERAL ACCOUNT                     THE INTEREST CREDITED TO THE GENERAL ACCOUNT CASH VALUE FOR A SPECIFIC DAY WILL BE
INTEREST RATE                       AT AN EFFECTIVE ANNUAL RATE NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED
                                    INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

SEPARATE ACCOUNT                    THE CASH VALUE IN EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ON THE INVESTMENT START
CASH VALUE                          DATE IS EQUAL TO:

                                    -        THE PORTION OF THE INITIAL NET PREMIUM RECEIVED AND ALLOCATED TO THE
                                             DIVISION; MINUS

                                    -        THE PORTION OF THE MONTHLY DEDUCTIONS DUE FROM THE ISSUE DATE THROUGH THE
                                             INVESTMENT START DATE CHARGED TO THE DIVISION.

                                    THE CASH VALUE IN EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ON SUBSEQUENT VALUATION
                                    DATES IS EQUAL TO:

                                    -        THE CASH VALUE IN THE DIVISION ON THE PRECEDING VALUATION DATE MULTIPLIED
                                             BY THAT DIVISION'S NET INVESTMENT FACTOR FOR THE CURRENT VALUATION PERIOD;
                                             PLUS

                                    -        ANY PORTION OF NET PREMIUM RECEIVED AND ALLOCATED TO THE DIVISION DURING
                                             THE CURRENT VALUATION PERIOD; PLUS

                                    -        ANY AMOUNTS TRANSFERRED TO THE DIVISION FROM THE GENERAL ACCOUNT OR FROM
                                             ANOTHER DIVISION DURING THE CURRENT VALUATION PERIOD; PLUS


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<PAGE> 23

                                    -        ANY LOAN REPAYMENTS ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION
                                             PERIOD; PLUS

                                    -        THAT PORTION OF ANY INTEREST CREDITED ON OUTSTANDING LOANS WHICH IS
                                             ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY AMOUNTS TRANSFERRED PLUS ANY TRANSFER CHARGE FROM THE DIVISION DURING
                                             THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY PARTIAL WITHDRAWAL PLUS ANY WITHDRAWAL TRANSACTION CHARGE FROM THE
                                             DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY PORTION OF THE SURRENDER CHARGE INCURRED DURING THE CURRENT VALUATION
                                             PERIOD ATTRIBUTED TO THE DIVISION; MINUS

                                    -        ANY AMOUNT TRANSFERRED FROM THE DIVISION TO THE LOAN ACCOUNT DURING THAT
                                             VALUATION PERIOD; MINUS

                                    -        IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, ANY
                                             WITHDRAWAL DUE TO A PRO RATA SURRENDER PLUS ANY WITHDRAWAL TRANSACTION
                                             CHARGE FROM THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, THE
                                             PORTION OF THE MONTHLY DEDUCTION CHARGED TO THE DIVISION DURING THE
                                             CURRENT VALUATION PERIOD TO COVER THE POLICY MONTH WHICH STARTS DURING
                                             THAT VALUATION PERIOD; PLUS

                                    -        IF A POLICY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, THE
                                             PORTION OF THE DIVIDEND PAID, IF ANY, ALLOCATED TO THE DIVISION.

NET INVESTMENT                      THE NET INVESTMENT FACTOR MEASURES THE INVESTMENT PERFORMANCE OF A DIVISION DURING
FACTOR                              A VALUATION PERIOD. THE NET INVESTMENT FACTOR FOR EACH DIVISION FOR A VALUATION
                                    PERIOD IS CALCULATED AS FOLLOWS:

                                    -        THE VALUE OF THE ASSETS AT THE END OF THE PRECEDING VALUATION PERIOD; PLUS

                                    -        THE INVESTMENT INCOME AND CAPITAL GAINS---REALIZED OR
                                             UNREALIZED---CREDITED TO THE ASSETS IN THE VALUATION PERIOD FOR WHICH
                                             THE NET INVESTMENT FACTOR IS BEING DETERMINED; MINUS

                                    -        THE CAPITAL LOSSES---REALIZED OR UNREALIZED---CHARGED AGAINST THOSE
                                             ASSETS DURING THE VALUATION PERIOD; MINUS

                                    -        ANY AMOUNT CHARGED AGAINST EACH DIVISION FOR TAXES, INCLUDING ANY TAX OR
                                             OTHER ECONOMIC BURDEN RESULTING FROM THE APPLICATION OF TAX LAWS THAT WE
                                             DETERMINE TO BE PROPERLY ATTRIBUTABLE TO THE DIVISIONS OF THE SEPARATE
                                             ACCOUNT, OR ANY AMOUNT WE SET ASIDE DURING THE VALUATION PERIOD AS A
                                             RESERVE FOR TAXES ATTRIBUTABLE TO THE OPERATION OR MAINTENANCE OF EACH
                                             DIVISION; MINUS

                                    -        A CHARGE NOT TO EXCEED THE DAILY INVESTMENT PERCENTAGE SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE FOR EACH DAY IN THE VALUATION PERIOD. THIS
                                             CORRESPONDS TO AN ANNUAL INVESTMENT PERCENTAGE OF THE MORTALITY AND
                                             EXPENSE RISK PERCENTAGE SHOWN ON THE POLICY SPECIFICATIONS PAGE;
                                             DIVIDED BY

                                    -        THE VALUE OF THE ASSETS AT THE END OF THE PRECEDING VALUATION PERIOD.

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<PAGE> 24

LOAN ACCOUNT                        THE CASH VALUE IN THE LOAN ACCOUNT AS OF THE INVESTMENT START DATE IS ZERO.
CASH VALUE
                                    THE CASH VALUE IN THE LOAN ACCOUNT ON ANY DAY AFTER THE INVESTMENT START DATE IS
                                    EQUAL TO:

                                    -        THE CASH VALUE IN THE LOAN ACCOUNT ON THE PRECEDING VALUATION DATE, WITH
                                             INTEREST; PLUS

                                    -        ANY AMOUNT TRANSFERRED TO THE LOAN ACCOUNT FROM THE GENERAL ACCOUNT ON
                                             THAT DAY; PLUS

                                    -        ANY AMOUNT TRANSFERRED TO THE LOAN ACCOUNT FROM THE DIVISIONS OF SEPARATE
                                             ACCOUNT ELEVEN ON THAT DAY; MINUS

                                    -        ANY LOAN REPAYMENTS ON THAT DAY; PLUS

                                    -        IF THAT DAY IS A POLICY ANNIVERSARY, AN AMOUNT DUE TO COVER THE LOAN
                                             INTEREST, IF NOT PAID BY YOU.

                                    CASH VALUE HELD IN THE LOAN ACCOUNT FOR LOAN COLLATERAL WILL EARN INTEREST DAILY AT
                                    AN ANNUAL RATE OF NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST
                                    RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE. INTEREST CREDITED ON THE CASH VALUE
                                    HELD IN THE LOAN ACCOUNT WILL BE ALLOCATED AT LEAST ONCE A YEAR TO THE GENERAL
                                    ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT
                                    THE CASH VALUE IN EACH LOAN SUBACCOUNT BEARS TO THE CASH VALUE IN THE LOAN ACCOUNT.

MONTHLY COST                        THE MONTHLY COST OF INSURANCE FOR THE FOLLOWING MONTH IS DEDUCTED ON THE MONTHLY
OF INSURANCE                        ANNIVERSARY DATE. THE MONTHLY COST OF INSURANCE IS 1, BELOW, MULTIPLIED BY THE
                                    DIFFERENCE BETWEEN 2 AND 3 BELOW:

                                    1.       THE MONTHLY COST OF INSURANCE RATE DIVIDED BY 1,000.

                                    2.       AN AMOUNT AS FOLLOWS:

                                    OPTION A CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 APPLICABLE PERCENTAGE OF THE CASH VALUE AS DESCRIBED IN SECTION
                                                 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 AND MODIFIED FOR AGES
                                                 95 AND ABOVE.

                                    OPTION B CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE PLUS THE CASH VALUE AT THE BEGINNING
                                                 OF THE POLICY MONTH; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 APPLICABLE PERCENTAGE OF THE CASH VALUE AS DESCRIBED IN SECTION
                                                 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 AND MODIFIED FOR AGES
                                                 95 AND ABOVE.

                                    OPTION C CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 INSURED'S ATTAINED AGE FACTOR AS SHOWN ON THE POLICY'S DEATH BENEFIT
                                                 OPTION C ATTAINED AGE FACTORS PAGE.

                                    3.       THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH, BEFORE THE DEDUCTION
                                             OF THE MONTHLY COST OF INSURANCE.

                                    IF THE CONTRACT TYPE IS OPTION A OR OPTION C AND IF THERE HAS BEEN AN INCREASE IN THE
                                    FACE AMOUNT, THEN THE CASH VALUE WILL FIRST BE CONSIDERED A PART OF THE FACE AMOUNT
                                    WHEN THE POLICY WAS ISSUED. IF THE CASH VALUE IS GREATER THAN THE INITIAL FACE AMOUNT,
                                    THE EXCESS CASH VALUE WILL THEN BE CONSIDERED A PART OF EACH INCREASE IN ORDER,
                                    STARTING WITH THE FIRST INCREASE.


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<PAGE> 25

MONTHLY COST                        AT THE BEGINNING OF EACH POLICY YEAR, THE MONTHLY COST OF INSURANCE RATE IS
OF INSURANCE                        DETERMINED FOR THE INITIAL FACE AMOUNT AND EACH INCREASE IN FACE AMOUNT. THE
RATES                               MONTHLY COST OF INSURANCE RATE IS BASED ON THE ATTAINED AGE, RISK CLASSIFICATION,
                                    SEX AND COMPLETED POLICY YEARS FROM THE EFFECTIVE DATE OF THE INITIAL FACE AMOUNT
                                    AND EACH INCREASE IN FACE AMOUNT. FOR THE INITIAL FACE AMOUNT, WE WILL USE THE
                                    RISK CLASSIFICATION AS OF THE ISSUE DATE. FOR EACH INCREASE, WE WILL USE THE RISK
                                    CLASSIFICATION APPLICABLE TO THE INCREASE. IF THE DEATH BENEFIT EQUALS A PERCENTAGE
                                    OF THE CASH VALUE, ANY INCREASE IN CASH VALUE WILL CAUSE AN AUTOMATIC INCREASE IN
                                    THE DEATH BENEFIT. THE RISK CLASSIFICATION FOR SUCH INCREASE WILL BE THE SAME AS
                                    THAT USED FOR THE MOST RECENT INCREASE, EXCLUDING ANY RIDERS, THAT REQUIRED PROOF
                                    THAT THE INSURED WAS INSURABLE BY OUR STANDARDS.

                                    THE MONTHLY COST OF INSURANCE RATES WILL NEVER EXCEED THE RATES SHOWN ON THE TABLE
                                    OF GUARANTEED MONTHLY COST OF INSURANCE RATES PAGE. ANY CHANGE IN THE COST OF
                                    INSURANCE RATES WILL APPLY TO ALL PERSONS OF THE SAME AGE, SEX, AND CLASSIFICATION
                                    WHOSE INITIAL FACE AMOUNTS OR INCREASE IN FACE AMOUNT HAVE BEEN IN FORCE FOR THE
                                    SAME LENGTH OF TIME.

SELECTION AND                       THE SELECTION AND ISSUE EXPENSE CHARGE FOR THE INITIAL FACE AMOUNT OR FOR ANY INCREASE
ISSUE EXPENSE                       IN FACE AMOUNT IS A MONTHLY CHARGE FOR THE FIRST 10 POLICY YEARS OR FOR THE FIRST 10
CHARGE                              POLICY YEARS FOLLOWING ANY INCREASE IN FACE AMOUNT. THIS CHARGE EQUALS THE APPLICABLE
                                    FACE AMOUNT TIMES A SELECTION AND ISSUE EXPENSE CHARGE RATE, DIVIDED BY 1,000. THE
                                    SELECTION AND ISSUE EXPENSE CHARGE IS BASED ON THE INSURED'S ISSUE AGE, SEX AND RISK
                                    CLASSIFICATION ON THE EFFECTIVE DATE OF THE INITIAL FACE AMOUNT OR ANY INCREASE IN
                                    FACE AMOUNT. THE SELECTION AND ISSUE EXPENSE CHARGE RATE FOR THE INITIAL FACE AMOUNT
                                    OF THE POLICY WILL NEVER EXCEED THE MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE
                                    SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THE INITIAL FACE AMOUNT. A SELECTION
                                    AND ISSUE EXPENSE CHARGE WILL ALSO BE APPLIED TO ANY INCREASE IN FACE AMOUNT. THIS
                                    CHARGE WILL NEVER EXCEED THE MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE SHOWN
                                    ON THE POLICY SPECIFICATIONS PAGE FOR THAT INCREASE.

MONTHLY POLICY                      A POLICY CHARGE WILL BE DEDUCTED EACH POLICY MONTH FROM THE CASH VALUE. THE AMOUNT
CHARGE                              OF THE MONTHLY POLICY CHARGE WILL NEVER EXCEED THE AMOUNT SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.

MONTHLY                             THE MONTHLY DEDUCTION IS:
DEDUCTION
                                    1.       THE MONTHLY COST OF INSURANCE; PLUS

                                    2.       THE SELECTION AND ISSUE EXPENSE CHARGE MULTIPLIED BY THE FACE AMOUNT
                                             DIVIDED BY 1,000; PLUS

                                    3.       THE MONTHLY POLICY CHARGE; PLUS

                                    4.       THE MONTHLY COST, IF ANY, FOR ANY RIDER INCLUDED WITH THIS POLICY.

                                    THE MONTHLY DEDUCTION FOR A POLICY MONTH WILL BE ALLOCATED AMONG THE GENERAL
                                    ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT
                                    THE CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO
                                    THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN LOAN ACCOUNT ON THE
                                    MONTHLY ANNIVERSARY.

CASH SURRENDER                      THE CASH SURRENDER VALUE OF THIS POLICY IS:
VALUE
                                    1.       THE CASH VALUE AT THE TIME OF SURRENDER; MINUS

                                    2.       ANY LOAN AND LOAN INTEREST ACCRUED; MINUS

                                    3.       ANY UNPAID SELECTION AND ISSUE EXPENSE CHARGE DUE FOR THE REMAINDER OF THE
                                             FIRST POLICY YEAR FOR THE INITIAL FACE AMOUNT AND ANY INCREASE IN FACE
                                             AMOUNT; MINUS

                                    4.       ANY UNPAID MONTHLY POLICY CHARGE DUE FOR THE REMAINDER OF THE FIRST POLICY
                                             YEAR; MINUS

                                    5.       ANY SURRENDER CHARGE.


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<PAGE> 26

SURRENDER                           YOU MAY SURRENDER YOUR POLICY FOR ITS CASH SURRENDER VALUE AT ANY TIME DURING THE
                                    LIFETIME OF THE INSURED. WE WILL DETERMINE THE CASH SURRENDER VALUE AS OF THE
                                    DATE WE RECEIVE YOUR WRITTEN REQUEST AT OUR HOME OFFICE. THE CASH SURRENDER VALUE
                                    WILL NOT BE REDUCED BY ANY MONTHLY DEDUCTION DUE ON THAT DATE FOR A SUBSEQUENT
                                    POLICY MONTH.

PARTIAL                             AFTER THE FIRST POLICY YEAR, UPON WRITTEN REQUEST TO US, YOU CAN MAKE A PARTIAL
WITHDRAWALS                         WITHDRAWAL OF CASH SUBJECT TO THE CONDITIONS LISTED BELOW. THE FIRST 12 REQUESTED
                                    PARTIAL WITHDRAWALS OR TRANSFERS PER POLICY YEAR WILL BE ALLOWED FREE OF CHARGE;
                                    THEREAFTER WE MAY IMPOSE A TRANSFER CHARGE NOT TO EXCEED THE MAXIMUM TRANSFER
                                    CHARGE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    NO PARTIAL WITHDRAWAL WILL BE PROCESSED WHICH WILL RESULT IN THE FACE AMOUNT,
                                    EXCLUDING RIDERS, BEING DECREASED BELOW THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.

                                    WE RESERVE THE RIGHT TO CHANGE THE MINIMUM AMOUNT OR THE NUMBER OF TIMES YOU MAY
                                    MAKE A PARTIAL WITHDRAWAL. WE ALSO MAY ASSESS A TRANSACTION CHARGE FOR A
                                    WITHDRAWAL.

                                    IF THE CONTRACT TYPE IS OPTION A OR OPTION C AND THE DEATH BENEFIT EQUALS THE FACE
                                    AMOUNT, THEN A PARTIAL WITHDRAWAL WILL DECREASE THE FACE AMOUNT BY AN AMOUNT EQUAL
                                    TO THE PARTIAL WITHDRAWAL PLUS THE APPLICABLE SURRENDER CHARGE. THIS SURRENDER
                                    CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE PARTIAL WITHDRAWAL WAS ALLOCATED
                                    AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF THE
                                    DEATH BENEFIT EQUALS A PERCENTAGE OF THE CASH VALUE THEN A PARTIAL WITHDRAWAL WILL
                                    DECREASE THE FACE AMOUNT BY ANY AMOUNT BY WHICH THE PARTIAL WITHDRAWAL PLUS THE
                                    APPLICABLE SURRENDER CHARGE EXCEEDS THE DIFFERENCE BETWEEN THE DEATH BENEFIT AND
                                    THE FACE AMOUNT. THE FACE AMOUNT WILL BE DECREASED IN THE FOLLOWING ORDER:

                                    1.       THE FACE AMOUNT AT ISSUE, EXCLUDING RIDERS; AND

                                    2.       ANY INCREASES IN THE SAME ORDER IN WHICH THEY WERE ISSUED.


GENERAL ACCOUNT                     THE MINIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL REQUEST AT ANY ONE TIME MUST BE AT
PARTIAL                             LEAST $500 OF YOUR ACCOUNT.
WITHDRAWALS
                                    -        THE MAXIMUM AMOUNT OF ALL PARTIAL WITHDRAWALS AND TRANSFERS FROM THE
                                             GENERAL ACCOUNT IN A POLICY YEAR WILL BE THE GREATER OF (1) OR (2):

                                             1.  THE CASH SURRENDER VALUE OF THE GENERAL ACCOUNT AT THE BEGINNING OF
                                                 THAT POLICY YEAR MULTIPLIED BY THE WITHDRAWAL PERCENTAGE LIMIT, AS
                                                 SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                             2.  THE PREVIOUS YEAR'S GENERAL ACCOUNT MAXIMUM WITHDRAWAL AMOUNT.

SEPARATE ACCOUNT                    -        THE MINIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL REQUEST AT ANY ONE TIME MUST
PARTIAL                                      BE THE LESSER OF $500 OF A DIVISION OR YOUR ENTIRE BALANCE IN THAT
WITHDRAWALS                                  DIVISION.

                                    -        THE MAXIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL FROM ANY ONE OF THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN A POLICY YEAR WILL BE THE CASH
                                             SURRENDER VALUE OF THAT DIVISION.

ALLOCATION                          YOU MAY ALLOCATE THE PARTIAL WITHDRAWAL PLUS ANY APPLICABLE SURRENDER CHARGE,
OF PARTIAL                          SUBJECT TO THE ABOVE CONDITIONS, AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
WITHDRAWALS                         SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE PARTIAL
                                    WITHDRAWAL WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL
                                    ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE
                                    POLICY, MINUS THE CASH VALUE IN THE LOAN ACCOUNT ON THE DATE OF THE PARTIAL
                                    WITHDRAWAL. IF THE GENERAL ACCOUNT CONDITIONS WILL NOT ALLOW THIS PROPORTIONATE
                                    ALLOCATION, WE WILL REQUEST THAT YOU SPECIFY AN ACCEPTABLE ALLOCATION.


106006                              6.07
(6/98)


<PAGE> 27

PRO RATA                            AFTER THE FIRST POLICY YEAR, UPON WRITTEN REQUEST TO US, YOU CAN MAKE A PRO RATA
SURRENDER                           SURRENDER OF YOUR POLICY. THE PRO RATA SURRENDER CAN BE ANY WHOLE NUMBER PERCENTAGE
                                    OF YOUR POLICY. THE PRO RATA SURRENDER WILL REDUCE THE FACE AMOUNT AND THE CASH
                                    VALUE BY THE PERCENTAGE CHOSEN. THE FACE AMOUNT DECREASE WILL BE SUBJECT TO THE
                                    FOLLOWING CONDITIONS:

                                    1.       THE DECREASE WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR
                                             FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    2.       THE DECREASE WILL REDUCE THE FACE AMOUNT IN THE FOLLOWING ORDER:

                                             A.       THE FACE AMOUNT PROVIDED BY THE MOST RECENT INCREASE;

                                             B.       FACE AMOUNTS PROVIDED BY THE NEXT MOST RECENT INCREASES,
                                                      SUCCESSIVELY; AND

                                             C.       THE FACE AMOUNT WHEN THE POLICY WAS ISSUED.

                                    3.       YOU MAY ALLOCATE THE DECREASE IN CASH VALUE DUE TO THE PRO RATA SURRENDER
                                             PLUS ANY APPLICABLE SURRENDER CHARGE AMONG THE GENERAL ACCOUNT AND THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE
                                             ALLOCATION, THEN THE DECREASE IN CASH VALUE PLUS ANY APPLICABLE
                                             SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE
                                             CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION
                                             BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN THE
                                             LOAN ACCOUNT ON THE DATE OF THE PRO RATA SURRENDER.

                                    A PRO RATA SURRENDER CAN NOT BE PROCESSED IF IT WILL REDUCE THE FACE AMOUNT BELOW
                                    THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE. NO PRO RATA
                                    SURRENDER WILL BE PROCESSED FOR MORE CASH SURRENDER VALUE THAN IS AVAILABLE ON THE
                                    DATE OF THE PRO RATA SURRENDER. A CASH PAYMENT WILL BE MADE TO YOU FOR THE AMOUNT
                                    OF CASH VALUE REDUCTION LESS ANY APPLICABLE SURRENDER CHARGES.

SURRENDER CHARGE                    A SURRENDER CHARGE WILL APPLY UPON SURRENDER, UPON LAPSE, UPON A PARTIAL WITHDRAWAL
                                    THAT REDUCES THE FACE AMOUNT, OR UPON A DECREASE IN FACE AMOUNT FOR UP TO 10 YEARS
                                    FROM THE POLICY'S ISSUE DATE OR FOR UP TO 10 YEARS FOLLOWING THE EFFECTIVE DATE OF
                                    ANY INCREASE IN FACE AMOUNT.

                                    THE SURRENDER CHARGE FOR THE INITIAL FACE AMOUNT IS THE TARGET ANNUAL PREMIUM (BASE
                                    ONLY), SHOWN ON THE POLICY SPECIFICATIONS PAGE, MULTIPLIED BY THE APPLICABLE SURRENDER
                                    CHARGE PERCENTAGE, PLUS THE SURRENDER CHARGE FOR ANY INCREASE IN FACE AMOUNT. THE
                                    SURRENDER CHARGE FOR ANY INCREASE IN FACE AMOUNT IS THE TARGET ANNUAL PREMIUM (BASE
                                    ONLY) FOR THAT INCREASE, SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THAT INCREASE,
                                    MULTIPLIED BY THE APPLICABLE SURRENDER CHARGE PERCENTAGE. THE SURRENDER CHARGE
                                    PERCENTAGE WILL NEVER EXCEED THE MAXIMUM SURRENDER CHARGE PERCENTAGE SHOWN ON
                                    THE SURRENDER CHARGE SCHEDULE PAGE, FOR THE INITIAL FACE AMOUNT AND FOR ANY INCREASE.

                                    THE SURRENDER CHARGES FOR THIS POLICY WILL VARY ON A NON-DISCRIMINATORY BASIS, BASED
                                    ON THE AMOUNT OF PREMIUM PAID, BUT WILL NEVER EXCEED THE MAXIMUM SURRENDER CHARGE
                                    PERCENTAGE SHOWN ON THE SURRENDER CHARGE SCHEDULE PAGE.

                                    A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT. A DECREASE IN FACE
                                    AMOUNT MAY DECREASE SOME OR ALL OF THE INITIAL FACE AMOUNT AND INCREASES IN FACE
                                    AMOUNT AS PROVIDED IN SECTION 5. A PARTIAL WITHDRAWAL MAY CAUSE A DECREASE IN FACE
                                    AMOUNT AS PROVIDED ABOVE AND, THEREFORE, A SURRENDER CHARGE MAY BE TAKEN. IF THE
                                    FACE AMOUNT IS DECREASED BY SOME FRACTION OF ANY PREVIOUS INCREASES IN FACE AMOUNT
                                    AND/OR THE FACE AMOUNT AT ISSUE, THE SURRENDER CHARGE DEDUCTED WILL BE THE PREVIOUSLY
                                    DEFINED SURRENDER CHARGE MULTIPLIED BY THE FRACTION.

                                    THE SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS
                                    OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE
                                    GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE
                                    OF THE POLICY MINUS THE CASH VALUE IN THE LOAN ACCOUNT.


106006                              6.08
(6/98)


<PAGE> 28

POSTPONEMENT                        WE WILL USUALLY PAY ANY AMOUNTS PAYABLE ON SURRENDER, PARTIAL WITHDRAWAL, OR POLICY
OF PAYMENTS                         LOAN ALLOCATED TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN WITHIN SEVEN DAYS AFTER
OR TRANSFERS                        WRITTEN NOTICE IS RECEIVED. WE WILL USUALLY PAY ANY DEATH BENEFIT PROCEEDS WITHIN
                                    SEVEN DAYS AFTER WE RECEIVE DUE PROOF OF CLAIM. PAYMENT OF ANY AMOUNT PAYABLE, FROM
                                    THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN, ON SURRENDER, PARTIAL WITHDRAWAL, POLICY
                                    LOAN OR DEATH MAY BE POSTPONED WHENEVER:

                                    1.       THE NEW YORK STOCK EXCHANGE IS CLOSED (OTHER THAN CUSTOMARY WEEKEND AND
                                             HOLIDAY CLOSING) OR TRADING ON THE NEW YORK STOCK EXCHANGE IS RESTRICTED
                                             AS DETERMINED BY THE SEC;

                                    2.       THE SEC, BY ORDER, PERMITS POSTPONEMENT FOR THE PROTECTION OF POLICY
                                             OWNERS; OR

                                    3.       AN EMERGENCY EXISTS AS DETERMINED BY THE SEC, AS A RESULT OF WHICH
                                             DISPOSAL OF SECURITIES IS NOT REASONABLY PRACTICABLE OR IT IS NOT
                                             REASONABLY PRACTICABLE TO DETERMINE THE VALUE OF THE NET ASSETS OF
                                             SEPARATE ACCOUNT ELEVEN.

                                    WE MAY DEFER PAYMENT OF THE PORTION OF ANY AMOUNT PAYABLE FROM THE GENERAL ACCOUNT
                                    ON SURRENDER, OR PARTIAL WITHDRAWAL FOR NOT MORE THAN SIX MONTHS. IF WE DEFER
                                    PAYMENT FOR 30 DAYS OR MORE, WE WILL PAY INTEREST AT THE RATE OF 2 1/2% PER YEAR
                                    FOR THE PERIOD OF DEFERMENT.

                                    TRANSFERS MAY ALSO BE POSTPONED UNDER THE CIRCUMSTANCES LISTED ABOVE.

                                    WE MAY DEFER PAYMENT OF THE PORTION OF ANY POLICY LOAN FROM THE GENERAL ACCOUNT FOR
                                    NOT MORE THAN SIX MONTHS. NO PAYMENT FROM THE GENERAL ACCOUNT TO PAY PREMIUMS ON
                                    THIS POLICY WILL BE DEFERRED.

CONTINUATION                        IF ALL PREMIUM PAYMENTS CEASE, THE INSURANCE PROVIDED UNDER THIS POLICY, INCLUDING
OF INSURANCE                        BENEFITS PROVIDED BY ANY RIDER ATTACHED TO THIS POLICY, WILL CONTINUE IN ACCORDANCE
                                    WITH THE PROVISIONS OF THIS POLICY FOR AS LONG AS THE CASH VALUE LESS ANY LOANS,
                                    LOAN INTEREST ACCRUED AND ANY SURRENDER CHARGE IS SUFFICIENT TO COVER THE MONTHLY
                                    DEDUCTIONS.

BASIS OF                            THE MINIMUM CASH VALUES ARE BASED ON 1) THE MINIMUM CASH VALUE MORTALITY TABLE
COMPUTATION                         SHOWN ON THE POLICY SPECIFICATIONS PAGE; AND 2) FOR AMOUNTS ALLOCATED TO THE
                                    GENERAL ACCOUNT, COMPOUND INTEREST AT AN ANNUAL RATE OF NOT LESS THAN THE GENERAL
                                    ACCOUNT CASH VALUE GUARANTEED INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. THERE IS NO MINIMUM CASH VALUE GUARANTEED INTEREST RATE FOR AMOUNTS ALLOCATED
                                    TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN.

                                    NET SINGLE PREMIUMS ARE BASED ON 1) THE 7702 TABLE AS SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE; AND 2) THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE
                                    AS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    ALL VALUES ARE AT LEAST EQUAL TO THOSE REQUIRED BY ANY APPLICABLE LAW OF THE STATE
                                    THAT GOVERNS YOUR POLICY. WE HAVE FILED A DETAILED STATEMENT OF THE METHOD OF
                                    CALCULATING CASH VALUES AND RESERVES WITH THE INSURANCE SUPERVISORY OFFICIAL OF
                                    THAT STATE.


106006                              6.09
(6/98)


<PAGE> 29

<CAPTION>
                                    10. PAYMENT OF POLICY BENEFITS

<C>                                 <S>
PAYMENT                             A LUMP SUM PAYMENT WILL BE MADE AS PROVIDED ON THE FACE PAGE.

INTEREST ON                         WE WILL PAY INTEREST ON PROCEEDS FROM THE DATE OF THE INSURED'S DEATH TO THE DATE
PROCEEDS                            OF PAYMENT. INTEREST WILL BE AT AN ANNUAL RATE DETERMINED BY US, BUT NEVER LESS
                                    THAN THE GUARANTEED INTEREST RATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE.

EXTENDED                            PROVISIONS FOR SETTLEMENT OF PROCEEDS DIFFERENT FROM A LUMP SUM PAYMENT MAY ONLY BE
PROVISIONS                          MADE UPON WRITTEN AGREEMENT WITH US.

</TABLE>

00780                               7.01
(6/98)


<PAGE> 30


                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                 PARTICIPATING






                                   General
                                   American
                            LIFE INSURANCE COMPANY
                            13045 TESSON FERRY RD.
                           ST. LOUIS, MISSOURI 63128


100016
(6/98)



<PAGE> 1



         General                                            POLICY NUMBER:
        American
  LIFE INSURANCE COMPANY                                    16,000,001
  13045 TESSON FERRY RD.
ST. LOUIS, MISSOURI 63128                                     INSURED:

                                                            John Doe



                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                               NON-PARTICIPATING

Flexible Premiums are payable during the lifetime of the Insured to Attained
Age 100. If the Insured dies while this policy is in force, we will pay the
policy proceeds to the beneficiary. We must receive proof of the Insured's
death. The policy must also be surrendered to us after death occurs. Any
payment will be subject to all of the provisions and conditions on this and
the following pages of this policy.

THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY
INCREASE OR DECREASE UNDER THE CONDITIONS DESCRIBED ON PAGES 4.01 AND 4.02.

THE POLICY'S CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE ACCOUNT
IS BASED ON THE INVESTMENT EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY
INCREASE OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE THE
SEPARATE ACCOUNT PROVISION.

THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT WILL BE CREDITED WITH INTEREST
AT A MINIMUM GUARANTEED RATE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. WE
MAY CREDIT ADDITIONAL INTEREST IN EXCESS OF THE GUARANTEED RATE. SEE THE
GENERAL ACCOUNT CASH VALUE PROVISION.

                            RIGHT TO EXAMINE POLICY

Please read this policy. You may return this policy to us or to the agent
through whom it was purchased within 20 days from the date you receive it or
within 45 days after the application is signed, whichever period ends later.
If you return it within this period, the policy will be void from the
beginning. We will refund any premium paid.

This policy is a legal contract between the policyowner and General American.
PLEASE READ YOUR CONTRACT CAREFULLY. This cover sheet provides only a brief
outline of some of the important features of your policy. This cover sheet is
not the complete insurance contract and only the actual policy provisions
will control. The policy itself sets forth, in detail, the rights and
obligations of both you and your insurance company. IT IS, THEREFORE,
IMPORTANT THAT YOU READ YOUR POLICY.

Signed for the company at its Home Office, St. Louis, Missouri 63128.
(1-800-638-9294)



    /s/ Robert J. Banstetter                     /s/ Richard A. Liddy
     V.P., GENERAL COUNSEL                        CHAIRMAN, PRESIDENT
         AND SECRETARY                                  AND CEO





100016NP                            0.01
(6/98)


<PAGE> 2


<TABLE>
                       ALPHABETIC GUIDE TO YOUR CONTRACT


<CAPTION>
Page
<C>   <S>
3.07  Addition, Deletion or Substitution
        of Investments
4.04  Allocation of Net Premiums
3.04  Assignments
6.09  Basis of Computation
3.02  Beneficiary
6.06  Cash Surrender Value
6.02  Cash Values
4.02  Change in Contract Type
4.02  Change in Face Amount
3.05  Change of Insured
3.04  Change of Owner or Beneficiary
3.04  Claims of Creditors
3.04  Conformity with Statutes
4.01  Death Benefit
3.01  Definitions
6.02  General Account Cash Value
6.03  General Account Interest Rate
4.04  Grace Period
3.05  Incontestability
7.01  Interest on Proceeds
3.01  Issue Date
6.04  Loan Account Cash Value
6.01  Loans

<CAPTION>
Page
<S>   <C>
3.05  Misstatement of Age or Sex and
        Corrections
6.04  Monthly Cost of Insurance
6.06  Monthly Deduction
6.05  Monthly Policy Charge
6.04  Net Investment Factor
4.03  Net Premium
3.02  Owner
6.06  Partial Withdrawals
7.01  Payment of Policy Benefits
4.03  Payment of Premiums
4.02  Policy Changes
4.01  Policy Proceeds
6.08  Postponement of Payments
        or Transfers
4.05  Reinstatement
3.04  Requests for Changes and/or
        Information
6.03  Separate Account Cash Value
3.06  Separate Account Provisions
3.04  Statements in Application
3.05  Suicide Exclusion
6.06  Surrender
3.07  Transfers
</TABLE>

Additional Benefit Riders, Modifications and Amendments, if any, and a Copy
of the Application are found following the final section.

                           NOTICE OF ANNUAL MEETING

The annual meeting for the election of directors and the transaction of other
business for General American Mutual Holding Company is held each year at its
Home Office in St. Louis, Missouri. This meeting is at 11:00 a.m. on the
fourth Thursday in April. General American Mutual Holding Company is a mutual
company owned by its members. Each member is entitled to vote at such
elections and to participate in such meetings.


100016NP                            0.02
(6/98)


<PAGE> 3

1.    POLICY SPECIFICATIONS

                         GENERAL POLICY SPECIFICATIONS

INSURED                                            [JOHN DOE]
POLICY NUMBER                                    [16,000,001]
ISSUE DATE                                  [JANUARY 1, 1998]
FACE AMOUNT                                         [$50,000]
CONTRACT TYPE                                      [OPTION A]
INSURED AGE                                              [35]
SEX                                                    [MALE]
RISK CLASSIFICATION                                 [STANDARD
                                                      SMOKER]

INITIAL PREMIUM PAID                                [$732.50]
PLANNED ANNUAL PREMIUM                              [$732.50]
MINIMUM INITIAL ANNUAL PREMIUM AMOUNT               [$732.50]
QUALIFIED ROLLOVER PREMIUM                            [$0.00]
TARGET PREMIUM                                      [$425.00]
TARGET PREMIUM (BASE ONLY)                          [$425.00]
NO LAPSE ANNUAL PREMIUM                             [$732.50]
NO LAPSE PREMIUM DATE                       [JANUARY 1, 2003]
PREMIUM TAX CHARGE                                       [2%]
FEDERAL TAX CHARGE                                     [1.3%]
MAXIMUM PERCENT OF PREMIUM CHARGE -
   1st YEAR:  UP TO TARGET PREMIUM                      [15%]
              ABOVE TARGET PREMIUM                       [5%]
              QUALIFIED ROLLOVER PREMIUM                 [0%]
   YEARS 2-10                                            [5%]
   YEARS 11+                                             [2%]




FORM               BENEFITS -    AS SPECIFIED IN POLICY
NUMBERS                          AND IN ANY RIDER

                  POLICY PLAN:     FLEXIBLE PREMIUM VARIABLE
                                   LIFE INSURANCE


100016NP
11202NP
11203NP
11204NP
11205NP
103014NP
104008NP
106006NP
00780NP




11202NP                             1.01


<PAGE> 4


2. POLICY SPECIFICATIONS


GENERAL ACCOUNT CASH VALUE
   GUARANTEED INTEREST RATE                                                [4%]
GENERAL ACCOUNT MAXIMUM
   ALLOCATION PERCENT                                                    [100%]
GENERAL ACCOUNT MAXIMUM
   WITHDRAWAL PERCENT LIMIT                                               [25%]
MAXIMUM MONTHLY COST OF
   INSURANCE FACTOR                                                 [1.0032737]
MAXIMUM DAILY MORTALITY AND
EXPENSE RISK PERCENTAGE:
   YEARS 1-10                                                      [0.0015027%]
   YEARS 11-20                                                     [0.0012301%]
   YEARS 21+                                                       [0.0009572%]
MAXIMUM ANNUAL MORTALITY AND EXPENSE
RISK PERCENTAGE:
   YEARS 1-10                                                           [0.55%]
   YEARS 11-20                                                          [0.45%]
   YEARS 21+                                                            [0.35%]
MAXIMUM MONTHLY POLICY CHARGE:
   1ST YEAR                                                            [$25.00]
   YEARS 2+                                                             [$6.00]
MAXIMUM SELECTION AND ISSUE
   EXPENSE CHARGE RATE:
   YEARS 1-10                                                           [$1.05]
   YEARS 11+                                                               [$0]
MINIMUM FACE AMOUNT                                                   [$50,000]
MINIMUM FACE AMOUNT INCREASE                                           [$5,000]
MINIMUM FACE AMOUNT DECREASE                                           [$5,000]
MAXIMUM FEE FOR PROJECTION OF                                          [$25.00]
   BENEFITS AND VALUES
MAXIMUM TRANSFER CHARGE                                                [$25.00]
GUARANTEED INTEREST RATE ON                                              [4.0%]
   PROCEEDS
7702 TABLE                                            [1980 CSO MORTALITY TABLE
                                                             FOR A MALE SMOKER,
                                                          AGE NEAREST BIRTHDAY]
BASIS OF COMPUTATION OF MINIMUM                       [1980 CSO MORTALITY TABLE
   CASH VALUES                                               FOR A MALE SMOKER,
                                                          AGE NEAREST BIRTHDAY]


IF THE INITIAL PREMIUM PAID AND SUBSEQUENT PREMIUMS PROVE TO BE TOO LOW,
COVERAGE PROVIDED BY THIS POLICY MAY CEASE.



11202NP                             1.02


<PAGE> 5

<TABLE>
                                                     SURRENDER CHARGE SCHEDULE


<CAPTION>
INSURED:                                    JOHN DOE                POLICY NUMBER:                      16,000,001
FACE AMOUNT:                                $100,000                COVERAGE:                                 FPVL
TARGET PREMIUM (Base Only):                  $425.00                EFFECTIVE DATE:                JANUARY 1, 1998


                             MAXIMUM                                                                    MAXIMUM
POLICY                      SURRENDER                                     POLICY                       SURRENDER
MONTH                         CHARGE                                      MONTH                          CHARGE

<S>                          <C>                                           <C>                           <C>
1-60                         45.00%                                         91                           24.17%
 61                          44.58%                                         92                           23.33%
 62                          44.17%                                         93                           22.50%
 63                          43.75%                                         94                           21.67%
 64                          43.33%                                         95                           20.83%
 65                          42.92%                                         96                           20.00%
 66                          42.50%                                         97                           19.17%
 67                          42.08%                                         98                           18.33%
 68                          41.67%                                         99                           17.50%
 69                          41.25%                                        100                           16.67%
 70                          40.83%                                        101                           15.83%
 71                          40.42%                                        102                           15.00%
 72                          40.00%                                        103                           14.17%
 73                          39.17%                                        104                           13.33%
 74                          38.33%                                        105                           12.50%
 75                          37.50%                                        106                           11.67%
 76                          36.67%                                        107                           10.83%
 77                          35.83%                                        108                           10.00%
 78                          35.00%                                        109                            9.17%
 79                          34.17%                                        110                            8.33%
 80                          33.33%                                        111                            7.50%
 81                          32.50%                                        112                            6.67%
 82                          31.67%                                        113                            5.83%
 83                          30.83%                                        114                            5.00%
 84                          30.00%                                        115                            4.17%
 85                          29.17%                                        116                            3.33%
 86                          28.33%                                        117                            2.50%
 87                          27.50%                                        118                            1.67%
 88                          26.67%                                        119                            0.83%
 89                          25.83%                                        120                            0.00%
 90                          25.00%
</TABLE>

11203NP


<PAGE> 6

<TABLE>
                                        TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
                                                        RATES ARE PER $1,000


<CAPTION>
COVERAGE:                                       FPVL                INSURED:                              JOHN DOE
POLICY NUMBER:                            16,000,001                ISSUE DATE:                    JANUARY 1, 1998


ATTAINED AGE                  RATE                  ATTAINED AGE          RATE              ATTAINED AGE          RATE
<S>                           <C>                        <C>              <C>                   <C>               <C>
    35                        0.22                       57               1.51                   79                9.46
    36                        0.23                       58               1.64                   80               10.13
    37                        0.25                       59               1.78                   81               10.87
    38                        0.28                       60               1.93                   82               11.68
    39                        0.30                       61               2.11                   83               12.59
    40                        0.33                       62               2.30                   84               13.54
    41                        0.36                       63               2.52                   85               14.52
    42                        0.40                       64               2.76                   86               15.48
    43                        0.44                       65               3.02                   87               16.42
    44                        0.48                       66               3.30                   88               17.45
    45                        0.52                       67               3.58                   89               18.46
    46                        0.57                       68               3.88                   90               19.47
    47                        0.62                       69               4.19                   91               20.51
    48                        0.67                       70               4.54                   92               21.61
    49                        0.73                       71               4.92                   93               23.03
    50                        0.80                       72               5.36                   94               24.85
    51                        0.87                       73               5.85                   95               27.50
    52                        0.95                       74               6.39                   96               32.05
    53                        1.05                       75               6.98                   97               40.02
    54                        1.15                       76               7.59                   98               54.83
    55                        1.26                       77               8.21                   99               83.33
    56                        1.38                       78               8.83                  100+               0.00
</TABLE>


THESE RATES ARE FOR THE BASE POLICY AT ISSUE. THEY ARE BASED ON THE 1980
COMMISSIONERS STANDARD ORDINARY MORTALITY TABLE FOR A MALE SMOKER.



11204NP


<PAGE> 7

<TABLE>
                                            DEATH BENEFIT OPTION C ATTAINED AGE FACTORS


<CAPTION>
COVERAGE:                                       FPVL                INSURED:                              JOHN DOE
POLICY NUMBER:                            16,000,001                ISSUE DATE:                    JANUARY 1, 1998


ATTAINED                                              ATTAINED                               ATTAINED
  AGE                          RATE                     AGE                RATE                AGE                  RATE
<S>                           <C>                        <C>              <C>                   <C>               <C>
    35                        5.64184                    57               2.45952                79               1.33835
    36                        5.42508                    58               2.37604                80               1.31492
    37                        5.21686                    59               2.29637                81               1.29295
    38                        5.01683                    60               2.22033                82               1.27239
    39                        4.82481                    61               2.14774                83               1.25326
    40                        4.64044                    62               2.07858                84               1.23556
    41                        4.46354                    63               2.01279                85               1.21935
    42                        4.29389                    64               1.95040                86               1.20433
    43                        4.13112                    65               1.89131                87               1.19047
    44                        3.97514                    66               1.83546                88               1.17738
    45                        3.82557                    67               1.78261                89               1.16503
    46                        3.68227                    68               1.73259                90               1.15300
    47                        3.54498                    69               1.68510                91               1.14119
    48                        3.41344                    70               1.64002                92               1.12932
    49                        3.28747                    71               1.59723                93               1.11709
    50                        3.16694                    72               1.55674                94               1.10423
    51                        3.05154                    73               1.51862                95               1.09045
    52                        2.94120                    74               1.48292                96               1.07580
    53                        2.83570                    75               1.44965                97               1.06037
    54                        2.73495                    76               1.41875                98               1.04422
    55                        2.63880                    77               1.39005                99               1.02648
    56                        2.54704                    78               1.36333               100+              1.01000
</TABLE>




11205NP


<PAGE> 8

<TABLE>

<CAPTION>
                                    1. DEFINITIONS IN THIS POLICY

<C>                                 <S>
WE, US AND OUR                      GENERAL AMERICAN LIFE INSURANCE COMPANY.

YOU AND YOUR                        THE OWNER OF THIS POLICY. THE OWNER MAY BE SOMEONE OTHER THAN THE INSURED.

                                    IN THE APPLICATION THE WORDS "YOU" AND "YOUR" REFER TO THE PROPOSED INSURED
                                    PERSON(S).

INSURED                             THE PERSON WHOSE LIFE IS INSURED UNDER THIS POLICY. SEE THE POLICY
                                    SPECIFICATIONS PAGE.

ISSUE AGE                           THE AGE OF THE INSURED AS OF HIS OR HER NEAREST BIRTHDAY TO THE ISSUE DATE.

ATTAINED AGE                        THE ISSUE AGE PLUS THE NUMBER OF COMPLETED POLICY YEARS. THIS INCLUDES ANY PERIOD DURING
                                    WHICH THIS POLICY WAS LAPSED.

ISSUE DATE                          THE EFFECTIVE DATE OF THE COVERAGE UNDER THIS POLICY WHICH IS THE ISSUE DATE SHOWN
                                    ON THE POLICY SPECIFICATIONS PAGE. IT IS ALSO THE DATE FROM WHICH POLICY
                                    ANNIVERSARIES, POLICY YEARS, AND POLICY MONTHS ARE MEASURED.

INVESTMENT                          THE DATE THE FIRST PREMIUM IS APPLIED TO THE GENERAL ACCOUNT AND/OR THE DIVISIONS
START DATE                          OF SEPARATE ACCOUNT ELEVEN. THIS DATE WILL BE THE LATER OF:

                                    -        THE ISSUE DATE OF THE POLICY; OR

                                    -        THE DATE WE RECEIVE THE FIRST PREMIUM AT OUR HOME OFFICE.

MONTHLY                             THE SAME DATE IN EACH SUCCEEDING MONTH AS THE ISSUE DATE EXCEPT THAT WHENEVER THE
ANNIVERSARY                         MONTHLY ANNIVERSARY FALLS ON A DATE OTHER THAN A VALUATION DATE, THE MONTHLY
                                    ANNIVERSARY WILL BE DEEMED THE NEXT VALUATION DATE. IF ANY MONTHLY ANNIVERSARY
                                    WOULD BE THE 29TH, 30TH, OR 31ST DAY OF A MONTH THAT DOES NOT HAVE THAT NUMBER OF
                                    DAYS, THEN THE MONTHLY ANNIVERSARY WILL BE THE LAST DAY OF THAT MONTH.

GENERAL ACCOUNT                     THE ASSETS HELD BY US, EXCLUDING ANY LOANS, OTHER THAN THOSE ALLOCATED TO THE
                                    DIVISIONS OF SEPARATE ACCOUNT ELEVEN OR ANY OTHER SEPARATE ACCOUNT.

SEPARATE ACCOUNT                    SEPARATE ACCOUNT ELEVEN, A SEPARATE INVESTMENT ACCOUNT CREATED BY US TO RECEIVE AND
                                    INVEST NET PREMIUMS RECEIVED FOR THIS POLICY OR OTHER POLICIES.

LOAN ACCOUNT                        THE ACCOUNT TO WHICH WE WILL TRANSFER FROM THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN THE AMOUNT OF ANY POLICY LOAN.

LOAN SUBACCOUNT                     A LOAN SUBACCOUNT EXISTS FOR THE GENERAL ACCOUNT AND EACH DIVISION OF SEPARATE
                                    ACCOUNT ELEVEN. ANY CASH VALUE TRANSFERRED TO THE LOAN ACCOUNT WILL BE ALLOCATED TO
                                    THE APPROPRIATE LOAN SUBACCOUNT TO REFLECT THE ORIGIN OF THE CASH VALUE. AT ANY
                                    POINT IN TIME, THE LOAN ACCOUNT WILL EQUAL THE SUM OF ALL THE LOAN SUBACCOUNTS.

VALUATION DATE                      EACH DAY THAT THE NEW YORK STOCK EXCHANGE IS OPEN FOR TRADING, WE ARE OPEN FOR
                                    BUSINESS AND THE SEC HAS NOT RESTRICTED TRADING OR DECLARED AN EMERGENCY.

SEC                                 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.


103014NP                            3.01
(6/98)


<PAGE> 9

<CAPTION>
                                    2. PERSONS WITH AN INTEREST IN THE POLICY

<C>                                 <S>
OWNER                               THE OWNER OF THIS POLICY IS AS SHOWN IN THE APPLICATION OR IN ANY SUPPLEMENTAL
                                    AGREEMENT ATTACHED TO THIS POLICY, UNLESS LATER CHANGED AS PROVIDED IN THIS POLICY.
                                    IF THERE IS MORE THAN ONE OWNER AT A GIVEN TIME, ALL MUST EXERCISE THE RIGHTS OF
                                    OWNERSHIP BY JOINT ACTION. OWNERSHIP MAY BE CHANGED IN ACCORDANCE WITH THE CHANGE
                                    OF OWNER OR BENEFICIARY PROVISION.

                                    YOU, AS OWNER, ARE ENTITLED TO EXERCISE ALL OWNERSHIP RIGHTS PROVIDED BY THIS
                                    POLICY, WHILE IT IS IN FORCE. ANY PERSON WHOSE RIGHTS OF OWNERSHIP DEPEND UPON SOME
                                    FUTURE EVENT WILL NOT POSSESS ANY PRESENT RIGHTS OF OWNERSHIP. IF THE OWNER IS A
                                    TRUSTEE(S), WE MAY ACT IN RELIANCE UPON THE WRITTEN REQUEST OF ANY TRUSTEE AND WE
                                    ARE NOT RESPONSIBLE FOR PROPER ADMINISTRATION OF THE TRUST. UNLESS OTHERWISE
                                    PROVIDED, THE FINAL OWNER WILL BE THE ESTATE OF THE LAST OWNER TO DIE.

BENEFICIARY                         THE BENEFICIARY TO RECEIVE THE PROCEEDS IN THE EVENT OF THE INSURED'S DEATH IS
                                    AS SHOWN IN THE APPLICATION OR IN ANY SUPPLEMENTAL AGREEMENT ATTACHED TO THIS
                                    POLICY, UNLESS LATER CHANGED AS PROVIDED IN THE POLICY. YOU MAY CHANGE THE
                                    BENEFICIARY IN ACCORDANCE WITH THE CHANGE OF OWNER OR BENEFICIARY PROVISION. UNLESS
                                    OTHERWISE STATED, THE BENEFICIARY HAS NO RIGHTS IN THIS POLICY BEFORE THE DEATH OF
                                    THE INSURED. IF THERE IS MORE THAN ONE BENEFICIARY AT THE DEATH OF THE INSURED, EACH
                                    WILL RECEIVE EQUAL PAYMENTS UNLESS OTHERWISE PROVIDED. UNLESS YOU PROVIDE OTHERWISE,
                                    IF A BENEFICIARY DIES PRIOR TO THE INSURED'S DEATH, THAT BENEFICIARY'S SHARE WILL BE
                                    PAID TO THE LIVING BENEFICIARIES OF THAT CLASS. THE DECEASED BENEFICIARY'S SHARE
                                    WILL BE PAID IN THE SAME PROPORTION AS THE LIVING BENEFICIARIES' SHARES. IF THERE
                                    ARE NO BENEFICIARIES LIVING WHEN THE INSURED DIES, OR AT THE END OF ANY COMMON
                                    DISASTER PERIOD, THE PROCEEDS (COMMUTED IF REQUIRED) WILL BE PAYABLE TO YOU, IF YOU
                                    ARE LIVING, OR TO YOUR ESTATE.

                                    ANY PAYMENT WE MAKE WILL TERMINATE OUR LIABILITY WITH RESPECT TO SUCH PAYMENT. IF
                                    THE INSURED DESIGNATES SPECIFIC AMOUNTS TO BE PAID TO SPECIFIC BENEFICIARIES AND
                                    THE TOTAL OF THOSE AMOUNTS IS OTHER THAN THE AMOUNT OF PROCEEDS PAYABLE, THE
                                    PROCEEDS PAYABLE WILL BE ADJUSTED AND PAID IN THE SAME PROPORTION AS THE SPECIFIC
                                    AMOUNTS WERE TO BE PAID.

                                    ANY TERM USED IN THE MASCULINE, FEMININE, SINGULAR OR PLURAL, WILL INCLUDE OR BE
                                    THE OPPOSITE GENDER OR NUMBER WHERE NECESSARY.

                                    IF ANY BENEFICIARY DESIGNATION IN THE APPLICATION INCLUDES ANY OF THE FOLLOWING
                                    PROVISIONS, THE TERMS OF THAT PROVISION SHOWN BELOW WILL APPLY:

                                    1.       PER STIRPES. THE SHARE OF A DECEASED BENEFICIARY WILL BE PAID TO THAT
                                             BENEFICIARY'S SURVIVING CHILDREN, EQUALLY.

                                    2.       COMMON DISASTER. WE WILL NOT MAKE PAYMENT UNTIL THE STATED NUMBER OF DAYS
                                             AFTER THE INSURED'S DEATH. IF ANY BENEFICIARY DIES DURING THIS PERIOD,
                                             OR IF THE ORDER OF DEATH OF ANY BENEFICIARY AND THE INSURED CANNOT BE
                                             DETERMINED, WE WILL PAY AS THOUGH SUCH BENEFICIARY DIED FIRST.

                                    3.       TRUST FOR MINOR BENEFICIARY. THE ORIGINAL OR SUCCESSOR TRUSTEE FOR A MINOR
                                             BENEFICIARY WILL SERVE WITHOUT BOND AND EXERCISE ALL RIGHTS AND RECEIVE
                                             ALL PROCEEDS FOR THE MINOR BENEFICIARY. SUCH PROCEEDS WILL BE HELD IN A
                                             SEPARATE TRUST AND USED AT THE TRUSTEE'S DISCRETION FOR SUCH MINOR'S
                                             EDUCATION, SUPPORT, CARE AND GENERAL WELFARE. THE TRUST WILL TERMINATE
                                             AT THE LEGAL AGE OF MAJORITY OR PRIOR DEATH OF THE MINOR BENEFICIARY.
                                             ANY FUNDS THEN HELD BY THE TRUSTEE WILL BE PAID IN ONE SUM TO SUCH
                                             BENEFICIARY OR THE BENEFICIARY'S ESTATE. THE TRUST CAN BE REVOKED BY A
                                             CHANGE OF BENEFICIARY UNDER THE POLICY. PAYMENT TO ANY TRUSTEE WILL
                                             DISCHARGE US TO THE EXTENT OF SUCH PAYMENT.


103014NP                            3.02
(6/98)


<PAGE> 10

                                    4.       TRUST UNDER WILL. WHEN WE RECEIVE AT OUR HOME OFFICE:

                                             A)  CERTIFIED COPIES OF THE LAST WILL AND TESTAMENT OF THE NAMED TESTATOR;
                                                 AND

                                             B)  THE ORDER ADMITTING THE WILL TO PROBATE; AND IF SUCH WILL CREATED A
                                                 TRUST CAPABLE OF RECEIVING PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO THE TRUSTEE.

                                             IF, BEFORE WE RECEIVE THESE DOCUMENTS, SATISFACTORY PROOF IS FURNISHED
                                             THAT:

                                             A)  THE TESTATOR DIED INTESTATE; OR

                                             B)  THE WILL CREATED NO TRUST CAPABLE OF RECEIVING PROCEEDS; OR

                                             C)  THE TESTATOR WAS NOT THE INSURED, BUT SURVIVED THE INSURED;

                                             THEN WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED.

                                             IF WE PAY UNDER ANY OF THESE CONDITIONS, WE WILL BE DISCHARGED TO THE
                                             EXTENT OF SUCH PAYMENT. WE ARE NOT REQUIRED TO CHECK INTO THE VALIDITY,
                                             GENERAL TERMS OR PROPER ADMINISTRATION OF THE TRUST. SUCH TRUSTEE
                                             DESIGNATION WILL NOT AFFECT YOUR RIGHTS UNDER THE POLICY, INCLUDING THE
                                             RIGHT TO CHANGE THE BENEFICIARY.

                                    5.       TRUST UNDER SEPARATE WRITTEN AGREEMENT. WHEN WE RECEIVE AT OUR HOME OFFICE
                                             A WRITTEN STATEMENT FROM THE TRUSTEE NAMED IN THE BENEFICIARY DESIGNATION
                                             THAT:

                                             A)  THE TRUST AGREEMENT IS IN FORCE; AND

                                             B)  THE AGREEMENT PERMITS THE TRUSTEE TO RECEIVE THE PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO THE TRUSTEE.

                                             IF, BEFORE WE RECEIVE THE TRUSTEE'S STATEMENT, SATISFACTORY PROOF IS
                                             FURNISHED THAT:

                                             A)  THE TRUST AGREEMENT IS NOT IN EFFECT; OR

                                             B)  THE AGREEMENT DOES NOT PERMIT THE TRUSTEE TO RECEIVE THE PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED.

                                             IF WE PAY UNDER ANY OF THESE CONDITIONS, WE WILL BE DISCHARGED TO THE
                                             EXTENT OF SUCH PAYMENT. WE ARE ENTITLED TO RELY ON ANY STATEMENTS OR
                                             DOCUMENTS FURNISHED TO US BY THE TRUSTEE AND ARE NOT REQUIRED TO CHECK
                                             INTO THE VALIDITY, GENERAL TERMS OR PROPER ADMINISTRATION OF THE TRUST
                                             AGREEMENT. SUCH TRUSTEE DESIGNATION WILL NOT AFFECT YOUR RIGHTS UNDER
                                             THE POLICY, INCLUDING THE RIGHT TO CHANGE THE BENEFICIARY.

                                    6.       IRREVOCABLE BENEFICIARY. YOU CANNOT CHANGE AN IRREVOCABLE BENEFICIARY
                                             WITHOUT THE WRITTEN CONSENT OF SUCH BENEFICIARY. ALSO, YOU CANNOT
                                             EXERCISE ANY OTHER OWNERSHIP RIGHTS WITHOUT THE CONSENT OF SUCH
                                             BENEFICIARY, IF THE EXERCISE OF SUCH RIGHTS WILL HAVE THE EFFECT OF
                                             DIMINISHING THE RIGHTS AND INTEREST OF THE IRREVOCABLE BENEFICIARY.

                                    7.       CREDITOR BENEFICIARY. PROCEEDS PAYABLE TO ANY CREDITOR BENEFICIARY ARE
                                             LIMITED TO ITS PROVABLE INTEREST. THE BALANCE OF ANY PROCEEDS WILL BE
                                             PAID TO ANY OTHER NAMED BENEFICIARY. IF THERE IS NO OTHER BENEFICIARY
                                             LIVING, WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED. YOU
                                             CANNOT CHANGE A CREDITOR BENEFICIARY WITHOUT THE WRITTEN CONSENT OF THE
                                             CREDITOR OR RELEASE OF ITS INTEREST. ALSO, YOU CANNOT EXERCISE ANY OTHER
                                             OWNERSHIP RIGHTS WITHOUT THE CONSENT OF SUCH BENEFICIARY, IF THE
                                             EXERCISE OF SUCH RIGHTS WILL HAVE THE EFFECT OF DIMINISHING THE RIGHTS
                                             AND INTEREST OF THE CREDITOR BENEFICIARY.


103014NP                            3.03
(6/98)


<PAGE> 11

CHANGE OF                           DURING THE INSURED'S LIFETIME YOU MAY CHANGE THE OWNERSHIP AND BENEFICIARY
OWNER OR                            DESIGNATIONS, SUBJECT TO ANY RESTRICTIONS AS STATED IN THE OWNER OR BENEFICIARY
BENEFICIARY                         PROVISIONS. YOU MUST MAKE THE CHANGE IN WRITTEN FORM SATISFACTORY TO US. IF
                                    ACCEPTABLE TO US THE CHANGE WILL TAKE EFFECT AS OF THE TIME YOU SIGNED THE REQUEST,
                                    WHETHER OR NOT THE INSURED IS LIVING WHEN WE RECEIVE YOUR REQUEST AT OUR HOME
                                    OFFICE. THE CHANGE WILL BE SUBJECT TO ANY ASSIGNMENT OF THIS POLICY OR OTHER LEGAL
                                    RESTRICTIONS. IT WILL ALSO BE SUBJECT TO ANY PAYMENT WE MADE OR ACTION WE TOOK
                                    BEFORE WE RECEIVED YOUR WRITTEN NOTICE OF THE CHANGE. WE HAVE THE RIGHT TO REQUIRE THE
                                    POLICY FOR ENDORSEMENT BEFORE WE ACCEPT THE CHANGE.

                                    IF YOU ARE ALSO THE BENEFICIARY OF THE POLICY AT THE TIME OF THE INSURED'S DEATH, YOU
                                    MAY DESIGNATE SOME OTHER PERSON TO RECEIVE THE PROCEEDS OF THE POLICY WITHIN 60 DAYS
                                    AFTER THE INSURED'S DEATH.

ASSIGNMENTS                         WE WILL NOT BE BOUND BY AN ASSIGNMENT OF THE POLICY OR OF ANY INTEREST IN IT
                                    UNLESS:

                                    1.       THE ASSIGNMENT IS MADE AS A WRITTEN INSTRUMENT,

                                    2.       YOU FILE THE ORIGINAL INSTRUMENT OR A CERTIFIED COPY WITH US AT OUR HOME
                                             OFFICE, AND

                                    3.       WE SEND YOU AN ACKNOWLEDGED COPY.

                                    WE ARE NOT RESPONSIBLE FOR DETERMINING THE VALIDITY OF ANY ASSIGNMENT.

                                    IF A CLAIM IS BASED ON AN ASSIGNMENT, WE MAY REQUIRE PROOF OF INTEREST OF THE
                                    CLAIMANT. A VALID ASSIGNMENT WILL TAKE PRECEDENCE OVER ANY CLAIM OF A BENEFICIARY.

REQUESTS FOR                        SUBMIT ALL REQUESTS FOR CHANGE AND/OR INFORMATION IN WRITING TO OUR HOME OFFICE -
CHANGES AND/OR                      GENERAL AMERICAN LIFE INSURANCE COMPANY, P.O. BOX 14490, ST. LOUIS, MO 63178.
INFORMATION


<CAPTION>
                                    3. GENERAL PROVISIONS

<C>                                 <S>
THE CONTRACT                        WE HAVE ISSUED THIS POLICY IN CONSIDERATION OF THE APPLICATION AND PAYMENT OF
                                    PREMIUMS. THE POLICY, THE APPLICATION FOR IT, ANY RIDERS AND ANY APPLICATION FOR
                                    AN INCREASE IN FACE AMOUNT CONSTITUTE THE ENTIRE CONTRACT AND ARE ATTACHED TO AND
                                    MADE A PART OF THE POLICY WHEN THE INSURANCE APPLIED FOR IS ACCEPTED. A COPY OF ANY
                                    APPLICATION FOR REINSTATEMENT WILL BE SENT TO YOU FOR ATTACHMENT TO THIS POLICY AND
                                    WILL BECOME PART OF THE CONTRACT OF REINSTATEMENT AND OF THIS POLICY. THE POLICY MAY
                                    BE CHANGED BY MUTUAL AGREEMENT. ANY CHANGE MUST BE IN WRITING AND APPROVED BY OUR
                                    PRESIDENT, VICE-PRESIDENT OR SECRETARY. OUR AGENTS HAVE NO AUTHORITY TO ALTER OR
                                    MODIFY ANY TERMS, CONDITIONS, OR AGREEMENTS OF THIS POLICY, OR TO WAIVE ANY OF ITS
                                    PROVISIONS.

CONFORMITY WITH                     IF ANY PROVISION IN THIS POLICY IS IN CONFLICT WITH THE LAWS OF THE STATE WHICH
STATUTES                            GOVERN THIS POLICY, THE PROVISION WILL BE DEEMED TO BE AMENDED TO CONFORM WITH SUCH
                                    LAWS. IN ADDITION, WE RESERVE THE RIGHT TO CHANGE THIS POLICY IF WE DETERMINE THAT
                                    A CHANGE IS NECESSARY TO CAUSE THIS POLICY TO COMPLY WITH, OR GIVE YOU THE BENEFIT
                                    OF, ANY FEDERAL OR STATE STATUTE, RULE, OR REGULATION, INCLUDING, BUT NOT LIMITED
                                    TO, REQUIREMENTS FOR LIFE INSURANCE CONTRACTS UNDER THE INTERNAL REVENUE CODE, OR
                                    ITS REGULATIONS OR PUBLISHED RULINGS.

STATEMENTS IN                       ALL STATEMENTS MADE BY THE INSURED OR ON HIS OR HER BEHALF, OR BY THE APPLICANT, WILL
APPLICATION                         BE DEEMED REPRESENTATIONS AND NOT WARRANTIES, EXCEPT IN THE CASE OF FRAUD. MATERIAL
                                    MISSTATEMENTS WILL NOT BE USED TO VOID THE POLICY, ANY RIDER OR ANY INCREASE IN
                                    FACE AMOUNT OR DENY A CLAIM UNLESS MADE IN THE APPLICATION FOR A POLICY, A RIDER OR
                                    AN INCREASE IN FACE AMOUNT.


CLAIMS OF                           TO THE EXTENT PERMITTED BY LAW, NEITHER THE POLICY NOR ANY PAYMENT UNDER IT WILL BE
CREDITORS                           SUBJECT TO THE CLAIMS OF CREDITORS OR TO ANY LEGAL PROCESS.


103014NP                            3.04
(6/98)


<PAGE> 12

RIGHT TO EXAMINE                    YOU HAVE THE RIGHT TO REQUEST US TO CANCEL AN INCREASE IN FACE AMOUNT AND RECEIVE A
INCREASE IN                         PREMIUM REFUND. THE REQUEST MUST BE IN WRITING AND MUST BE MADE NO LATER THAN:
FACE AMOUNT
                                    -        20 DAYS FROM THE DATE YOU RECEIVED THE NEW POLICY SPECIFICATIONS PAGE FOR THE
                                             INCREASE; OR

                                    -        45 DAYS AFTER THE DATE YOU SIGNED THE APPLICATION FOR THE INCREASE.

                                    IF YOU DO REQUEST US TO CANCEL THE INCREASE, THE MONTHLY DEDUCTIONS ASSOCIATED WITH
                                    THAT INCREASE WILL BE RESTORED TO THE POLICY'S CASH VALUE. THIS AMOUNT WILL BE
                                    ALLOCATED TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN
                                    THE SAME MANNER AS IT WAS DEDUCTED.

CONVERSION RIGHTS                   WHILE YOUR POLICY IS IN FORCE, YOU HAVE A ONE TIME RIGHT DURING THE FIRST TWO
                                    POLICY YEARS TO TRANSFER ALL OF YOUR CASH VALUE FROM THE DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN TO THE GENERAL ACCOUNT.

                                    IF, AT ANY TIME DURING THE FIRST TWO POLICY YEARS, YOU REQUEST IN WRITING THE
                                    TRANSFER OF THE CASH VALUE HELD IN THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN TO THE
                                    GENERAL ACCOUNT AND YOU INDICATE THAT YOU ARE MAKING THIS TRANSFER IN EXERCISE OF
                                    YOUR CONVERSION RIGHTS, THE TRANSFER WILL NOT BE SUBJECT TO A TRANSFER CHARGE OR
                                    TRANSFER LIMITS, IF ANY. AT THE TIME OF SUCH TRANSFER, THERE WILL NOT BE ANY EFFECT
                                    ON THE POLICY'S DEATH BENEFIT, FACE AMOUNT, NET AMOUNT AT RISK, RATE CLASS OR ISSUE
                                    AGE.

                                    IF YOU EXERCISE YOUR ONE TIME CONVERSION RIGHT, WE WILL AUTOMATICALLY ALLOCATE ALL
                                    FUTURE NET PREMIUMS TO THE GENERAL ACCOUNT.

MISSTATEMENT OF                     IF THERE IS A MISSTATEMENT OF AGE OR SEX IN THE APPLICATION, THE AMOUNT OF THE
AGE OR SEX AND                      DEATH BENEFIT WILL BE THAT WHICH WOULD BE PURCHASED BY THE MOST RECENT MONTHLY
CORRECTIONS                         COST OF INSURANCE CHARGE AT THE CORRECT AGE OR SEX.

                                    IF WE MAKE ANY PAYMENT OR POLICY CHANGES IN GOOD FAITH, RELYING ON OUR RECORDS, OR
                                    EVIDENCE SUPPLIED TO US, OUR DUTY WILL BE FULLY DISCHARGED. WE RESERVE THE RIGHT TO
                                    CORRECT ANY ERRORS IN THE POLICY.

INCONTESTABILITY                    WE CANNOT CONTEST THIS POLICY AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF
                                    THE INSURED FOR TWO YEARS FROM ITS ISSUE DATE. WE CANNOT CONTEST AN INCREASE IN
                                    FACE AMOUNT WITH REGARD TO MATERIAL MISSTATEMENTS MADE CONCERNING SUCH INCREASE
                                    AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF THE INSURED FOR TWO YEARS FROM
                                    ITS EFFECTIVE DATE. WE CANNOT CONTEST ANY REINSTATEMENT OF THIS POLICY, WITH REGARD
                                    TO MATERIAL MISSTATEMENTS MADE CONCERNING SUCH REINSTATEMENT, AFTER IT HAS BEEN IN
                                    FORCE DURING THE LIFETIME OF THE INSURED FOR A PERIOD OF TWO YEARS FROM THE DATE WE
                                    APPROVE THE REINSTATEMENT. THIS PROVISION WILL NOT APPLY TO ANY RIDER WHICH CONTAINS
                                    ITS OWN INCONTESTABILITY CLAUSE.

SUICIDE EXCLUSION                   IF THE INSURED DIES BY SUICIDE, WHILE SANE OR INSANE, WITHIN TWO YEARS FROM THE
                                    ISSUE DATE (OR WITHIN THE MAXIMUM PERIOD PERMITTED BY LAW OF THE STATE IN WHICH
                                    THIS POLICY WAS DELIVERED, IF LESS THAN TWO YEARS), THE AMOUNT PAYABLE WILL BE
                                    LIMITED TO THE AMOUNT OF PREMIUMS PAID, LESS ANY OUTSTANDING POLICY LOANS WITH
                                    INTEREST TO THE DATE OF DEATH, AND LESS ANY PARTIAL WITHDRAWALS.

                                    IF THE INSURED, WHILE SANE OR INSANE, COMMITS SUICIDE WITHIN TWO YEARS AFTER THE
                                    EFFECTIVE DATE OF ANY INCREASE IN FACE AMOUNT, THE DEATH BENEFIT FOR THAT INCREASE
                                    WILL BE LIMITED TO THE MONTHLY DEDUCTIONS FOR THE INCREASE.

CHANGE OF                           WHILE THIS POLICY IS IN FORCE, YOU MAY CHANGE THE INSURED. TO DO  THIS, YOU MUST
INSURED                             MEET THE REQUIREMENTS ESTABLISHED BY US. ANY RIDER ATTACHED TO THIS POLICY MAY BE
                                    CONTINUED ONLY WITH OUR CONSENT. WE RESERVE THE RIGHT TO CHARGE A NOMINAL FEE FOR
                                    PROCESSING A CHANGE OF INSURED.


103014NP                            3.05
(6/98)


<PAGE> 13

ANNUAL REPORT                       EACH YEAR A REPORT WILL BE SENT TO YOU WHICH SHOWS THE CURRENT POLICY VALUES,
                                    PREMIUMS PAID AND DEDUCTIONS MADE SINCE THE LAST REPORT, AND ANY OUTSTANDING POLICY
                                    LOANS.

PROJECTION OF                       YOU MAY MAKE A WRITTEN REQUEST TO US FOR A PROJECTION OF ILLUSTRATIVE FUTURE CASH
BENEFITS AND                        VALUES AND DEATH BENEFITS. IF REQUESTED MORE THAN ONCE PER POLICY YEAR, THIS
VALUES                              PROJECTION WILL BE FURNISHED TO YOU FOR A NOMINAL FEE. THIS FEE WILL NOT EXCEED THE
                                    MAXIMUM FEE FOR PROJECTION OF BENEFITS AND VALUES SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.

<CAPTION>
                                    4. SEPARATE ACCOUNT PROVISIONS

<C>                                 <S>
SEPARATE ACCOUNT                    THE VARIABLE BENEFITS UNDER THIS POLICY ARE PROVIDED THROUGH INVESTMENTS IN
                                    SEPARATE ACCOUNT ELEVEN. THIS ACCOUNT IS USED FOR FLEXIBLE PREMIUM VARIABLE LIFE
                                    INSURANCE POLICIES AND, IF PERMITTED BY LAW, MAY BE USED FOR OTHER POLICIES OR
                                    CONTRACTS AS WELL.

                                    WE HOLD THE ASSETS OF SEPARATE ACCOUNT ELEVEN. THESE ASSETS ARE HELD SEPARATELY
                                    FROM THE ASSETS HELD IN THE GENERAL ACCOUNT. INCOME, GAINS AND LOSSES---WHETHER OR
                                    NOT REALIZED---FROM ASSETS ALLOCATED TO SEPARATE ACCOUNT ELEVEN WILL BE CREDITED TO
                                    OR CHARGED AGAINST THE ACCOUNT WITHOUT REGARD TO OUR OTHER INCOME, GAINS OR LOSSES.

                                    THE PORTION OF THE ASSETS HELD BY SEPARATE ACCOUNT ELEVEN EQUAL TO THE RESERVES AND
                                    OTHER POLICY LIABILITIES WITH RESPECT TO SEPARATE ACCOUNT ELEVEN WILL NOT BE
                                    CHARGED WITH LIABILITIES THAT ARISE FROM ANY OTHER BUSINESS WE MAY CONDUCT. WE HAVE
                                    THE RIGHT TO TRANSFER TO OUR GENERAL ACCOUNT ANY ASSETS OF SEPARATE ACCOUNT ELEVEN
                                    WHICH ARE IN EXCESS OF THE RESERVES AND OTHER POLICY LIABILITIES OF SEPARATE
                                    ACCOUNT ELEVEN.

                                    SEPARATE ACCOUNT ELEVEN IS REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                    AS A UNIT INVESTMENT TRUST UNDER THE INVESTMENT COMPANY ACT OF 1940. SEPARATE
                                    ACCOUNT ELEVEN IS ALSO SUBJECT TO THE LAWS OF THE STATE OF MISSOURI, WHICH REGULATE
                                    THE OPERATIONS OF INSURANCE COMPANIES INCORPORATED IN MISSOURI. THE INVESTMENT
                                    POLICY OF SEPARATE ACCOUNT ELEVEN WILL NOT BE CHANGED WITHOUT THE APPROVAL OF THE
                                    INSURANCE COMMISSIONER OF THE STATE OF MISSOURI. THE APPROVAL PROCESS IS ON FILE
                                    WITH THE INSURANCE COMMISSIONER OF THE STATE IN WHICH THIS POLICY WAS DELIVERED.

DIVISIONS                           SEPARATE ACCOUNT ELEVEN HAS SEVERAL DIVISIONS. EACH DIVISION INVESTS IN A
                                    CORRESPONDING INVESTMENT PORTFOLIO FROM ONE OR MORE REGISTERED INVESTMENT
                                    COMPANIES.

                                    INCOME, GAINS AND LOSSES---WHETHER OR NOT REALIZED---FROM THE ASSETS OF EACH
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN ARE CREDITED TO OR CHARGED AGAINST THAT
                                    DIVISION WITHOUT REGARD TO INCOME, GAINS OR LOSSES IN OTHER DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN OR IN THE GENERAL ACCOUNT.

                                    WE WILL VALUE THE ASSETS OF EACH DIVISION OF SEPARATE ACCOUNT ELEVEN AT THE END OF
                                    EACH VALUATION PERIOD. A VALUATION PERIOD IS THE PERIOD BETWEEN TWO SUCCESSIVE
                                    VALUATION DATES. A VALUATION DATE IS ANY DAY THAT BENEFITS VARY AND ON WHICH THE
                                    NEW YORK STOCK EXCHANGE AND OUR HOME OFFICE ARE OPEN FOR BUSINESS OR ANY OTHER DAY
                                    THAT MAY BE REQUIRED BY ANY APPLICABLE SECURITIES AND EXCHANGE COMMISSION RULES AND
                                    REGULATIONS.


103014NP                            3.06
(6/98)


<PAGE> 14

TRANSFERS                           YOU MAY TRANSFER AMOUNTS AS FOLLOWS:

                                    -        BETWEEN THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN;
                                             OR

                                    -        AMONG THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN.

                                    -        THE FIRST 12 REQUESTED TRANSFERS AND/OR PARTIAL WITHDRAWALS PER POLICY
                                             YEAR WILL BE ALLOWED FREE OF CHARGE; THEREAFTER WE MAY IMPOSE A TRANSFER
                                             CHARGE NOT TO EXCEED THE MAXIMUM TRANSFER CHARGE SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE.

                                    THESE TRANSFERS WILL BE SUBJECT TO THE FOLLOWING CONDITIONS:

                                    -        WE MUST RECEIVE A REQUEST FOR TRANSFER IN A FORM ACCEPTABLE TO US.

                                    -        TRANSFERS FROM OR AMONG THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN MUST BE
                                             AT LEAST $500.00 OR THE ENTIRE AMOUNT YOU HAVE IN A DIVISION, IF SMALLER.

                                    -        TRANSFERS AND/OR PARTIAL WITHDRAWALS FROM THE GENERAL ACCOUNT TO THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN MUST BE AT LEAST $500.00. THE
                                             MAXIMUM AMOUNT OF ALL TRANSFERS AND PARTIAL WITHDRAWALS FROM THE GENERAL
                                             ACCOUNT IN ANY POLICY YEAR WILL BE THE GREATER OF (1) OR (2):

                                             1.  THE CASH SURRENDER VALUE OF THE GENERAL ACCOUNT AT THE BEGINNING OF
                                                 THAT POLICY YEAR MULTIPLIED BY THE GENERAL ACCOUNT MAXIMUM
                                                 WITHDRAWAL PERCENT LIMIT, AS SHOWN ON THE POLICY SPECIFICATIONS
                                                 PAGE.

                                             2.  THE PREVIOUS YEAR'S GENERAL ACCOUNT MAXIMUM WITHDRAWAL AMOUNT.

                                    -        THE GENERAL ACCOUNT CASH VALUE IMMEDIATELY AFTER ANY TRANSFER IN TO THE
                                             GENERAL ACCOUNT CANNOT EXCEED 1., BELOW, MULTIPLIED BY 2., BELOW:

                                             1.  THE GENERAL ACCOUNT CASH VALUE PLUS THE SEPARATE ACCOUNT CASH VALUE.

                                             2.  THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AS SHOWN ON THE POLICY
                                                 SPECIFICATIONS PAGE.

                                    WE MAY REVOKE OR MODIFY THE TRANSFER PRIVILEGE AT ANY TIME, INCLUDING THE MINIMUM
                                    AMOUNT TRANSFERABLE, THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT, AND THE
                                    TRANSFER CHARGE, IF ANY.

ADDITION, DELETION                  WE RESERVE THE RIGHT, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW, TO MAKE ADDITIONS
OR SUBSTITUTION                     TO, DELETIONS FROM, OR SUBSTITUTIONS FOR THE SHARES OF A FUND THAT ARE HELD BY
OF INVESTMENTS                      SEPARATE ACCOUNT ELEVEN OR THAT SEPARATE ACCOUNT ELEVEN MAY PURCHASE. WE RESERVE
                                    THE RIGHT TO ELIMINATE THE SHARES OF ANY OF THE FUNDS OF THIS POLICY AND TO
                                    SUBSTITUTE SHARES OF ANOTHER FUND OF A REGISTERED INVESTMENT COMPANY, IF THE SHARES
                                    OR FUNDS ARE NO LONGER AVAILABLE FOR INVESTMENT OR IF IN OUR JUDGEMENT, FURTHER
                                    INVESTMENT IN ANY FUND SHOULD BECOME INAPPROPRIATE IN VIEW OF THE PURPOSE OF THE
                                    POLICY. WE WILL NOT SUBSTITUTE ANY SHARES ATTRIBUTABLE TO THE OWNER'S INTEREST IN A
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN WITHOUT NOTICE TO THE OWNER AND COMPLIANCE WITH
                                    THE INVESTMENT COMPANY ACT OF 1940. THIS WILL NOT PREVENT SEPARATE ACCOUNT ELEVEN
                                    FROM PURCHASING OTHER SECURITIES FOR OTHER SERIES OR CLASSES OF POLICIES, OR FROM
                                    PERMITTING CONVERSION BETWEEN SERIES OR CLASSES OF POLICIES OR CONTRACTS ON THE
                                    BASIS OF REQUESTS MADE BY OWNERS.

                                    WE RESERVE THE RIGHT TO ESTABLISH ADDITIONAL DIVISIONS OF SEPARATE ACCOUNT ELEVEN
                                    WHICH WOULD INVEST IN SHARES OF REGISTERED INVESTMENT COMPANIES AND TO MAKE SUCH
                                    DIVISIONS AVAILABLE TO SUCH CLASS OR SERIES OF POLICIES AS WE DEEM APPROPRIATE. WE
                                    ALSO RESERVE THE RIGHT TO ELIMINATE OR COMBINE EXISTING DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN OR TO TRANSFER ASSETS BETWEEN DIVISIONS.

                                    IF WE CONSIDER IT TO BE IN THE BEST INTEREST OF PERSONS HAVING VOTING RIGHTS UNDER
                                    THE POLICIES, SEPARATE ACCOUNT ELEVEN MAY BE OPERATED AS A MANAGEMENT COMPANY UNDER
                                    THE INVESTMENT COMPANY ACT OF 1940; IT MAY BE DEREGISTERED UNDER THAT ACT IN THE
                                    EVENT REGISTRATION IS NO LONGER REQUIRED; IT MAY BE COMBINED WITH OTHER SEPARATE
                                    ACCOUNTS; OR ITS ASSETS MAY BE TRANSFERRED TO OTHER SEPARATE ACCOUNTS.


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<PAGE> 15

<CAPTION>
                                    5. POLICY BENEFITS

<C>                                 <S>
POLICY PROCEEDS                     THE POLICY PROCEEDS ARE:

                                    1.       THE DEATH BENEFIT UNDER THE CONTRACT TYPE THEN IN EFFECT; PLUS

                                    2.       THE MONTHLY COST OF INSURANCE FOR THE PORTION OF THE POLICY MONTH FROM THE
                                             DATE OF DEATH TO THE END OF THE POLICY MONTH OF DEATH; MINUS

                                    3.       ANY PAYMENT DUE UNDER THE GRACE PERIOD PROVISION AS OF THE DATE OF
                                             DEATH; MINUS

                                    4.       ANY LOAN AND LOAN INTEREST DUE.

DEATH BENEFIT                       PRIOR TO THE INSURED'S ATTAINED AGE 100, THE DEATH BENEFIT DEPENDS UPON THE
                                    CONTRACT TYPE IN EFFECT ON THE DATE OF THE INSURED'S DEATH. THE CONTRACT TYPE
                                    IN EFFECT IS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    OPTION A CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT; OR

                                    2.       THE APPLICABLE PERCENTAGE OF THE CASH VALUE ON THE DATE OF DEATH AS DESCRIBED
                                             IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 OR ANY APPLICABLE
                                             SUCCESSOR PROVISION AND MODIFIED FOR AGES 95 AND ABOVE.

                                    OPTION B CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT PLUS THE CASH VALUE ON THE DATE OF DEATH; OR

                                    2.       THE APPLICABLE PERCENTAGE OF THE CASH VALUE ON THE DATE OF DEATH AS
                                             DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 OR
                                             ANY APPLICABLE SUCCESSOR PROVISION AND MODIFIED FOR AGES 95 AND ABOVE.

                                    OPTION C CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT; OR

                                    2.       THE CASH VALUE ON THE DATE OF DEATH MULTIPLIED BY THE APPLICABLE ATTAINED
                                             AGE FACTOR AS SHOWN ON THE POLICY'S DEATH BENEFIT OPTION C ATTAINED AGE
                                             FACTORS PAGE.

                                    NOTWITHSTANDING ANYTHING IN THIS POLICY, THE DEATH BENEFIT WILL IN NO CASE BE LESS
                                    THAN THE AMOUNT NECESSARY TO CAUSE THE POLICY TO MEET THE REQUIREMENTS FOR THE
                                    DEFINITION OF LIFE INSURANCE UNDER THE INTERNAL REVENUE CODE OF 1986 OR ANY
                                    APPLICABLE SUCCESSOR PROVISION.

APPLICABLE                          THE PERCENTAGES AS CURRENTLY DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE
PERCENTAGE:                         CODE OF 1986 AND MODIFIED FOR AGES 95 AND ABOVE ARE AS FOLLOWS:

<CAPTION>
                                    IN THE CASE OF AN INSURED WITH AN               THE APPLICABLE PERCENTAGE WILL
                                    ATTAINED AGE AS OF THE BEGINNING                DECREASE BY A RATABLE PORTION
                                    OF THE CONTRACT YEAR OF:                        FOR EACH FULL YEAR:

                                    MORE THAN:         BUT NOT MORE THAN:            FROM:                  TO:
<S>                                                    <C>                           <C>                  <C>
                                           0                    40                    250                   250
                                          40                    45                    250                   215
                                          45                    50                    215                   185
                                          50                    55                    185                   150
                                          55                    60                    150                   130
                                          60                    65                    130                   120
                                          65                    70                    120                   115
                                          70                    75                    115                   105
                                          75                    90                    105                   105
                                          90                    95                    105                   101
                                          95  OR                                      101
                                              HIGHER




104008NP                            4.01
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<PAGE> 16

<C>                                 <S>
CONTINUATION                        IF THIS POLICY IS IN FORCE BEYOND THE INSURED'S ATTAINED AGE 100, THE DEATH BENEFIT
OF THE POLICY                       WILL BE 101% OF THE POLICY'S CASH VALUE.
BEYOND ATTAINED
AGE 100                             PLEASE NOTE: THIS POLICY MAY NOT QUALIFY AS LIFE INSURANCE AFTER THE INSURED'S
                                    ATTAINED AGE 100 AND MAY BE SUBJECT TO TAX CONSEQUENCES. PLEASE CONSULT A TAX
                                    ADVISER PRIOR TO CONTINUING THE POLICY BEYOND THE INSURED'S ATTAINED AGE 100.
                                    IT IS POSSIBLE THAT INSURANCE COVERAGE MAY NOT CONTINUE EVEN IF PLANNED PREMIUMS
                                    ARE PAID IN A TIMELY MANNER.

POLICY CHANGES                      YOU MAY REQUEST POLICY CHANGES AT ANY TIME UNLESS WE SPECIFICALLY INDICATE
                                    OTHERWISE. WE LIMIT THE NUMBER OF CHANGES TO ONE PER POLICY YEAR, AND WE DO NOT
                                    PERMIT CHANGES IN THE FIRST POLICY YEAR. THE TYPES OF CHANGES ALLOWED ARE EXPLAINED
                                    BELOW.

                                    NO CHANGE WILL BE PERMITTED THAT WOULD RESULT IN THIS POLICY NOT SATISFYING THE
                                    DEFINITION OF LIFE INSURANCE UNDER THE INTERNAL REVENUE CODE OF 1986 OR ANY
                                    APPLICABLE SUCCESSOR PROVISION.

CHANGE IN                           THE FACE AMOUNT MAY BE CHANGED BY SENDING US A WRITTEN REQUEST.
FACE AMOUNT
                                    ANY DECREASE IN FACE AMOUNT WILL BE SUBJECT TO THE FOLLOWING CONDITIONS:

                                    1.       THE DECREASE WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR
                                             FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    2.       THE DECREASE WILL REDUCE THE FACE AMOUNT IN THE FOLLOWING ORDER;

                                             A.       THE FACE AMOUNT PROVIDED BY THE MOST RECENT INCREASE;

                                             B.       FACE AMOUNTS PROVIDED BY THE NEXT MOST RECENT INCREASES,
                                                      SUCCESSIVELY; AND

                                             C.       THE FACE AMOUNT WHEN THE POLICY WAS ISSUED.

                                    3.       THE FACE AMOUNT REMAINING IN FORCE AFTER ANY REQUESTED DECREASE MAY NOT BE
                                             LESS THAN THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    4.       ANY DECREASE MUST BE AT LEAST THE MINIMUM FACE AMOUNT DECREASE AS SHOWN ON
                                             THE POLICY SPECIFICATIONS PAGE.

                                    A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT AS EXPLAINED IN THE
                                    SURRENDER CHARGE PROVISION.

                                    AFTER THE FIRST POLICY ANNIVERSARY, YOU CAN INCREASE THE FACE AMOUNT SUBJECT TO THE
                                    FOLLOWING CONDITIONS:

                                    1.       PROOF THAT THE INSURED IS INSURABLE BY OUR STANDARDS ON THE DATE OF THE
                                             REQUESTED INCREASE MUST BE SUBMITTED.

                                    2.       THE INCREASE, IF APPROVED BY US, WILL BECOME EFFECTIVE ON THE MONTHLY
                                             ANNIVERSARY ON OR FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    3.       ANY INCREASE MUST BE AT LEAST THE MINIMUM FACE AMOUNT INCREASE AS SHOWN
                                             ON THE POLICY SPECIFICATIONS PAGE.

                                    4.       THE INSURED MUST HAVE AN ATTAINED AGE NOT GREATER THAN AGE 80 ON THE POLICY
                                             ANNIVERSARY THAT THE INCREASE WILL BECOME EFFECTIVE.

                                    WE WILL AMEND YOUR POLICY TO SHOW THE EFFECTIVE DATE OF THE DECREASE OR INCREASE.

CHANGE IN                           IF THE CONTRACT TYPE IN EFFECT IS OPTION A OR OPTION B, YOU MAY CHANGE THE CONTRACT
CONTRACT TYPE                       TYPE BY SENDING US A WRITTEN REQUEST. THE EFFECTIVE DATE OF THE CHANGE WILL BE THE
                                    MONTHLY ANNIVERSARY ON OR FOLLOWING THE DATE WE RECEIVE YOUR REQUEST. ON THE
                                    EFFECTIVE DATE OF THIS CHANGE THE DEATH BENEFIT PAYABLE DOES NOT CHANGE, BUT THE
                                    FACE AMOUNT MAY CHANGE.

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION B, YOU MAY CHANGE IT TO OPTION A. THE FACE
                                    AMOUNT WILL BE INCREASED TO EQUAL THE DEATH BENEFIT ON THE EFFECTIVE DATE OF
                                    CHANGE. THE CONTRACT TYPE CANNOT BE CHANGED FROM OPTION B TO OPTION C.


104008NP                            4.02
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<PAGE> 17

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION A, YOU MAY CHANGE IT TO OPTION B. PROOF
                                    THAT THE INSURED IS INSURABLE BY OUR STANDARDS ON THE DATE OF THE CHANGE MUST BE
                                    SUBMITTED. THE FACE AMOUNT WILL BE DECREASED TO EQUAL THE DEATH BENEFIT LESS THE
                                    CASH VALUE ON THE EFFECTIVE DATE OF CHANGE. THIS CHANGE MAY NOT BE MADE IF IT WOULD
                                    RESULT IN A FACE AMOUNT WHICH IS LESS THAN THE MINIMUM FACE AMOUNT SHOWN ON THE
                                    POLICY SPECIFICATIONS PAGE. A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE
                                    AMOUNT AS EXPLAINED IN THE SURRENDER CHARGE PROVISION. THE CONTRACT TYPE CANNOT BE
                                    CHANGED FROM OPTION A TO OPTION C.

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION C, THE CONTRACT TYPE CANNOT BE CHANGED.

<CAPTION>
                                    6. PREMIUMS AND GRACE PERIOD

<C>                                 <S>
PAYMENT OF PREMIUMS                 YOUR FIRST PREMIUM IS DUE AS OF THE ISSUE DATE. WHILE THE INSURED IS LIVING, PREMIUMS
                                    AFTER THE FIRST MUST BE PAID AT OUR HOME OFFICE. A PREMIUM RECEIPT WILL BE FURNISHED
                                    UPON REQUEST. IF THIS POLICY IS IN YOUR POSSESSION AND YOU HAVE NOT PAID THE FIRST
                                    PREMIUM, IT IS NOT IN FORCE. IT WILL BE CONSIDERED THAT YOU HAVE THE POLICY FOR
                                    INSPECTION ONLY.

                                    PREMIUMS MAY BE PAID IN ANY AMOUNT AND AT ANY INTERVAL SUBJECT TO THE FOLLOWING
                                    CONDITIONS:

                                    1.       AT THE END OF THE FIRST POLICY YEAR, YOUR TOTAL PREMIUM PAYMENTS FOR THIS
                                             POLICY MUST BE GREATER THAN OR EQUAL TO THE MINIMUM INITIAL ANNUAL PREMIUM
                                             AMOUNT AS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    2.       ANY SUBSEQUENT PREMIUM PAYMENT MUST BE AT LEAST $10.00.

                                    3.       TOTAL PREMIUMS PAID IN ANY POLICY YEAR FOR POLICIES ISSUED WITH THE OPTION
                                             A OR B CONTRACT TYPE MAY NOT EXCEED AN AMOUNT THAT WOULD CAUSE THE
                                             POLICY TO FAIL THE DEFINITION OF LIFE INSURANCE AS DEFINED BY SECTION
                                             7702 OF THE INTERNAL REVENUE CODE OF 1986, OR ANY APPLICABLE SUCCESSOR
                                             PROVISION THERETO. THE MAXIMUM PREMIUM LIMIT FOR THE FOLLOWING POLICY
                                             YEAR WILL BE SHOWN ON YOUR ANNUAL REPORT.

                                    ON ANY DATE THAT WE RECEIVE A PREMIUM WHICH CAUSES THE DEATH BENEFIT UNDER ANY OF
                                    THE CONTRACT TYPES TO INCREASE BY AN AMOUNT THAT EXCEEDS THAT PREMIUM RECEIVED, WE
                                    RESERVE THE RIGHT TO REFUSE THAT PREMIUM PAYMENT. WE MAY REQUIRE ADDITIONAL
                                    EVIDENCE OF INSURABILITY BEFORE WE ACCEPT THE PREMIUM.

NET PREMIUM                         THE NET PREMIUM IS:

                                    1.       THE PREMIUM PAID; MINUS

                                    2.       THE PREMIUM PAID MULTIPLIED BY THE PREMIUM TAX CHARGE AS SHOWN ON THE
                                             POLICY SPECIFICATIONS PAGE; MINUS

                                    3.       THE PREMIUM PAID MULTIPLIED BY THE FEDERAL TAX CHARGE AS SHOWN ON THE
                                             POLICY SPECIFICATIONS PAGE; MINUS

                                    4.       THE PREMIUM PAID MULTIPLIED BY THE APPLICABLE PERCENT OF PREMIUM CHARGE.

PREMIUM TAX                         A CHARGE WILL BE DEDUCTED FOR PREMIUM TAXES FROM EACH PREMIUM SUBMITTED. THE
CHARGE                              CURRENT CHARGE, AS A PERCENT OF THE PREMIUM, IS SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. WE RESERVE THE RIGHT TO CHANGE THE PREMIUM TAX CHARGE DUE TO RATE CHANGES OF
                                    THE GOVERNING JURISDICTION. WE WILL AMEND YOUR POLICY TO SHOW THE CURRENT PREMIUM
                                    TAX RATE, IF CHANGED.

FEDERAL TAX                         A CHARGE WILL BE DEDUCTED FOR FEDERAL TAXES FROM EACH PREMIUM SUBMITTED. THE
CHARGE                              CURRENT CHARGE, AS A PERCENT OF THE PREMIUM, IS SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. WE RESERVE THE RIGHT TO CHANGE THE FEDERAL TAX CHARGE TO REFLECT A CHANGE IN
                                    THE FEDERAL TAX LAW. WE WILL AMEND YOUR POLICY TO SHOW THE CURRENT FEDERAL TAX
                                    CHARGE, IF CHANGED.


104008NP                            4.03
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<PAGE> 18

PERCENT OF                          A CHARGE WILL BE DEDUCTED FROM EACH PREMIUM SUBMITTED. THE MAXIMUM PERCENT OF
PREMIUM CHARGE                      PREMIUM CHARGES ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    THE PERCENT OF PREMIUM CHARGE WILL VARY, ON A NON-DISCRIMINATORY BASIS, BASED ON
                                    THE AMOUNT OF PREMIUM PAID, BUT WILL NEVER EXCEED THE MAXIMUM PERCENT OF PREMIUM
                                    CHARGES SHOWN ON THE POLICY SPECIFICATIONS PAGE.

ALLOCATION OF                       YOU DETERMINE THE ALLOCATION OF NET PREMIUMS AMONG THE GENERAL ACCOUNT AND THE
NET PREMIUMS                        DIVISIONS OF SEPARATE ACCOUNT ELEVEN. FOR ANY CHOSEN ALLOCATION THE MINIMUM
                                    PERCENTAGE THAT MAY BE ALLOCATED IS 5% OF THE NET PREMIUM. PERCENTAGES MUST BE IN
                                    WHOLE NUMBERS. THE GENERAL ACCOUNT CASH VALUE IMMEDIATELY AFTER PAYMENT OF THE
                                    PREMIUM CANNOT EXCEED 1., BELOW, MULTIPLIED BY 2., BELOW:

                                    1.       THE GENERAL ACCOUNT CASH VALUE PLUS THE SEPARATE ACCOUNT CASH VALUE.

                                    2.       THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AS SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE.

                                    THE INITIAL ALLOCATION IS SHOWN ON THE APPLICATION, A COPY OF WHICH IS ATTACHED. WE
                                    MAY MODIFY THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AT ANY TIME.

                                    FOR ANY PREMIUM RECEIVED DURING THE "RIGHT TO EXAMINE POLICY" PERIOD, WE WILL
                                    INITIALLY ALLOCATE THE NET PREMIUM TO THE DIVISION THAT INVESTS EXCLUSIVELY IN
                                    SHARES OF OUR MONEY MARKET FUND UNLESS PROHIBITED BY STATE LAW. WHEN THIS PERIOD
                                    EXPIRES, CASH VALUE IN THAT DIVISION WILL BE TRANSFERRED TO THE GENERAL ACCOUNT AND
                                    THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ACCORDING TO THE ALLOCATION PERCENTAGES
                                    SHOWN ON THE APPLICATION, A COPY OF WHICH IS ATTACHED. FOR ANY PREMIUM RECEIVED
                                    AFTER THE "RIGHT TO EXAMINE POLICY" PERIOD, THE NET PREMIUM WILL BE ALLOCATED
                                    ACCORDING TO THE ALLOCATION PERCENTAGES SHOWN ON THE POLICY SPECIFICATIONS PAGE OR
                                    YOUR MOST RECENT ALLOCATION INSTRUCTIONS RECEIVED BY US.

YOUR RIGHT                          YOU MAY CHANGE THE ALLOCATION OF FUTURE NET PREMIUMS AMONG THE GENERAL ACCOUNT
TO CHANGE                           AND/OR THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN SUBJECT TO THE CONDITIONS OUTLINED
ALLOCATION                          IN THE ALLOCATION OF THE NET PREMIUMS PROVISION. THE CHANGE IN ALLOCATION
                                    PERCENTAGES WILL TAKE EFFECT IMMEDIATELY UPON OUR RECEIPT OF YOUR WRITTEN REQUEST.

NO-LAPSE PERIOD                     IF, ON A MONTHLY ANNIVERSARY DAY PRIOR TO THE NO LAPSE PREMIUM DATE, THE SUM OF ALL
                                    PREMIUMS PAID ON THIS POLICY, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY
                                    OUTSTANDING LOAN BALANCE, IS GREATER THAN OR EQUAL TO THE SUM OF THE NO LAPSE
                                    MONTHLY PREMIUMS FOR THE ELAPSED MONTHS SINCE THE ISSUE DATE, THIS POLICY WILL NOT
                                    LAPSE AS A RESULT OF A CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY
                                    SURRENDER CHARGE BEING INSUFFICIENT TO PAY THE MONTHLY DEDUCTION. THE NO LAPSE
                                    PREMIUM DATE AND THE NO LAPSE ANNUAL PREMIUM ARE SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. THE NO LAPSE MONTHLY PREMIUM IS ONE TWELFTH OF THE NO LAPSE ANNUAL PREMIUM.

GRACE PERIOD                        IF, ON A MONTHLY ANNIVERSARY DAY PRIOR TO THE NO LAPSE PREMIUM DATE:

                                    1.       THE CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE
                                             IS INSUFFICIENT TO COVER THE MONTHLY DEDUCTION; AND

                                    2.       THE SUM OF ALL PREMIUMS PAID ON THIS POLICY, REDUCED BY ANY PARTIAL
                                             WITHDRAWALS AND ANY OUTSTANDING LOAN BALANCE, IS LESS THAN THE SUM OF
                                             THE NO LAPSE MONTHLY PREMIUMS FOR THE ELAPSED MONTHS SINCE THE ISSUE
                                             DATE;

                                    THEN THE GRACE PERIOD OF 62 DAYS WILL BE ALLOWED FOR THE PAYMENT OF A PREMIUM
                                    SUFFICIENT TO KEEP YOUR POLICY IN FORCE. THE NO LAPSE PREMIUM DATE AND THE NO LAPSE
                                    ANNUAL PREMIUM ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    A CHANGE IN YOUR POLICY'S FACE AMOUNT, THE ADDITION OR DELETION OF A SUPPLEMENTAL
                                    RIDER TO THIS POLICY, OR A CHANGE IN THE PREMIUM CLASS OF THE INSURED BEFORE THE
                                    NO LAPSE PREMIUM DATE SHOWN ON THE POLICY SPECIFICATIONS PAGE MAY RESULT IN A
                                    CHANGE IN THE NO LAPSE MONTHLY PREMIUM. THE NO LAPSE PREMIUM DATE WILL NOT BE
                                                                                                           ---
                                    CHANGED.


104008NP                            4.04
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<PAGE> 19

                                    IF, ON A MONTHLY ANNIVERSARY DAY ON OR AFTER THE NO LAPSE PREMIUM DATE, THE CASH
                                    VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE IS INSUFFICIENT
                                    TO COVER THE NEXT MONTHLY DEDUCTION, A GRACE PERIOD OF 62 DAYS WILL BE ALLOWED FOR
                                    THE PAYMENT OF A PREMIUM SUFFICIENT TO PAY THE MONTHLY DEDUCTION. (MONTHLY
                                    DEDUCTION IS DEFINED IN THE CASH VALUES SECTION.)

                                    NOTICE OF THE AMOUNT OF PREMIUM REQUIRED TO BE PAID TO KEEP THIS POLICY IN FORCE
                                    WILL BE SENT AT THE BEGINNING OF THE GRACE PERIOD TO YOUR LAST KNOWN ADDRESS AND TO
                                    ANY ASSIGNEE ON RECORD. IF WE DO NOT RECEIVE A PREMIUM LARGE ENOUGH SO THAT THE NET
                                    PREMIUM COVERS THE MONTHLY DEDUCTION BY THE END OF THE GRACE PERIOD, YOUR POLICY
                                    WILL LAPSE AT THE END OF THAT 62 DAY PERIOD AND IT WILL THEN TERMINATE WITHOUT CASH
                                    SURRENDER VALUE. IF THE INSURED DIES DURING THE GRACE PERIOD, ANY PAST DUE MONTHLY
                                    DEDUCTIONS WILL BE DEDUCTED FROM THE DEATH BENEFIT.

REINSTATEMENT                       YOU MAY REINSTATE YOUR LAPSED POLICY WITHIN 5 YEARS AFTER THE DATE OF LAPSE. THIS
                                    MUST BE DONE PRIOR TO THE INSURED'S ATTAINED AGE 100. THE POLICY CAN NOT BE REINSTATED
                                    IF IT HAS BEEN SURRENDERED. TO REINSTATE, YOU MUST SUBMIT THE FOLLOWING ITEMS:

                                    1.       A WRITTEN REQUEST FOR REINSTATEMENT.

                                    2.       PROOF SATISFACTORY TO US THAT THE INSURED IS INSURABLE BY OUR
                                             STANDARDS.

                                    3.       A NET PREMIUM PAYMENT LARGE ENOUGH TO COVER:

                                             A.  THE MONTHLY DEDUCTIONS DUE AT THE TIME OF LAPSE; AND

                                             B.  TWO TIMES THE MONTHLY DEDUCTION DUE AT THE TIME OF REINSTATEMENT.

                                    4.       A PAYMENT TO COVER ANY LOAN INTEREST DUE AND UNPAID AT THE TIME OF LAPSE.

                                    UPON RECEIPT OF THE ABOVE PAYMENTS, WE WILL DEDUCT ANY MONTHLY DEDUCTIONS AND LOAN
                                    INTEREST DUE AND UNPAID AT THE TIME OF LAPSE. THE INSURED MUST BE ALIVE ON THE DATE
                                    WE APPROVE THE REQUEST FOR REINSTATEMENT. IF THE INSURED IS NOT ALIVE, SUCH APPROVAL
                                    IS VOID AND OF NO EFFECT.

                                    THE REINSTATED POLICY WILL BE IN FORCE FROM THE DATE WE APPROVE THE REINSTATEMENT
                                    APPLICATION. THERE WILL BE A FULL MONTHLY DEDUCTION FOR THE POLICY MONTH WHICH
                                    INCLUDES THIS DATE. ANY APPLICATION FOR REINSTATEMENT BECOMES PART OF THE CONTRACT
                                    OF REINSTATEMENT AND OF THIS POLICY.

                                    ANY LOAN MAY BE PAID OR REINSTATED. ANY LOAN REINSTATED WILL CAUSE A CASH VALUE OF
                                    AN EQUAL AMOUNT TO BE REINSTATED.

                                    ANY LOAN REPAID AT THE TIME OF REINSTATEMENT WILL CAUSE AN INCREASE IN CASH VALUE
                                    EQUAL TO THE AMOUNT OF THE REPAID LOAN.

                                    THE SURRENDER CHARGE AT THE TIME OF REINSTATEMENT WILL BE THE SURRENDER CHARGE IN
                                    EFFECT AT THE TIME OF LAPSE. IF ONLY A PORTION OF THE COVERAGE IS REINSTATED THEN
                                    ONLY THE APPLICABLE PORTION OF THE SURRENDER CHARGE WILL BE REINSTATED. IF ONLY A
                                    PORTION OF THE COVERAGE IS REINSTATED, THE CASH VALUE FOLLOWING REINSTATEMENT WILL
                                    BE INCREASED BY THE APPLICABLE PORTION OF THE SURRENDER CHARGE IMPOSED AT THE TIME
                                    OF LAPSE.

                                    FOLLOWING REINSTATEMENT, THE NO-LAPSE PERIOD PROVISION WILL AGAIN BE APPLICABLE
                                    UNTIL THE NO-LAPSE PREMIUM DATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE, IF
                                    SUFFICIENT PREMIUM IS PAID SO THAT, AS OF THE EFFECTIVE DATE OF REINSTATEMENT, THE
                                    SUM OF ALL PREMIUMS PAID, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY LOANS, IS
                                    GREATER THAN THE NO-LAPSE MONTHLY PREMIUMS MULTIPLIED BY THE NUMBER OF ELAPSED
                                    MONTHS SINCE THE ISSUE DATE.


104008NP                            4.05
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<PAGE> 20

<CAPTION>
                                    7. LOANS
<S>                                 <C>
                                    UPON WRITTEN REQUEST TO US, YOU MAY BORROW AN AMOUNT NOT IN EXCESS OF THE LOAN
                                    VALUE OF YOUR POLICY WHILE IT IS IN FORCE. THE MINIMUM AMOUNT OF YOUR NET LOAN
                                    REQUEST AT ANY ONE TIME MUST BE AT LEAST $500. YOUR POLICY WILL BE THE SOLE
                                    SECURITY FOR SUCH LOAN. WE HAVE THE RIGHT TO REQUIRE YOUR POLICY FOR ENDORSEMENT.

                                    THE LOAN VALUE IS THE CASH VALUE OF YOUR POLICY AT THE DATE OF THE LOAN REQUEST
                                    PLUS INTEREST TO THE NEXT POLICY ANNIVERSARY AT THE GENERAL ACCOUNT CASH VALUE
                                    GUARANTEED INTEREST RATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE, REDUCED BY:

                                    1.       ANY EXISTING LOANS; AND

                                    2.       LOAN INTEREST TO THE NEXT LOAN INTEREST DUE DATE; AND

                                    3.       EVERY MONTHLY DEDUCTION DUE TO THE NEXT LOAN INTEREST DUE DATE; AND

                                    4.       ANY SURRENDER CHARGES.

                                    YOU MAY ALLOCATE THE POLICY LOAN AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE POLICY LOAN
                                    WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT
                                    ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT, AND THE
                                    CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE
                                    CASH VALUE IN THE LOAN ACCOUNT, ON THE DATE OF THE POLICY LOAN.

                                    CASH VALUE EQUAL TO THE POLICY LOAN ALLOCATED TO THE GENERAL ACCOUNT AND EACH
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN WILL BE TRANSFERRED TO THE LOAN ACCOUNT,
                                    REDUCING THE CASH VALUE ACCORDINGLY. ANY CASH VALUE TRANSFERRED TO THE LOAN ACCOUNT
                                    WILL BE ALLOCATED TO THE APPROPRIATE LOAN SUBACCOUNT.

LOAN INTEREST                       THE ACCRUED LOAN INTEREST WILL BE DUE THE EARLIEST OF:
DUE DATE
                                    1.       THE NEXT POLICY ANNIVERSARY DATE.

                                    2.       THE DATE OF TERMINATION OF THE POLICY.

                                    3.       THE DATE THE LOAN IS REPAID IN FULL.

                                    4.       THE DATE THE LOAN PLUS LOAN INTEREST ACCRUED EXCEEDS THE CASH VALUE LESS
                                             ANY SURRENDER CHARGES.

                                    INTEREST WILL BE PAYABLE ANNUALLY ON EACH POLICY ANNIVERSARY. IF YOU DO NOT PAY THE
                                    INTEREST WHEN IT IS DUE ON A POLICY ANNIVERSARY, AN AMOUNT OF CASH VALUE EQUAL TO
                                    THE LOAN INTEREST WILL ALSO BE TRANSFERRED TO THE LOAN ACCOUNT. WE WILL CHARGE THE
                                    SAME RATE OF INTEREST ON THIS AMOUNT AS ON THE POLICY LOAN. THE AMOUNT TRANSFERRED
                                    WILL BE DEDUCTED FROM THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT
                                    ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT AND THE
                                    CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE
                                    CASH VALUE IN THE LOAN ACCOUNT.

FIXED LOAN                          THE FIXED LOAN INTEREST RATE IS 4.5% FOR POLICY YEARS 1 THROUGH 10, 4.25% FOR
INTEREST RATES                      POLICY YEARS 11 THROUGH 20 AND 4.15% FOR POLICY YEARS 21 AND LATER. LOAN INTEREST
                                    IS PAYABLE IN ARREARS.


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<PAGE> 21

LOAN                                ALL FUNDS RECEIVED WILL BE CREDITED TO YOUR POLICY AS A PREMIUM UNLESS CLEARLY
REPAYMENTS                          MARKED FOR LOAN REPAYMENT.

                                    YOU MAY REPAY YOUR LOAN IN WHOLE OR IN PART AT ANY TIME BEFORE THE DEATH OF THE
                                    INSURED WHILE THE POLICY IS IN FORCE. WHEN A LOAN REPAYMENT IS MADE, CASH VALUE
                                    SECURING THE DEBT IN THE LOAN ACCOUNT EQUAL TO THE LOAN REPAYMENT WILL BE REPAID
                                    TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME
                                    PROPORTION THAT THE CASH VALUE IN THE LOAN ACCOUNT BEARS TO THE CASH VALUE IN
                                    EACH LOAN SUBACCOUNT. UNPAID LOANS AND LOAN INTEREST WILL BE DEDUCTED FROM ANY
                                    SETTLEMENT OF YOUR POLICY.

                                    IF YOU FAIL TO MAKE REPAYMENTS WHEN THE TOTAL LOAN AND LOAN INTEREST DUE WOULD
                                    EXCEED THE CASH VALUE, LESS ANY SURRENDER CHARGES, YOUR POLICY WILL TERMINATE. WE
                                    WILL ALLOW YOU A GRACE PERIOD FOR SUCH PAYMENT OF LOANS AND LOAN INTEREST DUE. IN
                                    SUCH EVENT THE POLICY BECOMES VOID AT THE END OF THE GRACE PERIOD. WE WILL MAIL
                                    NOTICE TO YOUR LAST KNOWN ADDRESS, AND THAT OF ANY ASSIGNEE OF RECORD. THIS GRACE
                                    PERIOD WILL EXPIRE 62 DAYS FROM THE MONTHLY ANNIVERSARY IMMEDIATELY BEFORE THE DATE
                                    THE TOTAL LOAN AND LOAN INTEREST EXCEEDS THE CASH VALUE LESS ANY SURRENDER CHARGES;
                                    OR 31 DAYS AFTER SUCH NOTICE HAS BEEN MAILED, IF LATER.

<CAPTION>
                                    8. CASH VALUES

<C>                                 <S>
CASH VALUE                          THE CASH VALUE OF YOUR POLICY IS EQUAL TO THE TOTAL OF:

                                    -        THE CASH VALUE IN THE GENERAL ACCOUNT; PLUS

                                    -        THE CASH VALUE IN THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN; PLUS

                                    -        THE CASH VALUE IN THE LOAN ACCOUNT.

CASH VALUE                          IF THIS POLICY IS IN FORCE BEYOND THE INSURED'S ATTAINED AGE 100, THE CASH VALUE
AFTER ATTAINED                      OF YOUR POLICY WILL BE DETERMINED IN THE SAME MANNER AS DESCRIBED BELOW; EXCEPT
AGE 100                             NO DEDUCTIONS WILL BE MADE FOR MONTHLY COST OF INSURANCE CHARGES. PREMIUMS CAN NOT
                                    BE PAID AFTER THE INSURED ATTAINS AGE 100.

GENERAL ACCOUNT                     THE CASH VALUE IN THE GENERAL ACCOUNT AS OF THE INVESTMENT START DATE IS EQUAL TO:
CASH VALUE
                                    -        THE PORTION OF THE INITIAL NET PREMIUM RECEIVED AND ALLOCATED TO THE
                                             GENERAL ACCOUNT; MINUS

                                    -        THE PORTION OF THE MONTHLY DEDUCTIONS DUE FROM THE ISSUE DATE THROUGH THE
                                             INVESTMENT START DATE CHARGED TO THE GENERAL ACCOUNT.

                                    THE CASH VALUE IN THE GENERAL ACCOUNT ON ANY DAY AFTER THE INVESTMENT START DATE IS
                                    EQUAL TO:

                                    -        THE CASH VALUE ON THE PRECEDING VALUATION DATE, WITH INTEREST ON SUCH
                                             VALUE AT THE CURRENT RATE; PLUS

                                    -        ANY PORTION OF NET PREMIUM RECEIVED AND ALLOCATED TO THE GENERAL ACCOUNT
                                             ON THAT DAY; PLUS

                                    -        ANY AMOUNTS TRANSFERRED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS

                                    -        ANY LOAN REPAYMENTS ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS

                                    -        THAT PORTION OF ANY INTEREST CREDITED ON OUTSTANDING LOANS WHICH IS
                                             ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; MINUS

                                    -        ANY AMOUNT TRANSFERRED PLUS ANY TRANSFER CHARGE FROM THE GENERAL ACCOUNT
                                             TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ON THAT DAY; MINUS


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<PAGE> 22
                                    -        ANY PARTIAL WITHDRAWAL PLUS ANY WITHDRAWAL TRANSACTION CHARGE MADE FROM
                                             THE GENERAL ACCOUNT ON THAT DAY; MINUS

                                    -        ANY PORTION OF THE SURRENDER CHARGE INCURRED ON THAT DAY ATTRIBUTED TO THE
                                             GENERAL ACCOUNT; MINUS

                                    -        ANY AMOUNT TRANSFERRED FROM THE GENERAL ACCOUNT TO THE LOAN ACCOUNT ON
                                             THAT DAY; MINUS

                                    -        IF THAT DAY IS A MONTHLY ANNIVERSARY, ANY WITHDRAWAL DUE TO A PRO RATA
                                             SURRENDER PLUS ANY WITHDRAWAL TRANSACTION CHARGE MADE FROM THE GENERAL
                                             ACCOUNT ON THAT DAY; MINUS

                                    -        IF THAT DAY IS A MONTHLY ANNIVERSARY, THE PORTION OF THE MONTHLY DEDUCTION
                                             CHARGED TO THE GENERAL ACCOUNT, TO COVER THE POLICY MONTH WHICH STARTS ON
                                             THAT DAY.

GENERAL ACCOUNT                     THE INTEREST CREDITED TO THE GENERAL ACCOUNT CASH VALUE FOR A SPECIFIC DAY WILL BE
INTEREST RATE                       AT AN EFFECTIVE ANNUAL RATE NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED
                                    INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

SEPARATE ACCOUNT                    THE CASH VALUE IN EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ON THE INVESTMENT START
CASH VALUE                          DATE IS EQUAL TO:

                                    -        THE PORTION OF THE INITIAL NET PREMIUM RECEIVED AND ALLOCATED TO THE
                                             DIVISION; MINUS

                                    -        THE PORTION OF THE MONTHLY DEDUCTIONS DUE FROM THE ISSUE DATE THROUGH THE
                                             INVESTMENT START DATE CHARGED TO THE DIVISION.

                                    THE CASH VALUE IN EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ON SUBSEQUENT VALUATION
                                    DATES IS EQUAL TO:

                                    -        THE CASH VALUE IN THE DIVISION ON THE PRECEDING VALUATION DATE MULTIPLIED
                                             BY THAT DIVISION'S NET INVESTMENT FACTOR FOR THE CURRENT VALUATION PERIOD;
                                             PLUS

                                    -        ANY PORTION OF NET PREMIUM RECEIVED AND ALLOCATED TO THE DIVISION DURING
                                             THE CURRENT VALUATION PERIOD; PLUS

                                    -        ANY AMOUNTS TRANSFERRED TO THE DIVISION FROM THE GENERAL ACCOUNT OR FROM
                                             ANOTHER DIVISION DURING THE CURRENT VALUATION PERIOD; PLUS

                                    -        ANY LOAN REPAYMENTS ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION
                                             PERIOD; PLUS

                                    -        THAT PORTION OF ANY INTEREST CREDITED ON OUTSTANDING LOANS WHICH IS
                                             ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY AMOUNTS TRANSFERRED PLUS ANY TRANSFER CHARGE FROM THE DIVISION DURING
                                             THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY PARTIAL WITHDRAWAL PLUS ANY WITHDRAWAL TRANSACTION CHARGE FROM THE
                                             DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY PORTION OF THE SURRENDER CHARGE INCURRED DURING THE CURRENT VALUATION
                                             PERIOD ATTRIBUTED TO THE DIVISION; MINUS

                                    -        ANY AMOUNT TRANSFERRED FROM THE DIVISION TO THE LOAN ACCOUNT DURING THAT
                                             VALUATION PERIOD; MINUS

                                    -        IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, ANY
                                             WITHDRAWAL DUE TO A PRO RATA SURRENDER PLUS ANY WITHDRAWAL TRANSACTION
                                             CHARGE FROM THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, THE
                                             PORTION OF THE MONTHLY DEDUCTION CHARGED TO THE DIVISION DURING THE
                                             CURRENT VALUATION PERIOD TO COVER THE POLICY MONTH WHICH STARTS DURING
                                             THAT VALUATION PERIOD.


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<PAGE> 23
NET INVESTMENT                      THE NET INVESTMENT FACTOR MEASURES THE INVESTMENT PERFORMANCE OF A DIVISION DURING
FACTOR                              A VALUATION PERIOD. THE NET INVESTMENT FACTOR FOR EACH DIVISION FOR A VALUATION
                                    PERIOD IS CALCULATED AS FOLLOWS:

                                    -        THE VALUE OF THE ASSETS AT THE END OF THE PRECEDING VALUATION PERIOD; PLUS

                                    -        THE INVESTMENT INCOME AND CAPITAL GAINS---REALIZED OR
                                             UNREALIZED---CREDITED TO THE ASSETS IN THE VALUATION PERIOD FOR WHICH
                                             THE NET INVESTMENT FACTOR IS BEING DETERMINED; MINUS

                                    -        THE CAPITAL LOSSES---REALIZED OR UNREALIZED---CHARGED AGAINST THOSE
                                             ASSETS DURING THE VALUATION PERIOD; MINUS

                                    -        ANY AMOUNT CHARGED AGAINST EACH DIVISION FOR TAXES, INCLUDING ANY TAX OR
                                             OTHER ECONOMIC BURDEN RESULTING FROM THE APPLICATION OF TAX LAWS THAT WE
                                             DETERMINE TO BE PROPERLY ATTRIBUTABLE TO THE DIVISIONS OF THE SEPARATE
                                             ACCOUNT, OR ANY AMOUNT WE SET ASIDE DURING THE VALUATION PERIOD AS A
                                             RESERVE FOR TAXES ATTRIBUTABLE TO THE OPERATION OR MAINTENANCE OF EACH
                                             DIVISION; MINUS

                                    -        A CHARGE NOT TO EXCEED THE DAILY INVESTMENT PERCENTAGE SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE FOR EACH DAY IN THE VALUATION PERIOD. THIS
                                             CORRESPONDS TO AN ANNUAL INVESTMENT PERCENTAGE OF THE MORTALITY AND
                                             EXPENSE RISK PERCENTAGE SHOWN ON THE POLICY SPECIFICATIONS PAGE;
                                             DIVIDED BY

                                    -        THE VALUE OF THE ASSETS AT THE END OF THE PRECEDING VALUATION PERIOD.

LOAN ACCOUNT                        THE CASH VALUE IN THE LOAN ACCOUNT AS OF THE INVESTMENT START DATE IS ZERO.
CASH VALUE
                                    THE CASH VALUE IN THE LOAN ACCOUNT ON ANY DAY AFTER THE INVESTMENT START DATE IS
                                    EQUAL TO:

                                    -        THE CASH VALUE IN THE LOAN ACCOUNT ON THE PRECEDING VALUATION DATE, WITH
                                             INTEREST; PLUS

                                    -        ANY AMOUNT TRANSFERRED TO THE LOAN ACCOUNT FROM THE GENERAL ACCOUNT ON
                                             THAT DAY; PLUS

                                    -        ANY AMOUNT TRANSFERRED TO THE LOAN ACCOUNT FROM THE DIVISIONS OF SEPARATE
                                             ACCOUNT ELEVEN ON THAT DAY; MINUS

                                    -        ANY LOAN REPAYMENTS ON THAT DAY; PLUS

                                    -        IF THAT DAY IS A POLICY ANNIVERSARY, AN AMOUNT DUE TO COVER THE LOAN
                                             INTEREST, IF NOT PAID BY YOU.

                                    CASH VALUE HELD IN THE LOAN ACCOUNT FOR LOAN COLLATERAL WILL EARN INTEREST DAILY AT
                                    AN ANNUAL RATE OF NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST
                                    RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE. INTEREST CREDITED ON THE CASH VALUE
                                    HELD IN THE LOAN ACCOUNT WILL BE ALLOCATED AT LEAST ONCE A YEAR TO THE GENERAL
                                    ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT
                                    THE CASH VALUE IN EACH LOAN SUBACCOUNT BEARS TO THE CASH VALUE IN THE LOAN ACCOUNT.

MONTHLY COST                        THE MONTHLY COST OF INSURANCE FOR THE FOLLOWING MONTH IS DEDUCTED ON THE MONTHLY
OF INSURANCE                        ANNIVERSARY DATE. THE MONTHLY COST OF INSURANCE IS 1, BELOW, MULTIPLIED BY THE
                                    DIFFERENCE BETWEEN 2 AND 3 BELOW:

                                    1.       THE MONTHLY COST OF INSURANCE RATE DIVIDED BY 1,000.

                                    2.       AN AMOUNT AS FOLLOWS:

                                    OPTION A CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 APPLICABLE PERCENTAGE OF THE CASH VALUE AS DESCRIBED IN SECTION
                                                 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 AND MODIFIED FOR AGES
                                                 95 AND ABOVE.

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<PAGE> 24
                                    OPTION B CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE PLUS THE CASH VALUE AT THE BEGINNING
                                                 OF THE POLICY MONTH; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 APPLICABLE PERCENTAGE OF THE CASH VALUE AS DESCRIBED IN SECTION
                                                 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 AND MODIFIED FOR AGES
                                                 95 AND ABOVE.

                                    OPTION C CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 INSURED'S ATTAINED AGE FACTOR AS SHOWN ON THE POLICY'S DEATH BENEFIT
                                                 OPTION C ATTAINED AGE FACTORS PAGE.

                                    3.       THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH, BEFORE THE DEDUCTION
                                             OF THE MONTHLY COST OF INSURANCE.

                                    IF THE CONTRACT TYPE IS OPTION A OR OPTION C AND IF THERE HAS BEEN AN INCREASE IN THE
                                    FACE AMOUNT, THEN THE CASH VALUE WILL FIRST BE CONSIDERED A PART OF THE FACE AMOUNT
                                    WHEN THE POLICY WAS ISSUED. IF THE CASH VALUE IS GREATER THAN THE INITIAL FACE AMOUNT,
                                    THE EXCESS CASH VALUE WILL THEN BE CONSIDERED A PART OF EACH INCREASE IN ORDER,
                                    STARTING WITH THE FIRST INCREASE.

MONTHLY COST                        AT THE BEGINNING OF EACH POLICY YEAR, THE MONTHLY COST OF INSURANCE RATE IS
OF INSURANCE                        DETERMINED FOR THE INITIAL FACE AMOUNT AND EACH INCREASE IN FACE AMOUNT. THE
RATES                               MONTHLY COST OF INSURANCE RATE IS BASED ON THE ATTAINED AGE, RISK CLASSIFICATION,
                                    SEX AND COMPLETED POLICY YEARS FROM THE EFFECTIVE DATE OF THE INITIAL FACE AMOUNT
                                    AND EACH INCREASE IN FACE AMOUNT. FOR THE INITIAL FACE AMOUNT, WE WILL USE THE
                                    RISK CLASSIFICATION AS OF THE ISSUE DATE. FOR EACH INCREASE, WE WILL USE THE RISK
                                    CLASSIFICATION APPLICABLE TO THE INCREASE. IF THE DEATH BENEFIT EQUALS A PERCENTAGE
                                    OF THE CASH VALUE, ANY INCREASE IN CASH VALUE WILL CAUSE AN AUTOMATIC INCREASE IN
                                    THE DEATH BENEFIT. THE RISK CLASSIFICATION FOR SUCH INCREASE WILL BE THE SAME AS
                                    THAT USED FOR THE MOST RECENT INCREASE, EXCLUDING ANY RIDERS, THAT REQUIRED PROOF
                                    THAT THE INSURED WAS INSURABLE BY OUR STANDARDS.

                                    THE MONTHLY COST OF INSURANCE RATES WILL NEVER EXCEED THE RATES SHOWN ON THE TABLE
                                    OF GUARANTEED MONTHLY COST OF INSURANCE RATES PAGE. ANY CHANGE IN THE COST OF
                                    INSURANCE RATES WILL APPLY TO ALL PERSONS OF THE SAME AGE, SEX, AND CLASSIFICATION
                                    WHOSE INITIAL FACE AMOUNTS OR INCREASES IN FACE AMOUNT HAVE BEEN IN FORCE FOR THE
                                    SAME LENGTH OF TIME.

SELECTION AND                       THE SELECTION AND ISSUE EXPENSE CHARGE FOR THE INITIAL FACE AMOUNT OR FOR ANY INCREASE
ISSUE EXPENSE                       IN FACE AMOUNT IS A MONTHLY CHARGE FOR THE FIRST 10 POLICY YEARS OR FOR THE FIRST 10
CHARGE                              POLICY YEARS FOLLOWING ANY INCREASE IN FACE AMOUNT. THIS CHARGE EQUALS THE APPLICABLE
                                    FACE AMOUNT TIMES A SELECTION AND ISSUE EXPENSE CHARGE RATE, DIVIDED BY 1,000. THE
                                    SELECTION AND ISSUE EXPENSE CHARGE IS BASED ON THE INSURED'S ISSUE AGE, SEX AND RISK
                                    CLASSIFICATION ON THE EFFECTIVE DATE OF THE INITIAL FACE AMOUNT OR ANY INCREASE IN
                                    FACE AMOUNT. THE SELECTION AND ISSUE EXPENSE CHARGE RATE FOR THE INITIAL FACE AMOUNT
                                    OF THE POLICY WILL NEVER EXCEED THE MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE
                                    SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THE INITIAL FACE AMOUNT. A SELECTION
                                    AND ISSUE EXPENSE CHARGE WILL ALSO BE APPLIED TO ANY INCREASE IN FACE AMOUNT. THIS
                                    CHARGE WILL NEVER EXCEED THE MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE SHOWN
                                    ON THE POLICY SPECIFICATIONS PAGE FOR THAT INCREASE.

MONTHLY POLICY                      A POLICY CHARGE WILL BE DEDUCTED EACH POLICY MONTH FROM THE CASH VALUE. THE AMOUNT
CHARGE                              OF THE MONTHLY POLICY CHARGE WILL NEVER EXCEED THE AMOUNT SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.


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<PAGE> 25
MONTHLY                             THE MONTHLY DEDUCTION IS:
DEDUCTION
                                    1.       THE MONTHLY COST OF INSURANCE; PLUS

                                    2.       THE SELECTION AND ISSUE EXPENSE CHARGE MULTIPLIED BY THE FACE AMOUNT
                                             DIVIDED BY 1,000; PLUS

                                    3.       THE MONTHLY POLICY CHARGE; PLUS

                                    4.       THE MONTHLY COST, IF ANY, FOR ANY RIDER INCLUDED WITH THIS POLICY.

                                    THE MONTHLY DEDUCTION FOR A POLICY MONTH WILL BE ALLOCATED AMONG THE GENERAL
                                    ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT
                                    THE CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO
                                    THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN LOAN ACCOUNT ON THE
                                    MONTHLY ANNIVERSARY.

CASH SURRENDER                      THE CASH SURRENDER VALUE OF THIS POLICY IS:
VALUE
                                    1.       THE CASH VALUE AT THE TIME OF SURRENDER; MINUS

                                    2.       ANY LOAN AND LOAN INTEREST ACCRUED; MINUS

                                    3.       ANY UNPAID SELECTION AND ISSUE EXPENSE CHARGE DUE FOR THE REMAINDER OF THE
                                             FIRST POLICY YEAR FOR THE INITIAL FACE AMOUNT AND ANY INCREASE IN FACE
                                             AMOUNT; MINUS

                                    4.       ANY UNPAID MONTHLY POLICY CHARGE DUE FOR THE REMAINDER OF THE FIRST POLICY
                                             YEAR; MINUS

                                    5.       ANY SURRENDER CHARGE.

SURRENDER                           YOU MAY SURRENDER YOUR POLICY FOR ITS CASH SURRENDER VALUE AT ANY TIME DURING THE
                                    LIFETIME OF THE INSURED. WE WILL DETERMINE THE CASH SURRENDER VALUE AS OF THE
                                    DATE WE RECEIVE YOUR WRITTEN REQUEST AT OUR HOME OFFICE. THE CASH SURRENDER VALUE
                                    WILL NOT BE REDUCED BY ANY MONTHLY DEDUCTION DUE ON THAT DATE FOR A SUBSEQUENT
                                    POLICY MONTH.

PARTIAL                             AFTER THE FIRST POLICY YEAR, UPON WRITTEN REQUEST TO US, YOU CAN MAKE A PARTIAL
WITHDRAWALS                         WITHDRAWAL OF CASH SUBJECT TO THE CONDITIONS LISTED BELOW. THE FIRST 12 REQUESTED
                                    PARTIAL WITHDRAWALS OR TRANSFERS PER POLICY YEAR WILL BE ALLOWED FREE OF CHARGE;
                                    THEREAFTER WE MAY IMPOSE A TRANSFER CHARGE NOT TO EXCEED THE MAXIMUM TRANSFER
                                    CHARGE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    NO PARTIAL WITHDRAWAL WILL BE PROCESSED WHICH WILL RESULT IN THE FACE AMOUNT,
                                    EXCLUDING RIDERS, BEING DECREASED BELOW THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.

                                    WE RESERVE THE RIGHT TO CHANGE THE MINIMUM AMOUNT OR THE NUMBER OF TIMES YOU MAY
                                    MAKE A PARTIAL WITHDRAWAL. WE ALSO MAY ASSESS A TRANSACTION CHARGE FOR A
                                    WITHDRAWAL.

                                    IF THE CONTRACT TYPE IS OPTION A OR OPTION C AND THE DEATH BENEFIT EQUALS THE FACE
                                    AMOUNT, THEN A PARTIAL WITHDRAWAL WILL DECREASE THE FACE AMOUNT BY AN AMOUNT EQUAL
                                    TO THE PARTIAL WITHDRAWAL PLUS THE APPLICABLE SURRENDER CHARGE. THIS SURRENDER
                                    CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE PARTIAL WITHDRAWAL WAS ALLOCATED
                                    AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF THE
                                    DEATH BENEFIT EQUALS A PERCENTAGE OF THE CASH VALUE THEN A PARTIAL WITHDRAWAL WILL
                                    DECREASE THE FACE AMOUNT BY ANY AMOUNT BY WHICH THE PARTIAL WITHDRAWAL PLUS THE
                                    APPLICABLE SURRENDER CHARGE EXCEEDS THE DIFFERENCE BETWEEN THE DEATH BENEFIT AND
                                    THE FACE AMOUNT. THE FACE AMOUNT WILL BE DECREASED IN THE FOLLOWING ORDER:

                                    1.       THE FACE AMOUNT AT ISSUE, EXCLUDING RIDERS; AND

                                    2.       ANY INCREASES IN THE SAME ORDER IN WHICH THEY WERE ISSUED.


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<PAGE> 26

GENERAL ACCOUNT                     THE MINIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL REQUEST AT ANY ONE TIME MUST BE AT
PARTIAL                             LEAST $500 OF YOUR ACCOUNT.
WITHDRAWALS
                                    -        THE MAXIMUM AMOUNT OF ALL PARTIAL WITHDRAWALS AND TRANSFERS FROM THE
                                             GENERAL ACCOUNT IN A POLICY YEAR WILL BE THE GREATER OF (1) OR (2):

                                             1.  THE CASH SURRENDER VALUE OF THE GENERAL ACCOUNT AT THE BEGINNING OF
                                                 THAT POLICY YEAR MULTIPLIED BY THE WITHDRAWAL PERCENTAGE LIMIT, AS
                                                 SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                             2.  THE PREVIOUS YEAR'S GENERAL ACCOUNT MAXIMUM WITHDRAWAL AMOUNT.

SEPARATE ACCOUNT                    -        THE MINIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL REQUEST AT ANY ONE TIME MUST
PARTIAL                                      BE THE LESSER OF $500 OF A DIVISION OR YOUR ENTIRE BALANCE IN THAT
WITHDRAWALS                                  DIVISION.

                                    -        THE MAXIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL FROM ANY ONE OF THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN A POLICY YEAR WILL BE THE CASH
                                             SURRENDER VALUE OF THAT DIVISION.

ALLOCATION                          YOU MAY ALLOCATE THE PARTIAL WITHDRAWAL PLUS ANY APPLICABLE SURRENDER CHARGE,
OF PARTIAL                          SUBJECT TO THE ABOVE CONDITIONS, AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
WITHDRAWALS                         SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE PARTIAL
                                    WITHDRAWAL WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL
                                    ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE
                                    POLICY, MINUS THE CASH VALUE IN THE LOAN ACCOUNT ON THE DATE OF THE PARTIAL
                                    WITHDRAWAL. IF THE GENERAL ACCOUNT CONDITIONS WILL NOT ALLOW THIS PROPORTIONATE
                                    ALLOCATION, WE WILL REQUEST THAT YOU SPECIFY AN ACCEPTABLE ALLOCATION.

PRO RATA                            AFTER THE FIRST POLICY YEAR, UPON WRITTEN REQUEST TO US, YOU CAN MAKE A PRO RATA
SURRENDER                           SURRENDER OF YOUR POLICY. THE PRO RATA SURRENDER CAN BE ANY WHOLE NUMBER PERCENTAGE
                                    OF YOUR POLICY. THE PRO RATA SURRENDER WILL REDUCE THE FACE AMOUNT AND THE CASH
                                    VALUE BY THE PERCENTAGE CHOSEN. THE FACE AMOUNT DECREASE WILL BE SUBJECT TO THE
                                    FOLLOWING CONDITIONS:

                                    1.       THE DECREASE WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR
                                             FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    2.       THE DECREASE WILL REDUCE THE FACE AMOUNT IN THE FOLLOWING ORDER:

                                             A.       THE FACE AMOUNT PROVIDED BY THE MOST RECENT INCREASE;

                                             B.       FACE AMOUNTS PROVIDED BY THE NEXT MOST RECENT INCREASES,
                                                      SUCCESSIVELY; AND

                                             C.       THE FACE AMOUNT WHEN THE POLICY WAS ISSUED.

                                    3.       YOU MAY ALLOCATE THE DECREASE IN CASH VALUE DUE TO THE PRO RATA SURRENDER
                                             PLUS ANY APPLICABLE SURRENDER CHARGE AMONG THE GENERAL ACCOUNT AND THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE
                                             ALLOCATION, THEN THE DECREASE IN CASH VALUE PLUS ANY APPLICABLE
                                             SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE
                                             CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION
                                             BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN THE
                                             LOAN ACCOUNT ON THE DATE OF THE PRO RATA SURRENDER.

                                    A PRO RATA SURRENDER CAN NOT BE PROCESSED IF IT WILL REDUCE THE FACE AMOUNT BELOW
                                    THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE. NO PRO RATA
                                    SURRENDER WILL BE PROCESSED FOR MORE CASH SURRENDER VALUE THAN IS AVAILABLE ON THE
                                    DATE OF THE PRO RATA SURRENDER. A CASH PAYMENT WILL BE MADE TO YOU FOR THE AMOUNT
                                    OF CASH VALUE REDUCTION LESS ANY APPLICABLE SURRENDER CHARGES.


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<PAGE> 27

SURRENDER CHARGE                    A SURRENDER CHARGE WILL APPLY UPON SURRENDER, UPON LAPSE, UPON A PARTIAL WITHDRAWAL
                                    THAT REDUCES THE FACE AMOUNT, OR UPON A DECREASE IN FACE AMOUNT FOR UP TO 10 YEARS
                                    FROM THE POLICY'S ISSUE DATE OR FOR UP TO 10 YEARS FOLLOWING THE EFFECTIVE DATE OF
                                    ANY INCREASE IN FACE AMOUNT.

                                    THE SURRENDER CHARGE FOR THE INITIAL FACE AMOUNT IS THE TARGET ANNUAL PREMIUM (BASE
                                    ONLY), SHOWN ON THE POLICY SPECIFICATIONS PAGE, MULTIPLIED BY THE APPLICABLE SURRENDER
                                    CHARGE PERCENTAGE, PLUS THE SURRENDER CHARGE FOR ANY INCREASE IN FACE AMOUNT. THE
                                    SURRENDER CHARGE FOR ANY INCREASE IN FACE AMOUNT IS THE TARGET ANNUAL PREMIUM (BASE
                                    ONLY) FOR THAT INCREASE, SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THAT INCREASE,
                                    MULTIPLIED BY THE APPLICABLE SURRENDER CHARGE PERCENTAGE. THE SURRENDER CHARGE
                                    PERCENTAGE WILL NEVER EXCEED THE MAXIMUM SURRENDER CHARGE PERCENTAGE SHOWN ON
                                    THE SURRENDER CHARGE SCHEDULE PAGE, FOR THE INITIAL FACE AMOUNT AND FOR ANY INCREASE.

                                    THE SURRENDER CHARGES FOR THIS POLICY WILL VARY ON A NON-DISCRIMINATORY BASIS, BASED
                                    ON THE AMOUNT OF PREMIUM PAID, BUT WILL NEVER EXCEED THE MAXIMUM SURRENDER CHARGE
                                    PERCENTAGE SHOWN ON THE SURRENDER CHARGE SCHEDULE PAGE.

                                    A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT. A DECREASE IN FACE
                                    AMOUNT MAY DECREASE SOME OR ALL OF THE INITIAL FACE AMOUNT AND INCREASES IN FACE
                                    AMOUNT AS PROVIDED IN SECTION 5. A PARTIAL WITHDRAWAL MAY CAUSE A DECREASE IN FACE
                                    AMOUNT AS PROVIDED ABOVE AND, THEREFORE, A SURRENDER CHARGE MAY BE TAKEN. IF THE
                                    FACE AMOUNT IS DECREASED BY SOME FRACTION OF ANY PREVIOUS INCREASES IN FACE AMOUNT
                                    AND/OR THE FACE AMOUNT AT ISSUE, THE SURRENDER CHARGE DEDUCTED WILL BE THE PREVIOUSLY
                                    DEFINED SURRENDER CHARGE MULTIPLIED BY THE FRACTION.

                                    THE SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS
                                    OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE
                                    GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE
                                    OF THE POLICY MINUS THE CASH VALUE IN THE LOAN ACCOUNT.

POSTPONEMENT                        WE WILL USUALLY PAY ANY AMOUNTS PAYABLE ON SURRENDER, PARTIAL WITHDRAWAL, OR POLICY
OF PAYMENTS                         LOAN ALLOCATED TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN WITHIN SEVEN DAYS AFTER
OR TRANSFERS                        WRITTEN NOTICE IS RECEIVED. WE WILL USUALLY PAY ANY DEATH BENEFIT PROCEEDS WITHIN
                                    SEVEN DAYS AFTER WE RECEIVE DUE PROOF OF CLAIM. PAYMENT OF ANY AMOUNT PAYABLE, FROM
                                    THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN, ON SURRENDER, PARTIAL WITHDRAWAL, POLICY
                                    LOAN OR DEATH MAY BE POSTPONED WHENEVER:

                                    1.       THE NEW YORK STOCK EXCHANGE IS CLOSED (OTHER THAN CUSTOMARY WEEKEND AND
                                             HOLIDAY CLOSING) OR TRADING ON THE NEW YORK STOCK EXCHANGE IS RESTRICTED
                                             AS DETERMINED BY THE SEC;

                                    2.       THE SEC, BY ORDER, PERMITS POSTPONEMENT FOR THE PROTECTION OF POLICY
                                             OWNERS; OR

                                    3.       AN EMERGENCY EXISTS AS DETERMINED BY THE SEC, AS A RESULT OF WHICH
                                             DISPOSAL OF SECURITIES IS NOT REASONABLY PRACTICABLE OR IT IS NOT
                                             REASONABLY PRACTICABLE TO DETERMINE THE VALUE OF THE NET ASSETS OF
                                             SEPARATE ACCOUNT ELEVEN.

                                    WE MAY DEFER PAYMENT OF THE PORTION OF ANY AMOUNT PAYABLE FROM THE GENERAL ACCOUNT
                                    ON SURRENDER, OR PARTIAL WITHDRAWAL FOR NOT MORE THAN SIX MONTHS. IF WE DEFER
                                    PAYMENT FOR 30 DAYS OR MORE, WE WILL PAY INTEREST AT THE RATE OF 2 1/2% PER YEAR
                                    FOR THE PERIOD OF DEFERMENT.

                                    TRANSFERS MAY ALSO BE POSTPONED UNDER THE CIRCUMSTANCES LISTED ABOVE.

                                    WE MAY DEFER PAYMENT OF THE PORTION OF ANY POLICY LOAN FROM THE GENERAL ACCOUNT FOR
                                    NOT MORE THAN SIX MONTHS. NO PAYMENT FROM THE GENERAL ACCOUNT TO PAY PREMIUMS ON
                                    THIS POLICY WILL BE DEFERRED.

CONTINUATION                        IF ALL PREMIUM PAYMENTS CEASE, THE INSURANCE PROVIDED UNDER THIS POLICY, INCLUDING
OF INSURANCE                        BENEFITS PROVIDED BY ANY RIDER ATTACHED TO THIS POLICY, WILL CONTINUE IN ACCORDANCE
                                    WITH THE PROVISIONS OF THIS POLICY FOR AS LONG AS THE CASH VALUE LESS ANY LOANS,
                                    LOAN INTEREST ACCRUED AND ANY SURRENDER CHARGE IS SUFFICIENT TO COVER THE MONTHLY
                                    DEDUCTIONS.


106006NP                            6.08
(6/98)


<PAGE> 28

BASIS OF                            THE MINIMUM CASH VALUES ARE BASED ON 1) THE MINIMUM CASH VALUE MORTALITY TABLE
COMPUTATION                         SHOWN ON THE POLICY SPECIFICATIONS PAGE; AND 2) FOR AMOUNTS ALLOCATED TO THE
                                    GENERAL ACCOUNT, COMPOUND INTEREST AT AN ANNUAL RATE OF NOT LESS THAN THE GENERAL
                                    ACCOUNT CASH VALUE GUARANTEED INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. THERE IS NO MINIMUM CASH VALUE GUARANTEED INTEREST RATE FOR AMOUNTS ALLOCATED
                                    TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN.

                                    NET SINGLE PREMIUMS ARE BASED ON 1) THE 7702 TABLE AS SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE; AND 2) THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE
                                    AS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    ALL VALUES ARE AT LEAST EQUAL TO THOSE REQUIRED BY ANY APPLICABLE LAW OF THE STATE
                                    THAT GOVERNS YOUR POLICY. WE HAVE FILED A DETAILED STATEMENT OF THE METHOD OF
                                    CALCULATING CASH VALUES AND RESERVES WITH THE INSURANCE SUPERVISORY OFFICIAL OF
                                    THAT STATE.


106006NP                            6.09
(6/98)


<PAGE> 29

<CAPTION>
                                    9. PAYMENT OF POLICY BENEFITS

<C>                                 <S>
PAYMENT                             A LUMP SUM PAYMENT WILL BE MADE AS PROVIDED ON THE FACE PAGE.

INTEREST ON                         WE WILL PAY INTEREST ON PROCEEDS FROM THE DATE OF THE INSURED'S DEATH TO THE DATE
PROCEEDS                            OF PAYMENT. INTEREST WILL BE AT AN ANNUAL RATE DETERMINED BY US, BUT NEVER LESS
                                    THAN THE GUARANTEED INTEREST RATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE.

EXTENDED                            PROVISIONS FOR SETTLEMENT OF PROCEEDS DIFFERENT FROM A LUMP SUM PAYMENT MAY ONLY BE
PROVISIONS                          MADE UPON WRITTEN AGREEMENT WITH US.

</TABLE>

00780NP                             7.01
(6/98)


<PAGE> 30


                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                               NON-PARTICIPATING






                                   General
                                   American
                            LIFE INSURANCE COMPANY
                            13045 TESSON FERRY RD.
                           ST. LOUIS, MISSOURI 63128


100016NP
(6/98)



<PAGE> 1



         General                                            POLICY NUMBER:
        American
  LIFE INSURANCE COMPANY                                    17,000,001
  13045 TESSON FERRY RD.
ST. LOUIS, MISSOURI 63128                                     INSURED:

                                                            John Doe



               PENSION FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                 PARTICIPATING

Flexible Premiums are payable during the lifetime of the Insured to Attained
Age 100. If the Insured dies while this policy is in force, we will pay the
policy proceeds to the beneficiary. We must receive proof of the Insured's
death. The policy must also be surrendered to us after death occurs. Any
payment will be subject to all of the provisions and conditions on this and
the following pages of this policy.

THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY
INCREASE OR DECREASE UNDER THE CONDITIONS DESCRIBED ON PAGES 4.01 AND 4.02.

THE POLICY'S CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE ACCOUNT
IS BASED ON THE INVESTMENT EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY
INCREASE OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE THE
SEPARATE ACCOUNT PROVISION.

THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT WILL BE CREDITED WITH INTEREST
AT A MINIMUM GUARANTEED RATE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. WE
MAY CREDIT ADDITIONAL INTEREST IN EXCESS OF THE GUARANTEED RATE. SEE THE
GENERAL ACCOUNT CASH VALUE PROVISION.

                            RIGHT TO EXAMINE POLICY

Please read this policy. You may return this policy to us or to the agent
through whom it was purchased within 20 days from the date you receive it or
within 45 days after the application is signed, whichever period ends later.
If you return it within this period, the policy will be void from the
beginning. We will refund any premium paid.

This policy is a legal contract between the policyowner and General American.
PLEASE READ YOUR CONTRACT CAREFULLY. This cover sheet provides only a brief
outline of some of the important features of your policy. This cover sheet is
not the complete insurance contract and only the actual policy provisions
will control. The policy itself sets forth, in detail, the rights and
obligations of both you and your insurance company. IT IS, THEREFORE,
IMPORTANT THAT YOU READ YOUR POLICY.

Signed for the company at its Home Office, St. Louis, Missouri 63128.
(1-800-638-9294)



    /s/ Robert J. Banstetter                     /s/ Richard A. Liddy
     V.P., GENERAL COUNSEL                        CHAIRMAN, PRESIDENT
         AND SECRETARY                                  AND CEO





100019                              0.01
(6/98)


<PAGE> 2


<TABLE>
                       ALPHABETIC GUIDE TO YOUR CONTRACT


<CAPTION>
Page
<C>   <S>
3.07  Addition, Deletion or Substitution
        of Investments
4.04  Allocation of Net Premiums
3.04  Assignments
6.09  Basis of Computation
3.02  Beneficiary
6.06  Cash Surrender Value
6.02  Cash Values
4.02  Change in Contract Type
4.02  Change in Face Amount
3.05  Change of Insured
3.04  Change of Owner or Beneficiary
3.05  Claims of Creditors
3.04  Conformity with Statutes
4.01  Death Benefit
3.01  Definitions
6.01  Dividends
6.01  Dividend Options
6.02  General Account Cash Value
6.03  General Account Interest Rate
4.04  Grace Period
3.05  Incontestability
7.01  Interest on Proceeds
3.01  Issue Date
6.05  Loan Account Cash Value

<CAPTION>
Page
<S>   <C>
6.01  Loans
3.05  Misstatement of Age and
        Corrections
6.05  Monthly Cost of Insurance
6.06  Monthly Deduction
6.06  Monthly Policy Charge
6.04  Net Investment Factor
4.03  Net Premium
3.02  Owner
6.07  Partial Withdrawals
7.01  Payment of Policy Benefits
4.03  Payment of Premiums
4.02  Policy Changes
4.01  Policy Proceeds
6.09  Postponement of Payments
        or Transfers
4.05  Reinstatement
3.04  Requests for Changes and/or
        Information
6.03  Separate Account Cash Value
3.06  Separate Account Provisions
3.04  Statements in Application
3.05  Suicide Exclusion
6.07  Surrender
3.07  Transfers
</TABLE>

Additional Benefit Riders, Modifications and Amendments, if any, and a Copy
of the Application are found following the final section.

                           NOTICE OF ANNUAL MEETING

The annual meeting for the election of directors and the transaction of other
business for General American Mutual Holding Company is held each year at its
Home Office in St. Louis, Missouri. This meeting is at 11:00 a.m. on the
fourth Thursday in April. General American Mutual Holding Company is a mutual
company owned by its members. Each member is entitled to vote at such
elections and to participate in such meetings.


100019                              0.02
(6/98)


<PAGE> 3

1.    POLICY SPECIFICATIONS

                         GENERAL POLICY SPECIFICATIONS

INSURED                                            [JOHN DOE]
POLICY NUMBER                                    [17,000,001]
ISSUE DATE                                  [JANUARY 1, 1998]
FACE AMOUNT                                         [$50,000]
CONTRACT TYPE                                      [OPTION A]
INSURED AGE                                              [35]
SEX                                                    [MALE]
RISK CLASSIFICATION                                 [STANDARD
                                                      SMOKER]

INITIAL PREMIUM PAID                                [$722.50]
PLANNED ANNUAL PREMIUM                              [$722.50]
MINIMUM INITIAL ANNUAL PREMIUM AMOUNT               [$722.50]
QUALIFIED ROLLOVER PREMIUM                            [$0.00]
TARGET PREMIUM                                      [$415.00]
TARGET PREMIUM (BASE ONLY)                          [$415.00]
NO LAPSE ANNUAL PREMIUM                             [$722.50]
NO LAPSE PREMIUM DATE                       [JANUARY 1, 2003]
PREMIUM TAX CHARGE                                       [2%]
FEDERAL TAX CHARGE                                     [1.3%]
MAXIMUM PERCENT OF PREMIUM CHARGE -
   1st YEAR:  UP TO TARGET PREMIUM                      [15%]
              ABOVE TARGET PREMIUM                       [5%]
              QUALIFIED ROLLOVER PREMIUM                 [0%]
   YEARS 2-10                                            [5%]
   YEARS 11+                                             [2%]




FORM               BENEFITS -    AS SPECIFIED IN POLICY
NUMBERS                          AND IN ANY RIDER

                  POLICY PLAN:     PENSION FLEXIBLE PREMIUM
                                   VARIABLE LIFE INSURANCE


100019
11214
11215
11216
11217
103017
104011
106009
00783




11214                               1.01


<PAGE> 4


2. POLICY SPECIFICATIONS


GENERAL ACCOUNT CASH VALUE
   GUARANTEED INTEREST RATE                                                [4%]
GENERAL ACCOUNT MAXIMUM
   ALLOCATION PERCENT                                                    [100%]
GENERAL ACCOUNT MAXIMUM
   WITHDRAWAL PERCENT LIMIT                                               [25%]
MAXIMUM MONTHLY COST OF
   INSURANCE FACTOR                                                 [1.0032737]
MAXIMUM DAILY MORTALITY AND
EXPENSE RISK PERCENTAGE:
   YEARS 1-10                                                      [0.0015027%]
   YEARS 11-20                                                     [0.0012301%]
   YEARS 21+                                                       [0.0009572%]
MAXIMUM ANNUAL MORTALITY AND EXPENSE
RISK PERCENTAGE:
   YEARS 1-10                                                           [0.55%]
   YEARS 11-20                                                          [0.45%]
   YEARS 21+                                                            [0.35%]
MAXIMUM MONTHLY POLICY CHARGE:
   1ST YEAR                                                            [$25.00]
   YEARS 2+                                                             [$6.00]
MAXIMUM SELECTION AND ISSUE
   EXPENSE CHARGE RATE:
   YEARS 1-10                                                           [$1.04]
   YEARS 11+                                                               [$0]
MINIMUM FACE AMOUNT                                                   [$50,000]
MINIMUM FACE AMOUNT INCREASE                                           [$2,000]
MINIMUM FACE AMOUNT DECREASE                                           [$2,000]
MAXIMUM FEE FOR PROJECTION OF                                          [$25.00]
   BENEFITS AND VALUES
MAXIMUM TRANSFER CHARGE                                                [$25.00]
GUARANTEED INTEREST RATE ON                                              [4.0%]
   PROCEEDS
7702 TABLE                                            [1980 CSO MORTALITY TABLE
                                                           B FOR A MALE SMOKER,
                                                          AGE NEAREST BIRTHDAY]
BASIS OF COMPUTATION OF MINIMUM                       [1980 CSO MORTALITY TABLE
   CASH VALUES                                             B FOR A MALE SMOKER,
                                                          AGE NEAREST BIRTHDAY]


IF THE INITIAL PREMIUM PAID AND SUBSEQUENT PREMIUMS PROVE TO BE TOO LOW,
COVERAGE PROVIDED BY THIS POLICY MAY CEASE.



11214                               1.02


<PAGE> 5

<TABLE>
                                                     SURRENDER CHARGE SCHEDULE


<CAPTION>
INSURED:                                    JOHN DOE                POLICY NUMBER:                      17,000,001
FACE AMOUNT:                                $100,000                COVERAGE:                                PFPVL
TARGET PREMIUM (Base Only):                  $415.00                EFFECTIVE DATE:                JANUARY 1, 1998


                             MAXIMUM                                                                    MAXIMUM
POLICY                      SURRENDER                                     POLICY                       SURRENDER
MONTH                         CHARGE                                      MONTH                          CHARGE

<S>                          <C>                                           <C>                           <C>
1-60                         45.00%                                         91                           24.17%
 61                          44.58%                                         92                           23.33%
 62                          44.17%                                         93                           22.50%
 63                          43.75%                                         94                           21.67%
 64                          43.33%                                         95                           20.83%
 65                          42.92%                                         96                           20.00%
 66                          42.50%                                         97                           19.17%
 67                          42.08%                                         98                           18.33%
 68                          41.67%                                         99                           17.50%
 69                          41.25%                                        100                           16.67%
 70                          40.83%                                        101                           15.83%
 71                          40.42%                                        102                           15.00%
 72                          40.00%                                        103                           14.17%
 73                          39.17%                                        104                           13.33%
 74                          38.33%                                        105                           12.50%
 75                          37.50%                                        106                           11.67%
 76                          36.67%                                        107                           10.83%
 77                          35.83%                                        108                           10.00%
 78                          35.00%                                        109                            9.17%
 79                          34.17%                                        110                            8.33%
 80                          33.33%                                        111                            7.50%
 81                          32.50%                                        112                            6.67%
 82                          31.67%                                        113                            5.83%
 83                          30.83%                                        114                            5.00%
 84                          30.00%                                        115                            4.17%
 85                          29.17%                                        116                            3.33%
 86                          28.33%                                        117                            2.50%
 87                          27.50%                                        118                            1.67%
 88                          26.67%                                        119                            0.83%
 89                          25.83%                                        120                            0.00%
 90                          25.00%
</TABLE>

11215


<PAGE> 6

<TABLE>
                                        TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
                                                        RATES ARE PER $1,000


<CAPTION>
COVERAGE:                                      PFPVL                INSURED:                              JOHN DOE
POLICY NUMBER:                            17,000,001                ISSUE DATE:                    JANUARY 1, 1998


ATTAINED AGE                  RATE                  ATTAINED AGE          RATE              ATTAINED AGE          RATE
<S>                           <C>                        <C>              <C>                   <C>               <C>
    35                        0.21                       57               1.38                   79                8.33
    36                        0.22                       58               1.49                   80                8.93
    37                        0.24                       59               1.61                   81                9.59
    38                        0.26                       60               1.74                   82               10.34
    39                        0.29                       61               1.89                   83               11.17
    40                        0.31                       62               2.06                   84               12.08
    41                        0.35                       63               2.26                   85               13.01
    42                        0.38                       64               2.47                   86               13.98
    43                        0.41                       65               2.70                   87               14.92
    44                        0.45                       66               2.94                   88               15.98
    45                        0.50                       67               3.19                   89               17.00
    46                        0.54                       68               3.45                   90               18.12
    47                        0.58                       69               3.71                   91               19.30
    48                        0.63                       70               4.01                   92               20.57
    49                        0.69                       71               4.34                   93               22.12
    50                        0.75                       72               4.71                   94               24.11
    51                        0.81                       73               5.14                   95               27.07
    52                        0.89                       74               5.62                   96               31.75
    53                        0.97                       75               6.14                   97               39.81
    54                        1.06                       76               6.68                   98               54.78
    55                        1.16                       77               7.22                   99               83.33
    56                        1.27                       78               7.76                  100+               0.00
</TABLE>


THESE RATES ARE FOR THE BASE POLICY AT ISSUE. THEY ARE BASED ON THE 1980
COMMISSIONERS STANDARD ORDINARY MORTALITY TABLE B.



11216


<PAGE> 7

<TABLE>
                                            DEATH BENEFIT OPTION C ATTAINED AGE FACTORS


<CAPTION>
COVERAGE:                                      PFPVL                INSURED:                              JOHN DOE
POLICY NUMBER:                            17,000,001                ISSUE DATE:                    JANUARY 1, 1998


ATTAINED                                              ATTAINED                               ATTAINED
  AGE                          RATE                     AGE                RATE                AGE                  RATE
<S>                           <C>                        <C>              <C>                   <C>               <C>
    35                        3.67420                    57               1.93238                79               1.28216
    36                        3.55599                    58               1.88611                80               1.26673
    37                        3.44206                    59               1.84176                81               1.25191
    38                        3.33253                    60               1.79915                82               1.23774
    39                        3.22731                    61               1.75825                83               1.22426
    40                        3.12638                    62               1.71910                84               1.21157
    41                        3.02959                    63               1.68175                85               1.19969
    42                        2.93702                    64               1.64626                86               1.18847
    43                        2.84831                    65               1.61261                87               1.17781
    44                        2.76338                    66               1.58074                88               1.16743
    45                        2.68194                    67               1.55043                89               1.15737
    46                        2.60401                    68               1.52156                90               1.14729
    47                        2.52921                    69               1.49387                91               1.13708
    48                        2.45744                    70               1.46730                92               1.12647
    49                        2.38854                    71               1.44180                93               1.11517
    50                        2.32242                    72               1.41745                94               1.10299
    51                        2.25895                    73               1.39434                95               1.08974
    52                        2.19812                    74               1.37255                96               1.07546
    53                        2.13992                    75               1.35210                97               1.06025
    54                        2.08433                    76               1.33301                98               1.04418
    55                        2.03131                    77               1.31512                99               1.02648
    56                        1.98070                    78               1.29825               100+              1.01000
</TABLE>




11217


<PAGE> 8

<TABLE>

<CAPTION>
                                    1. DEFINITIONS IN THIS POLICY

<C>                                 <S>
WE, US AND OUR                      GENERAL AMERICAN LIFE INSURANCE COMPANY.

YOU AND YOUR                        THE OWNER OF THIS POLICY. THE OWNER MAY BE SOMEONE OTHER THAN THE INSURED.

                                    IN THE APPLICATION THE WORDS "YOU" AND "YOUR" REFER TO THE PROPOSED INSURED
                                    PERSON(S).

INSURED                             THE PERSON WHOSE LIFE IS INSURED UNDER THIS POLICY. SEE THE POLICY
                                    SPECIFICATIONS PAGE.

ISSUE AGE                           THE AGE OF THE INSURED AS OF HIS OR HER NEAREST BIRTHDAY TO THE ISSUE DATE.

ATTAINED AGE                        THE ISSUE AGE PLUS THE NUMBER OF COMPLETED POLICY YEARS. THIS INCLUDES ANY PERIOD DURING
                                    WHICH THIS POLICY WAS LAPSED.

ISSUE DATE                          THE EFFECTIVE DATE OF THE COVERAGE UNDER THIS POLICY WHICH IS THE ISSUE DATE SHOWN
                                    ON THE POLICY SPECIFICATIONS PAGE. IT IS ALSO THE DATE FROM WHICH POLICY
                                    ANNIVERSARIES, POLICY YEARS, AND POLICY MONTHS ARE MEASURED.

INVESTMENT                          THE DATE THE FIRST PREMIUM IS APPLIED TO THE GENERAL ACCOUNT AND/OR THE DIVISIONS
START DATE                          OF SEPARATE ACCOUNT ELEVEN. THIS DATE WILL BE THE LATER OF:

                                    -        THE ISSUE DATE OF THE POLICY; OR

                                    -        THE DATE WE RECEIVE THE FIRST PREMIUM AT OUR HOME OFFICE.

MONTHLY                             THE SAME DATE IN EACH SUCCEEDING MONTH AS THE ISSUE DATE EXCEPT THAT WHENEVER THE
ANNIVERSARY                         MONTHLY ANNIVERSARY FALLS ON A DATE OTHER THAN A VALUATION DATE, THE MONTHLY
                                    ANNIVERSARY WILL BE DEEMED THE NEXT VALUATION DATE. IF ANY MONTHLY ANNIVERSARY
                                    WOULD BE THE 29TH, 30TH, OR 31ST DAY OF A MONTH THAT DOES NOT HAVE THAT NUMBER OF
                                    DAYS, THEN THE MONTHLY ANNIVERSARY WILL BE THE LAST DAY OF THAT MONTH.

GENERAL ACCOUNT                     THE ASSETS HELD BY US, EXCLUDING ANY LOANS, OTHER THAN THOSE ALLOCATED TO THE
                                    DIVISIONS OF SEPARATE ACCOUNT ELEVEN OR ANY OTHER SEPARATE ACCOUNT.

SEPARATE ACCOUNT                    SEPARATE ACCOUNT ELEVEN, A SEPARATE INVESTMENT ACCOUNT CREATED BY US TO RECEIVE AND
                                    INVEST NET PREMIUMS RECEIVED FOR THIS POLICY OR OTHER POLICIES.

LOAN ACCOUNT                        THE ACCOUNT TO WHICH WE WILL TRANSFER FROM THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN THE AMOUNT OF ANY POLICY LOAN.

LOAN SUBACCOUNT                     A LOAN SUBACCOUNT EXISTS FOR THE GENERAL ACCOUNT AND EACH DIVISION OF SEPARATE
                                    ACCOUNT ELEVEN. ANY CASH VALUE TRANSFERRED TO THE LOAN ACCOUNT WILL BE ALLOCATED TO
                                    THE APPROPRIATE LOAN SUBACCOUNT TO REFLECT THE ORIGIN OF THE CASH VALUE. AT ANY
                                    POINT IN TIME, THE LOAN ACCOUNT WILL EQUAL THE SUM OF ALL THE LOAN SUBACCOUNTS.

VALUATION DATE                      EACH DAY THAT THE NEW YORK STOCK EXCHANGE IS OPEN FOR TRADING, WE ARE OPEN FOR
                                    BUSINESS AND THE SEC HAS NOT RESTRICTED TRADING OR DECLARED AN EMERGENCY.

SEC                                 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.


103017                              3.01
(6/98)


<PAGE> 9

<CAPTION>
                                    2. PERSONS WITH AN INTEREST IN THE POLICY

<C>                                 <S>
OWNER                               THE OWNER OF THIS POLICY IS AS SHOWN IN THE APPLICATION OR IN ANY SUPPLEMENTAL
                                    AGREEMENT ATTACHED TO THIS POLICY, UNLESS LATER CHANGED AS PROVIDED IN THIS POLICY.
                                    IF THERE IS MORE THAN ONE OWNER AT A GIVEN TIME, ALL MUST EXERCISE THE RIGHTS OF
                                    OWNERSHIP BY JOINT ACTION. OWNERSHIP MAY BE CHANGED IN ACCORDANCE WITH THE CHANGE
                                    OF OWNER OR BENEFICIARY PROVISION.

                                    YOU, AS OWNER, ARE ENTITLED TO EXERCISE ALL OWNERSHIP RIGHTS PROVIDED BY THIS
                                    POLICY, WHILE IT IS IN FORCE. ANY PERSON WHOSE RIGHTS OF OWNERSHIP DEPEND UPON SOME
                                    FUTURE EVENT WILL NOT POSSESS ANY PRESENT RIGHTS OF OWNERSHIP. IF THE OWNER IS A
                                    TRUSTEE(S), WE MAY ACT IN RELIANCE UPON THE WRITTEN REQUEST OF ANY TRUSTEE AND WE
                                    ARE NOT RESPONSIBLE FOR PROPER ADMINISTRATION OF THE TRUST. UNLESS OTHERWISE
                                    PROVIDED, THE FINAL OWNER WILL BE THE ESTATE OF THE LAST OWNER TO DIE.

BENEFICIARY                         THE BENEFICIARY TO RECEIVE THE PROCEEDS IN THE EVENT OF THE INSURED'S DEATH IS
                                    AS SHOWN IN THE APPLICATION OR IN ANY SUPPLEMENTAL AGREEMENT ATTACHED TO THIS
                                    POLICY, UNLESS LATER CHANGED AS PROVIDED IN THE POLICY. YOU MAY CHANGE THE
                                    BENEFICIARY IN ACCORDANCE WITH THE CHANGE OF OWNER OR BENEFICIARY PROVISION. UNLESS
                                    OTHERWISE STATED, THE BENEFICIARY HAS NO RIGHTS IN THIS POLICY BEFORE THE DEATH OF
                                    THE INSURED. IF THERE IS MORE THAN ONE BENEFICIARY AT THE DEATH OF THE INSURED, EACH
                                    WILL RECEIVE EQUAL PAYMENTS UNLESS OTHERWISE PROVIDED. UNLESS YOU PROVIDE OTHERWISE,
                                    IF A BENEFICIARY DIES PRIOR TO THE INSURED'S DEATH, THAT BENEFICIARY'S SHARE WILL BE
                                    PAID TO THE LIVING BENEFICIARIES OF THAT CLASS. THE DECEASED BENEFICIARY'S SHARE
                                    WILL BE PAID IN THE SAME PROPORTION AS THE LIVING BENEFICIARIES' SHARES. IF THERE
                                    ARE NO BENEFICIARIES LIVING WHEN THE INSURED DIES, OR AT THE END OF ANY COMMON
                                    DISASTER PERIOD, THE PROCEEDS (COMMUTED IF REQUIRED) WILL BE PAYABLE TO YOU, IF YOU
                                    ARE LIVING, OR TO YOUR ESTATE.

                                    ANY PAYMENT WE MAKE WILL TERMINATE OUR LIABILITY WITH RESPECT TO SUCH PAYMENT. IF
                                    THE INSURED DESIGNATES SPECIFIC AMOUNTS TO BE PAID TO SPECIFIC BENEFICIARIES AND
                                    THE TOTAL OF THOSE AMOUNTS IS OTHER THAN THE AMOUNT OF PROCEEDS PAYABLE, THE
                                    PROCEEDS PAYABLE WILL BE ADJUSTED AND PAID IN THE SAME PROPORTION AS THE SPECIFIC
                                    AMOUNTS WERE TO BE PAID.

                                    ANY TERM USED IN THE MASCULINE, FEMININE, SINGULAR OR PLURAL, WILL INCLUDE OR BE
                                    THE OPPOSITE GENDER OR NUMBER WHERE NECESSARY.

                                    IF ANY BENEFICIARY DESIGNATION IN THE APPLICATION INCLUDES ANY OF THE FOLLOWING
                                    PROVISIONS, THE TERMS OF THAT PROVISION SHOWN BELOW WILL APPLY:

                                    1.       PER STIRPES. THE SHARE OF A DECEASED BENEFICIARY WILL BE PAID TO THAT
                                             BENEFICIARY'S SURVIVING CHILDREN, EQUALLY.

                                    2.       COMMON DISASTER. WE WILL NOT MAKE PAYMENT UNTIL THE STATED NUMBER OF DAYS
                                             AFTER THE INSURED'S DEATH. IF ANY BENEFICIARY DIES DURING THIS PERIOD,
                                             OR IF THE ORDER OF DEATH OF ANY BENEFICIARY AND THE INSURED CANNOT BE
                                             DETERMINED, WE WILL PAY AS THOUGH SUCH BENEFICIARY DIED FIRST.


                                    3.       TRUST FOR MINOR BENEFICIARY. THE ORIGINAL OR SUCCESSOR TRUSTEE FOR A MINOR
                                             BENEFICIARY WILL SERVE WITHOUT BOND AND EXERCISE ALL RIGHTS AND RECEIVE
                                             ALL PROCEEDS FOR THE MINOR BENEFICIARY. SUCH PROCEEDS WILL BE HELD IN A
                                             SEPARATE TRUST AND USED AT THE TRUSTEE'S DISCRETION FOR SUCH MINOR'S
                                             EDUCATION, SUPPORT, CARE AND GENERAL WELFARE. THE TRUST WILL TERMINATE
                                             AT THE LEGAL AGE OF MAJORITY OR PRIOR DEATH OF THE MINOR BENEFICIARY.
                                             ANY FUNDS THEN HELD BY THE TRUSTEE WILL BE PAID IN ONE SUM TO SUCH
                                             BENEFICIARY OR THE BENEFICIARY'S ESTATE. THE TRUST CAN BE REVOKED BY A
                                             CHANGE OF BENEFICIARY UNDER THE POLICY. PAYMENT TO ANY TRUSTEE WILL
                                             DISCHARGE US TO THE EXTENT OF SUCH PAYMENT.


103017                              3.02
(6/98)


<PAGE> 10

                                    4.       TRUST UNDER WILL. WHEN WE RECEIVE AT OUR HOME OFFICE:

                                             A)  CERTIFIED COPIES OF THE LAST WILL AND TESTAMENT OF THE NAMED TESTATOR;
                                                 AND

                                             B)  THE ORDER ADMITTING THE WILL TO PROBATE; AND IF SUCH WILL CREATED A
                                                 TRUST CAPABLE OF RECEIVING PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO THE TRUSTEE.

                                             IF, BEFORE WE RECEIVE THESE DOCUMENTS, SATISFACTORY PROOF IS FURNISHED
                                             THAT:

                                             A)  THE TESTATOR DIED INTESTATE; OR

                                             B)  THE WILL CREATED NO TRUST CAPABLE OF RECEIVING PROCEEDS; OR

                                             C)  THE TESTATOR WAS NOT THE INSURED, BUT SURVIVED THE INSURED;

                                             THEN WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED.

                                             IF WE PAY UNDER ANY OF THESE CONDITIONS, WE WILL BE DISCHARGED TO THE
                                             EXTENT OF SUCH PAYMENT. WE ARE NOT REQUIRED TO CHECK INTO THE VALIDITY,
                                             GENERAL TERMS OR PROPER ADMINISTRATION OF THE TRUST. SUCH TRUSTEE
                                             DESIGNATION WILL NOT AFFECT YOUR RIGHTS UNDER THE POLICY, INCLUDING THE
                                             RIGHT TO CHANGE THE BENEFICIARY.

                                    5.       TRUST UNDER SEPARATE WRITTEN AGREEMENT. WHEN WE RECEIVE AT OUR HOME OFFICE
                                             A WRITTEN STATEMENT FROM THE TRUSTEE NAMED IN THE BENEFICIARY DESIGNATION
                                             THAT:

                                             A)  THE TRUST AGREEMENT IS IN FORCE; AND

                                             B)  THE AGREEMENT PERMITS THE TRUSTEE TO RECEIVE THE PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO THE TRUSTEE.

                                             IF, BEFORE WE RECEIVE THE TRUSTEE'S STATEMENT, SATISFACTORY PROOF IS
                                             FURNISHED THAT:

                                             A)  THE TRUST AGREEMENT IS NOT IN EFFECT; OR

                                             B)  THE AGREEMENT DOES NOT PERMIT THE TRUSTEE TO RECEIVE THE PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED.

                                             IF WE PAY UNDER ANY OF THESE CONDITIONS, WE WILL BE DISCHARGED TO THE
                                             EXTENT OF SUCH PAYMENT. WE ARE ENTITLED TO RELY ON ANY STATEMENTS OR
                                             DOCUMENTS FURNISHED TO US BY THE TRUSTEE AND ARE NOT REQUIRED TO CHECK
                                             INTO THE VALIDITY, GENERAL TERMS OR PROPER ADMINISTRATION OF THE TRUST
                                             AGREEMENT. SUCH TRUSTEE DESIGNATION WILL NOT AFFECT YOUR RIGHTS UNDER
                                             THE POLICY, INCLUDING THE RIGHT TO CHANGE THE BENEFICIARY.

                                    6.       IRREVOCABLE BENEFICIARY. YOU CANNOT CHANGE AN IRREVOCABLE BENEFICIARY
                                             WITHOUT THE WRITTEN CONSENT OF SUCH BENEFICIARY. ALSO, YOU CANNOT
                                             EXERCISE ANY OTHER OWNERSHIP RIGHTS WITHOUT THE CONSENT OF SUCH
                                             BENEFICIARY, IF THE EXERCISE OF SUCH RIGHTS WILL HAVE THE EFFECT OF
                                             DIMINISHING THE RIGHTS AND INTEREST OF THE IRREVOCABLE BENEFICIARY.

                                    7.       CREDITOR BENEFICIARY. PROCEEDS PAYABLE TO ANY CREDITOR BENEFICIARY ARE
                                             LIMITED TO ITS PROVABLE INTEREST. THE BALANCE OF ANY PROCEEDS WILL BE
                                             PAID TO ANY OTHER NAMED BENEFICIARY. IF THERE IS NO OTHER BENEFICIARY
                                             LIVING, WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED. YOU
                                             CANNOT CHANGE A CREDITOR BENEFICIARY WITHOUT THE WRITTEN CONSENT OF THE
                                             CREDITOR OR RELEASE OF ITS INTEREST. ALSO, YOU CANNOT EXERCISE ANY OTHER
                                             OWNERSHIP RIGHTS WITHOUT THE CONSENT OF SUCH BENEFICIARY, IF THE
                                             EXERCISE OF SUCH RIGHTS WILL HAVE THE EFFECT OF DIMINISHING THE RIGHTS
                                             AND INTEREST OF THE CREDITOR BENEFICIARY.


103017                              3.03
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<PAGE> 11

CHANGE OF                           DURING THE INSURED'S LIFETIME YOU MAY CHANGE THE OWNERSHIP AND BENEFICIARY
OWNER OR                            DESIGNATIONS, SUBJECT TO ANY RESTRICTIONS AS STATED IN THE OWNER OR BENEFICIARY
BENEFICIARY                         PROVISIONS. YOU MUST MAKE THE CHANGE IN WRITTEN FORM SATISFACTORY TO US. IF
                                    ACCEPTABLE TO US THE CHANGE WILL TAKE EFFECT AS OF THE TIME YOU SIGNED THE REQUEST,
                                    WHETHER OR NOT THE INSURED IS LIVING WHEN WE RECEIVE YOUR REQUEST AT OUR HOME
                                    OFFICE. THE CHANGE WILL BE SUBJECT TO ANY ASSIGNMENT OF THIS POLICY OR OTHER LEGAL
                                    RESTRICTIONS. IT WILL ALSO BE SUBJECT TO ANY PAYMENT WE MADE OR ACTION WE TOOK
                                    BEFORE WE RECEIVED YOUR WRITTEN NOTICE OF THE CHANGE. WE HAVE THE RIGHT TO REQUIRE THE
                                    POLICY FOR ENDORSEMENT BEFORE WE ACCEPT THE CHANGE.

                                    IF YOU ARE ALSO THE BENEFICIARY OF THE POLICY AT THE TIME OF THE INSURED'S DEATH, YOU
                                    MAY DESIGNATE SOME OTHER PERSON TO RECEIVE THE PROCEEDS OF THE POLICY WITHIN 60 DAYS
                                    AFTER THE INSURED'S DEATH.

ASSIGNMENTS                         WE WILL NOT BE BOUND BY AN ASSIGNMENT OF THE POLICY OR OF ANY INTEREST IN IT
                                    UNLESS:

                                    1.       THE ASSIGNMENT IS MADE AS A WRITTEN INSTRUMENT,

                                    2.       YOU FILE THE ORIGINAL INSTRUMENT OR A CERTIFIED COPY WITH US AT OUR HOME
                                             OFFICE, AND

                                    3.       WE SEND YOU AN ACKNOWLEDGED COPY.

                                    WE ARE NOT RESPONSIBLE FOR DETERMINING THE VALIDITY OF ANY ASSIGNMENT.

                                    IF A CLAIM IS BASED ON AN ASSIGNMENT, WE MAY REQUIRE PROOF OF INTEREST OF THE
                                    CLAIMANT. A VALID ASSIGNMENT WILL TAKE PRECEDENCE OVER ANY CLAIM OF A BENEFICIARY.

                                    THIS ASSIGNMENT PROVISION WILL NOT APPLY WHEN THIS CONTRACT IS SOLD IN A TAX
                                    QUALIFIED PLAN. NO ASSIGNMENT WILL BE PERMITTED IN SUCH CASES.

REQUESTS FOR                        SUBMIT ALL REQUESTS FOR CHANGE AND/OR INFORMATION IN WRITING TO OUR HOME OFFICE -
CHANGES AND/OR                      GENERAL AMERICAN LIFE INSURANCE COMPANY, P.O. BOX 14490, ST. LOUIS, MO 63178.
INFORMATION


<CAPTION>
                                    3. GENERAL PROVISIONS

<C>                                 <S>
THE CONTRACT                        WE HAVE ISSUED THIS POLICY IN CONSIDERATION OF THE APPLICATION AND PAYMENT OF
                                    PREMIUMS. THE POLICY, THE APPLICATION FOR IT, ANY RIDERS AND ANY APPLICATION FOR
                                    AN INCREASE IN FACE AMOUNT CONSTITUTE THE ENTIRE CONTRACT AND ARE ATTACHED TO AND
                                    MADE A PART OF THE POLICY WHEN THE INSURANCE APPLIED FOR IS ACCEPTED. A COPY OF ANY
                                    APPLICATION FOR REINSTATEMENT WILL BE SENT TO YOU FOR ATTACHMENT TO THIS POLICY AND
                                    WILL BECOME PART OF THE CONTRACT OF REINSTATEMENT AND OF THIS POLICY. THE POLICY MAY
                                    BE CHANGED BY MUTUAL AGREEMENT. ANY CHANGE MUST BE IN WRITING AND APPROVED BY OUR
                                    PRESIDENT, VICE-PRESIDENT OR SECRETARY. OUR AGENTS HAVE NO AUTHORITY TO ALTER OR
                                    MODIFY ANY TERMS, CONDITIONS, OR AGREEMENTS OF THIS POLICY, OR TO WAIVE ANY OF ITS
                                    PROVISIONS.

CONFORMITY WITH                     IF ANY PROVISION IN THIS POLICY IS IN CONFLICT WITH THE LAWS OF THE STATE WHICH
STATUTES                            GOVERN THIS POLICY, THE PROVISION WILL BE DEEMED TO BE AMENDED TO CONFORM WITH SUCH
                                    LAWS. IN ADDITION, WE RESERVE THE RIGHT TO CHANGE THIS POLICY IF WE DETERMINE THAT
                                    A CHANGE IS NECESSARY TO CAUSE THIS POLICY TO COMPLY WITH, OR GIVE YOU THE BENEFIT
                                    OF, ANY FEDERAL OR STATE STATUTE, RULE, OR REGULATION, INCLUDING, BUT NOT LIMITED
                                    TO, REQUIREMENTS FOR LIFE INSURANCE CONTRACTS UNDER THE INTERNAL REVENUE CODE, OR
                                    ITS REGULATIONS OR PUBLISHED RULINGS.

STATEMENTS IN                       ALL STATEMENTS MADE BY THE INSURED OR ON HIS OR HER BEHALF, OR BY THE APPLICANT, WILL
APPLICATION                         BE DEEMED REPRESENTATIONS AND NOT WARRANTIES, EXCEPT IN THE CASE OF FRAUD. MATERIAL
                                    MISSTATEMENTS WILL NOT BE USED TO VOID THE POLICY, ANY RIDER OR ANY INCREASE IN
                                    FACE AMOUNT OR DENY A CLAIM UNLESS MADE IN THE APPLICATION FOR A POLICY, A RIDER OR
                                    AN INCREASE IN FACE AMOUNT.


103017                              3.04
(6/98)


<PAGE> 12

CLAIMS OF                           TO THE EXTENT PERMITTED BY LAW, NEITHER THE POLICY NOR ANY PAYMENT UNDER IT WILL BE
CREDITORS                           SUBJECT TO THE CLAIMS OF CREDITORS OR TO ANY LEGAL PROCESS.

RIGHT TO EXAMINE                    YOU HAVE THE RIGHT TO REQUEST US TO CANCEL AN INCREASE IN FACE AMOUNT AND RECEIVE A
INCREASE IN                         PREMIUM REFUND. THE REQUEST MUST BE IN WRITING AND MUST BE MADE NO LATER THAN:
FACE AMOUNT
                                    -        20 DAYS FROM THE DATE YOU RECEIVED THE NEW POLICY SPECIFICATIONS PAGE FOR THE
                                             INCREASE; OR

                                    -        45 DAYS AFTER THE DATE YOU SIGNED THE APPLICATION FOR THE INCREASE.

                                    IF YOU DO REQUEST US TO CANCEL THE INCREASE, THE MONTHLY DEDUCTIONS ASSOCIATED WITH
                                    THAT INCREASE WILL BE RESTORED TO THE POLICY'S CASH VALUE. THIS AMOUNT WILL BE
                                    ALLOCATED TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN
                                    THE SAME MANNER AS IT WAS DEDUCTED.

CONVERSION RIGHTS                   WHILE YOUR POLICY IS IN FORCE, YOU HAVE A ONE TIME RIGHT DURING THE FIRST TWO
                                    POLICY YEARS TO TRANSFER ALL OF YOUR CASH VALUE FROM THE DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN TO THE GENERAL ACCOUNT.

                                    IF, AT ANY TIME DURING THE FIRST TWO POLICY YEARS, YOU REQUEST IN WRITING THE
                                    TRANSFER OF THE CASH VALUE HELD IN THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN TO THE
                                    GENERAL ACCOUNT AND YOU INDICATE THAT YOU ARE MAKING THIS TRANSFER IN EXERCISE OF
                                    YOUR CONVERSION RIGHTS, THE TRANSFER WILL NOT BE SUBJECT TO A TRANSFER CHARGE OR
                                    TRANSFER LIMITS, IF ANY. AT THE TIME OF SUCH TRANSFER, THERE WILL NOT BE ANY EFFECT
                                    ON THE POLICY'S DEATH BENEFIT, FACE AMOUNT, NET AMOUNT AT RISK, RATE CLASS OR ISSUE
                                    AGE.

                                    IF YOU EXERCISE YOUR ONE TIME CONVERSION RIGHT, WE WILL AUTOMATICALLY ALLOCATE ALL
                                    FUTURE NET PREMIUMS TO THE GENERAL ACCOUNT.

MISSTATEMENT OF                     IF THERE IS A MISSTATEMENT OF AGE, THE AMOUNT OF THE DEATH BENEFIT WILL BE THAT
AGE AND                             WHICH WOULD BE PURCHASED BY THE MOST RECENT MONTHLY COST OF INSURANCE CHARGE AT THE
CORRECTIONS                         CORRECT AGE.

                                    IF WE MAKE ANY PAYMENT OR POLICY CHANGES IN GOOD FAITH, RELYING ON OUR RECORDS, OR
                                    EVIDENCE SUPPLIED TO US, OUR DUTY WILL BE FULLY DISCHARGED. WE RESERVE THE RIGHT TO
                                    CORRECT ANY ERRORS IN THE POLICY.

INCONTESTABILITY                    WE CANNOT CONTEST THIS POLICY AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF
                                    THE INSURED FOR TWO YEARS FROM ITS ISSUE DATE. WE CANNOT CONTEST AN INCREASE IN
                                    FACE AMOUNT WITH REGARD TO MATERIAL MISSTATEMENTS MADE CONCERNING SUCH INCREASE
                                    AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF THE INSURED FOR TWO YEARS FROM
                                    ITS EFFECTIVE DATE. WE CANNOT CONTEST ANY REINSTATEMENT OF THIS POLICY, WITH REGARD
                                    TO MATERIAL MISSTATEMENTS MADE CONCERNING SUCH REINSTATEMENT, AFTER IT HAS BEEN IN
                                    FORCE DURING THE LIFETIME OF THE INSURED FOR A PERIOD OF TWO YEARS FROM THE DATE WE
                                    APPROVE THE REINSTATEMENT. THIS PROVISION WILL NOT APPLY TO ANY RIDER WHICH CONTAINS
                                    ITS OWN INCONTESTABILITY CLAUSE.

SUICIDE EXCLUSION                   IF THE INSURED DIES BY SUICIDE, WHILE SANE OR INSANE, WITHIN TWO YEARS FROM THE
                                    ISSUE DATE (OR WITHIN THE MAXIMUM PERIOD PERMITTED BY LAW OF THE STATE IN WHICH
                                    THIS POLICY WAS DELIVERED, IF LESS THAN TWO YEARS), THE AMOUNT PAYABLE WILL BE
                                    LIMITED TO THE AMOUNT OF PREMIUMS PAID, LESS ANY OUTSTANDING POLICY LOANS WITH
                                    INTEREST TO THE DATE OF DEATH, AND LESS ANY PARTIAL WITHDRAWALS.

                                    IF THE INSURED, WHILE SANE OR INSANE, COMMITS SUICIDE WITHIN TWO YEARS AFTER THE
                                    EFFECTIVE DATE OF ANY INCREASE IN FACE AMOUNT, THE DEATH BENEFIT FOR THAT INCREASE
                                    WILL BE LIMITED TO THE MONTHLY DEDUCTIONS FOR THE INCREASE.

CHANGE OF                           WHILE THIS POLICY IS IN FORCE, YOU MAY CHANGE THE INSURED. TO DO THIS, YOU MUST
INSURED                             MEET THE REQUIREMENTS ESTABLISHED BY US. ANY RIDER ATTACHED TO THIS POLICY MAY BE
                                    CONTINUED ONLY WITH OUR CONSENT. WE RESERVE THE RIGHT TO CHARGE A NOMINAL FEE FOR
                                    PROCESSING A CHANGE OF INSURED.


103017                              3.05
(6/98)


<PAGE> 13

ANNUAL REPORT                       EACH YEAR A REPORT WILL BE SENT TO YOU WHICH SHOWS THE CURRENT POLICY VALUES,
                                    PREMIUMS PAID AND DEDUCTIONS MADE SINCE THE LAST REPORT, AND ANY OUTSTANDING POLICY
                                    LOANS.

PROJECTION OF                       YOU MAY MAKE A WRITTEN REQUEST TO US FOR A PROJECTION OF ILLUSTRATIVE FUTURE CASH
BENEFITS AND                        VALUES AND DEATH BENEFITS. IF REQUESTED MORE THAN ONCE PER POLICY YEAR, THIS
VALUES                              PROJECTION WILL BE FURNISHED TO YOU FOR A NOMINAL FEE. THIS FEE WILL NOT EXCEED THE
                                    MAXIMUM FEE FOR PROJECTION OF BENEFITS AND VALUES SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.

<CAPTION>
                                    4. SEPARATE ACCOUNT PROVISIONS

<C>                                 <S>
SEPARATE ACCOUNT                    THE VARIABLE BENEFITS UNDER THIS POLICY ARE PROVIDED THROUGH INVESTMENTS IN
                                    SEPARATE ACCOUNT ELEVEN. THIS ACCOUNT IS USED FOR FLEXIBLE PREMIUM VARIABLE LIFE
                                    INSURANCE POLICIES AND, IF PERMITTED BY LAW, MAY BE USED FOR OTHER POLICIES OR
                                    CONTRACTS AS WELL.

                                    WE HOLD THE ASSETS OF SEPARATE ACCOUNT ELEVEN. THESE ASSETS ARE HELD SEPARATELY
                                    FROM THE ASSETS HELD IN THE GENERAL ACCOUNT. INCOME, GAINS AND LOSSES---WHETHER OR
                                    NOT REALIZED---FROM ASSETS ALLOCATED TO SEPARATE ACCOUNT ELEVEN WILL BE CREDITED TO
                                    OR CHARGED AGAINST THE ACCOUNT WITHOUT REGARD TO OUR OTHER INCOME, GAINS OR LOSSES.

                                    THE PORTION OF THE ASSETS HELD BY SEPARATE ACCOUNT ELEVEN EQUAL TO THE RESERVES AND
                                    OTHER POLICY LIABILITIES WITH RESPECT TO SEPARATE ACCOUNT ELEVEN WILL NOT BE
                                    CHARGED WITH LIABILITIES THAT ARISE FROM ANY OTHER BUSINESS WE MAY CONDUCT. WE HAVE
                                    THE RIGHT TO TRANSFER TO OUR GENERAL ACCOUNT ANY ASSETS OF SEPARATE ACCOUNT ELEVEN
                                    WHICH ARE IN EXCESS OF THE RESERVES AND OTHER POLICY LIABILITIES OF SEPARATE
                                    ACCOUNT ELEVEN.

                                    SEPARATE ACCOUNT ELEVEN IS REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                    AS A UNIT INVESTMENT TRUST UNDER THE INVESTMENT COMPANY ACT OF 1940. SEPARATE
                                    ACCOUNT ELEVEN IS ALSO SUBJECT TO THE LAWS OF THE STATE OF MISSOURI, WHICH REGULATE
                                    THE OPERATIONS OF INSURANCE COMPANIES INCORPORATED IN MISSOURI. THE INVESTMENT
                                    POLICY OF SEPARATE ACCOUNT ELEVEN WILL NOT BE CHANGED WITHOUT THE APPROVAL OF THE
                                    INSURANCE COMMISSIONER OF THE STATE OF MISSOURI. THE APPROVAL PROCESS IS ON FILE
                                    WITH THE INSURANCE COMMISSIONER OF THE STATE IN WHICH THIS POLICY WAS DELIVERED.

DIVISIONS                           SEPARATE ACCOUNT ELEVEN HAS SEVERAL DIVISIONS. EACH DIVISION INVESTS IN A
                                    CORRESPONDING INVESTMENT PORTFOLIO FROM ONE OR MORE REGISTERED INVESTMENT
                                    COMPANIES.

                                    INCOME, GAINS AND LOSSES---WHETHER OR NOT REALIZED---FROM THE ASSETS OF EACH
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN ARE CREDITED TO OR CHARGED AGAINST THAT
                                    DIVISION WITHOUT REGARD TO INCOME, GAINS OR LOSSES IN OTHER DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN OR IN THE GENERAL ACCOUNT.

                                    WE WILL VALUE THE ASSETS OF EACH DIVISION OF SEPARATE ACCOUNT ELEVEN AT THE END OF
                                    EACH VALUATION PERIOD. A VALUATION PERIOD IS THE PERIOD BETWEEN TWO SUCCESSIVE
                                    VALUATION DATES. A VALUATION DATE IS ANY DAY THAT BENEFITS VARY AND ON WHICH THE
                                    NEW YORK STOCK EXCHANGE AND OUR HOME OFFICE ARE OPEN FOR BUSINESS OR ANY OTHER DAY
                                    THAT MAY BE REQUIRED BY ANY APPLICABLE SECURITIES AND EXCHANGE COMMISSION RULES AND
                                    REGULATIONS.


103017                              3.06
(6/98)


<PAGE> 14

TRANSFERS                           YOU MAY TRANSFER AMOUNTS AS FOLLOWS:

                                    -        BETWEEN THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN;
                                             OR

                                    -        AMONG THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN.

                                    -        THE FIRST 12 REQUESTED TRANSFERS AND/OR PARTIAL WITHDRAWALS PER POLICY
                                             YEAR WILL BE ALLOWED FREE OF CHARGE; THEREAFTER WE MAY IMPOSE A TRANSFER
                                             CHARGE NOT TO EXCEED THE MAXIMUM TRANSFER CHARGE SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE.

                                    THESE TRANSFERS WILL BE SUBJECT TO THE FOLLOWING CONDITIONS:

                                    -        WE MUST RECEIVE A REQUEST FOR TRANSFER IN A FORM ACCEPTABLE TO US.

                                    -        TRANSFERS FROM OR AMONG THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN MUST BE
                                             AT LEAST $500.00 OR THE ENTIRE AMOUNT YOU HAVE IN A DIVISION, IF SMALLER.

                                    -        TRANSFERS AND/OR PARTIAL WITHDRAWALS FROM THE GENERAL ACCOUNT TO THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN MUST BE AT LEAST $500.00. THE
                                             MAXIMUM AMOUNT OF ALL TRANSFERS AND PARTIAL WITHDRAWALS FROM THE GENERAL
                                             ACCOUNT IN ANY POLICY YEAR WILL BE THE GREATER OF (1) OR (2):

                                             1.  THE CASH SURRENDER VALUE OF THE GENERAL ACCOUNT AT THE BEGINNING OF
                                                 THAT POLICY YEAR MULTIPLIED BY THE GENERAL ACCOUNT MAXIMUM
                                                 WITHDRAWAL PERCENT LIMIT, AS SHOWN ON THE POLICY SPECIFICATIONS
                                                 PAGE.

                                             2.  THE PREVIOUS YEAR'S GENERAL ACCOUNT MAXIMUM WITHDRAWAL AMOUNT.

                                    -        THE GENERAL ACCOUNT CASH VALUE IMMEDIATELY AFTER ANY TRANSFER IN TO THE
                                             GENERAL ACCOUNT CANNOT EXCEED 1., BELOW, MULTIPLIED BY 2., BELOW:

                                             1.  THE GENERAL ACCOUNT CASH VALUE PLUS THE SEPARATE ACCOUNT CASH VALUE.

                                             2.  THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AS SHOWN ON THE POLICY
                                                 SPECIFICATIONS PAGE.

                                    WE MAY REVOKE OR MODIFY THE TRANSFER PRIVILEGE AT ANY TIME, INCLUDING THE MINIMUM
                                    AMOUNT TRANSFERABLE, THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT, AND THE
                                    TRANSFER CHARGE, IF ANY.

ADDITION, DELETION                  WE RESERVE THE RIGHT, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW, TO MAKE ADDITIONS
OR SUBSTITUTION                     TO, DELETIONS FROM, OR SUBSTITUTIONS FOR THE SHARES OF A FUND THAT ARE HELD BY
OF INVESTMENTS                      SEPARATE ACCOUNT ELEVEN OR THAT SEPARATE ACCOUNT ELEVEN MAY PURCHASE. WE RESERVE
                                    THE RIGHT TO ELIMINATE THE SHARES OF ANY OF THE FUNDS OF THIS POLICY AND TO
                                    SUBSTITUTE SHARES OF ANOTHER FUND OF A REGISTERED INVESTMENT COMPANY, IF THE SHARES
                                    OR FUNDS ARE NO LONGER AVAILABLE FOR INVESTMENT OR IF IN OUR JUDGEMENT, FURTHER
                                    INVESTMENT IN ANY FUND SHOULD BECOME INAPPROPRIATE IN VIEW OF THE PURPOSE OF THE
                                    POLICY. WE WILL NOT SUBSTITUTE ANY SHARES ATTRIBUTABLE TO THE OWNER'S INTEREST IN A
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN WITHOUT NOTICE TO THE OWNER AND COMPLIANCE WITH
                                    THE INVESTMENT COMPANY ACT OF 1940. THIS WILL NOT PREVENT SEPARATE ACCOUNT ELEVEN
                                    FROM PURCHASING OTHER SECURITIES FOR OTHER SERIES OR CLASSES OF POLICIES, OR FROM
                                    PERMITTING CONVERSION BETWEEN SERIES OR CLASSES OF POLICIES OR CONTRACTS ON THE
                                    BASIS OF REQUESTS MADE BY OWNERS.

                                    WE RESERVE THE RIGHT TO ESTABLISH ADDITIONAL DIVISIONS OF SEPARATE ACCOUNT ELEVEN
                                    WHICH WOULD INVEST IN SHARES OF REGISTERED INVESTMENT COMPANIES AND TO MAKE SUCH
                                    DIVISIONS AVAILABLE TO SUCH CLASS OR SERIES OF POLICIES AS WE DEEM APPROPRIATE. WE
                                    ALSO RESERVE THE RIGHT TO ELIMINATE OR COMBINE EXISTING DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN OR TO TRANSFER ASSETS BETWEEN DIVISIONS.

                                    IF WE CONSIDER IT TO BE IN THE BEST INTEREST OF PERSONS HAVING VOTING RIGHTS UNDER
                                    THE POLICIES, SEPARATE ACCOUNT ELEVEN MAY BE OPERATED AS A MANAGEMENT COMPANY UNDER
                                    THE INVESTMENT COMPANY ACT OF 1940; IT MAY BE DEREGISTERED UNDER THAT ACT IN THE
                                    EVENT REGISTRATION IS NO LONGER REQUIRED; IT MAY BE COMBINED WITH OTHER SEPARATE
                                    ACCOUNTS; OR ITS ASSETS MAY BE TRANSFERRED TO OTHER SEPARATE ACCOUNTS.


103017                              3.07
(6/98)


<PAGE> 15

<CAPTION>
                                    5. POLICY BENEFITS

<C>                                 <S>
POLICY PROCEEDS                     THE POLICY PROCEEDS ARE:

                                    1.       THE DEATH BENEFIT UNDER THE CONTRACT TYPE THEN IN EFFECT; PLUS

                                    2.       ANY DIVIDEND DUE; PLUS

                                    3.       THE MONTHLY COST OF INSURANCE FOR THE PORTION OF THE POLICY MONTH FROM THE
                                             DATE OF DEATH TO THE END OF THE POLICY MONTH OF DEATH; MINUS

                                    4.       ANY PAYMENT DUE UNDER THE GRACE PERIOD PROVISION AS OF THE DATE OF
                                             DEATH; MINUS

                                    5.       ANY LOAN AND LOAN INTEREST DUE.

DEATH BENEFIT                       PRIOR TO THE INSURED'S ATTAINED AGE 100, THE DEATH BENEFIT DEPENDS UPON THE
                                    CONTRACT TYPE IN EFFECT ON THE DATE OF THE INSURED'S DEATH. THE CONTRACT TYPE
                                    IN EFFECT IS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    OPTION A CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT; OR

                                    2.       THE APPLICABLE PERCENTAGE OF THE CASH VALUE ON THE DATE OF DEATH AS DESCRIBED
                                             IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 OR ANY APPLICABLE
                                             SUCCESSOR PROVISION AND MODIFIED FOR AGES 95 AND ABOVE.

                                    OPTION B CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT PLUS THE CASH VALUE ON THE DATE OF DEATH; OR

                                    2.       THE APPLICABLE PERCENTAGE OF THE CASH VALUE ON THE DATE OF DEATH AS
                                             DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 OR
                                             ANY APPLICABLE SUCCESSOR PROVISION AND MODIFIED FOR AGES 95 AND ABOVE.

                                    OPTION C CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT; OR

                                    2.       THE CASH VALUE ON THE DATE OF DEATH MULTIPLIED BY THE APPLICABLE ATTAINED
                                             AGE FACTOR AS SHOWN ON THE POLICY'S DEATH BENEFIT OPTION C ATTAINED AGE
                                             FACTORS PAGE.

                                    NOTWITHSTANDING ANYTHING IN THIS POLICY, THE DEATH BENEFIT WILL IN NO CASE BE LESS
                                    THAN THE AMOUNT NECESSARY TO CAUSE THE POLICY TO MEET THE REQUIREMENTS FOR THE
                                    DEFINITION OF LIFE INSURANCE UNDER THE INTERNAL REVENUE CODE OF 1986 OR ANY
                                    APPLICABLE SUCCESSOR PROVISION.

APPLICABLE                          THE PERCENTAGES AS CURRENTLY DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE
PERCENTAGE:                         CODE OF 1986 AND MODIFIED FOR AGES 95 AND ABOVE ARE AS FOLLOWS:

<CAPTION>
                                    IN THE CASE OF AN INSURED WITH AN               THE APPLICABLE PERCENTAGE WILL
                                    ATTAINED AGE AS OF THE BEGINNING                DECREASE BY A RATABLE PORTION
                                    OF THE CONTRACT YEAR OF:                        FOR EACH FULL YEAR:

                                    MORE THAN:         BUT NOT MORE THAN:            FROM:                  TO:
<S>                                                    <C>                           <C>                  <C>
                                           0                    40                    250                   250
                                          40                    45                    250                   215
                                          45                    50                    215                   185
                                          50                    55                    185                   150
                                          55                    60                    150                   130
                                          60                    65                    130                   120
                                          65                    70                    120                   115
                                          70                    75                    115                   105
                                          75                    90                    105                   105
                                          90                    95                    105                   101
                                          95  OR                                      101
                                              HIGHER




104011                              4.01
(6/98)


<PAGE> 16

<C>                                 <S>
CONTINUATION                        IF THIS POLICY IS IN FORCE BEYOND THE INSURED'S ATTAINED AGE 100, THE DEATH BENEFIT
OF THE POLICY                       WILL BE 101% OF THE POLICY'S CASH VALUE.
BEYOND ATTAINED
AGE 100                             PLEASE NOTE: THIS POLICY MAY NOT QUALIFY AS LIFE INSURANCE AFTER THE INSURED'S
                                    ATTAINED AGE 100 AND MAY BE SUBJECT TO TAX CONSEQUENCES. PLEASE CONSULT A TAX
                                    ADVISER PRIOR TO CONTINUING THE POLICY BEYOND THE INSURED'S ATTAINED AGE 100.
                                    IT IS POSSIBLE THAT INSURANCE COVERAGE MAY NOT CONTINUE EVEN IF PLANNED PREMIUMS
                                    ARE PAID IN A TIMELY MANNER.

POLICY CHANGES                      YOU MAY REQUEST POLICY CHANGES AT ANY TIME UNLESS WE SPECIFICALLY INDICATE
                                    OTHERWISE. WE LIMIT THE NUMBER OF CHANGES TO ONE PER POLICY YEAR, AND WE DO NOT
                                    PERMIT CHANGES IN THE FIRST POLICY YEAR. THE TYPES OF CHANGES ALLOWED ARE EXPLAINED
                                    BELOW.

                                    NO CHANGE WILL BE PERMITTED THAT WOULD RESULT IN THIS POLICY NOT SATISFYING THE
                                    DEFINITION OF LIFE INSURANCE UNDER THE INTERNAL REVENUE CODE OF 1986 OR ANY
                                    APPLICABLE SUCCESSOR PROVISION.

CHANGE IN                           THE FACE AMOUNT MAY BE CHANGED BY SENDING US A WRITTEN REQUEST.
FACE AMOUNT
                                    ANY DECREASE IN FACE AMOUNT WILL BE SUBJECT TO THE FOLLOWING CONDITIONS:

                                    1.       THE DECREASE WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR
                                             FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    2.       THE DECREASE WILL REDUCE THE FACE AMOUNT IN THE FOLLOWING ORDER;

                                             A.       THE FACE AMOUNT PROVIDED BY THE MOST RECENT INCREASE;

                                             B.       FACE AMOUNTS PROVIDED BY THE NEXT MOST RECENT INCREASES,
                                                      SUCCESSIVELY; AND

                                             C.       THE FACE AMOUNT WHEN THE POLICY WAS ISSUED.

                                    3.       THE FACE AMOUNT REMAINING IN FORCE AFTER ANY REQUESTED DECREASE MAY NOT BE
                                             LESS THAN THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    4.       ANY DECREASE MUST BE AT LEAST THE MINIMUM FACE AMOUNT DECREASE AS SHOWN ON
                                             THE POLICY SPECIFICATIONS PAGE.

                                    A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT AS EXPLAINED IN THE
                                    SURRENDER CHARGE PROVISION.

                                    AFTER THE FIRST POLICY ANNIVERSARY, YOU CAN INCREASE THE FACE AMOUNT SUBJECT TO THE
                                    FOLLOWING CONDITIONS:

                                    1.       PROOF THAT THE INSURED IS INSURABLE BY OUR STANDARDS ON THE DATE OF THE
                                             REQUESTED INCREASE MUST BE SUBMITTED.

                                    2.       THE INCRREASE, IF APPROVED BY US, WILL BECOME EFFECTIVE ON THE MONTHLY
                                             ANNIVERSARY ON OR FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    3.       ANY INCREASE MUST BE AT LEAST THE MINIMUM FACE AMOUNT INCREASE AS SHOWN
                                             ON THE POLICY SPECIFICATIONS PAGE.

                                    4.       THE INSURED MUST HAVE AN ATTAINED AGE NOT GREATER THAN AGE 80 ON THE POLICY
                                             ANNIVERSARY THAT THE INCREASE WILL BECOME EFFECTIVE.

                                    WE WILL AMEND YOUR POLICY TO SHOW THE EFFECTIVE DATE OF THE DECREASE OR INCREASE.

CHANGE IN                           IF THE CONTRACT TYPE IN EFFECT IS OPTION A OR OPTION B, YOU MAY CHANGE THE CONTRACT
CONTRACT TYPE                       TYPE BY SENDING US A WRITTEN REQUEST. THE EFFECTIVE DATE OF THE CHANGE WILL BE THE
                                    MONTHLY ANNIVERSARY ON OR FOLLOWING THE DATE WE RECEIVE YOUR REQUEST. ON THE
                                    EFFECTIVE DATE OF THIS CHANGE THE DEATH BENEFIT PAYABLE DOES NOT CHANGE, BUT THE
                                    FACE AMOUNT MAY CHANGE.

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION B, YOU MAY CHANGE IT TO OPTION A. THE FACE
                                    AMOUNT WILL BE INCREASED TO EQUAL THE DEATH BENEFIT ON THE EFFECTIVE DATE OF
                                    CHANGE. THE CONTRACT TYPE CANNOT BE CHANGED FROM OPTION B TO OPTION C.


104011                              4.02
(6/98)


<PAGE> 17

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION A, YOU MAY CHANGE IT TO OPTION B. PROOF
                                    THAT THE INSURED IS INSURABLE BY OUR STANDARDS ON THE DATE OF THE CHANGE MUST BE
                                    SUBMITTED. THE FACE AMOUNT WILL BE DECREASED TO EQUAL THE DEATH BENEFIT LESS THE
                                    CASH VALUE ON THE EFFECTIVE DATE OF CHANGE. THIS CHANGE MAY NOT BE MADE IF IT WOULD
                                    RESULT IN A FACE AMOUNT WHICH IS LESS THAN THE MINIMUM FACE AMOUNT SHOWN ON THE
                                    POLICY SPECIFICATIONS PAGE. A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE
                                    AMOUNT AS EXPLAINED IN THE SURRENDER CHARGE PROVISION. THE CONTRACT TYPE CANNOT BE
                                    CHANGED FROM OPTION A TO OPTION C.

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION C, THE CONTRACT TYPE CANNOT BE CHANGED.

<CAPTION>
                                    6. PREMIUMS AND GRACE PERIOD

<C>                                 <S>
PAYMENT OF PREMIUMS                 YOUR FIRST PREMIUM IS DUE AS OF THE ISSUE DATE. WHILE INSURED IS LIVING, PREMIUMS
                                    AFTER THE FIRST MUST BE PAID AT OUR HOME OFFICE. A PREMIUM RECEIPT WILL BE FURNISHED
                                    UPON REQUEST. IF THIS POLICY IS IN YOUR POSSESSION AND YOU HAVE NOT PAID THE FIRST
                                    PREMIUM, IT IS NOT IN FORCE. IT WILL BE CONSIDERED THAT YOU HAVE THE POLICY FOR
                                    INSPECTION ONLY.

                                    PREMIUMS MAY BE PAID IN ANY AMOUNT AND AT ANY INTERVAL SUBJECT TO THE FOLLOWING
                                    CONDITIONS:

                                    1.       AT THE END OF THE FIRST POLICY YEAR, YOUR TOTAL PREMIUM PAYMENTS FOR THIS
                                             POLICY MUST BE GREATER THAN OR EQUAL TO THE MINIMUM INITIAL ANNUAL PREMIUM
                                             AMOUNT AS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    2.       ANY SUBSEQUENT PREMIUM PAYMENT MUST BE AT LEAST $10.00.

                                    3.       TOTAL PREMIUMS PAID IN ANY POLICY YEAR FOR POLICIES ISSUED WITH THE OPTION
                                             A OR B CONTRACT TYPE MAY NOT EXCEED AN AMOUNT THAT WOULD CAUSE THE
                                             POLICY TO FAIL THE DEFINITION OF LIFE INSURANCE AS DEFINED BY SECTION
                                             7702 OF THE INTERNAL REVENUE CODE OF 1986, OR ANY APPLICABLE SUCCESSOR
                                             PROVISION THERETO. THE MAXIMUM PREMIUM LIMIT FOR THE FOLLOWING POLICY
                                             YEAR WILL BE SHOWN ON YOUR ANNUAL REPORT.

                                    ON ANY DATE THAT WE RECEIVE A PREMIUM WHICH CAUSES THE DEATH BENEFIT UNDER ANY OF
                                    THE CONTRACT TYPES TO INCREASE BY AN AMOUNT THAT EXCEEDS THAT PREMIUM RECEIVED, WE
                                    RESERVE THE RIGHT TO REFUSE THAT PREMIUM PAYMENT. WE MAY REQUIRE ADDITIONAL
                                    EVIDENCE OF INSURABILITY BEFORE WE ACCEPT THE PREMIUM.

NET PREMIUM                         THE NET PREMIUM IS:

                                    1.       THE PREMIUM PAID; MINUS

                                    2.       THE PREMIUM PAID MULTIPLIED BY THE PREMIUM TAX CHARGE AS SHOWN ON THE
                                             POLICY SPECIFICATIONS PAGE; MINUS

                                    3.       THE PREMIUM PAID MULTIPLIED BY THE FEDERAL TAX CHARGE AS SHOWN ON THE
                                             POLICY SPECIFICATIONS PAGE; MINUS

                                    4.       THE PREMIUM PAID MULTIPLIED BY THE APPLICABLE PERCENT OF PREMIUM CHARGE.

PREMIUM TAX                         A CHARGE WILL BE DEDUCTED FOR PREMIUM TAXES FROM EACH PREMIUM SUBMITTED. THE
CHARGE                              CURRENT CHARGE, AS A PERCENT OF THE PREMIUM, IS SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. WE RESERVE THE RIGHT TO CHANGE THE PREMIUM TAX CHARGE DUE TO RATE CHANGES OF
                                    THE GOVERNING JURISDICTION. WE WILL AMEND YOUR POLICY TO SHOW THE CURRENT PREMIUM
                                    TAX RATE, IF CHANGED.

FEDERAL TAX                         A CHARGE WILL BE DEDUCTED FOR FEDERAL TAXES FROM EACH PREMIUM SUBMITTED. THE
CHARGE                              CURRENT CHARGE, AS A PERCENT OF THE PREMIUM, IS SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. WE RESERVE THE RIGHT TO CHANGE THE FEDERAL TAX CHARGE TO REFLECT A CHANGE IN
                                    THE FEDERAL TAX LAW. WE WILL AMEND YOUR POLICY TO SHOW THE CURRENT FEDERAL TAX
                                    CHARGE, IF CHANGED.


104011                              4.03
(6/98)


<PAGE> 18

PERCENT OF                          A CHARGE WILL BE DEDUCTED FROM EACH PREMIUM SUBMITTED. THE MAXIMUM PERCENT OF
PREMIUM CHARGE                      PREMIUM CHARGES ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    THE PERCENT OF PREMIUM CHARGE WILL VARY, ON A NON-DISCRIMINATORY BASIS, BASED ON
                                    THE AMOUNT OF PREMIUM PAID, BUT WILL NEVER EXCEED THE MAXIMUM PERCENT OF PREMIUM
                                    CHARGES SHOWN ON THE POLICY SPECIFICATIONS PAGE.

ALLOCATION OF                       YOU DETERMINE THE ALLOCATION OF NET PREMIUMS AMONG THE GENERAL ACCOUNT AND THE
NET PREMIUMS                        DIVISIONS OF SEPARATE ACCOUNT ELEVEN. FOR ANY CHOSEN ALLOCATION THE MINIMUM
                                    PERCENTAGE THAT MAY BE ALLOCATED IS 5% OF THE NET PREMIUM. PERCENTAGES MUST BE IN
                                    WHOLE NUMBERS. THE GENERAL ACCOUNT CASH VALUE IMMEDIATELY AFTER PAYMENT OF THE
                                    PREMIUM CANNOT EXCEED 1., BELOW, MULTIPLIED BY 2., BELOW:

                                    1.       THE GENERAL ACCOUNT CASH VALUE PLUS THE SEPARATE ACCOUNT CASH VALUE.

                                    2.       THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AS SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE.

                                    THE INITIAL ALLOCATION IS SHOWN ON THE APPLICATION, A COPY OF WHICH IS ATTACHED. WE
                                    MAY MODIFY THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AT ANY TIME.

                                    FOR ANY PREMIUM RECEIVED DURING THE "RIGHT TO EXAMINE POLICY" PERIOD, WE WILL
                                    INITIALLY ALLOCATE THE NET PREMIUM TO THE DIVISION THAT INVESTS EXCLUSIVELY IN
                                    SHARES OF OUR MONEY MARKET FUND UNLESS PROHIBITED BY STATE LAW. WHEN THIS PERIOD
                                    EXPIRES, CASH VALUE IN THAT DIVISION WILL BE TRANSFERRED TO THE GENERAL ACCOUNT AND
                                    THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ACCORDING TO THE ALLOCATION PERCENTAGES
                                    SHOWN ON THE APPLICATION, A COPY OF WHICH IS ATTACHED. FOR ANY PREMIUM RECEIVED
                                    AFTER THE "RIGHT TO EXAMINE POLICY" PERIOD, THE NET PREMIUM WILL BE ALLOCATED
                                    ACCORDING TO THE ALLOCATION PERCENTAGES SHOWN ON THE POLICY SPECIFICATIONS PAGE OR
                                    YOUR MOST RECENT ALLOCATION INSTRUCTIONS RECEIVED BY US.

YOUR RIGHT                          YOU MAY CHANGE THE ALLOCATION OF FUTURE NET PREMIUMS AMONG THE GENERAL ACCOUNT
TO CHANGE                           AND/OR THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN SUBJECT TO THE CONDITIONS OUTLINED
ALLOCATION                          IN THE ALLOCATION OF THE NET PREMIUMS PROVISION. THE CHANGE IN ALLOCATION
                                    PERCENTAGES WILL TAKE EFFECT IMMEDIATELY UPON OUR RECEIPT OF YOUR WRITTEN REQUEST.

NO-LAPSE PERIOD                     IF, ON A MONTHLY ANNIVERSARY DAY PRIOR TO THE NO LAPSE PREMIUM DATE, THE SUM OF ALL
                                    PREMIUMS PAID ON THIS POLICY, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY
                                    OUTSTANDING LOAN BALANCE, IS GREATER THAN OR EQUAL TO THE SUM OF THE NO LAPSE
                                    MONTHLY PREMIUMS FOR THE ELAPSED MONTHS SINCE THE ISSUE DATE, THIS POLICY WILL NOT
                                    LAPSE AS A RESULT OF A CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY
                                    SURRENDER CHARGE BEING INSUFFICIENT TO PAY THE MONTHLY DEDUCTION. THE NO LAPSE
                                    PREMIUM DATE AND THE NO LAPSE ANNUAL PREMIUM ARE SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. THE NO LAPSE MONTHLY PREMIUM IS ONE TWELFTH OF THE NO LAPSE ANNUAL PREMIUM.

GRACE PERIOD                        IF, ON A MONTHLY ANNIVERSARY DAY PRIOR TO THE NO LAPSE PREMIUM DATE:

                                    1.       THE CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE
                                             IS INSUFFICIENT TO COVER THE MONTHLY DEDUCTION; AND

                                    2.       THE SUM OF ALL PREMIUMS PAID ON THIS POLICY, REDUCED BY ANY PARTIAL
                                             WITHDRAWALS AND ANY OUTSTANDING LOAN BALANCE, IS LESS THAN THE SUM OF
                                             THE NO LAPSE MONTHLY PREMIUMS FOR THE ELAPSED MONTHS SINCE THE ISSUE
                                             DATE;

                                    THEN THE GRACE PERIOD OF 62 DAYS WILL BE ALLOWED FOR THE PAYMENT OF A PREMIUM
                                    SUFFICIENT TO KEEP YOUR POLICY IN FORCE. THE NO LAPSE PREMIUM DATE AND THE NO LAPSE
                                    ANNUAL PREMIUM ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    A CHANGE IN YOUR POLICY'S FACE AMOUNT, THE ADDITION OR DELETION OF A SUPPLEMENTAL
                                    RIDER TO THIS POLICY, OR A CHANGE IN THE PREMIUM CLASS OF THE INSURED BEFORE THE
                                    NO LAPSE PREMIUM DATE SHOWN ON THE POLICY SPECIFICATIONS PAGE MAY RESULT IN A
                                    CHANGE IN THE NO LAPSE MONTHLY PREMIUM. THE NO LAPSE PREMIUM DATE WILL NOT BE
                                                                                                           ---
                                    CHANGED.


104011                              4.04
(6/98)


<PAGE> 19

                                    IF, ON A MONTHLY ANNIVERSARY DAY ON OR AFTER THE NO LAPSE PREMIUM DATE, THE CASH
                                    VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE IS INSUFFICIENT
                                    TO COVER THE NEXT MONTHLY DEDUCTION, A GRACE PERIOD OF 62 DAYS WILL BE ALLOWED FOR
                                    THE PAYMENT OF A PREMIUM SUFFICIENT TO PAY THE MONTHLY DEDUCTION. (MONTHLY
                                    DEDUCTION IS DEFINED IN THE CASH VALUES SECTION.)

                                    NOTICE OF THE AMOUNT OF PREMIUM REQUIRED TO BE PAID TO KEEP THIS POLICY IN FORCE
                                    WILL BE SENT AT THE BEGINNING OF THE GRACE PERIOD TO YOUR LAST KNOWN ADDRESS AND TO
                                    ANY ASSIGNEE ON RECORD. IF WE DO NOT RECEIVE A PREMIUM LARGE ENOUGH SO THAT THE NET
                                    PREMIUM COVERS THE MONTHLY DEDUCTION BY THE END OF THE GRACE PERIOD, YOUR POLICY
                                    WILL LAPSE AT THE END OF THAT 62 DAY PERIOD AND IT WILL THEN TERMINATE WITHOUT CASH
                                    SURRENDER VALUE. IF THE INSURED DIES DURING THE GRACE PERIOD, ANY PAST DUE MONTHLY
                                    DEDUCTIONS WILL BE DEDUCTED FROM THE DEATH BENEFIT.

REINSTATEMENT                       YOU MAY REINSTATE YOUR LAPSED POLICY WITHIN 5 YEARS AFTER THE DATE OF LAPSE. THIS
                                    MUST BE DONE PRIOR TO THE INSURED'S ATTAINED AGE 100. THE POLICY CAN NOT BE REINSTATED
                                    IF IT HAS BEEN SURRENDERED. TO REINSTATE, YOU MUST SUBMIT THE FOLLOWING ITEMS:

                                    1.       A WRITTEN REQUEST FOR REINSTATEMENT.

                                    2.       PROOF SATISFACTORY TO US THAT THE INSURED IS INSURABLE BY OUR
                                             STANDARDS.

                                    3.       A NET PREMIUM PAYMENT LARGE ENOUGH TO COVER:

                                             A.  THE MONTHLY DEDUCTIONS DUE AT THE TIME OF LAPSE; AND

                                             B.  TWO TIMES THE MONTHLY DEDUCTION DUE AT THE TIME OF REINSTATEMENT.

                                    4.       A PAYMENT TO COVER ANY LOAN INTEREST DUE AND UNPAID AT THE TIME OF LAPSE.

                                    UPON RECEIPT OF THE ABOVE PAYMENTS, WE WILL DEDUCT ANY MONTHLY DEDUCTIONS AND LOAN
                                    INTEREST DUE AND UNPAID AT THE TIME OF LAPSE. THE INSURED MUST BE ALIVE ON THE DATE
                                    WE APPROVE THE REQUEST FOR REINSTATEMENT. IF THE INSURED IS NOT ALIVE, SUCH APPROVAL
                                    IS VOID AND OF NO EFFECT.

                                    THE REINSTATED POLICY WILL BE IN FORCE FROM THE DATE WE APPROVE THE REINSTATEMENT
                                    APPLICATION. THERE WILL BE A FULL MONTHLY DEDUCTION FOR THE POLICY MONTH WHICH
                                    INCLUDES THIS DATE. ANY APPLICATION FOR REINSTATEMENT BECOMES PART OF THE CONTRACT
                                    OF REINSTATEMENT AND OF THIS POLICY.

                                    ANY LOAN MAY BE PAID OR REINSTATED. ANY LOAN REINSTATED WILL CAUSE A CASH VALUE OF
                                    AN EQUAL AMOUNT TO BE REINSTATED.

                                    ANY LOAN REPAID AT THE TIME OF REINSTATEMENT WILL CAUSE AN INCREASE IN CASH VALUE
                                    EQUAL TO THE AMOUNT OF THE REPAID LOAN.

                                    THE SURRENDER CHARGE AT THE TIME OF REINSTATEMENT WILL BE THE SURRENDER CHARGE IN
                                    EFFECT AT THE TIME OF LAPSE. IF ONLY A PORTION OF THE COVERAGE IS REINSTATED THEN
                                    ONLY THE APPLICABLE PORTION OF THE SURRENDER CHARGE WILL BE REINSTATED. IF ONLY A
                                    PORTION OF THE COVERAGE IS REINSTATED, THE CASH VALUE FOLLOWING REINSTATEMENT WILL
                                    BE INCREASED BY THE APPLICABLE PORTION OF THE SURRENDER CHARGE IMPOSED AT THE TIME
                                    OF LAPSE.

                                    FOLLOWING REINSTATEMENT, THE NO-LAPSE PERIOD PROVISION WILL AGAIN BE APPLICABLE
                                    UNTIL THE NO-LAPSE PREMIUM DATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE, IF
                                    SUFFICIENT PREMIUM IS PAID SO THAT, AS OF THE EFFECTIVE DATE OF REINSTATEMENT, THE
                                    SUM OF ALL PREMIUMS PAID, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY LOANS, IS
                                    GREATER THAN THE NO-LAPSE MONTHLY PREMIUMS MULTIPLIED BY THE NUMBER OF ELAPSED
                                    MONTHS SINCE THE ISSUE DATE.


104011                              4.05
(6/98)


<PAGE> 20

<CAPTION>
                                    7. DIVIDENDS

<C>                                 <S>
ANNUAL DIVIDENDS                    WHILE YOUR POLICY IS IN FORCE IT MAY SHARE IN OUR DIVISIBLE SURPLUS. EACH YEAR WE
                                    WILL DETERMINE THE SHARE OF DIVISIBLE SURPLUS, IF ANY, ACCRUING TO YOUR POLICY. WE
                                    WILL DISTRIBUTE THIS SURPLUS AS A DIVIDEND. WE DO NOT EXPECT TO PAY ANY DIVIDENDS
                                    ON THIS POLICY AT THIS TIME.

DIVIDEND OPTIONS                    YOU MAY CHOOSE ONE OF THE FOLLOWING OPTIONS. IF YOU DO NOT, WE WILL CREDIT ANY
                                    DIVIDEND UNDER OPTION 2 UNTIL SUCH TIME AS YOU REQUEST IN WRITING A DIFFERENT
                                    OPTION. THE OPTION YOU CHOOSE WILL REMAIN IN EFFECT UNTIL YOU CHANGE IT.

                                    OPTION 1.    CASH.  PAID IN CASH.

                                    OPTION 2.    INCREASE CASH VALUE. PAID TO THE POLICY'S CASH VALUE ON THE DATE OF
                                                 ANY DIVIDEND PAYMENT. THE CASH VALUE WILL INCREASE BY EXACTLY THE
                                                 AMOUNT OF THE DIVIDEND.

                                                 THE DIVIDEND WILL BE ALLOCATED TO THE GENERAL ACCOUNT AND THE DIVISIONS
                                                 OF SEPARATE ACCOUNT ELEVEN ACCORDING TO THE CURRENT ALLOCATION OF THE
                                                 NET PREMIUM.

<CAPTION>
                                    8. LOANS

<S>                                 <C>
                                    UPON WRITTEN REQUEST TO US, YOU MAY BORROW AN AMOUNT NOT IN EXCESS OF THE LOAN
                                    VALUE OF YOUR POLICY WHILE IT IS IN FORCE. THE MINIMUM AMOUNT OF YOUR NET LOAN
                                    REQUEST AT ANY ONE TIME MUST BE AT LEAST $500. YOUR POLICY WILL BE THE SOLE
                                    SECURITY FOR SUCH LOAN. WE HAVE THE RIGHT TO REQUIRE YOUR POLICY FOR ENDORSEMENT.

                                    THE LOAN VALUE IS THE CASH VALUE OF YOUR POLICY AT THE DATE OF THE LOAN REQUEST
                                    PLUS INTEREST TO THE NEXT POLICY ANNIVERSARY AT THE GENERAL ACCOUNT CASH VALUE
                                    GUARANTEED INTEREST RATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE, REDUCED BY:

                                    1.       ANY EXISTING LOANS; AND

                                    2.       LOAN INTEREST TO THE NEXT LOAN INTEREST DUE DATE; AND

                                    3.       EVERY MONTHLY DEDUCTION DUE TO THE NEXT LOAN INTEREST DUE DATE; AND

                                    4.       ANY SURRENDER CHARGES.

                                    YOU MAY ALLOCATE THE POLICY LOAN AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE POLICY LOAN
                                    WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT
                                    ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT, AND THE
                                    CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE
                                    CASH VALUE IN THE LOAN ACCOUNT, ON THE DATE OF THE POLICY LOAN.

                                    CASH VALUE EQUAL TO THE POLICY LOAN ALLOCATED TO THE GENERAL ACCOUNT AND EACH
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN WILL BE TRANSFERRED TO THE LOAN ACCOUNT,
                                    REDUCING THE CASH VALUE ACCORDINGLY. ANY CASH VALUE TRANSFERRED TO THE LOAN ACCOUNT
                                    WILL BE ALLOCATED TO THE APPROPRIATE LOAN SUBACCOUNT.

LOAN INTEREST                       THE ACCRUED LOAN INTEREST WILL BE DUE THE EARLIEST OF:
DUE DATE
                                    1.       THE NEXT POLICY ANNIVERSARY DATE.

                                    2.       THE DATE OF TERMINATION OF THE POLICY.

                                    3.       THE DATE THE LOAN IS REPAID IN FULL.

                                    4.       THE DATE THE LOAN PLUS LOAN INTEREST ACCRUED EXCEEDS THE CASH VALUE LESS
                                             ANY SURRENDER CHARGES.



106009                              6.01
(6/98)


<PAGE> 21

                                    INTEREST WILL BE PAYABLE ANNUALLY ON EACH POLICY ANNIVERSARY. IF YOU DO NOT PAY THE
                                    INTEREST WHEN IT IS DUE ON A POLICY ANNIVERSARY, AN AMOUNT OF CASH VALUE EQUAL TO
                                    THE LOAN INTEREST WILL ALSO BE TRANSFERRED TO THE LOAN ACCOUNT. WE WILL CHARGE THE
                                    SAME RATE OF INTEREST ON THIS AMOUNT AS ON THE POLICY LOAN. THE AMOUNT TRANSFERRED
                                    WILL BE DEDUCTED FROM THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT
                                    ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT AND THE
                                    CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE
                                    CASH VALUE IN THE LOAN ACCOUNT.

FIXED LOAN                          THE FIXED LOAN INTEREST RATE IS 4.5% FOR POLICY YEARS 1 THROUGH 10, 4.25% FOR
INTEREST RATES                      POLICY YEARS 11 THROUGH 20 AND 4.15% FOR POLICY YEARS 21 AND LATER. LOAN INTEREST
                                    IS PAYABLE IN ARREARS.

LOAN                                ALL FUNDS RECEIVED WILL BE CREDITED TO YOUR POLICY AS A PREMIUM UNLESS CLEARLY
REPAYMENTS                          MARKED FOR LOAN REPAYMENT.

                                    YOU MAY REPAY YOUR LOAN IN WHOLE OR IN PART AT ANY TIME BEFORE THE DEATH OF THE
                                    INSURED WHILE THE POLICY IS IN FORCE. WHEN A LOAN REPAYMENT IS MADE, CASH VALUE
                                    SECURING THE DEBT IN THE LOAN ACCOUNT EQUAL TO THE LOAN REPAYMENT WILL BE REPAID
                                    TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME
                                    PROPORTION THAT THE CASH VALUE IN THE LOAN ACCOUNT BEARS TO THE CASH VALUE IN
                                    EACH LOAN SUBACCOUNT. UNPAID LOANS AND LOAN INTEREST WILL BE DEDUCTED FROM ANY
                                    SETTLEMENT OF YOUR POLICY.

                                    IF YOU FAIL TO MAKE REPAYMENTS WHEN THE TOTAL LOAN AND LOAN INTEREST DUE WOULD
                                    EXCEED THE CASH VALUE, LESS ANY SURRENDER CHARGES, YOUR POLICY WILL TERMINATE. WE
                                    WILL ALLOW YOU A GRACE PERIOD FOR SUCH PAYMENT OF LOANS AND LOAN INTEREST DUE. IN
                                    SUCH EVENT THE POLICY BECOMES VOID AT THE END OF THE GRACE PERIOD. WE WILL MAIL
                                    NOTICE TO YOUR LAST KNOWN ADDRESS, AND THAT OF ANY ASSIGNEE OF RECORD. THIS GRACE
                                    PERIOD WILL EXPIRE 62 DAYS FROM THE MONTHLY ANNIVERSARY IMMEDIATELY BEFORE THE DATE
                                    THE TOTAL LOAN AND LOAN INTEREST EXCEEDS THE CASH VALUE LESS ANY SURRENDER CHARGES;
                                    OR 31 DAYS AFTER SUCH NOTICE HAS BEEN MAILED, IF LATER.

<CAPTION>
                                    9. CASH VALUES

<C>                                 <S>
CASH VALUE                          THE CASH VALUE OF YOUR POLICY IS EQUAL TO THE TOTAL OF:

                                    -        THE CASH VALUE IN THE GENERAL ACCOUNT; PLUS

                                    -        THE CASH VALUE IN THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN; PLUS

                                    -        THE CASH VALUE IN THE LOAN ACCOUNT.

CASH VALUE                          IF THIS POLICY IS IN FORCE BEYOND THE INSURED'S ATTAINED AGE 100, THE CASH VALUE
AFTER ATTAINED                      OF YOUR POLICY WILL BE DETERMINED IN THE SAME MANNER AS DESCRIBED BELOW; EXCEPT
AGE 100                             NO DEDUCTIONS WILL BE MADE FOR MONTHLY COST OF INSURANCE CHARGES. PREMIUMS CAN NOT
                                    BE PAID AFTER THE INSURED ATTAINS AGE 100.

GENERAL ACCOUNT                     THE CASH VALUE IN THE GENERAL ACCOUNT AS OF THE INVESTMENT START DATE IS EQUAL TO:
CASH VALUE
                                    -        THE PORTION OF THE INITIAL NET PREMIUM RECEIVED AND ALLOCATED TO THE
                                             GENERAL ACCOUNT; MINUS

                                    -        THE PORTION OF THE MONTHLY DEDUCTIONS DUE FROM THE ISSUE DATE THROUGH THE
                                             INVESTMENT START DATE CHARGED TO THE GENERAL ACCOUNT.


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<PAGE> 22

                                    THE CASH VALUE IN THE GENERAL ACCOUNT ON ANY DAY AFTER THE INVESTMENT START DATE IS
                                    EQUAL TO:

                                    -        THE CASH VALUE ON THE PRECEDING VALUATION DATE, WITH INTEREST ON SUCH
                                             VALUE AT THE CURRENT RATE; PLUS

                                    -        ANY PORTION OF NET PREMIUM RECEIVED AND ALLOCATED TO THE GENERAL ACCOUNT
                                             ON THAT DAY; PLUS

                                    -        ANY AMOUNTS TRANSFERRED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS

                                    -        ANY LOAN REPAYMENTS ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS

                                    -        THAT PORTION OF ANY INTEREST CREDITED ON OUTSTANDING LOANS WHICH IS
                                             ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; MINUS

                                    -        ANY AMOUNT TRANSFERRED PLUS ANY TRANSFER CHARGE FROM THE GENERAL ACCOUNT
                                             TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ON THAT DAY; MINUS

                                    -        ANY PARTIAL WITHDRAWAL PLUS ANY WITHDRAWAL TRANSACTION CHARGE MADE FROM
                                             THE GENERAL ACCOUNT ON THAT DAY; MINUS

                                    -        ANY PORTION OF THE SURRENDER CHARGE INCURRED ON THAT DAY ATTRIBUTED TO THE
                                             GENERAL ACCOUNT; MINUS

                                    -        ANY AMOUNT TRANSFERRED FROM THE GENERAL ACCOUNT TO THE LOAN ACCOUNT ON
                                             THAT DAY; MINUS

                                    -        IF THAT DAY IS A MONTHLY ANNIVERSARY, ANY WITHDRAWAL DUE TO A PRO RATA
                                             SURRENDER PLUS ANY WITHDRAWAL TRANSACTION CHARGE MADE FROM THE GENERAL
                                             ACCOUNT ON THAT DAY; MINUS

                                    -        IF THAT DAY IS A MONTHLY ANNIVERSARY, THE PORTION OF THE MONTHLY DEDUCTION
                                             CHARGED TO THE GENERAL ACCOUNT, TO COVER THE POLICY MONTH WHICH STARTS ON
                                             THAT DAY; PLUS

                                    -        IF THAT DAY IS A POLICY ANNIVERSARY, THE PORTION OF THE DIVIDEND PAID ON
                                             THAT DAY, IF ANY, ALLOCATED TO THE GENERAL ACCOUNT.

GENERAL ACCOUNT                     THE INTEREST CREDITED TO THE GENERAL ACCOUNT CASH VALUE FOR A SPECIFIC DAY WILL BE
INTEREST RATE                       AT AN EFFECTIVE ANNUAL RATE NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED
                                    INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

SEPARATE ACCOUNT                    THE CASH VALUE IN EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ON THE INVESTMENT START
CASH VALUE                          DATE IS EQUAL TO:

                                    -        THE PORTION OF THE INITIAL NET PREMIUM RECEIVED AND ALLOCATED TO THE
                                             DIVISION; MINUS

                                    -        THE PORTION OF THE MONTHLY DEDUCTIONS DUE FROM THE ISSUE DATE THROUGH THE
                                             INVESTMENT START DATE CHARGED TO THE DIVISION.

                                    THE CASH VALUE IN EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ON SUBSEQUENT VALUATION
                                    DATES IS EQUAL TO:

                                    -        THE CASH VALUE IN THE DIVISION ON THE PRECEDING VALUATION DATE MULTIPLIED
                                             BY THAT DIVISION'S NET INVESTMENT FACTOR FOR THE CURRENT VALUATION PERIOD;
                                             PLUS

                                    -        ANY PORTION OF NET PREMIUM RECEIVED AND ALLOCATED TO THE DIVISION DURING
                                             THE CURRENT VALUATION PERIOD; PLUS

                                    -        ANY AMOUNTS TRANSFERRED TO THE DIVISION FROM THE GENERAL ACCOUNT OR FROM
                                             ANOTHER DIVISION DURING THE CURRENT VALUATION PERIOD; PLUS


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<PAGE> 23

                                    -        ANY LOAN REPAYMENTS ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION
                                             PERIOD; PLUS

                                    -        THAT PORTION OF ANY INTEREST CREDITED ON OUTSTANDING LOANS WHICH IS
                                             ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY AMOUNTS TRANSFERRED PLUS ANY TRANSFER CHARGE FROM THE DIVISION DURING
                                             THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY PARTIAL WITHDRAWAL PLUS ANY WITHDRAWAL TRANSACTION CHARGE FROM THE
                                             DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY PORTION OF THE SURRENDER CHARGE INCURRED DURING THE CURRENT VALUATION
                                             PERIOD ATTRIBUTED TO THE DIVISION; MINUS

                                    -        ANY AMOUNT TRANSFERRED FROM THE DIVISION TO THE LOAN ACCOUNT DURING THAT
                                             VALUATION PERIOD; MINUS

                                    -        IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, ANY
                                             WITHDRAWAL DUE TO A PRO RATA SURRENDER PLUS ANY WITHDRAWAL TRANSACTION
                                             CHARGE FROM THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, THE
                                             PORTION OF THE MONTHLY DEDUCTION CHARGED TO THE DIVISION DURING THE
                                             CURRENT VALUATION PERIOD TO COVER THE POLICY MONTH WHICH STARTS DURING
                                             THAT VALUATION PERIOD; PLUS

                                    -        IF A POLICY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, THE
                                             PORTION OF THE DIVIDEND PAID, IF ANY, ALLOCATED TO THE DIVISION.

NET INVESTMENT                      THE NET INVESTMENT FACTOR MEASURES THE INVESTMENT PERFORMANCE OF A DIVISION DURING
FACTOR                              A VALUATION PERIOD. THE NET INVESTMENT FACTOR FOR EACH DIVISION FOR A VALUATION
                                    PERIOD IS CALCULATED AS FOLLOWS:

                                    -        THE VALUE OF THE ASSETS AT THE END OF THE PRECEDING VALUATION PERIOD; PLUS

                                    -        THE INVESTMENT INCOME AND CAPITAL GAINS---REALIZED OR
                                             UNREALIZED---CREDITED TO THE ASSETS IN THE VALUATION PERIOD FOR WHICH
                                             THE NET INVESTMENT FACTOR IS BEING DETERMINED; MINUS

                                    -        THE CAPITAL LOSSES---REALIZED OR UNREALIZED---CHARGED AGAINST THOSE
                                             ASSETS DURING THE VALUATION PERIOD; MINUS

                                    -        ANY AMOUNT CHARGED AGAINST EACH DIVISION FOR TAXES, INCLUDING ANY TAX OR
                                             OTHER ECONOMIC BURDEN RESULTING FROM THE APPLICATION OF TAX LAWS THAT WE
                                             DETERMINE TO BE PROPERLY ATTRIBUTABLE TO THE DIVISIONS OF THE SEPARATE
                                             ACCOUNT, OR ANY AMOUNT WE SET ASIDE DURING THE VALUATION PERIOD AS A
                                             RESERVE FOR TAXES ATTRIBUTABLE TO THE OPERATION OR MAINTENANCE OF EACH
                                             DIVISION; MINUS

                                    -        A CHARGE NOT TO EXCEED THE DAILY INVESTMENT PERCENTAGE SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE FOR EACH DAY IN THE VALUATION PERIOD. THIS
                                             CORRESPONDS TO AN ANNUAL INVESTMENT PERCENTAGE OF THE MORTALITY AND
                                             EXPENSE RISK PERCENTAGE SHOWN ON THE POLICY SPECIFICATIONS PAGE;
                                             DIVIDED BY

                                    -        THE VALUE OF THE ASSETS AT THE END OF THE PRECEDING VALUATION PERIOD.

106009                              6.04
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<PAGE> 24

LOAN ACCOUNT                        THE CASH VALUE IN THE LOAN ACCOUNT AS OF THE INVESTMENT START DATE IS ZERO.
CASH VALUE
                                    THE CASH VALUE IN THE LOAN ACCOUNT ON ANY DAY AFTER THE INVESTMENT START DATE IS
                                    EQUAL TO:

                                    -        THE CASH VALUE IN THE LOAN ACCOUNT ON THE PRECEDING VALUATION DATE, WITH
                                             INTEREST; PLUS

                                    -        ANY AMOUNT TRANSFERRED TO THE LOAN ACCOUNT FROM THE GENERAL ACCOUNT ON
                                             THAT DAY; PLUS

                                    -        ANY AMOUNT TRANSFERRED TO THE LOAN ACCOUNT FROM THE DIVISIONS OF SEPARATE
                                             ACCOUNT ELEVEN ON THAT DAY; MINUS

                                    -        ANY LOAN REPAYMENTS ON THAT DAY; PLUS

                                    -        IF THAT DAY IS A POLICY ANNIVERSARY, AN AMOUNT DUE TO COVER THE LOAN
                                             INTEREST, IF NOT PAID BY YOU.

                                    CASH VALUE HELD IN THE LOAN ACCOUNT FOR LOAN COLLATERAL WILL EARN INTEREST DAILY AT
                                    AN ANNUAL RATE OF NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST
                                    RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE. INTEREST CREDITED ON THE CASH VALUE
                                    HELD IN THE LOAN ACCOUNT WILL BE ALLOCATED AT LEAST ONCE A YEAR TO THE GENERAL
                                    ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT
                                    THE CASH VALUE IN EACH LOAN SUBACCOUNT BEARS TO THE CASH VALUE IN THE LOAN ACCOUNT.

MONTHLY COST                        THE MONTHLY COST OF INSURANCE FOR THE FOLLOWING MONTH IS DEDUCTED ON THE MONTHLY
OF INSURANCE                        ANNIVERSARY DATE. THE MONTHLY COST OF INSURANCE IS 1, BELOW, MULTIPLIED BY THE
                                    DIFFERENCE BETWEEN 2 AND 3 BELOW:

                                    1.       THE MONTHLY COST OF INSURANCE RATE DIVIDED BY 1,000.

                                    2.       AN AMOUNT AS FOLLOWS:

                                    OPTION A CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 APPLICABLE PERCENTAGE OF THE CASH VALUE AS DESCRIBED IN SECTION
                                                 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 AND MODIFIED FOR AGES
                                                 95 AND ABOVE.

                                    OPTION B CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE PLUS THE CASH VALUE AT THE BEGINNING
                                                 OF THE POLICY MONTH; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 APPLICABLE PERCENTAGE OF THE CASH VALUE AS DESCRIBED IN SECTION
                                                 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 AND MODIFIED FOR AGES
                                                 95 AND ABOVE.

                                    OPTION C CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 INSURED'S ATTAINED AGE FACTOR AS SHOWN ON THE POLICY'S DEATH BENEFIT
                                                 OPTION C ATTAINED AGE FACTORS PAGE.

                                    3.       THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH, BEFORE THE DEDUCTION
                                             OF THE MONTHLY COST OF INSURANCE.

                                    IF THE CONTRACT TYPE IS OPTION A OR OPTION C AND IF THERE HAS BEEN AN INCREASE IN THE
                                    FACE AMOUNT, THEN THE CASH VALUE WILL FIRST BE CONSIDERED A PART OF THE FACE AMOUNT
                                    WHEN THE POLICY WAS ISSUED. IF THE CASH VALUE IS GREATER THAN THE INITIAL FACE AMOUNT,
                                    THE EXCESS CASH VALUE WILL THEN BE CONSIDERED A PART OF EACH INCREASE IN ORDER,
                                    STARTING WITH THE FIRST INCREASE.


106009                              6.05
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<PAGE> 25

MONTHLY COST                        AT THE BEGINNING OF EACH POLICY YEAR, THE MONTHLY COST OF INSURANCE RATE IS
OF INSURANCE                        DETERMINED FOR THE INITIAL FACE AMOUNT AND EACH INCREASE IN FACE AMOUNT. THE
RATES                               MONTHLY COST OF INSURANCE RATE IS BASED ON THE ATTAINED AGE, RISK CLASSIFICATION,
                                    AND COMPLETED POLICY YEARS FROM THE EFFECTIVE DATE OF THE INITIAL FACE AMOUNT
                                    AND EACH INCREASE IN FACE AMOUNT. FOR THE INITIAL FACE AMOUNT, WE WILL USE THE
                                    RISK CLASSIFICATION AS OF THE ISSUE DATE. FOR EACH INCREASE, WE WILL USE THE RISK
                                    CLASSIFICATION APPLICABLE TO THE INCREASE. IF THE DEATH BENEFIT EQUALS A PERCENTAGE
                                    OF THE CASH VALUE, ANY INCREASE IN CASH VALUE WILL CAUSE AN AUTOMATIC INCREASE IN
                                    THE DEATH BENEFIT. THE RISK CLASSIFICATION FOR SUCH INCREASE WILL BE THE SAME AS
                                    THAT USED FOR THE MOST RECENT INCREASE, EXCLUDING ANY RIDERS, THAT REQUIRED PROOF
                                    THAT THE INSURED WAS INSURABLE BY OUR STANDARDS.

                                    THE MONTHLY COST OF INSURANCE RATES WILL NEVER EXCEED THE RATES SHOWN ON THE TABLE
                                    OF GUARANTEED MONTHLY COST OF INSURANCE RATES PAGE. ANY CHANGE IN THE COST OF
                                    INSURANCE RATES WILL APPLY TO ALL PERSONS OF THE SAME AGE, AND CLASSIFICATION
                                    WHOSE INITIAL FACE AMOUNTS OR INCREASE IN FACE AMOUNT HAVE BEEN IN FORCE FOR THE
                                    SAME LENGTH OF TIME.

SELECTION AND                       THE SELECTION AND ISSUE EXPENSE CHARGE FOR THE INITIAL FACE AMOUNT OR FOR ANY INCREASE
ISSUE EXPENSE                       IN FACE AMOUNT IS A MONTHLY CHARGE FOR THE FIRST 10 POLICY YEARS OR FOR THE FIRST 10
CHARGE                              POLICY YEARS FOLLOWING ANY INCREASE IN FACE AMOUNT. THIS CHARGE EQUALS THE APPLICABLE
                                    FACE AMOUNT TIMES A SELECTION AND ISSUE EXPENSE CHARGE RATE, DIVIDED BY 1,000. THE
                                    SELECTION AND ISSUE EXPENSE CHARGE IS BASED ON THE INSURED'S ISSUE AGE AND RISK
                                    CLASSIFICATION ON THE EFFECTIVE DATE OF THE INITIAL FACE AMOUNT OR ANY INCREASE IN
                                    FACE AMOUNT. THE SELECTION AND ISSUE EXPENSE CHARGE RATE FOR THE INITIAL FACE AMOUNT
                                    OF THE POLICY WILL NEVER EXCEED THE MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE
                                    SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THE INITIAL FACE AMOUNT. A SELECTION
                                    AND ISSUE EXPENSE CHARGE WILL ALSO BE APPLIED TO ANY INCREASE IN FACE AMOUNT. THIS
                                    CHARGE WILL NEVER EXCEED THE MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE SHOWN
                                    ON THE POLICY SPECIFICATIONS PAGE FOR THAT INCREASE.

MONTHLY POLICY                      A POLICY CHARGE WILL BE DEDUCTED EACH POLICY MONTH FROM THE CASH VALUE. THE AMOUNT
CHARGE                              OF THE MONTHLY POLICY CHARGE WILL NEVER EXCEED THE AMOUNT SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.

MONTHLY                             THE MONTHLY DEDUCTION IS:
DEDUCTION
                                    1.       THE MONTHLY COST OF INSURANCE; PLUS

                                    2.       THE SELECTION AND ISSUE EXPENSE CHARGE MULTIPLIED BY THE FACE AMOUNT
                                             DIVIDED BY 1,000; PLUS

                                    3.       THE MONTHLY POLICY CHARGE; PLUS

                                    4.       THE MONTHLY COST, IF ANY, FOR ANY RIDER INCLUDED WITH THIS POLICY.

                                    THE MONTHLY DEDUCTION FOR A POLICY MONTH WILL BE ALLOCATED AMONG THE GENERAL
                                    ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT
                                    THE CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO
                                    THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN LOAN ACCOUNT ON THE
                                    MONTHLY ANNIVERSARY.

CASH SURRENDER                      THE CASH SURRENDER VALUE OF THIS POLICY IS:
VALUE
                                    1.       THE CASH VALUE AT THE TIME OF SURRENDER; MINUS

                                    2.       ANY LOAN AND LOAN INTEREST ACCRUED; MINUS

                                    3.       ANY UNPAID SELECTION AND ISSUE EXPENSE CHARGE DUE FOR THE REMAINDER OF THE
                                             FIRST POLICY YEAR FOR THE INITIAL FACE AMOUNT AND ANY INCREASE IN FACE
                                             AMOUNT; MINUS

                                    4.       ANY UNPAID MONTHLY POLICY CHARGE DUE FOR THE REMAINDER OF THE FIRST POLICY
                                             YEAR; MINUS

                                    5.       ANY SURRENDER CHARGE.


106009                              6.06
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<PAGE> 26

SURRENDER                           YOU MAY SURRENDER YOUR POLICY FOR ITS CASH SURRENDER VALUE AT ANY TIME DURING THE
                                    LIFETIME OF THE INSURED. WE WILL DETERMINE THE CASH SURRENDER VALUE AS OF THE
                                    DATE WE RECEIVE YOUR WRITTEN REQUEST AT OUR HOME OFFICE. THE CASH SURRENDER VALUE
                                    WILL NOT BE REDUCED BY ANY MONTHLY DEDUCTION DUE ON THAT DATE FOR A SUBSEQUENT
                                    POLICY MONTH.

PARTIAL                             AFTER THE FIRST POLICY YEAR, UPON WRITTEN REQUEST TO US, YOU CAN MAKE A PARTIAL
WITHDRAWALS                         WITHDRAWAL OF CASH SUBJECT TO THE CONDITIONS LISTED BELOW. THE FIRST 12 REQUESTED
                                    PARTIAL WITHDRAWALS OR TRANSFERS PER POLICY YEAR WILL BE ALLOWED FREE OF CHARGE;
                                    THEREAFTER WE MAY IMPOSE A TRANSFER CHARGE NOT TO EXCEED THE MAXIMUM TRANSFER
                                    CHARGE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    NO PARTIAL WITHDRAWAL WILL BE PROCESSED WHICH WILL RESULT IN THE FACE AMOUNT,
                                    EXCLUDING RIDERS, BEING DECREASED BELOW THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.

                                    WE RESERVE THE RIGHT TO CHANGE THE MINIMUM AMOUNT OR THE NUMBER OF TIMES YOU MAY
                                    MAKE A PARTIAL WITHDRAWAL. WE ALSO MAY ASSESS A TRANSACTION CHARGE FOR A
                                    WITHDRAWAL.

                                    IF THE CONTRACT TYPE IS OPTION A OR OPTION C AND THE DEATH BENEFIT EQUALS THE FACE
                                    AMOUNT, THEN A PARTIAL WITHDRAWAL WILL DECREASE THE FACE AMOUNT BY AN AMOUNT EQUAL
                                    TO THE PARTIAL WITHDRAWAL PLUS THE APPLICABLE SURRENDER CHARGE. THIS SURRENDER
                                    CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE PARTIAL WITHDRAWAL WAS ALLOCATED
                                    AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF THE
                                    DEATH BENEFIT EQUALS A PERCENTAGE OF THE CASH VALUE THEN A PARTIAL WITHDRAWAL WILL
                                    DECREASE THE FACE AMOUNT BY ANY AMOUNT BY WHICH THE PARTIAL WITHDRAWAL PLUS THE
                                    APPLICABLE SURRENDER CHARGE EXCEEDS THE DIFFERENCE BETWEEN THE DEATH BENEFIT AND
                                    THE FACE AMOUNT. THE FACE AMOUNT WILL BE DECREASED IN THE FOLLOWING ORDER:

                                    1.       THE FACE AMOUNT AT ISSUE, EXCLUDING RIDERS; AND

                                    2.       ANY INCREASES IN THE SAME ORDER IN WHICH THEY WERE ISSUED.


GENERAL ACCOUNT                     THE MINIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL REQUEST AT ANY ONE TIME MUST BE AT
PARTIAL                             LEAST $500 OF YOUR ACCOUNT.
WITHDRAWALS
                                    -        THE MAXIMUM AMOUNT OF ALL PARTIAL WITHDRAWALS AND TRANSFERS FROM THE
                                             GENERAL ACCOUNT IN A POLICY YEAR WILL BE THE GREATER OF (1) OR (2):

                                             1.  THE CASH SURRENDER VALUE OF THE GENERAL ACCOUNT AT THE BEGINNING OF
                                                 THAT POLICY YEAR MULTIPLIED BY THE WITHDRAWAL PERCENTAGE LIMIT, AS
                                                 SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                             2.  THE PREVIOUS YEAR'S GENERAL ACCOUNT MAXIMUM WITHDRAWAL AMOUNT.

SEPARATE ACCOUNT                    -        THE MINIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL REQUEST AT ANY ONE TIME MUST
PARTIAL                                      BE THE LESSER OF $500 OF A DIVISION OR YOUR ENTIRE BALANCE IN THAT
WITHDRAWALS                                  DIVISION.

                                    -        THE MAXIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL FROM ANY ONE OF THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN A POLICY YEAR WILL BE THE CASH
                                             SURRENDER VALUE OF THAT DIVISION.

ALLOCATION                          YOU MAY ALLOCATE THE PARTIAL WITHDRAWAL PLUS ANY APPLICABLE SURRENDER CHARGE,
OF PARTIAL                          SUBJECT TO THE ABOVE CONDITIONS, AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
WITHDRAWALS                         SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE PARTIAL
                                    WITHDRAWAL WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL
                                    ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE
                                    POLICY, MINUS THE CASH VALUE IN THE LOAN ACCOUNT ON THE DATE OF THE PARTIAL
                                    WITHDRAWAL. IF THE GENERAL ACCOUNT CONDITIONS WILL NOT ALLOW THIS PROPORTIONATE
                                    ALLOCATION, WE WILL REQUEST THAT YOU SPECIFY AN ACCEPTABLE ALLOCATION.


106009                              6.07
(6/98)


<PAGE> 27

PRO RATA                            AFTER THE FIRST POLICY YEAR, UPON WRITTEN REQUEST TO US, YOU CAN MAKE A PRO RATA
SURRENDER                           SURRENDER OF YOUR POLICY. THE PRO RATA SURRENDER CAN BE ANY WHOLE NUMBER PERCENTAGE
                                    OF YOUR POLICY. THE PRO RATA SURRENDER WILL REDUCE THE FACE AMOUNT AND THE CASH
                                    VALUE BY THE PERCENTAGE CHOSEN. THE FACE AMOUNT DECREASE WILL BE SUBJECT TO THE
                                    FOLLOWING CONDITIONS:

                                    1.       THE DECREASE WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR
                                             FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    2.       THE DECREASE WILL REDUCE THE FACE AMOUNT IN THE FOLLOWING ORDER:

                                             A.       THE FACE AMOUNT PROVIDED BY THE MOST RECENT INCREASE;

                                             B.       FACE AMOUNTS PROVIDED BY THE NEXT MOST RECENT INCREASES,
                                                      SUCCESSIVELY; AND

                                             C.       THE FACE AMOUNT WHEN THE POLICY WAS ISSUED.

                                    3.       YOU MAY ALLOCATE THE DECREASE IN CASH VALUE DUE TO THE PRO RATA SURRENDER
                                             PLUS ANY APPLICABLE SURRENDER CHARGE AMONG THE GENERAL ACCOUNT AND THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE
                                             ALLOCATION, THEN THE DECREASE IN CASH VALUE PLUS ANY APPLICABLE
                                             SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE
                                             CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION
                                             BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN THE
                                             LOAN ACCOUNT ON THE DATE OF THE PRO RATA SURRENDER.

                                    A PRO RATA SURRENDER CAN NOT BE PROCESSED IF IT WILL REDUCE THE FACE AMOUNT BELOW
                                    THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE. NO PRO RATA
                                    SURRENDER WILL BE PROCESSED FOR MORE CASH SURRENDER VALUE THAN IS AVAILABLE ON THE
                                    DATE OF THE PRO RATA SURRENDER. A CASH PAYMENT WILL BE MADE TO YOU FOR THE AMOUNT
                                    OF CASH VALUE REDUCTION LESS ANY APPLICABLE SURRENDER CHARGES.

SURRENDER CHARGE                    A SURRENDER CHARGE WILL APPLY UPON SURRENDER, UPON LAPSE, UPON A PARTIAL WITHDRAWAL
                                    THAT REDUCES THE FACE AMOUNT, OR UPON A DECREASE IN FACE AMOUNT FOR UP TO 10 YEARS
                                    FROM THE POLICY'S ISSUE DATE OR FOR UP TO 10 YEARS FOLLOWING THE EFFECTIVE DATE OF
                                    ANY INCREASE IN FACE AMOUNT.

                                    THE SURRENDER CHARGE FOR THE INITIAL FACE AMOUNT IS THE TARGET ANNUAL PREMIUM (BASE
                                    ONLY), SHOWN ON THE POLICY SPECIFICATIONS PAGE, MULTIPLIED BY THE APPLICABLE SURRENDER
                                    CHARGE PERCENTAGE, PLUS THE SURRENDER CHARGE FOR ANY INCREASE IN FACE AMOUNT. THE
                                    SURRENDER CHARGE FOR ANY INCREASE IN FACE AMOUNT IS THE TARGET ANNUAL PREMIUM (BASE
                                    ONLY) FOR THAT INCREASE, SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THAT INCREASE,
                                    MULTIPLIED BY THE APPLICABLE SURRENDER CHARGE PERCENTAGE. THE SURRENDER CHARGE
                                    PERCENTAGE WILL NEVER EXCEED THE MAXIMUM SURRENDER CHARGE PERCENTAGE SHOWN ON
                                    THE SURRENDER CHARGE SCHEDULE PAGE, FOR THE INITIAL FACE AMOUNT AND FOR ANY INCREASE.

                                    THE SURRENDER CHARGES FOR THIS POLICY WILL VARY ON A NON-DISCRIMINATORY BASIS, BASED
                                    ON THE AMOUNT OF PREMIUM PAID, BUT WILL NEVER EXCEED THE MAXIMUM SURRENDER CHARGE
                                    PERCENTAGE SHOWN ON THE SURRENDER CHARGE SCHEDULE PAGE.

                                    A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT. A DECREASE IN FACE
                                    AMOUNT MAY DECREASE SOME OR ALL OF THE INITIAL FACE AMOUNT AND INCREASES IN FACE
                                    AMOUNT AS PROVIDED IN SECTION 5. A PARTIAL WITHDRAWAL MAY CAUSE A DECREASE IN FACE
                                    AMOUNT AS PROVIDED ABOVE AND, THEREFORE, A SURRENDER CHARGE MAY BE TAKEN. IF THE
                                    FACE AMOUNT IS DECREASED BY SOME FRACTION OF ANY PREVIOUS INCREASES IN FACE AMOUNT
                                    AND/OR THE FACE AMOUNT AT ISSUE, THE SURRENDER CHARGE DEDUCTED WILL BE THE PREVIOUSLY
                                    DEFINED SURRENDER CHARGE MULTIPLIED BY THE FRACTION.

                                    THE SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS
                                    OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE
                                    GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE
                                    OF THE POLICY MINUS THE CASH VALUE IN THE LOAN ACCOUNT.


106009                              6.08
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<PAGE> 28

POSTPONEMENT                        WE WILL USUALLY PAY ANY AMOUNTS PAYABLE ON SURRENDER, PARTIAL WITHDRAWAL, OR POLICY
OF PAYMENTS                         LOAN ALLOCATED TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN WITHIN SEVEN DAYS AFTER
OR TRANSFERS                        WRITTEN NOTICE IS RECEIVED. WE WILL USUALLY PAY ANY DEATH BENEFIT PROCEEDS WITHIN
                                    SEVEN DAYS AFTER WE RECEIVE DUE PROOF OF CLAIM. PAYMENT OF ANY AMOUNT PAYABLE, FROM
                                    THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN, ON SURRENDER, PARTIAL WITHDRAWAL, POLICY
                                    LOAN OR DEATH MAY BE POSTPONED WHENEVER:

                                    1.       THE NEW YORK STOCK EXCHANGE IS CLOSED (OTHER THAN CUSTOMARY WEEKEND AND
                                             HOLIDAY CLOSING) OR TRADING ON THE NEW YORK STOCK EXCHANGE IS RESTRICTED
                                             AS DETERMINED BY THE SEC;

                                    2.       THE SEC, BY ORDER, PERMITS POSTPONEMENT FOR THE PROTECTION OF POLICY
                                             OWNERS; OR

                                    3.       AN EMERGENCY EXISTS AS DETERMINED BY THE SEC, AS A RESULT OF WHICH
                                             DISPOSAL OF SECURITIES IS NOT REASONABLY PRACTICABLE OR IT IS NOT
                                             REASONABLY PRACTICABLE TO DETERMINE THE VALUE OF THE NET ASSETS OF
                                             SEPARATE ACCOUNT ELEVEN.

                                    WE MAY DEFER PAYMENT OF THE PORTION OF ANY AMOUNT PAYABLE FROM THE GENERAL ACCOUNT
                                    ON SURRENDER, OR PARTIAL WITHDRAWAL FOR NOT MORE THAN SIX MONTHS. IF WE DEFER
                                    PAYMENT FOR 30 DAYS OR MORE, WE WILL PAY INTEREST AT THE RATE OF 2 1/2% PER YEAR
                                    FOR THE PERIOD OF DEFERMENT.

                                    TRANSFERS MAY ALSO BE POSTPONED UNDER THE CIRCUMSTANCES LISTED ABOVE.

                                    WE MAY DEFER PAYMENT OF THE PORTION OF ANY POLICY LOAN FROM THE GENERAL ACCOUNT FOR
                                    NOT MORE THAN SIX MONTHS. NO PAYMENT FROM THE GENERAL ACCOUNT TO PAY PREMIUMS ON
                                    THIS POLICY WILL BE DEFERRED.

CONTINUATION                        IF ALL PREMIUM PAYMENTS CEASE, THE INSURANCE PROVIDED UNDER THIS POLICY, INCLUDING
OF INSURANCE                        BENEFITS PROVIDED BY ANY RIDER ATTACHED TO THIS POLICY, WILL CONTINUE IN ACCORDANCE
                                    WITH THE PROVISIONS OF THIS POLICY FOR AS LONG AS THE CASH VALUE LESS ANY LOANS,
                                    LOAN INTEREST ACCRUED AND ANY SURRENDER CHARGE IS SUFFICIENT TO COVER THE MONTHLY
                                    DEDUCTIONS.

BASIS OF                            THE MINIMUM CASH VALUES ARE BASED ON 1) THE MINIMUM CASH VALUE MORTALITY TABLE
COMPUTATION                         SHOWN ON THE POLICY SPECIFICATIONS PAGE; AND 2) FOR AMOUNTS ALLOCATED TO THE
                                    GENERAL ACCOUNT, COMPOUND INTEREST AT AN ANNUAL RATE OF NOT LESS THAN THE GENERAL
                                    ACCOUNT CASH VALUE GUARANTEED INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. THERE IS NO MINIMUM CASH VALUE GUARANTEED INTEREST RATE FOR AMOUNTS ALLOCATED
                                    TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN.

                                    NET SINGLE PREMIUMS ARE BASED ON 1) THE 7702 TABLE AS SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE; AND 2) THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE
                                    AS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    ALL VALUES ARE AT LEAST EQUAL TO THOSE REQUIRED BY ANY APPLICABLE LAW OF THE STATE
                                    THAT GOVERNS YOUR POLICY. WE HAVE FILED A DETAILED STATEMENT OF THE METHOD OF
                                    CALCULATING CASH VALUES AND RESERVES WITH THE INSURANCE SUPERVISORY OFFICIAL OF
                                    THAT STATE.


106009                              6.09
(6/98)


<PAGE> 29

<CAPTION>
                                    10. PAYMENT OF POLICY BENEFITS

<C>                                 <S>
PAYMENT                             A LUMP SUM PAYMENT WILL BE MADE AS PROVIDED ON THE FACE PAGE.

INTEREST ON                         WE WILL PAY INTEREST ON PROCEEDS FROM THE DATE OF THE INSURED'S DEATH TO THE DATE
PROCEEDS                            OF PAYMENT. INTEREST WILL BE AT AN ANNUAL RATE DETERMINED BY US, BUT NEVER LESS
                                    THAN THE GUARANTEED INTEREST RATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE.

EXTENDED                            PROVISIONS FOR SETTLEMENT OF PROCEEDS DIFFERENT FROM A LUMP SUM PAYMENT MAY ONLY BE
PROVISIONS                          MADE UPON WRITTEN AGREEMENT WITH US.

</TABLE>

00783                               7.01
(6/98)


<PAGE> 30


               PENSION FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                 PARTICIPATING






                                   General
                                   American
                            LIFE INSURANCE COMPANY
                            13045 TESSON FERRY RD.
                           ST. LOUIS, MISSOURI 63128


100019
(6/98)



<PAGE> 1



         General                                            POLICY NUMBER:
        American
  LIFE INSURANCE COMPANY                                    17,000,001
  13045 TESSON FERRY RD.
ST. LOUIS, MISSOURI 63128                                     INSURED:

                                                            John Doe



               PENSION FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                               NON-PARTICIPATING

Flexible Premiums are payable during the lifetime of the Insured to Attained
Age 100. If the Insured dies while this policy is in force, we will pay the
policy proceeds to the beneficiary. We must receive proof of the Insured's
death. The policy must also be surrendered to us after death occurs. Any
payment will be subject to all of the provisions and conditions on this and
the following pages of this policy.

THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY
INCREASE OR DECREASE UNDER THE CONDITIONS DESCRIBED ON PAGES 4.01 AND 4.02.

THE POLICY'S CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE ACCOUNT
IS BASED ON THE INVESTMENT EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY
INCREASE OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE THE
SEPARATE ACCOUNT PROVISION.

THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT WILL BE CREDITED WITH INTEREST
AT A MINIMUM GUARANTEED RATE AS SHOWN ON THE POLICY SPECIFICATIONS PAGE. WE
MAY CREDIT ADDITIONAL INTEREST IN EXCESS OF THE GUARANTEED RATE. SEE THE
GENERAL ACCOUNT CASH VALUE PROVISION.

                            RIGHT TO EXAMINE POLICY

Please read this policy. You may return this policy to us or to the agent
through whom it was purchased within 20 days from the date you receive it or
within 45 days after the application is signed, whichever period ends later.
If you return it within this period, the policy will be void from the
beginning. We will refund any premium paid.

This policy is a legal contract between the policyowner and General American.
PLEASE READ YOUR CONTRACT CAREFULLY. This cover sheet provides only a brief
outline of some of the important features of your policy. This cover sheet is
not the complete insurance contract and only the actual policy provisions
will control. The policy itself sets forth, in detail, the rights and
obligations of both you and your insurance company. IT IS, THEREFORE,
IMPORTANT THAT YOU READ YOUR POLICY.

Signed for the company at its Home Office, St. Louis, Missouri 63128.
(1-800-638-9294)



    /s/ Robert J. Banstetter                     /s/ Richard A. Liddy
     V.P., GENERAL COUNSEL                        CHAIRMAN, PRESIDENT
         AND SECRETARY                                  AND CEO





100019NP                            0.01
(6/98)


<PAGE> 2


<TABLE>
                       ALPHABETIC GUIDE TO YOUR CONTRACT


<CAPTION>
Page
<C>   <S>
3.07  Addition, Deletion or Substitution
        of Investments
4.04  Allocation of Net Premiums
3.04  Assignments
6.09  Basis of Computation
3.02  Beneficiary
6.06  Cash Surrender Value
6.02  Cash Values
4.02  Change in Contract Type
4.02  Change in Face Amount
3.05  Change of Insured
3.04  Change of Owner or Beneficiary
3.05  Claims of Creditors
3.04  Conformity with Statutes
4.01  Death Benefit
3.01  Definitions
6.02  General Account Cash Value
6.03  General Account Interest Rate
4.04  Grace Period
3.05  Incontestability
7.01  Interest on Proceeds
3.01  Issue Date
6.04  Loan Account Cash Value
6.01  Loans

<CAPTION>
Page
<S>   <C>
3.05  Misstatement of Age and
        Corrections
6.04  Monthly Cost of Insurance
6.06  Monthly Deduction
6.05  Monthly Policy Charge
6.04  Net Investment Factor
4.03  Net Premium
3.02  Owner
6.06  Partial Withdrawals
7.01  Payment of Policy Benefits
4.03  Payment of Premiums
4.02  Policy Changes
4.01  Policy Proceeds
6.08  Postponement of Payments
        or Transfers
4.05  Reinstatement
3.04  Requests for Changes and/or
        Information
6.03  Separate Account Cash Value
3.06  Separate Account Provisions
3.04  Statements in Application
3.05  Suicide Exclusion
6.06  Surrender
3.07  Transfers
</TABLE>

Additional Benefit Riders, Modifications and Amendments, if any, and a Copy
of the Application are found following the final section.

                           NOTICE OF ANNUAL MEETING

The annual meeting for the election of directors and the transaction of other
business for General American Mutual Holding Company is held each year at its
Home Office in St. Louis, Missouri. This meeting is at 11:00 a.m. on the
fourth Thursday in April. General American Mutual Holding Company is a mutual
company owned by its members. Each member is entitled to vote at such
elections and to participate in such meetings.


100019NP                            0.02
(6/98)


<PAGE> 3

1.    POLICY SPECIFICATIONS

                         GENERAL POLICY SPECIFICATIONS

INSURED                                            [JOHN DOE]
POLICY NUMBER                                    [17,000,001]
ISSUE DATE                                  [JANUARY 1, 1998]
FACE AMOUNT                                         [$50,000]
CONTRACT TYPE                                      [OPTION A]
INSURED AGE                                              [35]
SEX                                                    [MALE]
RISK CLASSIFICATION                                 [STANDARD
                                                      SMOKER]

INITIAL PREMIUM PAID                                [$722.50]
PLANNED ANNUAL PREMIUM                              [$722.50]
MINIMUM INITIAL ANNUAL PREMIUM AMOUNT               [$722.50]
QUALIFIED ROLLOVER PREMIUM                            [$0.00]
TARGET PREMIUM                                      [$415.00]
TARGET PREMIUM (BASE ONLY)                          [$415.00]
NO LAPSE ANNUAL PREMIUM                             [$722.50]
NO LAPSE PREMIUM DATE                       [JANUARY 1, 2003]
PREMIUM TAX CHARGE                                       [2%]
FEDERAL TAX CHARGE                                     [1.3%]
MAXIMUM PERCENT OF PREMIUM CHARGE -
   1st YEAR:  UP TO TARGET PREMIUM                      [15%]
              ABOVE TARGET PREMIUM                       [5%]
              QUALIFIED ROLLOVER PREMIUM                 [0%]
   YEARS 2-10                                            [5%]
   YEARS 11+                                             [2%]




FORM               BENEFITS -    AS SPECIFIED IN POLICY
NUMBERS                          AND IN ANY RIDER

                  POLICY PLAN:     PENSION FLEXIBLE PREMIUM
                                   VARIABLE LIFE INSURANCE


100019NP
11214NP
11215NP
11216NP
11217NP
103017NP
104011NP
106009NP
00783NP




11214NP                             1.01


<PAGE> 4


2. POLICY SPECIFICATIONS


GENERAL ACCOUNT CASH VALUE
   GUARANTEED INTEREST RATE                                                [4%]
GENERAL ACCOUNT MAXIMUM
   ALLOCATION PERCENT                                                    [100%]
GENERAL ACCOUNT MAXIMUM
   WITHDRAWAL PERCENT LIMIT                                               [25%]
MAXIMUM MONTHLY COST OF
   INSURANCE FACTOR                                                 [1.0032737]
MAXIMUM DAILY MORTALITY AND
EXPENSE RISK PERCENTAGE:
   YEARS 1-10                                                      [0.0015027%]
   YEARS 11-20                                                     [0.0012301%]
   YEARS 21+                                                       [0.0009572%]
MAXIMUM ANNUAL MORTALITY AND EXPENSE
RISK PERCENTAGE:
   YEARS 1-10                                                           [0.55%]
   YEARS 11-20                                                          [0.45%]
   YEARS 21+                                                            [0.35%]
MAXIMUM MONTHLY POLICY CHARGE:
   1ST YEAR                                                            [$25.00]
   YEARS 2+                                                             [$6.00]
MAXIMUM SELECTION AND ISSUE
   EXPENSE CHARGE RATE:
   YEARS 1-10                                                           [$1.04]
   YEARS 11+                                                               [$0]
MINIMUM FACE AMOUNT                                                   [$50,000]
MINIMUM FACE AMOUNT INCREASE                                           [$2,000]
MINIMUM FACE AMOUNT DECREASE                                           [$2,000]
MAXIMUM FEE FOR PROJECTION OF                                          [$25.00]
   BENEFITS AND VALUES
MAXIMUM TRANSFER CHARGE                                                [$25.00]
GUARANTEED INTEREST RATE ON                                              [4.0%]
   PROCEEDS
7702 TABLE                                            [1980 CSO MORTALITY TABLE
                                                                B FOR A SMOKER,
                                                          AGE NEAREST BIRTHDAY]
BASIS OF COMPUTATION OF MINIMUM                       [1980 CSO MORTALITY TABLE
   CASH VALUES                                                  B FOR A SMOKER,
                                                          AGE NEAREST BIRTHDAY]


IF THE INITIAL PREMIUM PAID AND SUBSEQUENT PREMIUMS PROVE TO BE TOO LOW,
COVERAGE PROVIDED BY THIS POLICY MAY CEASE.



11214NP                             1.02


<PAGE> 5

<TABLE>
                                                     SURRENDER CHARGE SCHEDULE


<CAPTION>
INSURED:                                    JOHN DOE                POLICY NUMBER:                      17,000,001
FACE AMOUNT:                                $100,000                COVERAGE:                                PFPVL
TARGET PREMIUM (Base Only):                  $415.00                EFFECTIVE DATE:                JANUARY 1, 1998


                             MAXIMUM                                                                    MAXIMUM
POLICY                      SURRENDER                                     POLICY                       SURRENDER
MONTH                         CHARGE                                      MONTH                          CHARGE

<S>                          <C>                                           <C>                           <C>
1-60                         45.00%                                         91                           24.17%
 61                          44.58%                                         92                           23.33%
 62                          44.17%                                         93                           22.50%
 63                          43.75%                                         94                           21.67%
 64                          43.33%                                         95                           20.83%
 65                          42.92%                                         96                           20.00%
 66                          42.50%                                         97                           19.17%
 67                          42.08%                                         98                           18.33%
 68                          41.67%                                         99                           17.50%
 69                          41.25%                                        100                           16.67%
 70                          40.83%                                        101                           15.83%
 71                          40.42%                                        102                           15.00%
 72                          40.00%                                        103                           14.17%
 73                          39.17%                                        104                           13.33%
 74                          38.33%                                        105                           12.50%
 75                          37.50%                                        106                           11.67%
 76                          36.67%                                        107                           10.83%
 77                          35.83%                                        108                           10.00%
 78                          35.00%                                        109                            9.17%
 79                          34.17%                                        110                            8.33%
 80                          33.33%                                        111                            7.50%
 81                          32.50%                                        112                            6.67%
 82                          31.67%                                        113                            5.83%
 83                          30.83%                                        114                            5.00%
 84                          30.00%                                        115                            4.17%
 85                          29.17%                                        116                            3.33%
 86                          28.33%                                        117                            2.50%
 87                          27.50%                                        118                            1.67%
 88                          26.67%                                        119                            0.83%
 89                          25.83%                                        120                            0.00%
 90                          25.00%
</TABLE>

11215NP


<PAGE> 6

<TABLE>
                                        TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
                                                        RATES ARE PER $1,000


<CAPTION>
COVERAGE:                                      PFPVL                INSURED:                              JOHN DOE
POLICY NUMBER:                            17,000,001                ISSUE DATE:                    JANUARY 1, 1998


ATTAINED AGE                  RATE                  ATTAINED AGE          RATE              ATTAINED AGE          RATE
<S>                           <C>                        <C>              <C>                   <C>               <C>
    35                        0.21                       57               1.38                   79                8.33
    36                        0.22                       58               1.49                   80                8.93
    37                        0.24                       59               1.61                   81                9.59
    38                        0.26                       60               1.74                   82               10.34
    39                        0.29                       61               1.89                   83               11.17
    40                        0.31                       62               2.06                   84               12.08
    41                        0.35                       63               2.26                   85               13.01
    42                        0.38                       64               2.47                   86               13.98
    43                        0.41                       65               2.70                   87               14.92
    44                        0.45                       66               2.94                   88               15.98
    45                        0.50                       67               3.19                   89               17.00
    46                        0.54                       68               3.45                   90               18.12
    47                        0.58                       69               3.71                   91               19.30
    48                        0.63                       70               4.01                   92               20.57
    49                        0.69                       71               4.34                   93               22.12
    50                        0.75                       72               4.71                   94               24.11
    51                        0.81                       73               5.14                   95               27.07
    52                        0.89                       74               5.62                   96               31.75
    53                        0.97                       75               6.14                   97               39.81
    54                        1.06                       76               6.68                   98               54.78
    55                        1.16                       77               7.22                   99               83.33
    56                        1.27                       78               7.76                  100+               0.00
</TABLE>


THESE RATES ARE FOR THE BASE POLICY AT ISSUE. THEY ARE BASED ON THE 1980
COMMISSIONERS STANDARD ORDINARY MORTALITY TABLE B.



11216NP


<PAGE> 7

<TABLE>
                                            DEATH BENEFIT OPTION C ATTAINED AGE FACTORS


<CAPTION>
COVERAGE:                                      PFPVL                INSURED:                              JOHN DOE
POLICY NUMBER:                            17,000,001                ISSUE DATE:                    JANUARY 1, 1998


ATTAINED                                              ATTAINED                               ATTAINED
  AGE                          RATE                     AGE                RATE                AGE                  RATE
<S>                           <C>                        <C>              <C>                   <C>               <C>
    35                        3.67420                    57               1.93238                79               1.28216
    36                        3.55599                    58               1.88611                80               1.26673
    37                        3.44206                    59               1.84176                81               1.25191
    38                        3.33253                    60               1.79915                82               1.23774
    39                        3.22731                    61               1.75825                83               1.22426
    40                        3.12638                    62               1.71910                84               1.21157
    41                        3.02959                    63               1.68175                85               1.19969
    42                        2.93702                    64               1.64626                86               1.18847
    43                        2.84831                    65               1.61261                87               1.17781
    44                        2.76338                    66               1.58074                88               1.16743
    45                        2.68194                    67               1.55043                89               1.15737
    46                        2.60401                    68               1.52156                90               1.14729
    47                        2.52921                    69               1.49387                91               1.13708
    48                        2.45744                    70               1.46730                92               1.12647
    49                        2.38854                    71               1.44180                93               1.11517
    50                        2.32242                    72               1.41745                94               1.10299
    51                        2.25895                    73               1.39434                95               1.08974
    52                        2.19812                    74               1.37255                96               1.07546
    53                        2.13992                    75               1.35210                97               1.06025
    54                        2.08433                    76               1.33301                98               1.04418
    55                        2.03131                    77               1.31512                99               1.02648
    56                        1.98070                    78               1.29825               100+              1.01000
</TABLE>




11217NP


<PAGE> 8

<TABLE>

<CAPTION>
                                    1. DEFINITIONS IN THIS POLICY

<C>                                 <S>
WE, US AND OUR                      GENERAL AMERICAN LIFE INSURANCE COMPANY.

YOU AND YOUR                        THE OWNER OF THIS POLICY. THE OWNER MAY BE SOMEONE OTHER THAN THE INSURED.

                                    IN THE APPLICATION THE WORDS "YOU" AND "YOUR" REFER TO THE PROPOSED INSURED
                                    PERSON(S).

INSURED                             THE PERSON WHOSE LIFE IS INSURED UNDER THIS POLICY. SEE THE POLICY
                                    SPECIFICATIONS PAGE.

ISSUE AGE                           THE AGE OF EACH INSURED AS OF HIS OR HER NEAREST BIRTHDAY TO THE ISSUE DATE.

ATTAINED AGE                        THE ISSUE AGE PLUS THE NUMBER OF COMPLETED POLICY YEARS. THIS INCLUDES ANY PERIOD DURING
                                    WHICH THIS POLICY WAS LAPSED.

ISSUE DATE                          THE EFFECTIVE DATE OF THE COVERAGE UNDER THIS POLICY WHICH IS THE ISSUE DATE SHOWN
                                    ON THE POLICY SPECIFICATIONS PAGE. IT IS ALSO THE DATE FROM WHICH POLICY
                                    ANNIVERSARIES, POLICY YEARS, AND POLICY MONTHS ARE MEASURED.

INVESTMENT                          THE DATE THE FIRST PREMIUM IS APPLIED TO THE GENERAL ACCOUNT AND/OR THE DIVISIONS
START DATE                          OF SEPARATE ACCOUNT ELEVEN. THIS DATE WILL BE THE LATER OF:

                                    -        THE ISSUE DATE OF THE POLICY; OR

                                    -        THE DATE WE RECEIVE THE FIRST PREMIUM AT OUR HOME OFFICE.

MONTHLY                             THE SAME DATE IN EACH SUCCEEDING MONTH AS THE ISSUE DATE EXCEPT THAT WHENEVER THE
ANNIVERSARY                         MONTHLY ANNIVERSARY FALLS ON A DATE OTHER THAN A VALUATION DATE, THE MONTHLY
                                    ANNIVERSARY WILL BE DEEMED THE NEXT VALUATION DATE. IF ANY MONTHLY ANNIVERSARY
                                    WOULD BE THE 29TH, 30TH, OR 31ST DAY OF A MONTH THAT DOES NOT HAVE THAT NUMBER OF
                                    DAYS, THEN THE MONTHLY ANNIVERSARY WILL BE THE LAST DAY OF THAT MONTH.

GENERAL ACCOUNT                     THE ASSETS HELD BY US, EXCLUDING ANY LOANS, OTHER THAN THOSE ALLOCATED TO THE
                                    DIVISIONS OF SEPARATE ACCOUNT ELEVEN OR ANY OTHER SEPARATE ACCOUNT.

SEPARATE ACCOUNT                    SEPARATE ACCOUNT ELEVEN, A SEPARATE INVESTMENT ACCOUNT CREATED BY US TO RECEIVE AND
                                    INVEST NET PREMIUMS RECEIVED FOR THIS POLICY OR OTHER POLICIES.

LOAN ACCOUNT                        THE ACCOUNT TO WHICH WE WILL TRANSFER FROM THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN THE AMOUNT OF ANY POLICY LOAN.

LOAN SUBACCOUNT                     A LOAN SUBACCOUNT EXISTS FOR THE GENERAL ACCOUNT AND EACH DIVISION OF SEPARATE
                                    ACCOUNT ELEVEN. ANY CASH VALUE TRANSFERRED TO THE LOAN ACCOUNT WILL BE ALLOCATED TO
                                    THE APPROPRIATE LOAN SUBACCOUNT TO REFLECT THE ORIGIN OF THE CASH VALUE. AT ANY
                                    POINT IN TIME, THE LOAN ACCOUNT WILL EQUAL THE SUM OF ALL THE LOAN SUBACCOUNTS.

VALUATION DATE                      EACH DAY THAT THE NEW YORK STOCK EXCHANGE IS OPEN FOR TRADING, WE ARE OPEN FOR
                                    BUSINESS AND THE SEC HAS NOT RESTRICTED TRADING OR DECLARED AN EMERGENCY.

SEC                                 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.


103017NP                            3.01
(6/98)


<PAGE> 9

<CAPTION>
                                    2. PERSONS WITH AN INTEREST IN THE POLICY

<C>                                 <S>
OWNER                               THE OWNER OF THIS POLICY IS AS SHOWN IN THE APPLICATION OR IN ANY SUPPLEMENTAL
                                    AGREEMENT ATTACHED TO THIS POLICY, UNLESS LATER CHANGED AS PROVIDED IN THIS POLICY.
                                    IF THERE IS MORE THAN ONE OWNER AT A GIVEN TIME, ALL MUST EXERCISE THE RIGHTS OF
                                    OWNERSHIP BY JOINT ACTION. OWNERSHIP MAY BE CHANGED IN ACCORDANCE WITH THE CHANGE
                                    OF OWNER OR BENEFICIARY PROVISION.

                                    YOU, AS OWNER, ARE ENTITLED TO EXERCISE ALL OWNERSHIP RIGHTS PROVIDED BY THIS
                                    POLICY, WHILE IT IS IN FORCE. ANY PERSON WHOSE RIGHTS OF OWNERSHIP DEPEND UPON SOME
                                    FUTURE EVENT WILL NOT POSSESS ANY PRESENT RIGHTS OF OWNERSHIP. IF THE OWNER IS A
                                    TRUSTEE(S), WE MAY ACT IN RELIANCE UPON THE WRITTEN REQUEST OF ANY TRUSTEE AND WE
                                    ARE NOT RESPONSIBLE FOR PROPER ADMINISTRATION OF THE TRUST. UNLESS OTHERWISE
                                    PROVIDED, THE FINAL OWNER WILL BE THE ESTATE OF THE LAST OWNER TO DIE.

BENEFICIARY                         THE BENEFICIARY TO RECEIVE THE PROCEEDS IN THE EVENT OF THE INSURED'S DEATH IS
                                    AS SHOWN IN THE APPLICATION OR IN ANY SUPPLEMENTAL AGREEMENT ATTACHED TO THIS
                                    POLICY, UNLESS LATER CHANGED AS PROVIDED IN THE POLICY. YOU MAY CHANGE THE
                                    BENEFICIARY IN ACCORDANCE WITH THE CHANGE OF OWNER OR BENEFICIARY PROVISION. UNLESS
                                    OTHERWISE STATED, THE BENEFICIARY HAS NO RIGHTS IN THIS POLICY BEFORE THE DEATH OF
                                    THE INSURED. IF THERE IS MORE THAN ONE BENEFICIARY AT THE DEATH OF THE INSURED, EACH
                                    WILL RECEIVE EQUAL PAYMENTS UNLESS OTHERWISE PROVIDED. UNLESS YOU PROVIDE OTHERWISE,
                                    IF A BENEFICIARY DIES PRIOR TO THE INSURED'S DEATH, THAT BENEFICIARY'S SHARE WILL BE
                                    PAID TO THE LIVING BENEFICIARIES OF THAT CLASS. THE DECEASED BENEFICIARY'S SHARE
                                    WILL BE PAID IN THE SAME PROPORTION AS THE LIVING BENEFICIARIES' SHARES. IF THERE
                                    ARE NO BENEFICIARIES LIVING WHEN THE INSURED DIES, OR AT THE END OF ANY COMMON
                                    DISASTER PERIOD, THE PROCEEDS (COMMUTED IF REQUIRED) WILL BE PAYABLE TO YOU, IF YOU
                                    ARE LIVING, OR TO YOUR ESTATE.

                                    ANY PAYMENT WE MAKE WILL TERMINATE OUR LIABILITY WITH RESPECT TO SUCH PAYMENT. IF
                                    THE INSURED DESIGNATES SPECIFIC AMOUNTS TO BE PAID TO SPECIFIC BENEFICIARIES AND
                                    THE TOTAL OF THOSE AMOUNTS IS OTHER THAN THE AMOUNT OF PROCEEDS PAYABLE, THE
                                    PROCEEDS PAYABLE WILL BE ADJUSTED AND PAID IN THE SAME PROPORTION AS THE SPECIFIC
                                    AMOUNTS WERE TO BE PAID.

                                    ANY TERM USED IN THE MASCULINE, FEMININE, SINGULAR OR PLURAL, WILL INCLUDE OR BE
                                    THE OPPOSITE GENDER OR NUMBER WHERE NECESSARY.

                                    IF ANY BENEFICIARY DESIGNATION IN THE APPLICATION INCLUDES ANY OF THE FOLLOWING
                                    PROVISIONS, THE TERMS OF THAT PROVISION SHOWN BELOW WILL APPLY:

                                    1.       PER STIRPES. THE SHARE OF A DECEASED BENEFICIARY WILL BE PAID TO THAT
                                             BENEFICIARY'S SURVIVING CHILDREN, EQUALLY.

                                    2.       COMMON DISASTER. WE WILL NOT MAKE PAYMENT UNTIL THE STATED NUMBER OF DAYS
                                             AFTER THE INSURED'S DEATH. IF ANY BENEFICIARY DIES DURING THIS PERIOD,
                                             OR IF THE ORDER OF DEATH OF ANY BENEFICIARY AND THE INSURED CANNOT BE
                                             DETERMINED, WE WILL PAY AS THOUGH SUCH BENEFICIARY DIED FIRST.


                                    3.       TRUST FOR MINOR BENEFICIARY. THE ORIGINAL OR SUCCESSOR TRUSTEE FOR A MINOR
                                             BENEFICIARY WILL SERVE WITHOUT BOND AND EXERCISE ALL RIGHTS AND RECEIVE
                                             ALL PROCEEDS FOR THE MINOR BENEFICIARY. SUCH PROCEEDS WILL BE HELD IN A
                                             SEPARATE TRUST AND USED AT THE TRUSTEE'S DISCRETION FOR SUCH MINOR'S
                                             EDUCATION, SUPPORT, CARE AND GENERAL WELFARE. THE TRUST WILL TERMINATE
                                             AT THE LEGAL AGE OF MAJORITY OR PRIOR DEATH OF THE MINOR BENEFICIARY.
                                             ANY FUNDS THEN HELD BY THE TRUSTEE WILL BE PAID IN ONE SUM TO SUCH
                                             BENEFICIARY OR THE BENEFICIARY'S ESTATE. THE TRUST CAN BE REVOKED BY A
                                             CHANGE OF BENEFICIARY UNDER THE POLICY. PAYMENT TO ANY TRUSTEE WILL
                                             DISCHARGE US TO THE EXTENT OF SUCH PAYMENT.


103017NP                            3.02
(6/98)


<PAGE> 10

                                    4.       TRUST UNDER WILL. WHEN WE RECEIVE AT OUR HOME OFFICE:

                                             A)  CERTIFIED COPIES OF THE LAST WILL AND TESTAMENT OF THE NAMED TESTATOR;
                                                 AND

                                             B)  THE ORDER ADMITTING THE WILL TO PROBATE; AND IF SUCH WILL CREATED A
                                                 TRUST CAPABLE OF RECEIVING PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO THE TRUSTEE.

                                             IF, BEFORE WE RECEIVE THESE DOCUMENTS, SATISFACTORY PROOF IS FURNISHED
                                             THAT:

                                             A)  THE TESTATOR DIED INTESTATE; OR

                                             B)  THE WILL CREATED NO TRUST CAPABLE OF RECEIVING PROCEEDS; OR

                                             C)  THE TESTATOR WAS NOT THE INSURED, BUT SURVIVED THE INSURED;

                                             THEN WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED.

                                             IF WE PAY UNDER ANY OF THESE CONDITIONS, WE WILL BE DISCHARGED TO THE
                                             EXTENT OF SUCH PAYMENT. WE ARE NOT REQUIRED TO CHECK INTO THE VALIDITY,
                                             GENERAL TERMS OR PROPER ADMINISTRATION OF THE TRUST. SUCH TRUSTEE
                                             DESIGNATION WILL NOT AFFECT YOUR RIGHTS UNDER THE POLICY, INCLUDING THE
                                             RIGHT TO CHANGE THE BENEFICIARY.

                                    5.       TRUST UNDER SEPARATE WRITTEN AGREEMENT. WHEN WE RECEIVE AT OUR HOME OFFICE
                                             A WRITTEN STATEMENT FROM THE TRUSTEE NAMED IN THE BENEFICIARY DESIGNATION
                                             THAT:

                                             A)  THE TRUST AGREEMENT IS IN FORCE; AND

                                             B)  THE AGREEMENT PERMITS THE TRUSTEE TO RECEIVE THE PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO THE TRUSTEE.

                                             IF, BEFORE WE RECEIVE THE TRUSTEE'S STATEMENT, SATISFACTORY PROOF IS
                                             FURNISHED THAT:

                                             A)  THE TRUST AGREEMENT IS NOT IN EFFECT; OR

                                             B)  THE AGREEMENT DOES NOT PERMIT THE TRUSTEE TO RECEIVE THE PROCEEDS;

                                             THEN WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED.

                                             IF WE PAY UNDER ANY OF THESE CONDITIONS, WE WILL BE DISCHARGED TO THE
                                             EXTENT OF SUCH PAYMENT. WE ARE ENTITLED TO RELY ON ANY STATEMENTS OR
                                             DOCUMENTS FURNISHED TO US BY THE TRUSTEE AND ARE NOT REQUIRED TO CHECK
                                             INTO THE VALIDITY, GENERAL TERMS OR PROPER ADMINISTRATION OF THE TRUST
                                             AGREEMENT. SUCH TRUSTEE DESIGNATION WILL NOT AFFECT YOUR RIGHTS UNDER
                                             THE POLICY, INCLUDING THE RIGHT TO CHANGE THE BENEFICIARY.

                                    6.       IRREVOCABLE BENEFICIARY. YOU CANNOT CHANGE AN IRREVOCABLE BENEFICIARY
                                             WITHOUT THE WRITTEN CONSENT OF SUCH BENEFICIARY. ALSO, YOU CANNOT
                                             EXERCISE ANY OTHER OWNERSHIP RIGHTS WITHOUT THE CONSENT OF SUCH
                                             BENEFICIARY, IF THE EXERCISE OF SUCH RIGHTS WILL HAVE THE EFFECT OF
                                             DIMINISHING THE RIGHTS AND INTEREST OF THE IRREVOCABLE BENEFICIARY.

                                    7.       CREDITOR BENEFICIARY. PROCEEDS PAYABLE TO ANY CREDITOR BENEFICIARY ARE
                                             LIMITED TO ITS PROVABLE INTEREST. THE BALANCE OF ANY PROCEEDS WILL BE
                                             PAID TO ANY OTHER NAMED BENEFICIARY. IF THERE IS NO OTHER BENEFICIARY
                                             LIVING, WE WILL PAY THE PROCEEDS TO YOU, UNLESS OTHERWISE PROVIDED. YOU
                                             CANNOT CHANGE A CREDITOR BENEFICIARY WITHOUT THE WRITTEN CONSENT OF THE
                                             CREDITOR OR RELEASE OF ITS INTEREST. ALSO, YOU CANNOT EXERCISE ANY OTHER
                                             OWNERSHIP RIGHTS WITHOUT THE CONSENT OF SUCH BENEFICIARY, IF THE
                                             EXERCISE OF SUCH RIGHTS WILL HAVE THE EFFECT OF DIMINISHING THE RIGHTS
                                             AND INTEREST OF THE CREDITOR BENEFICIARY.


103017NP                            3.03
(6/98)


<PAGE> 11

CHANGE OF                           DURING THE INSURED'S LIFETIME YOU MAY CHANGE THE OWNERSHIP AND BENEFICIARY
OWNER OR                            DESIGNATIONS, SUBJECT TO ANY RESTRICTIONS AS STATED IN THE OWNER OR BENEFICIARY
BENEFICIARY                         PROVISIONS. YOU MUST MAKE THE CHANGE IN WRITTEN FORM SATISFACTORY TO US. IF
                                    ACCEPTABLE TO US THE CHANGE WILL TAKE EFFECT AS OF THE TIME YOU SIGNED THE REQUEST,
                                    WHETHER OR NOT THE INSURED IS LIVING WHEN WE RECEIVE YOUR REQUEST AT OUR HOME
                                    OFFICE. THE CHANGE WILL BE SUBJECT TO ANY ASSIGNMENT OF THIS POLICY OR OTHER LEGAL
                                    RESTRICTIONS. IT WILL ALSO BE SUBJECT TO ANY PAYMENT WE MADE OR ACTION WE TOOK
                                    BEFORE WE RECEIVED YOUR WRITTEN NOTICE OF THE CHANGE. WE HAVE THE RIGHT TO REQUIRE THE
                                    POLICY FOR ENDORSEMENT BEFORE WE ACCEPT THE CHANGE.

                                    IF YOU ARE ALSO THE BENEFICIARY OF THE POLICY AT THE TIME OF THE INSURED'S DEATH, YOU
                                    MAY DESIGNATE SOME OTHER PERSON TO RECEIVE THE PROCEEDS OF THE POLICY WITHIN 60 DAYS
                                    AFTER THE INSURED'S DEATH.

ASSIGNMENTS                         WE WILL NOT BE BOUND BY AN ASSIGNMENT OF THE POLICY OR OF ANY INTEREST IN IT
                                    UNLESS:

                                    1.       THE ASSIGNMENT IS MADE AS A WRITTEN INSTRUMENT,

                                    2.       YOU FILE THE ORIGINAL INSTRUMENT OR A CERTIFIED COPY WITH US AT OUR HOME
                                             OFFICE, AND

                                    3.       WE SEND YOU AN ACKNOWLEDGED COPY.

                                    WE ARE NOT RESPONSIBLE FOR DETERMINING THE VALIDITY OF ANY ASSIGNMENT.

                                    IF A CLAIM IS BASED ON AN ASSIGNMENT, WE MAY REQUIRE PROOF OF INTEREST OF THE
                                    CLAIMANT. A VALID ASSIGNMENT WILL TAKE PRECEDENCE OVER ANY CLAIM OF A BENEFICIARY.

                                    THIS ASSIGNMENT PROVISION WILL NOT APPLY WHEN THIS CONTRACT IS SOLD IN A TAX
                                    QUALIFIED PLAN. NO ASSIGNMENT WILL BE PERMITTED IN SUCH CASES.

REQUESTS FOR                        SUBMIT ALL REQUESTS FOR CHANGE AND/OR INFORMATION IN WRITING TO OUR HOME OFFICE -
CHANGES AND/OR                      GENERAL AMERICAN LIFE INSURANCE COMPANY, P.O. BOX 14490, ST. LOUIS, MO 63178.
INFORMATION


<CAPTION>
                                    3. GENERAL PROVISIONS

<C>                                 <S>
THE CONTRACT                        WE HAVE ISSUED THIS POLICY IN CONSIDERATION OF THE APPLICATION AND PAYMENT OF
                                    PREMIUMS. THE POLICY, THE APPLICATION FOR IT, ANY RIDERS AND ANY APPLICATION FOR
                                    AN INCREASE IN FACE AMOUNT CONSTITUTE THE ENTIRE CONTRACT AND ARE ATTACHED TO AND
                                    MADE A PART OF THE POLICY WHEN THE INSURANCE APPLIED FOR IS ACCEPTED. A COPY OF ANY
                                    APPLICATION FOR REINSTATEMENT WILL BE SENT TO YOU FOR ATTACHMENT TO THIS POLICY AND
                                    WILL BECOME PART OF THE CONTRACT OF REINSTATEMENT AND OF THIS POLICY. THE POLICY MAY
                                    BE CHANGED BY MUTUAL AGREEMENT. ANY CHANGE MUST BE IN WRITING AND APPROVED BY OUR
                                    PRESIDENT, VICE-PRESIDENT OR SECRETARY. OUR AGENTS HAVE NO AUTHORITY TO ALTER OR
                                    MODIFY ANY TERMS, CONDITIONS, OR AGREEMENTS OF THIS POLICY, OR TO WAIVE ANY OF ITS
                                    PROVISIONS.

CONFORMITY WITH                     IF ANY PROVISION IN THIS POLICY IS IN CONFLICT WITH THE LAWS OF THE STATE WHICH
STATUTES                            GOVERN THIS POLICY, THE PROVISION WILL BE DEEMED TO BE AMENDED TO CONFORM WITH SUCH
                                    LAWS. IN ADDITION, WE RESERVE THE RIGHT TO CHANGE THIS POLICY IF WE DETERMINE THAT
                                    A CHANGE IS NECESSARY TO CAUSE THIS POLICY TO COMPLY WITH, OR GIVE YOU THE BENEFIT
                                    OF, ANY FEDERAL OR STATE STATUTE, RULE, OR REGULATION, INCLUDING, BUT NOT LIMITED
                                    TO, REQUIREMENTS FOR LIFE INSURANCE CONTRACTS UNDER THE INTERNAL REVENUE CODE, OR
                                    ITS REGULATIONS OR PUBLISHED RULINGS.

STATEMENTS IN                       ALL STATEMENTS MADE BY THE INSURED OR ON HIS OR HER BEHALF, OR BY THE APPLICANT, WILL
APPLICATION                         BE DEEMED REPRESENTATIONS AND NOT WARRANTIES, EXCEPT IN THE CASE OF FRAUD. MATERIAL
                                    MISSTATEMENTS WILL NOT BE USED TO VOID THE POLICY, ANY RIDER OR ANY INCREASE IN
                                    FACE AMOUNT OR DENY A CLAIM UNLESS MADE IN THE APPLICATION FOR A POLICY, A RIDER OR
                                    AN INCREASE IN FACE AMOUNT.


103017NP                            3.04
(6/98)


<PAGE> 12
CLAIMS OF                           TO THE EXTENT PERMITTED BY LAW, NEITHER THE POLICY NOR ANY PAYMENT UNDER IT WILL BE
CREDITORS                           SUBJECT TO THE CLAIMS OF CREDITORS OR TO ANY LEGAL PROCESS.

RIGHT TO EXAMINE                    YOU HAVE THE RIGHT TO REQUEST US TO CANCEL AN INCREASE IN FACE AMOUNT AND RECEIVE A
INCREASE IN                         PREMIUM REFUND. THE REQUEST MUST BE IN WRITING AND MUST BE MADE NO LATER THAN:
FACE AMOUNT
                                    -        20 DAYS FROM THE DATE YOU RECEIVED THE NEW POLICY SPECIFICATIONS PAGE FOR THE
                                             INCREASE; OR

                                    -        45 DAYS AFTER THE DATE YOU SIGNED THE APPLICATION FOR THE INCREASE.

                                    IF YOU DO REQUEST US TO CANCEL THE INCREASE, THE MONTHLY DEDUCTIONS ASSOCIATED WITH
                                    THAT INCREASE WILL BE RESTORED TO THE POLICY'S CASH VALUE. THIS AMOUNT WILL BE
                                    ALLOCATED TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN
                                    THE SAME MANNER AS IT WAS DEDUCTED.

CONVERSION RIGHTS                   WHILE YOUR POLICY IS IN FORCE, YOU HAVE A ONE TIME RIGHT DURING THE FIRST TWO
                                    POLICY YEARS TO TRANSFER ALL OF YOUR CASH VALUE FROM THE DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN TO THE GENERAL ACCOUNT.

                                    IF, AT ANY TIME DURING THE FIRST TWO POLICY YEARS, YOU REQUEST IN WRITING THE
                                    TRANSFER OF THE CASH VALUE HELD IN THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN TO THE
                                    GENERAL ACCOUNT AND YOU INDICATE THAT YOU ARE MAKING THIS TRANSFER IN EXERCISE OF
                                    YOUR CONVERSION RIGHTS, THE TRANSFER WILL NOT BE SUBJECT TO A TRANSFER CHARGE OR
                                    TRANSFER LIMITS, IF ANY. AT THE TIME OF SUCH TRANSFER, THERE WILL NOT BE ANY EFFECT
                                    ON THE POLICY'S DEATH BENEFIT, FACE AMOUNT, NET AMOUNT AT RISK, RATE CLASS OR ISSUE
                                    AGE.

                                    IF YOU EXERCISE YOUR ONE TIME CONVERSION RIGHT, WE WILL AUTOMATICALLY ALLOCATE ALL
                                    FUTURE NET PREMIUMS TO THE GENERAL ACCOUNT.

MISSTATEMENT OF                     IF THERE IS A MISSTATEMENT OF AGE, THE AMOUNT OF THE DEATH BENEFIT WILL BE THAT WHICH
AGE AND                             WOULD BE PURCHASED BY THE MOST RECENT MONTHLY COST OF INSURANCE CHARGE AT THE CORRECT AGE.
CORRECTIONS

                                    IF WE MAKE ANY PAYMENT OR POLICY CHANGES IN GOOD FAITH, RELYING ON OUR RECORDS, OR
                                    EVIDENCE SUPPLIED TO US, OUR DUTY WILL BE FULLY DISCHARGED. WE RESERVE THE RIGHT TO
                                    CORRECT ANY ERRORS IN THE POLICY.

INCONTESTABILITY                    WE CANNOT CONTEST THIS POLICY AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF
                                    THE INSURED FOR TWO YEARS FROM ITS ISSUE DATE. WE CANNOT CONTEST AN INCREASE IN
                                    FACE AMOUNT WITH REGARD TO MATERIAL MISSTATEMENTS MADE CONCERNING SUCH INCREASE
                                    AFTER IT HAS BEEN IN FORCE DURING THE LIFETIME OF THE INSURED FOR TWO YEARS FROM
                                    ITS EFFECTIVE DATE. WE CANNOT CONTEST ANY REINSTATEMENT OF THIS POLICY, WITH REGARD
                                    TO MATERIAL MISSTATEMENTS MADE CONCERNING SUCH REINSTATEMENT, AFTER IT HAS BEEN IN
                                    FORCE DURING THE LIFETIME OF THE INSURED FOR A PERIOD OF TWO YEARS FROM THE DATE WE
                                    APPROVE THE REINSTATEMENT. THIS PROVISION WILL NOT APPLY TO ANY RIDER WHICH CONTAINS
                                    ITS OWN INCONTESTABILITY CLAUSE.

SUICIDE EXCLUSION                   IF THE INSURED DIES BY SUICIDE, WHILE SANE OR INSANE, WITHIN TWO YEARS FROM THE
                                    ISSUE DATE (OR WITHIN THE MAXIMUM PERIOD PERMITTED BY LAW OF THE STATE IN WHICH
                                    THIS POLICY WAS DELIVERED, IF LESS THAN TWO YEARS), THE AMOUNT PAYABLE WILL BE
                                    LIMITED TO THE AMOUNT OF PREMIUMS PAID, LESS ANY OUTSTANDING POLICY LOANS WITH
                                    INTEREST TO THE DATE OF DEATH, AND LESS ANY PARTIAL WITHDRAWALS.

                                    IF THE INSURED, WHILE SANE OR INSANE, COMMITS SUICIDE WITHIN TWO YEARS AFTER THE
                                    EFFECTIVE DATE OF ANY INCREASE IN FACE AMOUNT, THE DEATH BENEFIT FOR THAT INCREASE
                                    WILL BE LIMITED TO THE MONTHLY DEDUCTIONS FOR THE INCREASE.

CHANGE OF                           WHILE THIS POLICY IS IN FORCE, YOU MAY CHANGE THE INSURED. TO DO THIS, YOU MUST
INSURED                             MEET THE REQUIREMENTS ESTABLISHED BY US. ANY RIDER ATTACHED TO THIS POLICY MAY BE
                                    CONTINUED ONLY WITH OUR CONSENT. WE RESERVE THE RIGHT TO CHARGE A NOMINAL FEE FOR
                                    PROCESSING A CHANGE OF INSURED.


103017NP                            3.05
(6/98)


<PAGE> 13

ANNUAL REPORT                       EACH YEAR A REPORT WILL BE SENT TO YOU WHICH SHOWS THE CURRENT POLICY VALUES,
                                    PREMIUMS PAID AND DEDUCTIONS MADE SINCE THE LAST REPORT, AND ANY OUTSTANDING POLICY
                                    LOANS.

PROJECTION OF                       YOU MAY MAKE A WRITTEN REQUEST TO US FOR A PROJECTION OF ILLUSTRATIVE FUTURE CASH
BENEFITS AND                        VALUES AND DEATH BENEFITS. IF REQUESTED MORE THAN ONCE PER POLICY YEAR, THIS
VALUES                              PROJECTION WILL BE FURNISHED TO YOU FOR A NOMINAL FEE. THIS FEE WILL NOT EXCEED THE
                                    MAXIMUM FEE FOR PROJECTION OF BENEFITS AND VALUES SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.

<CAPTION>
                                    4. SEPARATE ACCOUNT PROVISIONS

<C>                                 <S>
SEPARATE ACCOUNT                    THE VARIABLE BENEFITS UNDER THIS POLICY ARE PROVIDED THROUGH INVESTMENTS IN
                                    SEPARATE ACCOUNT ELEVEN. THIS ACCOUNT IS USED FOR FLEXIBLE PREMIUM VARIABLE LIFE
                                    INSURANCE POLICIES AND, IF PERMITTED BY LAW, MAY BE USED FOR OTHER POLICIES OR
                                    CONTRACTS AS WELL.

                                    WE HOLD THE ASSETS OF SEPARATE ACCOUNT ELEVEN. THESE ASSETS ARE HELD SEPARATELY
                                    FROM THE ASSETS HELD IN THE GENERAL ACCOUNT. INCOME, GAINS AND LOSSES---WHETHER OR
                                    NOT REALIZED---FROM ASSETS ALLOCATED TO SEPARATE ACCOUNT ELEVEN WILL BE CREDITED TO
                                    OR CHARGED AGAINST THE ACCOUNT WITHOUT REGARD TO OUR OTHER INCOME, GAINS OR LOSSES.

                                    THE PORTION OF THE ASSETS HELD BY SEPARATE ACCOUNT ELEVEN EQUAL TO THE RESERVES AND
                                    OTHER POLICY LIABILITIES WITH RESPECT TO SEPARATE ACCOUNT ELEVEN WILL NOT BE
                                    CHARGED WITH LIABILITIES THAT ARISE FROM ANY OTHER BUSINESS WE MAY CONDUCT. WE HAVE
                                    THE RIGHT TO TRANSFER TO OUR GENERAL ACCOUNT ANY ASSETS OF SEPARATE ACCOUNT ELEVEN
                                    WHICH ARE IN EXCESS OF THE RESERVES AND OTHER POLICY LIABILITIES OF SEPARATE
                                    ACCOUNT ELEVEN.

                                    SEPARATE ACCOUNT ELEVEN IS REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                    AS A UNIT INVESTMENT TRUST UNDER THE INVESTMENT COMPANY ACT OF 1940. SEPARATE
                                    ACCOUNT ELEVEN IS ALSO SUBJECT TO THE LAWS OF THE STATE OF MISSOURI, WHICH REGULATE
                                    THE OPERATIONS OF INSURANCE COMPANIES INCORPORATED IN MISSOURI. THE INVESTMENT
                                    POLICY OF SEPARATE ACCOUNT ELEVEN WILL NOT BE CHANGED WITHOUT THE APPROVAL OF THE
                                    INSURANCE COMMISSIONER OF THE STATE OF MISSOURI. THE APPROVAL PROCESS IS ON FILE
                                    WITH THE INSURANCE COMMISSIONER OF THE STATE IN WHICH THIS POLICY WAS DELIVERED.

DIVISIONS                           SEPARATE ACCOUNT ELEVEN HAS SEVERAL DIVISIONS. EACH DIVISION INVESTS IN A
                                    CORRESPONDING INVESTMENT PORTFOLIO FROM ONE OR MORE REGISTERED INVESTMENT
                                    COMPANIES.

                                    INCOME, GAINS AND LOSSES---WHETHER OR NOT REALIZED---FROM THE ASSETS OF EACH
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN ARE CREDITED TO OR CHARGED AGAINST THAT
                                    DIVISION WITHOUT REGARD TO INCOME, GAINS OR LOSSES IN OTHER DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN OR IN THE GENERAL ACCOUNT.

                                    WE WILL VALUE THE ASSETS OF EACH DIVISION OF SEPARATE ACCOUNT ELEVEN AT THE END OF
                                    EACH VALUATION PERIOD. A VALUATION PERIOD IS THE PERIOD BETWEEN TWO SUCCESSIVE
                                    VALUATION DATES. A VALUATION DATE IS ANY DAY THAT BENEFITS VARY AND ON WHICH THE
                                    NEW YORK STOCK EXCHANGE AND OUR HOME OFFICE ARE OPEN FOR BUSINESS OR ANY OTHER DAY
                                    THAT MAY BE REQUIRED BY ANY APPLICABLE SECURITIES AND EXCHANGE COMMISSION RULES AND
                                    REGULATIONS.


103017NP                            3.06
(6/98)


<PAGE> 14

TRANSFERS                           YOU MAY TRANSFER AMOUNTS AS FOLLOWS:

                                    -        BETWEEN THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN;
                                             OR

                                    -        AMONG THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN.

                                    -        THE FIRST 12 REQUESTED TRANSFERS AND/OR PARTIAL WITHDRAWALS PER POLICY
                                             YEAR WILL BE ALLOWED FREE OF CHARGE; THEREAFTER WE MAY IMPOSE A TRANSFER
                                             CHARGE NOT TO EXCEED THE MAXIMUM TRANSFER CHARGE SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE.

                                    THESE TRANSFERS WILL BE SUBJECT TO THE FOLLOWING CONDITIONS:

                                    -        WE MUST RECEIVE A REQUEST FOR TRANSFER IN A FORM ACCEPTABLE TO US.

                                    -        TRANSFERS FROM OR AMONG THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN MUST BE
                                             AT LEAST $500.00 OR THE ENTIRE AMOUNT YOU HAVE IN A DIVISION, IF SMALLER.

                                    -        TRANSFERS AND/OR PARTIAL WITHDRAWALS FROM THE GENERAL ACCOUNT TO THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN MUST BE AT LEAST $500.00. THE
                                             MAXIMUM AMOUNT OF ALL TRANSFERS AND PARTIAL WITHDRAWALS FROM THE GENERAL
                                             ACCOUNT IN ANY POLICY YEAR WILL BE THE GREATER OF (1) OR (2):

                                             1.  THE CASH SURRENDER VALUE OF THE GENERAL ACCOUNT AT THE BEGINNING OF
                                                 THAT POLICY YEAR MULTIPLIED BY THE GENERAL ACCOUNT MAXIMUM
                                                 WITHDRAWAL PERCENT LIMIT, AS SHOWN ON THE POLICY SPECIFICATIONS
                                                 PAGE.

                                             2.  THE PREVIOUS YEAR'S GENERAL ACCOUNT MAXIMUM WITHDRAWAL AMOUNT.

                                    -        THE GENERAL ACCOUNT CASH VALUE IMMEDIATELY AFTER ANY TRANSFER IN TO THE
                                             GENERAL ACCOUNT CANNOT EXCEED 1., BELOW, MULTIPLIED BY 2., BELOW:

                                             1.  THE GENERAL ACCOUNT CASH VALUE PLUS THE SEPARATE ACCOUNT CASH VALUE.

                                             2.  THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AS SHOWN ON THE POLICY
                                                 SPECIFICATIONS PAGE.

                                    WE MAY REVOKE OR MODIFY THE TRANSFER PRIVILEGE AT ANY TIME, INCLUDING THE MINIMUM
                                    AMOUNT TRANSFERABLE, THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT, AND THE
                                    TRANSFER CHARGE, IF ANY.

ADDITION, DELETION                  WE RESERVE THE RIGHT, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW, TO MAKE ADDITIONS
OR SUBSTITUTION                     TO, DELETIONS FROM, OR SUBSTITUTIONS FOR THE SHARES OF A FUND THAT ARE HELD BY
OF INVESTMENTS                      SEPARATE ACCOUNT ELEVEN OR THAT SEPARATE ACCOUNT ELEVEN MAY PURCHASE. WE RESERVE
                                    THE RIGHT TO ELIMINATE THE SHARES OF ANY OF THE FUNDS OF THIS POLICY AND TO
                                    SUBSTITUTE SHARES OF ANOTHER FUND OF A REGISTERED INVESTMENT COMPANY, IF THE SHARES
                                    OR FUNDS ARE NO LONGER AVAILABLE FOR INVESTMENT OR IF IN OUR JUDGEMENT, FURTHER
                                    INVESTMENT IN ANY FUND SHOULD BECOME INAPPROPRIATE IN VIEW OF THE PURPOSE OF THE
                                    POLICY. WE WILL NOT SUBSTITUTE ANY SHARES ATTRIBUTABLE TO THE OWNER'S INTEREST IN A
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN WITHOUT NOTICE TO THE OWNER AND COMPLIANCE WITH
                                    THE INVESTMENT COMPANY ACT OF 1940. THIS WILL NOT PREVENT SEPARATE ACCOUNT ELEVEN
                                    FROM PURCHASING OTHER SECURITIES FOR OTHER SERIES OR CLASSES OF POLICIES, OR FROM
                                    PERMITTING CONVERSION BETWEEN SERIES OR CLASSES OF POLICIES OR CONTRACTS ON THE
                                    BASIS OF REQUESTS MADE BY OWNERS.

                                    WE RESERVE THE RIGHT TO ESTABLISH ADDITIONAL DIVISIONS OF SEPARATE ACCOUNT ELEVEN
                                    WHICH WOULD INVEST IN SHARES OF REGISTERED INVESTMENT COMPANIES AND TO MAKE SUCH
                                    DIVISIONS AVAILABLE TO SUCH CLASS OR SERIES OF POLICIES AS WE DEEM APPROPRIATE. WE
                                    ALSO RESERVE THE RIGHT TO ELIMINATE OR COMBINE EXISTING DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN OR TO TRANSFER ASSETS BETWEEN DIVISIONS.

                                    IF WE CONSIDER IT TO BE IN THE BEST INTEREST OF PERSONS HAVING VOTING RIGHTS UNDER
                                    THE POLICIES, SEPARATE ACCOUNT ELEVEN MAY BE OPERATED AS A MANAGEMENT COMPANY UNDER
                                    THE INVESTMENT COMPANY ACT OF 1940; IT MAY BE DEREGISTERED UNDER THAT ACT IN THE
                                    EVENT REGISTRATION IS NO LONGER REQUIRED; IT MAY BE COMBINED WITH OTHER SEPARATE
                                    ACCOUNTS; OR ITS ASSETS MAY BE TRANSFERRED TO OTHER SEPARATE ACCOUNTS.


103017NP                            3.07
(6/98)


<PAGE> 15

<CAPTION>
                                    5. POLICY BENEFITS

<C>                                 <S>
POLICY PROCEEDS                     THE POLICY PROCEEDS ARE:

                                    1.       THE DEATH BENEFIT UNDER THE CONTRACT TYPE THEN IN EFFECT; PLUS

                                    2.       THE MONTHLY COST OF INSURANCE FOR THE PORTION OF THE POLICY MONTH FROM THE
                                             DATE OF DEATH TO THE END OF THE POLICY MONTH OF DEATH; MINUS

                                    3.       ANY PAYMENT DUE UNDER THE GRACE PERIOD PROVISION AS OF THE DATE OF
                                             DEATH; MINUS

                                    4.       ANY LOAN AND LOAN INTEREST DUE.

DEATH BENEFIT                       PRIOR TO THE INSURED'S ATTAINED AGE 100, THE DEATH BENEFIT DEPENDS UPON THE
                                    CONTRACT TYPE IN EFFECT ON THE DATE OF THE INSURED'S DEATH. THE CONTRACT TYPE
                                    IN EFFECT IS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    OPTION A CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT; OR

                                    2.       THE APPLICABLE PERCENTAGE OF THE CASH VALUE ON THE DATE OF DEATH AS DESCRIBED
                                             IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 OR ANY APPLICABLE
                                             SUCCESSOR PROVISION AND MODIFIED FOR AGES 95 AND ABOVE.

                                    OPTION B CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT PLUS THE CASH VALUE ON THE DATE OF DEATH; OR

                                    2.       THE APPLICABLE PERCENTAGE OF THE CASH VALUE ON THE DATE OF DEATH AS
                                             DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 OR
                                             ANY APPLICABLE SUCCESSOR PROVISION AND MODIFIED FOR AGES 95 AND ABOVE.

                                    OPTION C CONTRACT TYPE:

                                    THE DEATH BENEFIT IS THE GREATER OF:

                                    1.       THE FACE AMOUNT; OR

                                    2.       THE CASH VALUE ON THE DATE OF DEATH MULTIPLIED BY THE APPLICABLE ATTAINED
                                             AGE FACTOR AS SHOWN ON THE POLICY'S DEATH BENEFIT OPTION C ATTAINED AGE
                                             FACTORS PAGE.

                                    NOTWITHSTANDING ANYTHING IN THIS POLICY, THE DEATH BENEFIT WILL IN NO CASE BE LESS
                                    THAN THE AMOUNT NECESSARY TO CAUSE THE POLICY TO MEET THE REQUIREMENTS FOR THE
                                    DEFINITION OF LIFE INSURANCE UNDER THE INTERNAL REVENUE CODE OF 1986 OR ANY
                                    APPLICABLE SUCCESSOR PROVISION.

APPLICABLE                          THE PERCENTAGES AS CURRENTLY DESCRIBED IN SECTION 7702(D) OF THE INTERNAL REVENUE
PERCENTAGE:                         CODE OF 1986 AND MODIFIED FOR AGES 95 AND ABOVE ARE AS FOLLOWS:

<CAPTION>
                                    IN THE CASE OF AN INSURED WITH AN               THE APPLICABLE PERCENTAGE WILL
                                    ATTAINED AGE AS OF THE BEGINNING                DECREASE BY A RATABLE PORTION
                                    OF THE CONTRACT YEAR OF:                        FOR EACH FULL YEAR:

                                    MORE THAN:         BUT NOT MORE THAN:            FROM:                  TO:
<S>                                                    <C>                           <C>                  <C>
                                           0                    40                    250                   250
                                          40                    45                    250                   215
                                          45                    50                    215                   185
                                          50                    55                    185                   150
                                          55                    60                    150                   130
                                          60                    65                    130                   120
                                          65                    70                    120                   115
                                          70                    75                    115                   105
                                          75                    90                    105                   105
                                          90                    95                    105                   101
                                          95  OR                                      101
                                              HIGHER




104011NP                            4.01
(6/98)


<PAGE> 16

<C>                                 <S>
CONTINUATION                        IF THIS POLICY IS IN FORCE BEYOND THE INSURED'S ATTAINED AGE 100, THE DEATH BENEFIT
OF THE POLICY                       WILL BE 101% OF THE POLICY'S CASH VALUE.
BEYOND ATTAINED
AGE 100                             PLEASE NOTE: THIS POLICY MAY NOT QUALIFY AS LIFE INSURANCE AFTER THE INSURED'S
                                    ATTAINED AGE 100 AND MAY BE SUBJECT TO TAX CONSEQUENCES. PLEASE CONSULT A TAX
                                    ADVISER PRIOR TO CONTINUING THE POLICY BEYOND THE INSURED'S ATTAINED AGE 100.
                                    IT IS POSSIBLE THAT INSURANCE COVERAGE MAY NOT CONTINUE EVEN IF PLANNED PREMIUMS
                                    ARE PAID IN A TIMELY MANNER.

POLICY CHANGES                      YOU MAY REQUEST POLICY CHANGES AT ANY TIME UNLESS WE SPECIFICALLY INDICATE
                                    OTHERWISE. WE LIMIT THE NUMBER OF CHANGES TO ONE PER POLICY YEAR, AND WE DO NOT
                                    PERMIT CHANGES IN THE FIRST POLICY YEAR. THE TYPES OF CHANGES ALLOWED ARE EXPLAINED
                                    BELOW.

                                    NO CHANGE WILL BE PERMITTED THAT WOULD RESULT IN THIS POLICY NOT SATISFYING THE
                                    DEFINITION OF LIFE INSURANCE UNDER THE INTERNAL REVENUE CODE OF 1986 OR ANY
                                    APPLICABLE SUCCESSOR PROVISION.

CHANGE IN                           THE FACE AMOUNT MAY BE CHANGED BY SENDING US A WRITTEN REQUEST.
FACE AMOUNT
                                    ANY DECREASE IN FACE AMOUNT WILL BE SUBJECT TO THE FOLLOWING CONDITIONS:

                                    1.       THE DECREASE WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR
                                             FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    2.       THE DECREASE WILL REDUCE THE FACE AMOUNT IN THE FOLLOWING ORDER;

                                             A.       THE FACE AMOUNT PROVIDED BY THE MOST RECENT INCREASE;

                                             B.       FACE AMOUNTS PROVIDED BY THE NEXT MOST RECENT INCREASES,
                                                      SUCCESSIVELY; AND

                                             C.       THE FACE AMOUNT WHEN THE POLICY WAS ISSUED.

                                    3.       THE FACE AMOUNT REMAINING IN FORCE AFTER ANY REQUESTED DECREASE MAY NOT BE
                                             LESS THAN THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    4.       ANY DECREASE MUST BE AT LEAST THE MINIMUM FACE AMOUNT DECREASE AS SHOWN ON
                                             THE POLICY SPECIFICATIONS PAGE.

                                    A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT AS EXPLAINED IN THE
                                    SURRENDER CHARGE PROVISION.

                                    AFTER THE FIRST POLICY ANNIVERSARY, YOU CAN INCREASE THE FACE AMOUNT SUBJECT TO THE
                                    FOLLOWING CONDITIONS:

                                    1.       PROOF THAT THE INSURED IS INSURABLE BY OUR STANDARDS ON THE DATE OF THE
                                             REQUESTED INCREASE MUST BE SUBMITTED.

                                    2.       THE INCREASE, IF APPROVED BY US, WILL BECOME EFFECTIVE ON THE MONTHLY
                                             ANNIVERSARY ON OR FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    3.       ANY INCREASE MUST BE AT LEAST THE MINIMUM FACE AMOUNT INCREASE AS SHOWN
                                             ON THE POLICY SPECIFICATIONS PAGE.

                                    4.       THE INSURED MUST HAVE AN ATTAINED AGE NOT GREATER THAN AGE 80 ON THE POLICY
                                             ANNIVERSARY THAT THE INCREASE WILL BECOME EFFECTIVE.

                                    WE WILL AMEND YOUR POLICY TO SHOW THE EFFECTIVE DATE OF THE DECREASE OR INCREASE.

CHANGE IN                           IF THE CONTRACT TYPE IN EFFECT IS OPTION A OR OPTION B, YOU MAY CHANGE THE CONTRACT
CONTRACT TYPE                       TYPE BY SENDING US A WRITTEN REQUEST. THE EFFECTIVE DATE OF THE CHANGE WILL BE THE
                                    MONTHLY ANNIVERSARY ON OR FOLLOWING THE DATE WE RECEIVE YOUR REQUEST. ON THE
                                    EFFECTIVE DATE OF THIS CHANGE THE DEATH BENEFIT PAYABLE DOES NOT CHANGE, BUT THE
                                    FACE AMOUNT MAY CHANGE.

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION B, YOU MAY CHANGE IT TO OPTION A. THE FACE
                                    AMOUNT WILL BE INCREASED TO EQUAL THE DEATH BENEFIT ON THE EFFECTIVE DATE OF
                                    CHANGE. THE CONTRACT TYPE CANNOT BE CHANGED FROM OPTION B TO OPTION C.


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<PAGE> 17

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION A, YOU MAY CHANGE IT TO OPTION B. PROOF
                                    THAT THE INSURED IS INSURABLE BY OUR STANDARDS ON THE DATE OF THE CHANGE MUST BE
                                    SUBMITTED. THE FACE AMOUNT WILL BE DECREASED TO EQUAL THE DEATH BENEFIT LESS THE
                                    CASH VALUE ON THE EFFECTIVE DATE OF CHANGE. THIS CHANGE MAY NOT BE MADE IF IT WOULD
                                    RESULT IN A FACE AMOUNT WHICH IS LESS THAN THE MINIMUM FACE AMOUNT SHOWN ON THE
                                    POLICY SPECIFICATIONS PAGE. A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE
                                    AMOUNT AS EXPLAINED IN THE SURRENDER CHARGE PROVISION. THE CONTRACT TYPE CANNOT BE
                                    CHANGED FROM OPTION A TO OPTION C.

                                    IF THE CONTRACT TYPE IN EFFECT IS OPTION C, THE CONTRACT TYPE CANNOT BE CHANGED.

<CAPTION>
                                    6. PREMIUMS AND GRACE PERIOD

<C>                                 <S>
PAYMENT OF PREMIUMS                 YOUR FIRST PREMIUM IS DUE AS OF THE ISSUE DATE. WHILE INSURED IS LIVING, PREMIUMS
                                    AFTER THE FIRST MUST BE PAID AT OUR HOME OFFICE. A PREMIUM RECEIPT WILL BE FURNISHED
                                    UPON REQUEST. IF THIS POLICY IS IN YOUR POSSESSION AND YOU HAVE NOT PAID THE FIRST
                                    PREMIUM, IT IS NOT IN FORCE. IT WILL BE CONSIDERED THAT YOU HAVE THE POLICY FOR
                                    INSPECTION ONLY.

                                    PREMIUMS MAY BE PAID IN ANY AMOUNT AND AT ANY INTERVAL SUBJECT TO THE FOLLOWING
                                    CONDITIONS:

                                    1.       AT THE END OF THE FIRST POLICY YEAR, YOUR TOTAL PREMIUM PAYMENTS FOR THIS
                                             POLICY MUST BE GREATER THAN OR EQUAL TO THE MINIMUM INITIAL ANNUAL PREMIUM
                                             AMOUNT AS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    2.       ANY SUBSEQUENT PREMIUM PAYMENT MUST BE AT LEAST $10.00.

                                    3.       TOTAL PREMIUMS PAID IN ANY POLICY YEAR FOR POLICIES ISSUED WITH THE OPTION
                                             A OR B CONTRACT TYPE MAY NOT EXCEED AN AMOUNT THAT WOULD CAUSE THE
                                             POLICY TO FAIL THE DEFINITION OF LIFE INSURANCE AS DEFINED BY SECTION
                                             7702 OF THE INTERNAL REVENUE CODE OF 1986, OR ANY APPLICABLE SUCCESSOR
                                             PROVISION THERETO. THE MAXIMUM PREMIUM LIMIT FOR THE FOLLOWING POLICY
                                             YEAR WILL BE SHOWN ON YOUR ANNUAL REPORT.

                                    ON ANY DATE THAT WE RECEIVE A PREMIUM WHICH CAUSES THE DEATH BENEFIT UNDER ANY OF
                                    THE CONTRACT TYPES TO INCREASE BY AN AMOUNT THAT EXCEEDS THAT PREMIUM RECEIVED, WE
                                    RESERVE THE RIGHT TO REFUSE THAT PREMIUM PAYMENT. WE MAY REQUIRE ADDITIONAL
                                    EVIDENCE OF INSURABILITY BEFORE WE ACCEPT THE PREMIUM.

NET PREMIUM                         THE NET PREMIUM IS:

                                    1.       THE PREMIUM PAID; MINUS

                                    2.       THE PREMIUM PAID MULTIPLIED BY THE PREMIUM TAX CHARGE AS SHOWN ON THE
                                             POLICY SPECIFICATIONS PAGE; MINUS

                                    3.       THE PREMIUM PAID MULTIPLIED BY THE FEDERAL TAX CHARGE AS SHOWN ON THE
                                             POLICY SPECIFICATIONS PAGE; MINUS

                                    4.       THE PREMIUM PAID MULTIPLIED BY THE APPLICABLE PERCENT OF PREMIUM CHARGE.

PREMIUM TAX                         A CHARGE WILL BE DEDUCTED FOR PREMIUM TAXES FROM EACH PREMIUM SUBMITTED. THE
CHARGE                              CURRENT CHARGE, AS A PERCENT OF THE PREMIUM, IS SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. WE RESERVE THE RIGHT TO CHANGE THE PREMIUM TAX CHARGE DUE TO RATE CHANGES OF
                                    THE GOVERNING JURISDICTION. WE WILL AMEND YOUR POLICY TO SHOW THE CURRENT PREMIUM
                                    TAX RATE, IF CHANGED.

FEDERAL TAX                         A CHARGE WILL BE DEDUCTED FOR FEDERAL TAXES FROM EACH PREMIUM SUBMITTED. THE
CHARGE                              CURRENT CHARGE, AS A PERCENT OF THE PREMIUM, IS SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. WE RESERVE THE RIGHT TO CHANGE THE FEDERAL TAX CHARGE TO REFLECT A CHANGE IN
                                    THE FEDERAL TAX LAW. WE WILL AMEND YOUR POLICY TO SHOW THE CURRENT FEDERAL TAX
                                    CHARGE, IF CHANGED.


104011NP                            4.03
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<PAGE> 18
PERCENT OF                          A CHARGE WILL BE DEDUCTED FROM EACH PREMIUM SUBMITTED. THE MAXIMUM PERCENT OF
PREMIUM CHARGE                      PREMIUM CHARGES ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    THE PERCENT OF PREMIUM CHARGE WILL VARY, ON A NON-DISCRIMINATORY BASIS, BASED ON
                                    THE AMOUNT OF PREMIUM PAID, BUT WILL NEVER EXCEED THE MAXIMUM PERCENT OF PREMIUM
                                    CHARGES SHOWN ON THE POLICY SPECIFICATIONS PAGE.

ALLOCATION OF                       YOU DETERMINE THE ALLOCATION OF NET PREMIUMS AMONG THE GENERAL ACCOUNT AND THE
NET PREMIUMS                        DIVISIONS OF SEPARATE ACCOUNT ELEVEN. FOR ANY CHOSEN ALLOCATION THE MINIMUM
                                    PERCENTAGE THAT MAY BE ALLOCATED IS 5% OF THE NET PREMIUM. PERCENTAGES MUST BE IN
                                    WHOLE NUMBERS. THE GENERAL ACCOUNT CASH VALUE IMMEDIATELY AFTER PAYMENT OF THE
                                    PREMIUM CANNOT EXCEED 1., BELOW, MULTIPLIED BY 2., BELOW:

                                    1.       THE GENERAL ACCOUNT CASH VALUE PLUS THE SEPARATE ACCOUNT CASH VALUE.

                                    2.       THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AS SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE.

                                    THE INITIAL ALLOCATION IS SHOWN ON THE APPLICATION, A COPY OF WHICH IS ATTACHED. WE
                                    MAY MODIFY THE GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT AT ANY TIME.

                                    FOR ANY PREMIUM RECEIVED DURING THE "RIGHT TO EXAMINE POLICY" PERIOD, WE WILL
                                    INITIALLY ALLOCATE THE NET PREMIUM TO THE DIVISION THAT INVESTS EXCLUSIVELY IN
                                    SHARES OF OUR MONEY MARKET FUND UNLESS PROHIBITED BY STATE LAW. WHEN THIS PERIOD
                                    EXPIRES, CASH VALUE IN THAT DIVISION WILL BE TRANSFERRED TO THE GENERAL ACCOUNT AND
                                    THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ACCORDING TO THE ALLOCATION PERCENTAGES
                                    SHOWN ON THE APPLICATION, A COPY OF WHICH IS ATTACHED. FOR ANY PREMIUM RECEIVED
                                    AFTER THE "RIGHT TO EXAMINE POLICY" PERIOD, THE NET PREMIUM WILL BE ALLOCATED
                                    ACCORDING TO THE ALLOCATION PERCENTAGES SHOWN ON THE POLICY SPECIFICATIONS PAGE OR
                                    YOUR MOST RECENT ALLOCATION INSTRUCTIONS RECEIVED BY US.

YOUR RIGHT                          YOU MAY CHANGE THE ALLOCATION OF FUTURE NET PREMIUMS AMONG THE GENERAL ACCOUNT
TO CHANGE                           AND/OR THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN SUBJECT TO THE CONDITIONS OUTLINED
ALLOCATION                          IN THE ALLOCATION OF THE NET PREMIUMS PROVISION. THE CHANGE IN ALLOCATION
                                    PERCENTAGES WILL TAKE EFFECT IMMEDIATELY UPON OUR RECEIPT OF YOUR WRITTEN REQUEST.

NO-LAPSE PERIOD                     IF, ON A MONTHLY ANNIVERSARY DAY PRIOR TO THE NO LAPSE PREMIUM DATE, THE SUM OF ALL
                                    PREMIUMS PAID ON THIS POLICY, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY
                                    OUTSTANDING LOAN BALANCE, IS GREATER THAN OR EQUAL TO THE SUM OF THE NO LAPSE
                                    MONTHLY PREMIUMS FOR THE ELAPSED MONTHS SINCE THE ISSUE DATE, THIS POLICY WILL NOT
                                    LAPSE AS A RESULT OF A CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY
                                    SURRENDER CHARGE BEING INSUFFICIENT TO PAY THE MONTHLY DEDUCTION. THE NO LAPSE
                                    PREMIUM DATE AND THE NO LAPSE ANNUAL PREMIUM ARE SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. THE NO LAPSE MONTHLY PREMIUM IS ONE TWELFTH OF THE NO LAPSE ANNUAL PREMIUM.

GRACE PERIOD                        IF, ON A MONTHLY ANNIVERSARY DAY PRIOR TO THE NO LAPSE PREMIUM DATE:

                                    1.       THE CASH VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE
                                             IS INSUFFICIENT TO COVER THE MONTHLY DEDUCTION; AND

                                    2.       THE SUM OF ALL PREMIUMS PAID ON THIS POLICY, REDUCED BY ANY PARTIAL
                                             WITHDRAWALS AND ANY OUTSTANDING LOAN BALANCE, IS LESS THAN THE SUM OF
                                             THE NO LAPSE MONTHLY PREMIUMS FOR THE ELAPSED MONTHS SINCE THE ISSUE
                                             DATE;

                                    THEN THE GRACE PERIOD OF 62 DAYS WILL BE ALLOWED FOR THE PAYMENT OF A PREMIUM
                                    SUFFICIENT TO KEEP YOUR POLICY IN FORCE. THE NO LAPSE PREMIUM DATE AND THE NO LAPSE
                                    ANNUAL PREMIUM ARE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    A CHANGE IN YOUR POLICY'S FACE AMOUNT, THE ADDITION OR DELETION OF A SUPPLEMENTAL
                                    RIDER TO THIS POLICY, OR A CHANGE IN THE PREMIUM CLASS OF THE INSURED BEFORE THE
                                    NO LAPSE PREMIUM DATE SHOWN ON THE POLICY SPECIFICATIONS PAGE MAY RESULT IN A
                                    CHANGE IN THE NO LAPSE MONTHLY PREMIUM. THE NO LAPSE PREMIUM DATE WILL NOT BE
                                                                                                           ---
                                    CHANGED.


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<PAGE> 19

                                    IF, ON A MONTHLY ANNIVERSARY DAY ON OR AFTER THE NO LAPSE PREMIUM DATE, THE CASH
                                    VALUE LESS ANY LOANS, LOAN INTEREST DUE, AND ANY SURRENDER CHARGE IS INSUFFICIENT
                                    TO COVER THE NEXT MONTHLY DEDUCTION, A GRACE PERIOD OF 62 DAYS WILL BE ALLOWED FOR
                                    THE PAYMENT OF A PREMIUM SUFFICIENT TO PAY THE MONTHLY DEDUCTION. (MONTHLY
                                    DEDUCTION IS DEFINED IN THE CASH VALUES SECTION.)

                                    NOTICE OF THE AMOUNT OF PREMIUM REQUIRED TO BE PAID TO KEEP THIS POLICY IN FORCE
                                    WILL BE SENT AT THE BEGINNING OF THE GRACE PERIOD TO YOUR LAST KNOWN ADDRESS AND TO
                                    ANY ASSIGNEE ON RECORD. IF WE DO NOT RECEIVE A PREMIUM LARGE ENOUGH SO THAT THE NET
                                    PREMIUM COVERS THE MONTHLY DEDUCTION BY THE END OF THE GRACE PERIOD, YOUR POLICY
                                    WILL LAPSE AT THE END OF THAT 62 DAY PERIOD AND IT WILL THEN TERMINATE WITHOUT CASH
                                    SURRENDER VALUE. IF THE INSURED DIES DURING THE GRACE PERIOD, ANY PAST DUE MONTHLY
                                    DEDUCTIONS WILL BE DEDUCTED FROM THE DEATH BENEFIT.

REINSTATEMENT                       YOU MAY REINSTATE YOUR LAPSED POLICY WITHIN 5 YEARS AFTER THE DATE OF LAPSE. THIS
                                    MUST BE DONE PRIOR TO THE INSURED'S ATTAINED AGE 100. THE POLICY CAN NOT BE REINSTATED
                                    IF IT HAS BEEN SURRENDERED. TO REINSTATE, YOU MUST SUBMIT THE FOLLOWING ITEMS:

                                    1.       A WRITTEN REQUEST FOR REINSTATEMENT.

                                    2.       PROOF SATISFACTORY TO US THAT THE INSURED IS INSURABLE BY OUR
                                             STANDARDS.

                                    3.       A NET PREMIUM PAYMENT LARGE ENOUGH TO COVER:

                                             A.  THE MONTHLY DEDUCTIONS DUE AT THE TIME OF LAPSE; AND

                                             B.  TWO TIMES THE MONTHLY DEDUCTION DUE AT THE TIME OF REINSTATEMENT.

                                    4.       A PAYMENT TO COVER ANY LOAN INTEREST DUE AND UNPAID AT THE TIME OF LAPSE.

                                    UPON RECEIPT OF THE ABOVE PAYMENTS, WE WILL DEDUCT ANY MONTHLY DEDUCTIONS AND LOAN
                                    INTEREST DUE AND UNPAID AT THE TIME OF LAPSE. THE INSURED MUST BE ALIVE ON THE DATE
                                    WE APPROVE THE REQUEST FOR REINSTATEMENT. IF THE INSURED IS NOT ALIVE, SUCH APPROVAL
                                    IS VOID AND OF NO EFFECT.

                                    THE REINSTATED POLICY WILL BE IN FORCE FROM THE DATE WE APPROVE THE REINSTATEMENT
                                    APPLICATION. THERE WILL BE A FULL MONTHLY DEDUCTION FOR THE POLICY MONTH WHICH
                                    INCLUDES THIS DATE. ANY APPLICATION FOR REINSTATEMENT BECOMES PART OF THE CONTRACT
                                    OF REINSTATEMENT AND OF THIS POLICY.

                                    ANY LOAN MAY BE PAID OR REINSTATED. ANY LOAN REINSTATED WILL CAUSE A CASH VALUE OF
                                    AN EQUAL AMOUNT TO BE REINSTATED.

                                    ANY LOAN REPAID AT THE TIME OF REINSTATEMENT WILL CAUSE AN INCREASE IN CASH VALUE
                                    EQUAL TO THE AMOUNT OF THE REPAID LOAN.

                                    THE SURRENDER CHARGE AT THE TIME OF REINSTATEMENT WILL BE THE SURRENDER CHARGE IN
                                    EFFECT AT THE TIME OF LAPSE. IF ONLY A PORTION OF THE COVERAGE IS REINSTATED THEN
                                    ONLY THE APPLICABLE PORTION OF THE SURRENDER CHARGE WILL BE REINSTATED. IF ONLY A
                                    PORTION OF THE COVERAGE IS REINSTATED, THE CASH VALUE FOLLOWING REINSTATEMENT WILL
                                    BE INCREASED BY THE APPLICABLE PORTION OF THE SURRENDER CHARGE IMPOSED AT THE TIME
                                    OF LAPSE.

                                    FOLLOWING REINSTATEMENT, THE NO-LAPSE PERIOD PROVISION WILL AGAIN BE APPLICABLE
                                    UNTIL THE NO-LAPSE PREMIUM DATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE, IF
                                    SUFFICIENT PREMIUM IS PAID SO THAT, AS OF THE EFFECTIVE DATE OF REINSTATEMENT, THE
                                    SUM OF ALL PREMIUMS PAID, REDUCED BY ANY PARTIAL WITHDRAWALS AND ANY LOANS, IS
                                    GREATER THAN THE NO-LAPSE MONTHLY PREMIUMS MULTIPLIED BY THE NUMBER OF ELAPSED
                                    MONTHS SINCE THE ISSUE DATE.


104011NP                            4.05
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<PAGE> 20

<CAPTION>
                                    7. LOANS
<S>                                 <C>
                                    UPON WRITTEN REQUEST TO US, YOU MAY BORROW AN AMOUNT NOT IN EXCESS OF THE LOAN
                                    VALUE OF YOUR POLICY WHILE IT IS IN FORCE. THE MINIMUM AMOUNT OF YOUR NET LOAN
                                    REQUEST AT ANY ONE TIME MUST BE AT LEAST $500. YOUR POLICY WILL BE THE SOLE
                                    SECURITY FOR SUCH LOAN. WE HAVE THE RIGHT TO REQUIRE YOUR POLICY FOR ENDORSEMENT.

                                    THE LOAN VALUE IS THE CASH VALUE OF YOUR POLICY AT THE DATE OF THE LOAN REQUEST
                                    PLUS INTEREST TO THE NEXT POLICY ANNIVERSARY AT THE GENERAL ACCOUNT CASH VALUE
                                    GUARANTEED INTEREST RATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE, REDUCED BY:

                                    1.       ANY EXISTING LOANS; AND

                                    2.       LOAN INTEREST TO THE NEXT LOAN INTEREST DUE DATE; AND

                                    3.       EVERY MONTHLY DEDUCTION DUE TO THE NEXT LOAN INTEREST DUE DATE; AND

                                    4.       ANY SURRENDER CHARGES.

                                    YOU MAY ALLOCATE THE POLICY LOAN AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE POLICY LOAN
                                    WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT
                                    ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT, AND THE
                                    CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE
                                    CASH VALUE IN THE LOAN ACCOUNT, ON THE DATE OF THE POLICY LOAN.

                                    CASH VALUE EQUAL TO THE POLICY LOAN ALLOCATED TO THE GENERAL ACCOUNT AND EACH
                                    DIVISION OF SEPARATE ACCOUNT ELEVEN WILL BE TRANSFERRED TO THE LOAN ACCOUNT,
                                    REDUCING THE CASH VALUE ACCORDINGLY. ANY CASH VALUE TRANSFERRED TO THE LOAN ACCOUNT
                                    WILL BE ALLOCATED TO THE APPROPRIATE LOAN SUBACCOUNT.

LOAN INTEREST                       THE ACCRUED LOAN INTEREST WILL BE DUE THE EARLIEST OF:
DUE DATE
                                    1.       THE NEXT POLICY ANNIVERSARY DATE.

                                    2.       THE DATE OF TERMINATION OF THE POLICY.

                                    3.       THE DATE THE LOAN IS REPAID IN FULL.

                                    4.       THE DATE THE LOAN PLUS LOAN INTEREST ACCRUED EXCEEDS THE CASH VALUE LESS
                                             ANY SURRENDER CHARGES.

                                    INTEREST WILL BE PAYABLE ANNUALLY ON EACH POLICY ANNIVERSARY. IF YOU DO NOT PAY THE
                                    INTEREST WHEN IT IS DUE ON A POLICY ANNIVERSARY, AN AMOUNT OF CASH VALUE EQUAL TO
                                    THE LOAN INTEREST WILL ALSO BE TRANSFERRED TO THE LOAN ACCOUNT. WE WILL CHARGE THE
                                    SAME RATE OF INTEREST ON THIS AMOUNT AS ON THE POLICY LOAN. THE AMOUNT TRANSFERRED
                                    WILL BE DEDUCTED FROM THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT
                                    ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL ACCOUNT AND THE
                                    CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE
                                    CASH VALUE IN THE LOAN ACCOUNT.

FIXED LOAN                          THE FIXED LOAN INTEREST RATE IS 4.5% FOR POLICY YEARS 1 THROUGH 10, 4.25% FOR
INTEREST RATES                      POLICY YEARS 11 THROUGH 20 AND 4.15% FOR POLICY YEARS 21 AND LATER. LOAN INTEREST
                                    IS PAYABLE IN ARREARS.


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<PAGE> 21

LOAN                                ALL FUNDS RECEIVED WILL BE CREDITED TO YOUR POLICY AS A PREMIUM UNLESS CLEARLY
REPAYMENTS                          MARKED FOR LOAN REPAYMENT.

                                    YOU MAY REPAY YOUR LOAN IN WHOLE OR IN PART AT ANY TIME BEFORE THE DEATH OF THE
                                    INSURED WHILE THE POLICY IS IN FORCE. WHEN A LOAN REPAYMENT IS MADE, CASH VALUE
                                    SECURING THE DEBT IN THE LOAN ACCOUNT EQUAL TO THE LOAN REPAYMENT WILL BE REPAID
                                    TO THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME
                                    PROPORTION THAT THE CASH VALUE IN THE LOAN ACCOUNT BEARS TO THE CASH VALUE IN
                                    EACH LOAN SUBACCOUNT. UNPAID LOANS AND LOAN INTEREST WILL BE DEDUCTED FROM ANY
                                    SETTLEMENT OF YOUR POLICY.

                                    IF YOU FAIL TO MAKE REPAYMENTS WHEN THE TOTAL LOAN AND LOAN INTEREST DUE WOULD
                                    EXCEED THE CASH VALUE, LESS ANY SURRENDER CHARGES, YOUR POLICY WILL TERMINATE. WE
                                    WILL ALLOW YOU A GRACE PERIOD FOR SUCH PAYMENT OF LOANS AND LOAN INTEREST DUE. IN
                                    SUCH EVENT THE POLICY BECOMES VOID AT THE END OF THE GRACE PERIOD. WE WILL MAIL
                                    NOTICE TO YOUR LAST KNOWN ADDRESS, AND THAT OF ANY ASSIGNEE OF RECORD. THIS GRACE
                                    PERIOD WILL EXPIRE 62 DAYS FROM THE MONTHLY ANNIVERSARY IMMEDIATELY BEFORE THE DATE
                                    THE TOTAL LOAN AND LOAN INTEREST EXCEEDS THE CASH VALUE LESS ANY SURRENDER CHARGES;
                                    OR 31 DAYS AFTER SUCH NOTICE HAS BEEN MAILED, IF LATER.

<CAPTION>
                                    8. CASH VALUES

<C>                                 <S>
CASH VALUE                          THE CASH VALUE OF YOUR POLICY IS EQUAL TO THE TOTAL OF:

                                    -        THE CASH VALUE IN THE GENERAL ACCOUNT; PLUS

                                    -        THE CASH VALUE IN THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN; PLUS

                                    -        THE CASH VALUE IN THE LOAN ACCOUNT.

CASH VALUE                          IF THIS POLICY IS IN FORCE BEYOND THE INSURED'S ATTAINED AGE 100, THE CASH VALUE
AFTER ATTAINED                      OF YOUR POLICY WILL BE DETERMINED IN THE SAME MANNER AS DESCRIBED BELOW; EXCEPT
AGE 100                             NO DEDUCTIONS WILL BE MADE FOR MONTHLY COST OF INSURANCE CHARGES. PREMIUMS CAN NOT
                                    BE PAID AFTER THE INSURED ATTAINS AGE 100.

GENERAL ACCOUNT                     THE CASH VALUE IN THE GENERAL ACCOUNT AS OF THE INVESTMENT START DATE IS EQUAL TO:
CASH VALUE
                                    -        THE PORTION OF THE INITIAL NET PREMIUM RECEIVED AND ALLOCATED TO THE
                                             GENERAL ACCOUNT; MINUS

                                    -        THE PORTION OF THE MONTHLY DEDUCTIONS DUE FROM THE ISSUE DATE THROUGH THE
                                             INVESTMENT START DATE CHARGED TO THE GENERAL ACCOUNT.

                                    THE CASH VALUE IN THE GENERAL ACCOUNT ON ANY DAY AFTER THE INVESTMENT START DATE IS
                                    EQUAL TO:

                                    -        THE CASH VALUE ON THE PRECEDING VALUATION DATE, WITH INTEREST ON SUCH
                                             VALUE AT THE CURRENT RATE; PLUS

                                    -        ANY PORTION OF NET PREMIUM RECEIVED AND ALLOCATED TO THE GENERAL ACCOUNT
                                             ON THAT DAY; PLUS

                                    -        ANY AMOUNTS TRANSFERRED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS

                                    -        ANY LOAN REPAYMENTS ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; PLUS

                                    -        THAT PORTION OF ANY INTEREST CREDITED ON OUTSTANDING LOANS WHICH IS
                                             ALLOCATED TO THE GENERAL ACCOUNT ON THAT DAY; MINUS

                                    -        ANY AMOUNT TRANSFERRED PLUS ANY TRANSFER CHARGE FROM THE GENERAL ACCOUNT
                                             TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN ON THAT DAY; MINUS


106009NP                            6.02
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<PAGE> 22
                                    -        ANY PARTIAL WITHDRAWAL PLUS ANY WITHDRAWAL TRANSACTION CHARGE MADE FROM
                                             THE GENERAL ACCOUNT ON THAT DAY; MINUS

                                    -        ANY PORTION OF THE SURRENDER CHARGE INCURRED ON THAT DAY ATTRIBUTED TO THE
                                             GENERAL ACCOUNT; MINUS

                                    -        ANY AMOUNT TRANSFERRED FROM THE GENERAL ACCOUNT TO THE LOAN ACCOUNT ON
                                             THAT DAY; MINUS

                                    -        IF THAT DAY IS A MONTHLY ANNIVERSARY, ANY WITHDRAWAL DUE TO A PRO RATA
                                             SURRENDER PLUS ANY WITHDRAWAL TRANSACTION CHARGE MADE FROM THE GENERAL
                                             ACCOUNT ON THAT DAY; MINUS

                                    -        IF THAT DAY IS A MONTHLY ANNIVERSARY, THE PORTION OF THE MONTHLY DEDUCTION
                                             CHARGED TO THE GENERAL ACCOUNT, TO COVER THE POLICY MONTH WHICH STARTS ON
                                             THAT DAY; PLUS

GENERAL ACCOUNT                     THE INTEREST CREDITED TO THE GENERAL ACCOUNT CASH VALUE FOR A SPECIFIC DAY WILL BE
INTEREST RATE                       AT AN EFFECTIVE ANNUAL RATE NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED
                                    INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

SEPARATE ACCOUNT                    THE CASH VALUE IN EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ON THE INVESTMENT START
CASH VALUE                          DATE IS EQUAL TO:

                                    -        THE PORTION OF THE INITIAL NET PREMIUM RECEIVED AND ALLOCATED TO THE
                                             DIVISION; MINUS

                                    -        THE PORTION OF THE MONTHLY DEDUCTIONS DUE FROM THE ISSUE DATE THROUGH THE
                                             INVESTMENT START DATE CHARGED TO THE DIVISION.

                                    THE CASH VALUE IN EACH DIVISION OF SEPARATE ACCOUNT ELEVEN ON SUBSEQUENT VALUATION
                                    DATES IS EQUAL TO:

                                    -        THE CASH VALUE IN THE DIVISION ON THE PRECEDING VALUATION DATE MULTIPLIED
                                             BY THAT DIVISION'S NET INVESTMENT FACTOR FOR THE CURRENT VALUATION PERIOD;
                                             PLUS

                                    -        ANY PORTION OF NET PREMIUM RECEIVED AND ALLOCATED TO THE DIVISION DURING
                                             THE CURRENT VALUATION PERIOD; PLUS

                                    -        ANY AMOUNTS TRANSFERRED TO THE DIVISION FROM THE GENERAL ACCOUNT OR FROM
                                             ANOTHER DIVISION DURING THE CURRENT VALUATION PERIOD; PLUS

                                    -        ANY LOAN REPAYMENTS ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION
                                             PERIOD; PLUS

                                    -        THAT PORTION OF ANY INTEREST CREDITED ON OUTSTANDING LOANS WHICH IS
                                             ALLOCATED TO THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY AMOUNTS TRANSFERRED PLUS ANY TRANSFER CHARGE FROM THE DIVISION DURING
                                             THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY PARTIAL WITHDRAWAL PLUS ANY WITHDRAWAL TRANSACTION CHARGE FROM THE
                                             DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        ANY PORTION OF THE SURRENDER CHARGE INCURRED DURING THE CURRENT VALUATION
                                             PERIOD ATTRIBUTED TO THE DIVISION; MINUS

                                    -        ANY AMOUNT TRANSFERRED FROM THE DIVISION TO THE LOAN ACCOUNT DURING THAT
                                             VALUATION PERIOD; MINUS

                                    -        IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, ANY
                                             WITHDRAWAL DUE TO A PRO RATA SURRENDER PLUS ANY WITHDRAWAL TRANSACTION
                                             CHARGE FROM THE DIVISION DURING THE CURRENT VALUATION PERIOD; MINUS

                                    -        IF A MONTHLY ANNIVERSARY OCCURS DURING THE CURRENT VALUATION PERIOD, THE
                                             PORTION OF THE MONTHLY DEDUCTION CHARGED TO THE DIVISION DURING THE
                                             CURRENT VALUATION PERIOD TO COVER THE POLICY MONTH WHICH STARTS DURING
                                             THAT VALUATION PERIOD.


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<PAGE> 23
NET INVESTMENT                      THE NET INVESTMENT FACTOR MEASURES THE INVESTMENT PERFORMANCE OF A DIVISION DURING
FACTOR                              A VALUATION PERIOD. THE NET INVESTMENT FACTOR FOR EACH DIVISION FOR A VALUATION
                                    PERIOD IS CALCULATED AS FOLLOWS:

                                    -        THE VALUE OF THE ASSETS AT THE END OF THE PRECEDING VALUATION PERIOD; PLUS

                                    -        THE INVESTMENT INCOME AND CAPITAL GAINS---REALIZED OR
                                             UNREALIZED---CREDITED TO THE ASSETS IN THE VALUATION PERIOD FOR WHICH
                                             THE NET INVESTMENT FACTOR IS BEING DETERMINED; MINUS

                                    -        THE CAPITAL LOSSES---REALIZED OR UNREALIZED---CHARGED AGAINST THOSE
                                             ASSETS DURING THE VALUATION PERIOD; MINUS

                                    -        ANY AMOUNT CHARGED AGAINST EACH DIVISION FOR TAXES, INCLUDING ANY TAX OR
                                             OTHER ECONOMIC BURDEN RESULTING FROM THE APPLICATION OF TAX LAWS THAT WE
                                             DETERMINE TO BE PROPERLY ATTRIBUTABLE TO THE DIVISIONS OF THE SEPARATE
                                             ACCOUNT, OR ANY AMOUNT WE SET ASIDE DURING THE VALUATION PERIOD AS A
                                             RESERVE FOR TAXES ATTRIBUTABLE TO THE OPERATION OR MAINTENANCE OF EACH
                                             DIVISION; MINUS

                                    -        A CHARGE NOT TO EXCEED THE DAILY INVESTMENT PERCENTAGE SHOWN ON THE POLICY
                                             SPECIFICATIONS PAGE FOR EACH DAY IN THE VALUATION PERIOD. THIS
                                             CORRESPONDS TO AN ANNUAL INVESTMENT PERCENTAGE OF THE MORTALITY AND
                                             EXPENSE RISK PERCENTAGE SHOWN ON THE POLICY SPECIFICATIONS PAGE;
                                             DIVIDED BY

                                    -        THE VALUE OF THE ASSETS AT THE END OF THE PRECEDING VALUATION PERIOD.

LOAN ACCOUNT                        THE CASH VALUE IN THE LOAN ACCOUNT AS OF THE INVESTMENT START DATE IS ZERO.
CASH VALUE
                                    THE CASH VALUE IN THE LOAN ACCOUNT ON ANY DAY AFTER THE INVESTMENT START DATE IS
                                    EQUAL TO:

                                    -        THE CASH VALUE IN THE LOAN ACCOUNT ON THE PRECEDING VALUATION DATE, WITH
                                             INTEREST; PLUS

                                    -        ANY AMOUNT TRANSFERRED TO THE LOAN ACCOUNT FROM THE GENERAL ACCOUNT ON
                                             THAT DAY; PLUS

                                    -        ANY AMOUNT TRANSFERRED TO THE LOAN ACCOUNT FROM THE DIVISIONS OF SEPARATE
                                             ACCOUNT ELEVEN ON THAT DAY; MINUS

                                    -        ANY LOAN REPAYMENTS ON THAT DAY; PLUS

                                    -        IF THAT DAY IS A POLICY ANNIVERSARY, AN AMOUNT DUE TO COVER THE LOAN
                                             INTEREST, IF NOT PAID BY YOU.

                                    CASH VALUE HELD IN THE LOAN ACCOUNT FOR LOAN COLLATERAL WILL EARN INTEREST DAILY AT
                                    AN ANNUAL RATE OF NOT LESS THAN THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST
                                    RATE SHOWN ON THE POLICY SPECIFICATIONS PAGE. INTEREST CREDITED ON THE CASH VALUE
                                    HELD IN THE LOAN ACCOUNT WILL BE ALLOCATED AT LEAST ONCE A YEAR TO THE GENERAL
                                    ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT
                                    THE CASH VALUE IN EACH LOAN SUBACCOUNT BEARS TO THE CASH VALUE IN THE LOAN ACCOUNT.

MONTHLY COST                        THE MONTHLY COST OF INSURANCE FOR THE FOLLOWING MONTH IS DEDUCTED ON THE MONTHLY
OF INSURANCE                        ANNIVERSARY DATE. THE MONTHLY COST OF INSURANCE IS 1, BELOW, MULTIPLIED BY THE
                                    DIFFERENCE BETWEEN 2 AND 3 BELOW:

                                    1.       THE MONTHLY COST OF INSURANCE RATE DIVIDED BY 1,000.

                                    2.       AN AMOUNT AS FOLLOWS:

                                    OPTION A CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 APPLICABLE PERCENTAGE OF THE CASH VALUE AS DESCRIBED IN SECTION
                                                 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 AND MODIFIED FOR AGES
                                                 95 AND ABOVE.

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<PAGE> 24
                                    OPTION B CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE PLUS THE CASH VALUE AT THE BEGINNING
                                                 OF THE POLICY MONTH; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 APPLICABLE PERCENTAGE OF THE CASH VALUE AS DESCRIBED IN SECTION
                                                 7702(D) OF THE INTERNAL REVENUE CODE OF 1986 AND MODIFIED FOR AGES
                                                 95 AND ABOVE.

                                    OPTION C CONTRACT TYPE:   THE GREATER OF:

                                             A.  THE FACE AMOUNT DIVIDED BY THE MONTHLY COST OF INSURANCE FACTOR SHOWN
                                                 ON THE POLICY SPECIFICATIONS PAGE; OR

                                             B.  THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH MULTIPLIED BY THE
                                                 INSURED'S ATTAINED AGE FACTOR AS SHOWN ON THE POLICY'S DEATH BENEFIT
                                                 OPTION C ATTAINED AGE FACTORS PAGE.

                                    3.       THE CASH VALUE AT THE BEGINNING OF THE POLICY MONTH, BEFORE THE DEDUCTION
                                             OF THE MONTHLY COST OF INSURANCE.

                                    IF THE CONTRACT TYPE IS OPTION A OR OPTION C AND IF THERE HAS BEEN AN INCREASE IN THE
                                    FACE AMOUNT, THEN THE CASH VALUE WILL FIRST BE CONSIDERED A PART OF THE FACE AMOUNT
                                    WHEN THE POLICY WAS ISSUED. IF THE CASH VALUE IS GREATER THAN THE INITIAL FACE AMOUNT,
                                    THE EXCESS CASH VALUE WILL THEN BE CONSIDERED A PART OF EACH INCREASE IN ORDER,
                                    STARTING WITH THE FIRST INCREASE.

MONTHLY COST                        AT THE BEGINNING OF EACH POLICY YEAR, THE MONTHLY COST OF INSURANCE RATE IS
OF INSURANCE                        DETERMINED FOR THE INITIAL FACE AMOUNT AND EACH INCREASE IN FACE AMOUNT. THE
RATES                               MONTHLY COST OF INSURANCE RATE IS BASED ON THE ATTAINED AGE, RISK CLASSIFICATION,
                                    AND COMPLETED POLICY YEARS FROM THE EFFECTIVE DATE OF THE INITIAL FACE AMOUNT
                                    AND EACH INCREASE IN FACE AMOUNT. FOR THE INITIAL FACE AMOUNT, WE WILL USE THE
                                    RISK CLASSIFICATION AS OF THE ISSUE DATE. FOR EACH INCREASE, WE WILL USE THE RISK
                                    CLASSIFICATION APPLICABLE TO THE INCREASE. IF THE DEATH BENEFIT EQUALS A PERCENTAGE
                                    OF THE CASH VALUE, ANY INCREASE IN CASH VALUE WILL CAUSE AN AUTOMATIC INCREASE IN
                                    THE DEATH BENEFIT. THE RISK CLASSIFICATION FOR SUCH INCREASE WILL BE THE SAME AS
                                    THAT USED FOR THE MOST RECENT INCREASE, EXCLUDING ANY RIDERS, THAT REQUIRED PROOF
                                    THAT THE INSURED WAS INSURABLE BY OUR STANDARDS.

                                    THE MONTHLY COST OF INSURANCE RATES WILL NEVER EXCEED THE RATES SHOWN ON THE TABLE
                                    OF GUARANTEED MONTHLY COST OF INSURANCE RATES PAGE. ANY CHANGE IN THE COST OF
                                    INSURANCE RATES WILL APPLY TO ALL PERSONS OF THE SAME AGE, AND CLASSIFICATION
                                    WHOSE INITIAL FACE AMOUNTS OR INCREASE IN FACE AMOUNT HAVE BEEN IN FORCE FOR THE
                                    SAME LENGTH OF TIME.

SELECTION AND                       THE SELECTION AND ISSUE EXPENSE CHARGE FOR THE INITIAL FACE AMOUNT OR FOR ANY INCREASE
ISSUE EXPENSE                       IN FACE AMOUNT IS A MONTHLY CHARGE FOR THE FIRST 10 POLICY YEARS OR FOR THE FIRST 10
CHARGE                              POLICY YEARS FOLLOWING ANY INCREASE IN FACE AMOUNT. THIS CHARGE EQUALS THE APPLICABLE
                                    FACE AMOUNT TIMES A SELECTION AND ISSUE EXPENSE CHARGE RATE, DIVIDED BY 1,000. THE
                                    SELECTION AND ISSUE EXPENSE CHARGE IS BASED ON THE INSURED'S ISSUE AGE, AND RISK
                                    CLASSIFICATION ON THE EFFECTIVE DATE OF THE INITIAL FACE AMOUNT OR ANY INCREASE IN
                                    FACE AMOUNT. THE SELECTION AND ISSUE EXPENSE CHARGE RATE FOR THE INITIAL FACE AMOUNT
                                    OF THE POLICY WILL NEVER EXCEED THE MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE
                                    SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THE INITIAL FACE AMOUNT. A SELECTION
                                    AND ISSUE EXPENSE CHARGE WILL ALSO BE APPLIED TO ANY INCREASE IN FACE AMOUNT. THIS
                                    CHARGE WILL NEVER EXCEED THE MAXIMUM SELECTION AND ISSUE EXPENSE CHARGE RATE SHOWN
                                    ON THE POLICY SPECIFICATIONS PAGE FOR THAT INCREASE.

MONTHLY POLICY                      A POLICY CHARGE WILL BE DEDUCTED EACH POLICY MONTH FROM THE CASH VALUE. THE AMOUNT
CHARGE                              OF THE MONTHLY POLICY CHARGE WILL NEVER EXCEED THE AMOUNT SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.


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<PAGE> 25
MONTHLY                             THE MONTHLY DEDUCTION IS:
DEDUCTION
                                    1.       THE MONTHLY COST OF INSURANCE; PLUS

                                    2.       THE SELECTION AND ISSUE EXPENSE CHARGE MULTIPLIED BY THE FACE AMOUNT
                                             DIVIDED BY 1,000; PLUS

                                    3.       THE MONTHLY POLICY CHARGE; PLUS

                                    4.       THE MONTHLY COST, IF ANY, FOR ANY RIDER INCLUDED WITH THIS POLICY.

                                    THE MONTHLY DEDUCTION FOR A POLICY MONTH WILL BE ALLOCATED AMONG THE GENERAL
                                    ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT
                                    THE CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO
                                    THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN LOAN ACCOUNT ON THE
                                    MONTHLY ANNIVERSARY.

CASH SURRENDER                      THE CASH SURRENDER VALUE OF THIS POLICY IS:
VALUE
                                    1.       THE CASH VALUE AT THE TIME OF SURRENDER; MINUS

                                    2.       ANY LOAN AND LOAN INTEREST ACCRUED; MINUS

                                    3.       ANY UNPAID SELECTION AND ISSUE EXPENSE CHARGE DUE FOR THE REMAINDER OF THE
                                             FIRST POLICY YEAR FOR THE INITIAL FACE AMOUNT AND ANY INCREASE IN FACE
                                             AMOUNT; MINUS

                                    4.       ANY UNPAID MONTHLY POLICY CHARGE DUE FOR THE REMAINDER OF THE FIRST POLICY
                                             YEAR; MINUS

                                    5.       ANY SURRENDER CHARGE.

SURRENDER                           YOU MAY SURRENDER YOUR POLICY FOR ITS CASH SURRENDER VALUE AT ANY TIME DURING THE
                                    LIFETIME OF THE INSURED. WE WILL DETERMINE THE CASH SURRENDER VALUE AS OF THE
                                    DATE WE RECEIVE YOUR WRITTEN REQUEST AT OUR HOME OFFICE. THE CASH SURRENDER VALUE
                                    WILL NOT BE REDUCED BY ANY MONTHLY DEDUCTION DUE ON THAT DATE FOR A SUBSEQUENT
                                    POLICY MONTH.

PARTIAL                             AFTER THE FIRST POLICY YEAR, UPON WRITTEN REQUEST TO US, YOU CAN MAKE A PARTIAL
WITHDRAWALS                         WITHDRAWAL OF CASH SUBJECT TO THE CONDITIONS LISTED BELOW. THE FIRST 12 REQUESTED
                                    PARTIAL WITHDRAWALS OR TRANSFERS PER POLICY YEAR WILL BE ALLOWED FREE OF CHARGE;
                                    THEREAFTER WE MAY IMPOSE A TRANSFER CHARGE NOT TO EXCEED THE MAXIMUM TRANSFER
                                    CHARGE SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    NO PARTIAL WITHDRAWAL WILL BE PROCESSED WHICH WILL RESULT IN THE FACE AMOUNT,
                                    EXCLUDING RIDERS, BEING DECREASED BELOW THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE.

                                    WE RESERVE THE RIGHT TO CHANGE THE MINIMUM AMOUNT OR THE NUMBER OF TIMES YOU MAY
                                    MAKE A PARTIAL WITHDRAWAL. WE ALSO MAY ASSESS A TRANSACTION CHARGE FOR A
                                    WITHDRAWAL.

                                    IF THE CONTRACT TYPE IS OPTION A OR OPTION C AND THE DEATH BENEFIT EQUALS THE FACE
                                    AMOUNT, THEN A PARTIAL WITHDRAWAL WILL DECREASE THE FACE AMOUNT BY AN AMOUNT EQUAL
                                    TO THE PARTIAL WITHDRAWAL PLUS THE APPLICABLE SURRENDER CHARGE. THIS SURRENDER
                                    CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE
                                    ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE PARTIAL WITHDRAWAL WAS ALLOCATED
                                    AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF THE
                                    DEATH BENEFIT EQUALS A PERCENTAGE OF THE CASH VALUE THEN A PARTIAL WITHDRAWAL WILL
                                    DECREASE THE FACE AMOUNT BY ANY AMOUNT BY WHICH THE PARTIAL WITHDRAWAL PLUS THE
                                    APPLICABLE SURRENDER CHARGE EXCEEDS THE DIFFERENCE BETWEEN THE DEATH BENEFIT AND
                                    THE FACE AMOUNT. THE FACE AMOUNT WILL BE DECREASED IN THE FOLLOWING ORDER:

                                    1.       THE FACE AMOUNT AT ISSUE, EXCLUDING RIDERS; AND

                                    2.       ANY INCREASES IN THE SAME ORDER IN WHICH THEY WERE ISSUED.


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<PAGE> 26

GENERAL ACCOUNT                     THE MINIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL REQUEST AT ANY ONE TIME MUST BE AT
PARTIAL                             LEAST $500 OF YOUR ACCOUNT.
WITHDRAWALS
                                    -        THE MAXIMUM AMOUNT OF ALL PARTIAL WITHDRAWALS AND TRANSFERS FROM THE
                                             GENERAL ACCOUNT IN A POLICY YEAR WILL BE THE GREATER OF (1) OR (2):

                                             1.  THE CASH SURRENDER VALUE OF THE GENERAL ACCOUNT AT THE BEGINNING OF
                                                 THAT POLICY YEAR MULTIPLIED BY THE WITHDRAWAL PERCENTAGE LIMIT, AS
                                                 SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                             2.  THE PREVIOUS YEAR'S GENERAL ACCOUNT MAXIMUM WITHDRAWAL AMOUNT.

SEPARATE ACCOUNT                    -        THE MINIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL REQUEST AT ANY ONE TIME MUST
PARTIAL                                      BE THE LESSER OF $500 OF A DIVISION OR YOUR ENTIRE BALANCE IN THAT
WITHDRAWALS                                  DIVISION.

                                    -        THE MAXIMUM AMOUNT OF YOUR PARTIAL WITHDRAWAL FROM ANY ONE OF THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN A POLICY YEAR WILL BE THE CASH
                                             SURRENDER VALUE OF THAT DIVISION.

ALLOCATION                          YOU MAY ALLOCATE THE PARTIAL WITHDRAWAL PLUS ANY APPLICABLE SURRENDER CHARGE,
OF PARTIAL                          SUBJECT TO THE ABOVE CONDITIONS, AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
WITHDRAWALS                         SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE ALLOCATION, THEN THE PARTIAL
                                    WITHDRAWAL WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS OF
                                    SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE GENERAL
                                    ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE OF THE
                                    POLICY, MINUS THE CASH VALUE IN THE LOAN ACCOUNT ON THE DATE OF THE PARTIAL
                                    WITHDRAWAL. IF THE GENERAL ACCOUNT CONDITIONS WILL NOT ALLOW THIS PROPORTIONATE
                                    ALLOCATION, WE WILL REQUEST THAT YOU SPECIFY AN ACCEPTABLE ALLOCATION.

PRO RATA                            AFTER THE FIRST POLICY YEAR, UPON WRITTEN REQUEST TO US, YOU CAN MAKE A PRO RATA
SURRENDER                           SURRENDER OF YOUR POLICY. THE PRO RATA SURRENDER CAN BE ANY WHOLE NUMBER PERCENTAGE
                                    OF YOUR POLICY. THE PRO RATA SURRENDER WILL REDUCE THE FACE AMOUNT AND THE CASH
                                    VALUE BY THE PERCENTAGE CHOSEN. THE FACE AMOUNT DECREASE WILL BE SUBJECT TO THE
                                    FOLLOWING CONDITIONS:

                                    1.       THE DECREASE WILL BECOME EFFECTIVE ON THE MONTHLY ANNIVERSARY ON OR
                                             FOLLOWING OUR RECEIPT OF THE REQUEST.

                                    2.       THE DECREASE WILL REDUCE THE FACE AMOUNT IN THE FOLLOWING ORDER:

                                             A.       THE FACE AMOUNT PROVIDED BY THE MOST RECENT INCREASE;

                                             B.       FACE AMOUNTS PROVIDED BY THE NEXT MOST RECENT INCREASES,
                                                      SUCCESSIVELY; AND

                                             C.       THE FACE AMOUNT WHEN THE POLICY WAS ISSUED.

                                    3.       YOU MAY ALLOCATE THE DECREASE IN CASH VALUE DUE TO THE PRO RATA SURRENDER
                                             PLUS ANY APPLICABLE SURRENDER CHARGE AMONG THE GENERAL ACCOUNT AND THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN. IF YOU DO NOT SPECIFY THE
                                             ALLOCATION, THEN THE DECREASE IN CASH VALUE PLUS ANY APPLICABLE
                                             SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE
                                             DIVISIONS OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE
                                             CASH VALUE IN THE GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION
                                             BEARS TO THE TOTAL CASH VALUE OF THE POLICY, MINUS THE CASH VALUE IN THE
                                             LOAN ACCOUNT ON THE DATE OF THE PRO RATA SURRENDER.

                                    A PRO RATA SURRENDER CAN NOT BE PROCESSED IF IT WILL REDUCE THE FACE AMOUNT BELOW
                                    THE MINIMUM FACE AMOUNT SHOWN ON THE POLICY SPECIFICATIONS PAGE. NO PRO RATA
                                    SURRENDER WILL BE PROCESSED FOR MORE CASH SURRENDER VALUE THAN IS AVAILABLE ON THE
                                    DATE OF THE PRO RATA SURRENDER. A CASH PAYMENT WILL BE MADE TO YOU FOR THE AMOUNT
                                    OF CASH VALUE REDUCTION LESS ANY APPLICABLE SURRENDER CHARGES.


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<PAGE> 27

SURRENDER CHARGE                    A SURRENDER CHARGE WILL APPLY UPON SURRENDER, UPON LAPSE, UPON A PARTIAL WITHDRAWAL
                                    THAT REDUCES THE FACE AMOUNT, OR UPON A DECREASE IN FACE AMOUNT FOR UP TO 10 YEARS
                                    FROM THE POLICY'S ISSUE DATE OR FOR UP TO 10 YEARS FOLLOWING THE EFFECTIVE DATE OF
                                    ANY INCREASE IN FACE AMOUNT.

                                    THE SURRENDER CHARGE FOR THE INITIAL FACE AMOUNT IS THE TARGET ANNUAL PREMIUM (BASE
                                    ONLY), SHOWN ON THE POLICY SPECIFICATIONS PAGE, MULTIPLIED BY THE APPLICABLE SURRENDER
                                    CHARGE PERCENTAGE, PLUS THE SURRENDER CHARGE FOR ANY INCREASE IN FACE AMOUNT. THE
                                    SURRENDER CHARGE FOR ANY INCREASE IN FACE AMOUNT IS THE TARGET ANNUAL PREMIUM (BASE
                                    ONLY) FOR THAT INCREASE, SHOWN ON THE POLICY SPECIFICATIONS PAGE FOR THAT INCREASE,
                                    MULTIPLIED BY THE APPLICABLE SURRENDER CHARGE PERCENTAGE. THE SURRENDER CHARGE
                                    PERCENTAGE WILL NEVER EXCEED THE MAXIMUM SURRENDER CHARGE PERCENTAGE SHOWN ON
                                    THE SURRENDER CHARGE SCHEDULE PAGE, FOR THE INITIAL FACE AMOUNT AND FOR ANY INCREASE.

                                    THE SURRENDER CHARGES FOR THIS POLICY WILL VARY ON A NON-DISCRIMINATORY BASIS, BASED
                                    ON THE AMOUNT OF PREMIUM PAID, BUT WILL NEVER EXCEED THE MAXIMUM SURRENDER CHARGE
                                    PERCENTAGE SHOWN ON THE SURRENDER CHARGE SCHEDULE PAGE.

                                    A SURRENDER CHARGE WILL APPLY TO ANY DECREASE IN FACE AMOUNT. A DECREASE IN FACE
                                    AMOUNT MAY DECREASE SOME OR ALL OF THE INITIAL FACE AMOUNT AND INCREASES IN FACE
                                    AMOUNT AS PROVIDED IN SECTION 5. A PARTIAL WITHDRAWAL MAY CAUSE A DECREASE IN FACE
                                    AMOUNT AS PROVIDED ABOVE AND, THEREFORE, A SURRENDER CHARGE MAY BE TAKEN. IF THE
                                    FACE AMOUNT IS DECREASED BY SOME FRACTION OF ANY PREVIOUS INCREASES IN FACE AMOUNT
                                    AND/OR THE FACE AMOUNT AT ISSUE, THE SURRENDER CHARGE DEDUCTED WILL BE THE PREVIOUSLY
                                    DEFINED SURRENDER CHARGE MULTIPLIED BY THE FRACTION.

                                    THE SURRENDER CHARGE WILL BE ALLOCATED AMONG THE GENERAL ACCOUNT AND THE DIVISIONS
                                    OF SEPARATE ACCOUNT ELEVEN IN THE SAME PROPORTION THAT THE CASH VALUE IN THE
                                    GENERAL ACCOUNT AND THE CASH VALUE IN EACH DIVISION BEARS TO THE TOTAL CASH VALUE
                                    OF THE POLICY MINUS THE CASH VALUE IN THE LOAN ACCOUNT.

POSTPONEMENT                        WE WILL USUALLY PAY ANY AMOUNTS PAYABLE ON SURRENDER, PARTIAL WITHDRAWAL, OR POLICY
OF PAYMENTS                         LOAN ALLOCATED TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN WITHIN SEVEN DAYS AFTER
OR TRANSFERS                        WRITTEN NOTICE IS RECEIVED. WE WILL USUALLY PAY ANY DEATH BENEFIT PROCEEDS WITHIN
                                    SEVEN DAYS AFTER WE RECEIVE DUE PROOF OF CLAIM. PAYMENT OF ANY AMOUNT PAYABLE, FROM
                                    THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN, ON SURRENDER, PARTIAL WITHDRAWAL, POLICY
                                    LOAN OR DEATH MAY BE POSTPONED WHENEVER:

                                    1.       THE NEW YORK STOCK EXCHANGE IS CLOSED (OTHER THAN CUSTOMARY WEEKEND AND
                                             HOLIDAY CLOSING) OR TRADING ON THE NEW YORK STOCK EXCHANGE IS RESTRICTED
                                             AS DETERMINED BY THE SEC;

                                    2.       THE SEC, BY ORDER, PERMITS POSTPONEMENT FOR THE PROTECTION OF POLICY
                                             OWNERS; OR

                                    3.       AN EMERGENCY EXISTS AS DETERMINED BY THE SEC, AS A RESULT OF WHICH
                                             DISPOSAL OF SECURITIES IS NOT REASONABLY PRACTICABLE OR IT IS NOT
                                             REASONABLY PRACTICABLE TO DETERMINE THE VALUE OF THE NET ASSETS OF
                                             SEPARATE ACCOUNT ELEVEN.

                                    WE MAY DEFER PAYMENT OF THE PORTION OF ANY AMOUNT PAYABLE FROM THE GENERAL ACCOUNT
                                    ON SURRENDER, OR PARTIAL WITHDRAWAL FOR NOT MORE THAN SIX MONTHS. IF WE DEFER
                                    PAYMENT FOR 30 DAYS OR MORE, WE WILL PAY INTEREST AT THE RATE OF 2 1/2% PER YEAR
                                    FOR THE PERIOD OF DEFERMENT.

                                    TRANSFERS MAY ALSO BE POSTPONED UNDER THE CIRCUMSTANCES LISTED ABOVE.

                                    WE MAY DEFER PAYMENT OF THE PORTION OF ANY POLICY LOAN FROM THE GENERAL ACCOUNT FOR
                                    NOT MORE THAN SIX MONTHS. NO PAYMENT FROM THE GENERAL ACCOUNT TO PAY PREMIUMS ON
                                    THIS POLICY WILL BE DEFERRED.

CONTINUATION                        IF ALL PREMIUM PAYMENTS CEASE, THE INSURANCE PROVIDED UNDER THIS POLICY, INCLUDING
OF INSURANCE                        BENEFITS PROVIDED BY ANY RIDER ATTACHED TO THIS POLICY, WILL CONTINUE IN ACCORDANCE
                                    WITH THE PROVISIONS OF THIS POLICY FOR AS LONG AS THE CASH VALUE LESS ANY LOANS,
                                    LOAN INTEREST ACCRUED AND ANY SURRENDER CHARGE IS SUFFICIENT TO COVER THE MONTHLY
                                    DEDUCTIONS.


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<PAGE> 28

BASIS OF                            THE MINIMUM CASH VALUES ARE BASED ON 1) THE MINIMUM CASH VALUE MORTALITY TABLE
COMPUTATION                         SHOWN ON THE POLICY SPECIFICATIONS PAGE; AND 2) FOR AMOUNTS ALLOCATED TO THE
                                    GENERAL ACCOUNT, COMPOUND INTEREST AT AN ANNUAL RATE OF NOT LESS THAN THE GENERAL
                                    ACCOUNT CASH VALUE GUARANTEED INTEREST RATE SHOWN ON THE POLICY SPECIFICATIONS
                                    PAGE. THERE IS NO MINIMUM CASH VALUE GUARANTEED INTEREST RATE FOR AMOUNTS ALLOCATED
                                    TO THE DIVISIONS OF SEPARATE ACCOUNT ELEVEN.

                                    NET SINGLE PREMIUMS ARE BASED ON 1) THE 7702 TABLE AS SHOWN ON THE POLICY
                                    SPECIFICATIONS PAGE; AND 2) THE GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE
                                    AS SHOWN ON THE POLICY SPECIFICATIONS PAGE.

                                    ALL VALUES ARE AT LEAST EQUAL TO THOSE REQUIRED BY ANY APPLICABLE LAW OF THE STATE
                                    THAT GOVERNS YOUR POLICY. WE HAVE FILED A DETAILED STATEMENT OF THE METHOD OF
                                    CALCULATING CASH VALUES AND RESERVES WITH THE INSURANCE SUPERVISORY OFFICIAL OF
                                    THAT STATE.


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<PAGE> 29

<CAPTION>
                                    9. PAYMENT OF POLICY BENEFITS

<C>                                 <S>
PAYMENT                             A LUMP SUM PAYMENT WILL BE MADE AS PROVIDED ON THE FACE PAGE.

INTEREST ON                         WE WILL PAY INTEREST ON PROCEEDS FROM THE DATE OF THE INSURED'S DEATH TO THE DATE
PROCEEDS                            OF PAYMENT. INTEREST WILL BE AT AN ANNUAL RATE DETERMINED BY US, BUT NEVER LESS
                                    THAN THE GUARANTEED INTEREST RATE, SHOWN ON THE POLICY SPECIFICATIONS PAGE.

EXTENDED                            PROVISIONS FOR SETTLEMENT OF PROCEEDS DIFFERENT FROM A LUMP SUM PAYMENT MAY ONLY BE
PROVISIONS                          MADE UPON WRITTEN AGREEMENT WITH US.

</TABLE>

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<PAGE> 30


               PENSION FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                               NON-PARTICIPATING






                                   General
                                   American
                            LIFE INSURANCE COMPANY
                            13045 TESSON FERRY RD.
                           ST. LOUIS, MISSOURI 63128


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(6/98)



<PAGE> 1

Exhibit 1.(8)(a)

                          PARTICIPATION AGREEMENT


      This Participation Agreement, dated [---------], by and among General
American Life Insurance Company, a stock insurance company organized under
the laws of Missouri ("General American"); General American Capital Company,
an investment company organized under the laws of Maryland ("Capital
Company"); and Walnut Street Securities, Inc., a broker/dealer corporation
organized under the laws of Missouri ("Walnut Street"), restates and replaces
the previous participation agreement by and among the parties.

      WHEREAS, Capital Company is a registered investment management company
under the Investment Company Act of 1940 ("1940 Act") and offers a series of
different investment funds to insurance companies as funding vehicles for
variable life insurance and variable annuities; and

      WHEREAS, General American desires to offer its customers the
opportunity to direct premium payments from variable contracts (a "Contract"
or the "Contracts") through one or more separate accounts to Capital
Company's funds (the "Funds"); and

      WHEREAS, Capital Company desires to sell its shares to the separate
accounts of General American (an "Account" or the "Accounts") on the same
basis that it sells shares to other insurance companies and their separate
accounts; and

      WHEREAS Capital Company has obtained from the Securities and Exchange
Commission (the "SEC") an order, dated July 24, 1987, authorizing Capital
Company to accept funds from and sell shares to registered and unregistered
separate accounts related to variable annuities and variable life insurance;
and

      WHEREAS Capital Company's investment adviser, Conning Asset Management
Company ("Conning"), is duly registered as an investment adviser under the
Investment Advisers Act of 1940 and applicable state law; and

      WHEREAS Shares of Capital Company will be distributed by Walnut Street
which is registered as a broker/dealer with the SEC and a member in good
standing of the National Association of Securities Dealers, Inc. (the
"NASD").

      NOW THEREFORE, in consideration of the premises and of the mutual
covenants here contained and other good and valuable consideration the
receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

      1.    SALE OF CAPITAL COMPANY SHARES.
            ------------------------------

      1.1.  Walnut Street agrees to sell to General American those shares of
Capital Company which it orders, executing such orders on a daily basis at
the net asset value next computed after receipt by the Capital Company or its
designee of the order for the shares of the



<PAGE> 2

Capital Company.  For purposes of this Section 1.1., General American shall be
the designee of the Capital Company for receipt of such orders from each
Account and receipt by such designee shall constitute receipt by the Capital
Company; provided that Capital Company receives notice of such order by 8:30
a.m. St. Louis time on the next following Business Day.  "Business Day" shall
mean any day on which the New York Stock Exchange is open for trading and on
which Capital Company calculates its net asset value pursuant to the rules of
the SEC.

      1.2.  Capital Company agrees to make shares of its Funds available
indefinitely for purchase at the applicable net asset value per share by
General American and its Accounts on those days on which the Capital Company
calculates its net asset value pursuant to rules of the SEC, and Capital
Company shall use reasonable efforts to calculate such net asset value on
each day on which the New York Stock Exchange is open for trading.
Notwithstanding the foregoing, the Board of Directors of the Capital Company
(the "Board") may refuse to sell shares of any Fund to any person, or suspend
or terminate the offering of shares of any Fund if such action is required by
law or by regulatory authorities having jurisdiction or is, in the sole
discretion of the Board acting in good faith and in light of their fiduciary
duties under federal and any applicable state laws, necessary in the best
interests of the shareholders of such Fund.

      1.3.  Capital Company and Walnut Street agree that shares of the Funds
will be sold only to participating insurance companies and their separate
accounts.  No shares of the Fund will be sold to the general public.

      1.4.  Capital Company agrees to redeem for cash, on General American's
request, any full or fractional shares of the Funds held by General American,
executing such requests on a daily basis at the net asset value next computed
after receipt by Capital Company or its designee of the request for
redemption.  For purposes of this Section 1.4., General American shall be the
designee of the Capital Company for receipt of requests for redemption from
each account and receipt by such designee shall constitute receipt by Capital
Company; provided that Capital Company receives notice of such request for
redemption on the next following Business Day.

      1.5.  General American agrees to purchase and redeem shares of the
Funds offered by the then-current prospectus of Capital Company and in
accordance with the provisions of such prospectus.

      1.6.  General American shall pay for Capital Company shares on the next
Business Day after an order to purchase Capital Company shares is made in
accordance with the provisions of Section 1.1 hereof.  Payment shall be in
federal funds transmitted by wire.

      1.7.  Issuance and transfer of Fund shares shall be by book entry only.
Stock certificates shall not be issued to General American or any Account.
Shares ordered from the Capital Company shall be recorded in an appropriate
title for each Account or the appropriate subaccount of each Account.

      1.8.  Capital Company shall furnish same day notice (by wire or
telephone, followed by written confirmation) to General American of any
income dividends or capital gain distributions payable on the Funds' shares.
General American hereby elects to receive all such


                                    2
<PAGE> 3

income, dividends, and capital gain distributions as are payable on the Funds'
shares in additional shares of that Fund.  Capital Company shall notify General
American of the number of shares so issued as payment of such dividends and
distributions.

      1.9.  Capital Company shall make the net asset value per share for each
Fund available to General American on a daily basis as soon as reasonably
practical after the net asset value per share is calculated.

      2.    PROSPECTUSES AND PROXY STATEMENTS; VOTING.
            -----------------------------------------

      2.1.  Walnut Street shall provide General American, at General
American's expense, with as many copies of Capital Company's current
prospectus as General American may reasonably request.  If requested by
General American in lieu thereof, Capital Company shall provide such
documentation (including a final copy of the new prospectus as set in type at
Capital Company's expense) and other assistance as is reasonably necessary in
order for General American once each year (or more frequently if the
prospectus for Capital Company is amended) to have the prospectus or private
offering memorandum for the Contracts and Capital Company's prospectus
printed together in one document, such printing to be at General American's
expense.

      2.2.  Capital Company's prospectus shall state that a statement of
additional information for Capital Company is available from Capital Company,
at its expense.  Capital Company shall provide such statement of additional
information free of charge to General American and to any owner of a Contract
or prospective owner who requests such statement.

      2.3.  Capital Company, at its expense, shall provide General American
with copies of any proxy material, reports to shareholders, and other
communications to shareholders in such quantity as General American shall
reasonably require for distributing to Contract Owners.

      2.4.  If and to the extent required by law, General American shall:

      (i)     solicit voting instructions from Contract Owners;
      (ii)    vote Fund shares in accordance with instructions received from
              Contract Owners; and
      (iii)   vote Capital Company shares for which no instructions have been
              received in the same proportion as shares of such Fund for
              which instructions have been received,

so long as and to the extent that the SEC continues to interpret the 1940 Act
to require pass through voting privileges for variable Contract Owners.
General American reserves the right to vote as it sees fit Capital Company
shares held in any segregated asset Account in its own right, to the extent
permitted by law.

      2.5.  Capital Company will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular Capital Company will
either provide for annual meetings or comply with the requirements of
Sec.16(a) of the 1940 Act with respect to periodic elections of directors and
with whatever rules the SEC may promulgate with respect thereto.


                                    3
<PAGE> 4

      3.    SALES MATERIAL AND INFORMATION.
            ------------------------------

      3.1.  General American shall furnish, or shall cause to be furnished,
to Walnut Street, Capital Company, or their designees each piece of sales
literature or other promotional material in which Capital Company, Conning,
or Walnut Street is named, at least 15 Business Days prior to its use.  No
such material shall be used if Walnut Street, Capital Company, or their
respective designees object to such use within 15 business days after receipt
of such material.

      3.2.  General American shall not give any information or make any
representations or statements on behalf of Capital Company or concerning
Capital Company in connection with the sale of the Contracts other than the
information or representations contained in the registration statement or
prospectus for Capital Company shares, as such registration statement and
prospectus may be amended or supplemented from time to time, or in reports or
proxy statements for the Capital Company, or in sales literature or other
promotional material approved by the Capital Company or its designee or by
Walnut Street, except with the permission of the Capital Company or Walnut
Street or the designee of either.

      3.3.  Capital Company, Walnut Street, or their respective designees
shall furnish, or shall cause to be furnished, to General American or its
designee, each piece of sales literature or other promotional material in
which General American or its separate accounts is named at least 15 Business
Days prior to its use.  No such material shall be used if General American or
its designee objects to such use within 15 Business Days after receipt of
such material.

      3.4.  Capital Company and Walnut Street shall not give any information
or make any representations on behalf of General American or concerning
General American, each Account, or the Contracts other than the information
or representations contained in a registration statement, private offering
memorandum, or prospectus for the Contracts, as such registration statement,
private offering memorandum, and prospectus may be amended or supplemented
from time to time, or in published reports for each Account which are in the
public domain or approved by General American for distribution to Contract
Owners, or in sales literature or other promotional material approved by
General American or its designee, except with the permission of General
American.

      3.5.  Capital Company will provide to General American at least one
complete copy of all registration statements, prospectuses, statements of
additional information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to Capital
Company or its shares, contemporaneously with the filing of such document
with the SEC or other regulatory authorities.

      3.6.  General American will provide to Capital Company at least one
complete copy of all private offering memoranda, registration statements,
prospectuses, statements of additional information, reports, solicitations
for voting instructions, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all
amendments to any


                                    4
<PAGE> 5

of the above, that relate to the Contracts or each Account, contemporaneously
with the filing of such document with the SEC or other regulatory authorities
or first use if there is no such filing.

      3.7.  For purposes of this Article 3, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine,
or other periodical, radio, television, telephone or tape recording,
videotape display, signs or billboards, motion pictures, or other public
media), sales literature (i.e., any written communication distributed or made
generally available to customers or the public, including brochures,
circulars, research reports, illustrative software, market letters, form
letters, seminar texts, reprints or excerpts of any other advertisement,
sales literature, or published article), educational or training materials or
other communications distributed or made generally available to some or all
agents or employees, and registration statements, prospectuses, private
offering memoranda, statements of additional information, shareholder
reports, and proxy materials.

      4.    FEES AND EXPENSES.
            -----------------

      4.1.  Capital Company and Walnut Street shall pay no fee or other
compensation to General American or each other under this agreement, unless
and until a Fund adopts and implements a plan pursuant to Rule 12b-1 of the
1940 Act to finance distribution expenses.

      4.2.  All expenses incident to performance by Capital Company under
this Agreement shall be paid by Capital Company.  Capital Company shall see
to it that all its shares are registered and authorized for issuance in
accordance with applicable federal law and, if and to the extent deemed
advisable by Capital Company, in accordance with applicable state laws prior
to their sale.  Capital Company shall bear the expenses for the cost of
registration and qualification of Capital Company's shares, preparation and
filing of Capital Company's prospectus and registration statement, proxy
materials and reports, setting the prospectus in type, setting in type and
printing the proxy materials and reports to shareholders (including the costs
of printing a prospectus that constitutes an annual report), the preparation
of all statements and notices required by any federal or state law, and all
taxes on the issuance or transfer of Capital Company's shares.

      4.3.  General American shall bear the expenses of printing and
distributing Capital Company's prospectus to owners of Contracts issued by
General American and of distributing Capital Company's proxy materials and
reports to such Contract Owners.

      5.    DIVERSIFICATION.
            ---------------

      Capital Company shall at all times invest money from the Contracts in
such a manner as to ensure that the Contracts will be treated as variable
contracts under the Internal Revenue Code and the regulations issued
thereunder.  Without limiting the scope of the foregoing, Capital Company
shall at all times comply with Sec.817(h) of the Code and Treasury Regulation
1.817-5, relating to the diversification requirements for variable annuity,
endowment, or life insurance contracts and any amendments or other
modifications to such section or regulations.


                                    5
<PAGE> 6

      6.    POTENTIAL CONFLICTS.
            -------------------

      6.1.  The Board will monitor Capital Company for the existence of any
material irreconcilable conflict between the interests of the Contract Owners
of all separate accounts investing in Capital Company.  An irreconcilable
material conflict may arise for a variety of reasons, including: (a) an
action by any state insurance regulatory authority; (b) a change in
applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Fund are
being managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance Contract Owners; or (f) a
decision by an insurer to disregard the voting instructions of Contract
Owners.  The Board shall promptly inform General American if it determines
that an irreconcilable material conflict exists and the implications thereof.

      6.2.  General American shall report any potential or existing conflicts
of which it is aware to the Board.  General American shall assist the Board
in carrying out its responsibilities under the rules governing shared
funding, by providing the Board with all information reasonably necessary for
the Board to consider any issues raised.  This includes, but is not limited
to, an obligation by General American to inform the Board whenever Contract
Owner voting instructions are disregarded.

      6.3.  If it is determined by a majority of the Board, or a majority of
its disinterested members, that a material irreconcilable conflict exists,
General American and other participating insurance companies shall, at their
expense and to the extent reasonably practicable (as determined by a majority
of the disinterested members), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including:  (a)
withdrawing the assets allocable to some or all of the separate accounts from
Capital Company or any Fund and reinvesting such assets in a different
investment medium, including, but not limited to, another Fund, or submitting
the question whether such segregation should be implemented to a vote of all
affected Contract Owners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more participating insurance
companies) that votes in favor of such segregation, or offering to the
affected Contract Owners the option of making such a change; and (b)
establishing a new registered management investment company or managed
separate account.

      6.4.  If a material irreconcilable conflict arises because of a
decision by General American to disregard Contract Owner voting instructions
and that decision represents a minority position or would preclude a majority
vote, General American may be required, at Capital Company's election, to
withdraw the affected Account's investment in the Capital Company and
terminate this Agreement with respect to such Account; provided, however that
such withdrawal and termination shall be limited to the extent required by
the foregoing material irreconcilable conflict as determined by a majority of
the disinterested members of the Board.  Any such withdrawal and termination
must take place within six (6) months after the Capital Company gives written
notice that this provision is being implemented, and until the end of that


                                    6
<PAGE> 7

six (6) month period Walnut Street and Capital Company shall continue to
accept and implement orders by General American for the purchase and
redemption of Fund shares.

      6.5.  For purposes of Sec.Sec. 6.3 through 6.5 of this Agreement, a
majority of the disinterested members of the Board shall determine whether
any proposed action adequately remedies any irreconcilable material conflict,
but in no event will Capital Company be required to establish a new funding
medium for the Contracts.  General American shall not be required by Sec.6.3
to establish a new funding medium for the Contracts if an offer to do so has
been declined by vote of a majority of Contract Owners materially adversely
affected by the irreconcilable material conflict.  In the event that the
Board determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then General American will withdraw the
Account's investment in the Capital Company and terminate this Agreement
within six (6) months after the Board informs the Company in writing of the
foregoing determination, provided, however, that such withdrawal and
termination shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested
members of the Board.

      7.    TERMINATION OF AGREEMENT.
            ------------------------

      7.1.  This Agreement may be terminated at any time by General American
on 180 days' written notice to Capital Company and Walnut Street or by
Capital Company or Walnut Street on 180 days' written notice to General
American.

      7.2.  Notwithstanding any termination of this Agreement, Capital
Company and Walnut Street shall, at the option of General American, continue
to make available additional shares of the Capital Company pursuant to the
terms and conditions of this Agreement, for all Contracts in effect on the
effective date of termination of this Agreement ("Existing Contracts").
Specifically, without limitation, the owners of the Existing Contracts shall
be permitted to reallocate investments in Capital Company, redeem investments
in Capital Company, or invest in Capital Company upon the making of
additional purchase payments under the Existing Contracts.  A termination
under Sec.6 of this Agreement shall end rights of the owners of Existing
Contracts.

      7.3.  General American shall not redeem Capital Company shares
attributable to the Contracts (as opposed to Capital Company shares
attributable to General American's assets held in the Account) except:  (i)
as necessary to implement Contract Owner initiated transactions; or (ii) as
required by state or federal laws or regulations or judicial or other legal
precedent of general application (a "Legally Required Redemption").  Upon
request, General American will promptly furnish to Capital Company and Walnut
Street the opinion of counsel for General American (which counsel shall be
reasonably satisfactory to Capital Company and Walnut Street) to the effect
that any redemption pursuant to clause (ii) above is a Legally Required
Redemption.  Furthermore, except in cases where permitted under the terms of
the Contracts, the Company shall not prevent Contract Owners from allocating
payments to a Fund that was otherwise available under the Contracts without
first giving Capital Company or Walnut Street 90 days' notice of its
intention to do so.


                                    7
<PAGE> 8

      8.    NOTICES.  Any notice under this Agreement shall be in writing
            -------
and:  (a) if to Capital Company, delivered or mailed postage prepaid to it at
700 Market Street, St. Louis, MO 63101; (b) if to Walnut Street, delivered or
mailed postage prepaid to it at 400 South Fourth Street, Suite 1000, St.
Louis, MO 63102; and (c) if to General American, delivered, or mailed postage
prepaid to it at 700 Market Street, St. Louis, MO 63101.  The parties shall
the have right to designate any other address hereafter by written notice to
the other parties.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their corporate names, all as of the date first above written.

                                          GENERAL AMERICAN LIFE
                                          INSURANCE COMPANY



ATTEST: --------------------------        BY --------------------------------
            Robert J. Banstetter                Richard A. Liddy
            Secretary                           President



                                          GENERAL AMERICAN
                                          CAPITAL COMPANY



ATTEST: --------------------------        BY --------------------------------
            Christopher A. Martin               Richard A. Liddy
            Secretary                           President




                                          WALNUT STREET SECURITIES


ATTEST: --------------------------        BY --------------------------------
            Joyce W. Hillebrand                 Milton F. Svetanics
            Assistant Secretary                 Vice President





                                    8

<PAGE> 1

Exhibit 1.(8)(b)

                             AMENDED AND RESTATED
                             --------------------

                           PARTICIPATION AGREEMENT
                           -----------------------

                                    Among


                     VARIABLE INSURANCE PRODUCTS FUND II,
                     -----------------------------------

                      FIDELITY DISTRIBUTORS CORPORATION
                      ---------------------------------

                                     and

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                   ---------------------------------------


      THIS AGREEMENT is made and entered into as of this 15th day of
February, 1995 by and among GENERAL AMERICAN LIFE INSURANCE COMPANY,
(hereinafter the "Company"), a Missouri corporation, on its own behalf and on
behalf of each segregated asset account of the Company set forth on Schedule
A hereto as such schedule may be amended from time to time (each such account
hereinafter referred to as the "Account" and collectively as the "Accounts"),
and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts (hereinafter
the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the
"Underwriter"), a Massachusetts corporation.  This Agreement replaces and
supersedes that certain Participation Agreement among the parties dated as of
October 28, 1994, as heretofore amended, which agreement is hereby amended in
its entirety.

      WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established for variable life insurance policies and
variable annuity contracts (collectively, the "Variable Insurance Products")
to be offered by insurance companies which have entered into participation
agreements with the Fund and the Underwriter (hereinafter "Participating
Insurance Companies"); and

      WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio" and representing the interest
in a particular managed portfolio of securities and other assets; and

      WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated September 17, 1986 (File No. 812-6422), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940,


                                    1
<PAGE> 2

as amended, (hereinafter the "1940 Act") and Rules 6e-2(b)(15) and
6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund
to be sold to and held by variable annuity and variable life insurance separate
accounts of both affiliated and unaffiliated life insurance companies
(hereinafter the "Shared Funding Exemptive Order"); and

      WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and

      WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly
registered as an investment adviser under the federal Investment Advisers Act
of 1940 and any applicable state securities law; and

      WHEREAS, the Company has registered or will register certain variable
life and variable annuity contracts under the 1933 Act, and offers or will
offer for sale certain other group variable annuity contracts which are or
will be exempt from registration; and

      WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date shown for such Account on Schedule A hereto, to set
aside and invest assets attributable to one or more variable life and annuity
contracts; and

      WHEREAS, the Company has registered or will register certain of the
Accounts as a unit investment trust under the 1940 Act and certain of the
Accounts are exempt from registration; and

      WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act
of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc. (hereinafter
"NASD"); and

      WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on
behalf of each Account to fund certain of the aforesaid variable life and
variable annuity contracts and the Underwriter is authorized to sell such
shares to unit investment trusts such as each Account at net asset value;

      NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:

                       ARTICLE I.  Sale of Fund Shares
                                   -------------------

      1.1.  The Underwriter agrees to sell to the Company those shares of the
Fund which each Account orders, executing such orders on a daily basis at the
net asset value next computed after receipt by the Fund or its designee of
the order for the shares of the Fund.  For purposes of this Section 1.1, the
Company shall be the designee of the Fund for receipt of such orders from
each Account and receipt by such designee shall constitute receipt by the
Fund; provided that the


                                    2
<PAGE> 3

Fund receives notice of such order by 9:30 a.m. Boston time on the next
following Business Day. "Business Day" shall mean any day on which the New
York Stock Exchange is open for trading and on which the Fund calculates its
net asset value pursuant to the rules of the Securities and Exchange
Commission.

      1.2.  The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company and its
Accounts on those days on which the Fund calculates its net asset value
pursuant to rules of the Securities and Exchange Commission and the Fund
shall use reasonable efforts to calculate such net asset value on each day
which the New York Stock Exchange is open for trading.  Notwithstanding the
foregoing, the Board of Trustees of the Fund (hereinafter the "Board") may
refuse to sell shares of any Portfolio to any person, or suspend or terminate
the offering of shares of any Portfolio if such action is required by law or
by regulatory authorities having jurisdiction or is, in the sole discretion
of the Board acting in good faith and in light of their fiduciary duties
under federal and any applicable state laws, necessary in the best interests
of the shareholders of such Portfolio.

      1.3.  The Fund and the Underwriter agree that shares of the Fund will
be sold only to Participating Insurance Companies and their separate
accounts.  No shares of any Portfolio will be sold to the general public.

      1.4.  The Fund and the Underwriter will not sell Fund shares to any
insurance company or separate account unless an agreement containing
provisions substantially the same as Articles I, III, V, VII and Section 2.5
of Article II of this Agreement is in effect to govern such sales.

      1.5.  The Fund agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt
by the Fund or its designee of the request for redemption.  For purposes of
this Section 1.5, the Company shall be the designee of the Fund for receipt
of requests for redemption from each Account and receipt by such designee
shall constitute receipt by the Fund; provided that the Fund receives notice
of such request for redemption on the next following Business Day.

      1.6.  The Company agrees to purchase and redeem the shares of selected
Portfolios offered by the then-current prospectus of the Fund and in
accordance with the provisions of such prospectus.  The Company agrees that
all net amounts available under the variable life and variable annuity
contracts with the form number(s) which are listed on Schedule B attached
hereto and incorporated herein by this reference, as such Schedule B may be
amended from time to time hereafter by mutual written agreement of all the
parties hereto, (the "Contracts") shall be invested in the Fund, in such
other Funds advised by the Adviser as may be mutually agreed to in writing by
the parties hereto, or in the Company's general account or in other separate
accounts of the Company managed by the Company or an affiliate, provided that
such amounts may also be invested in an investment company other than the
Fund if (a) such other investment company, or series thereof, has investment
objectives or policies that are substantially different from the investment
objectives and policies of all the Portfolios of the Fund; or (b) the Company
gives the Fund and the Underwriter 45 days written notice of its intention to
make such other investment


                                    3
<PAGE> 4

company available as a funding vehicle for the Contracts; or (c) such other
investment company was available as a funding vehicle for the Contracts prior
to the date of this Agreement and the Company so informs the Fund and
Underwriter prior to their signing this Agreement; or (d) the Fund or
Underwriter consents to the use of such other investment company.

      1.7.  The Company shall pay for Fund shares on the next Business Day
after an order to purchase Fund shares is made in accordance with the
provisions of Section 1.1 hereof.  Payment shall be in federal funds
transmitted by wire.  For purpose of Section 2.10 and 2.11, upon receipt by
the Fund of the federal funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of the
Fund.

      1.8.  Issuance and transfer of the Fund's shares will be by book entry
only.  Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title for
each Account or the appropriate subaccount of each Account.

      1.9.  The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income dividends or
capital gain distributions payable on the Fund's shares.  The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Portfolio shares in additional shares of that Portfolio.
The Company reserves the right to revoke this election and to receive all
such income dividends and capital gain distributions in cash.  The Fund shall
notify the Company of the number of shares so issued as payment of such
dividends and distributions.

      1.10.  The Fund shall make the net asset value per share for each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 7 p.m.
Boston time.

                 ARTICLE II.  Representations and Warranties
                              ------------------------------

      2.1.  The Company represents and warrants that the Contracts are
registered under the 1933 Act or are exempt from registration thereunder;
that the Contracts will be issued and sold in compliance in all material
respects with all applicable Federal and State laws and that the sale of the
Contracts shall comply in all material respects with state insurance
suitability requirements.  The Company further represents and warrants that
it is an insurance company duly organized and in good standing under
applicable law and that it has legally and validly established each Account
prior to any issuance or sale thereof as a segregated asset account under
Section 376.309 of the Insurance Code of the State of Missouri and that each
Account is or will be registered as a unit investment trust in accordance
with the provisions of the 1940 Act to serve as a segregated investment
account for the Contracts or is exempt from registration thereunder.

      2.2.  The Fund represents and warrants that Fund shares sold pursuant
to this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of Missouri and
all applicable federal and state securities laws and that the Fund is and
shall remain registered under the 1940 Act.  The Fund shall amend


                                    4
<PAGE> 5

the Registration Statement for its shares under the 1933 Act and the 1940 Act
from time to time as required in order to effect the continuous offering of
its shares.  The Fund shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the extent
deemed advisable by the Fund or the Underwriter.

      2.3.  The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986,
as amended, (the "Code") and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately upon having a reasonable basis
for believing that it has ceased to so qualify or that it might not so
qualify in the future.

      2.4.  The Company represents that the Contracts are currently treated
as endowment, annuity or life insurance contracts, under applicable
provisions of the Code and that it will make every effort to maintain such
treatment and that it will notify the Fund and the Underwriter immediately
upon having a reasonable basis for believing that the Contracts have ceased
to be so treated or that they might not be so treated in the future.

      2.5.  The Fund currently does not intend to make any payments to
finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or
otherwise, although it may make such payments in the future.  The Fund has
adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no
payments for distribution expenses.  To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a
board of trustees, a majority of whom are not interested persons of the Fund,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.

      2.6.  The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various
states except that the Fund represents that the Fund's investment policies,
fees and expenses are and shall at all times remain in compliance with the
laws of the State of Missouri and the Fund and the Underwriter represent that
their respective operations are and shall at all times remain in material
compliance with the laws of the State of Missouri to the extent required to
perform this Agreement.

      2.7.  The Underwriter represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC.
The Underwriter further represents that it will sell and distribute the Fund
shares in accordance with the laws of the State of Missouri and all
applicable state and federal securities laws, including without limitation
the 1933 Act, the 1934 Act, and the 1940 Act.

      2.8.  The Fund represents that it is lawfully organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act.

      2.9.  The Underwriter represents and warrants that the Adviser is and
shall remain duly registered in all material respects under all applicable
federal and state securities laws and


                                    5
<PAGE> 6

that the Adviser shall perform its obligations for the Fund in compliance in
all material respects with the laws of the State of Missouri and any applicable
state and federal securities laws.

      2.10.  The Fund and Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money or securities of the Fund are and
shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time.  The aforesaid
Bond shall include coverage for larceny and embezzlement and shall be issued
by a reputable bonding company.

      2.11.  The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other entities dealing with the
money or securities of the Fund are and shall continue to be at all times
covered by a blanket fidelity bond or similar coverage for the benefit of the
Fund, in an amount not less than five million dollars ($5 million).  The
aforesaid Bond shall include coverage for larceny and embezzlement and shall
be issued by a reputable bonding company.

           ARTICLE III.  Prospectuses and Proxy Statements; Voting
                         -----------------------------------------

      3.1.  The Underwriter shall provide the Company with as many printed
copies of the Fund's current prospectus and Statement of Additional
Information as the Company may reasonably request.  If requested by the
Company in lieu thereof, the Fund shall provide camera-ready film or computer
diskettes containing the Fund's prospectus and Statement of Additional
Information, and such other assistance as is reasonably necessary in order
for the Company once each year (or more frequently if the prospectus and/or
Statement of Additional Information for the Fund is amended during the year)
to have the prospectus for the Contracts and the Fund's prospectus printed
together in one document, and to have the Statement of Additional Information
for the Fund and the Statement of Additional Information for the Contracts
printed together in one document.  Alternatively, the Company may print the
Fund's prospectus and/or its Statement of Additional Information in
combination with other fund companies' prospectuses and statements of
additional information.  Except as provided in the following three sentences,
all expenses of printing and distributing Fund prospectuses and Statements of
Additional Information shall be the expense of the Company.  For prospectuses
and Statements of Additional Information provided by the Company to its
existing owners of Contracts in order to update disclosure as required by the
1933 Act and/or the 1940 Act, the cost of printing shall be borne by the
Fund.  If the Company chooses to receive camera-ready film or computer
diskettes in lieu of receiving printed copies of the Fund's prospectus, the
Fund will reimburse the Company in an amount equal to the product of A and B
where A is the number of such prospectuses distributed to owners of the
Contracts, and B is the Fund's per unit cost of typesetting and printing the
Fund's prospectus.  The same procedures shall be followed with respect to the
Fund's Statement of Additional Information.

      The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund to assure that the
Fund's expenses do not include the


                                    6
<PAGE> 7

cost of printing any prospectuses or Statements of Additional Information other
than those actually distributed to existing owners of the Contracts.

      3.2.  The Fund's prospectus shall state that the Statement of
Additional Information for the Fund is available from the Underwriter or the
Company (or in the Fund's discretion, the Prospectus shall state that such
Statement is available from the Fund).

      3.3.  The Fund, at its expense, shall provide the Company with copies
of its proxy statements, reports to shareholders, and other communications
(except for prospectuses and Statements of Additional Information, which are
covered in Section 3.1) to shareholders in such quantity as the Company shall
reasonably require for distributing to Contract owners.


      3.4.      If and to the extent required by law the Company shall:
          (i)   solicit voting instructions from Contract owners;
         (ii)   vote the Fund shares in accordance with instructions received
                from Contract owners; and
        (iii)   vote Fund shares for which no instructions have been received
                in the same proportion as Fund shares of such portfolio for
                which instructions have been received,
so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners.  The Company reserves the right to vote Fund
shares held in any segregated asset account in its own right, to the extent
permitted by law.  Participating Insurance Companies shall be responsible for
assuring that each of their separate accounts participating in the Fund
calculates voting privileges in a manner consistent with the standards set
forth on Schedule C attached hereto and incorporated herein by this
reference, which standards will also be provided to the other Participating
Insurance Companies.

      3.5.  The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will either
provide for annual meetings or comply with Section 16(c) of the 1940 Act
(although the Fund is not one of the trusts described in Section 16(c) of
that Act) as well as with Sections 16(a) and, if and when applicable, 16(b).
Further, the Fund will act in accordance with the Securities and Exchange
Commission's interpretation of the requirements of Section 16(a) with respect
to periodic elections of trustees and with whatever rules the Commission may
promulgate with respect thereto.


                                    7
<PAGE> 8

               ARTICLE IV.  Sales Material and Information
                            ------------------------------

      4.1.  The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or its investment adviser or the Underwriter is
named, at least fifteen Business Days prior to its use.  No such material
shall be used if the Fund or its designee object to such use within fifteen
Business Days after receipt of such material.

      4.2.  The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the
Fund, or in sales literature or other promotional material approved by the
Fund or its designee or by the Underwriter, except with the permission of the
Fund or the Underwriter or the designee of either.

      4.3.  The Fund, Underwriter, or its designee shall furnish, or shall
cause to be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company or its separate
account(s), is named at least fifteen Business Days prior to its use.  No
such material shall be used if the Company or its designee object to such use
within fifteen Business Days after receipt of such material.

      4.4.  The Fund and the Underwriter shall not give any information or
make any representations on behalf of the Company or concerning the Company,
each Account, or the Contracts other than the information or representations
contained in any registration statement, prospectus or offering materials for
the Contracts, as such may be amended or supplemented from time to time, or
in published reports for each Account which are in the public domain or
approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

      4.5.  The Fund will provide to the Company at least one complete copy
of all registration statements, prospectuses, Statements of Additional
Information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to the Fund or
its shares, contemporaneously with the filing of such document with the
Securities and Exchange Commission or other regulatory authorities.

      4.6.  The Company will provide to the Fund at least one complete copy
of any registration statements, prospectuses, Statements of Additional
Information, reports, solicitations for voting instructions, sales literature
and other promotional materials, applications for exemptions, requests for no
action letters, and all amendments to any of the above, that relate to the
Contracts or each Account, contemporaneously with the filing of such document
with the SEC or other regulatory authorities.  In the case of unregistered
Contracts, in lieu of providing prospectuses and Statements of Additional
Information, the Company shall provide the fund with one complete copy of the
offering materials for the Contracts.


                                    8
<PAGE> 9

      4.7.  For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine,
or other periodical, radio, television, telephone or tape recording,
videotape display, signs or billboards, motion pictures, or other public
media), sales literature (i.e., any written communication distributed or
                          ----
made generally available to customers or the public, including brochures,
circulars, research reports, market letters, form letters, seminar texts,
reprints or excerpts of any other advertisement, sales literature, or
published article), educational or training materials or other communications
distributed or made generally available to some or all agents or employees,
and registration statements, prospectuses, Statements of Additional
Information, shareholder reports, and proxy materials.

                        ARTICLE V.  Fees and Expenses
                                    -----------------

      5.1.  The Fund and Underwriter shall pay no fee or other compensation
to the Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-1 to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the Underwriter
in writing and such payments will be made out of existing fees otherwise
payable to the Underwriter, past profits of the Underwriter or other
resources available to the Underwriter.  No such payments shall be made
directly by the Fund.  Currently, no such payments are contemplated.

      5.2.  All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund.  The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with
applicable federal law and, if and to the extent deemed advisable by the
Fund, in accordance with applicable state laws prior to their sale.  The Fund
shall bear the expenses for the cost of registration and qualification of the
Fund's shares, preparation and filing of the Fund's prospectus and
registration statement, proxy materials and reports, setting the prospectus
in type, setting in type and printing the proxy materials and reports to
shareholders (including the costs of printing a prospectus that constitutes
an annual report), the preparation of all statements and notices required by
any federal or state law, and all taxes on the issuance or transfer of the
Fund's shares.

      5.3.  The Company shall bear the expenses of distributing the Fund's
prospectus, proxy materials and reports to owners of Contracts issued by the
Company.


                         ARTICLE VI.  Diversification
                                      ---------------

      6.1.  The Fund will at all times invest money from the Contracts in
such a manner as to ensure that the Contracts will be treated as variable
contracts under the Code and the regulations issued thereunder.  Without
limiting the scope of the foregoing, the Fund will at all times comply with
Section 817(h) of the Code and Treasury Regulation  1.817-5, relating to the
diversification requirements for variable annuity, endowment, or life
insurance contracts and any amendments or other modifications to such Section
or Regulations.


                                    9
<PAGE> 10

                      ARTICLE VII.  Potential Conflicts
                                    -------------------

      7.1.  The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund.  An irreconcilable material conflict
may arise for a variety of reasons, including:  (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretative letter, or any similar
action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Portfolio are being managed; (e) a
difference in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (f) a decision by an insurer to
disregard the voting instructions of contract owners.  The Board shall
promptly inform the Company if it determines that an irreconcilable material
conflict exists and the implications thereof.

      7.2.  The Company will report any potential or existing conflicts of
which it is aware to the Board.  The Company will assist the Board in
carrying out its responsibilities under the Shared Funding Exemptive Order,
by providing the Board with all information reasonably necessary for the
Board to consider any issues raised.  This includes, but is not limited to,
an obligation by the Company to inform the Board whenever contract owner
voting instructions are disregarded.

      7.3.  If it is determined by a majority of the Board, or a majority of
its disinterested trustees, that a material irreconcilable conflict exists,
the Company and other Participating Insurance Companies shall, at their
expense and to the extent reasonably practicable (as determined by a majority
of the disinterested trustees), take whatever steps are necessary to remedy
or eliminate the irreconcilable material conflict, up to and including:  (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different
investment medium, including (but not limited to) another Portfolio of the
Fund, or submitting the question whether such segregation should be
implemented to a vote of all affected Contract owners and, as appropriate,
segregating the assets of any appropriate group (i.e., annuity contract
                                                 ----
owners, life insurance contract owners, or variable contract owners of one or
more Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected contract owners the option of making
such a change; and (2), establishing a new registered management investment
company or managed separate account.

      7.4.  If a material irreconcilable conflict arises because of a
decision by the Company to disregard contract owner voting instructions and
that decision represents a minority position or would preclude a majority
vote, the Company may be required, at the Fund's election, to withdraw the
affected Account's investment in the Fund and terminate this Agreement with
respect to such Account; provided, however that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested
members of the Board.  Any such withdrawal and termination must take place
within six (6) months after the Fund gives written notice that this provision
is being


                                    10
<PAGE> 11

implemented, and until the end of that six month period the Underwriter and
Fund shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Fund.

      7.5.  If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Fund and terminate this Agreement with
respect to such Account within six months after the Board informs the Company
in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested
members of the Board.  Until the end of the foregoing six month period, the
Underwriter and Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.

      7.6.  For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether
any proposed action adequately remedies any irreconcilable material conflict,
but in no event will the Fund be required to establish a new funding medium
for the Contracts.  The Company shall not be required by Section 7.3 to
establish a new funding medium for the Contracts if an offer to do so has
been declined by vote of a majority of Contract owners materially adversely
affected by the irreconcilable material conflict. In the event that the Board
determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then the Company will withdraw the
Account's investment in the Fund and terminate this Agreement within six (6)
months after the Board informs the Company in writing of the foregoing
determination, provided, however, that such withdrawal and termination shall
be limited to the extent required by any such material irreconcilable
conflict as determined by a majority of the disinterested members of the
Board.

      7.7.  If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of
the Act or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the Shared Funding Exemptive Order) on terms and
conditions materially different from those contained in the Shared Funding
Exemptive Order, then (a) the Fund or the Participating Insurance Companies,
as appropriate, shall take such steps as may be necessary to comply with
Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent
such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and
7.5 of this Agreement shall continue in effect only to the extent that terms
and conditions substantially identical to such Sections are contained in such
Rule(s) as so amended or adopted.



                                    11
<PAGE> 12

                        ARTICLE VIII.  Indemnification
                                       ---------------

      8.1.  Indemnification By The Company
            ------------------------------

      8.1(a).  The Company agrees to indemnify and hold harmless the Fund and
each trustee of the Board and officers and each person, if any, who controls
the Fund within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement
with the written consent of the Company) or litigation (including legal and
other expenses), to which the Indemnified Parties may become subject under
any statute, regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's shares or
the Contracts and:

              (i)  arise out of or are based upon any untrue statements or
      alleged untrue statements of any material fact contained in any
      Registration Statement, prospectus or other offering materials for the
      Contracts or contained in the Contracts or sales literature for the
      Contracts (or any amendment or supplement to any of the foregoing), or
      arise out of or are based upon the omission or the alleged omission to
      state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, provided that
      this agreement to indemnify shall not apply as to any Indemnified Party
      if such statement or omission or such alleged statement or omission was
      made in reliance upon and in conformity with information furnished to
      the Company by or on behalf of the Fund for use in any Registration
      Statement or prospectus for the Contracts or in the Contracts or sales
      literature (or any amendment or supplement) or otherwise for use in
      connection with the sale of the Contracts or Fund shares; or

              (ii)  arise out of or as a result of statements or
      representations (other than statements or representations contained in
      the Registration Statement, prospectus or sales literature of the Fund
      not supplied by the Company, or persons under its control) or wrongful
      conduct of the Company or persons under its control, with respect to
      the sale or distribution of the Contracts or Fund Shares; or

              (iii)  arise out of any untrue statement or alleged untrue
      statement of a material fact contained in a Registration Statement,
      prospectus, or sales literature of the Fund or any amendment thereof or
      supplement thereto or the omission or alleged omission to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading if such a statement or omission was
      made in reliance upon information furnished to the Fund by or on behalf
      of the Company; or

              (iv)  arise as a result of any failure by the Company to
      provide the services and furnish the materials under the terms of this
      Agreement; or


                                    12
<PAGE> 13

              (v)  arise out of or result from any material breach of any
      representation or warranty made by the Company in this Agreement or
      arise out of or result from any other material breach of this Agreement
      by the Company, as limited by and in accordance with the provisions of
      Sections 8.1(b) and 8.1(c) hereof.

              8.1(b).  The Company shall not be liable under this
      indemnification provision with respect to any losses, claims, damages,
      liabilities or litigation incurred or assessed against an Indemnified
      Party as such may arise from such Indemnified Party's willful
      misfeasance, bad faith, or gross negligence in the performance of such
      Indemnified Party's duties or by reason of such Indemnified Party's
      reckless disregard of obligations or duties under this Agreement or to
      the Fund, whichever is applicable.

              8.1(c).  The Company shall not be liable under this
      indemnification provision with respect to any claim made against an
      Indemnified Party unless such Indemnified Party shall have notified the
      Company in writing within a reasonable time after the summons or other
      first legal process giving information of the nature of the claim shall
      have been served upon such Indemnified Party (or after such Indemnified
      Party shall have received notice of such service on any designated
      agent), but failure to notify the Company of any such claim shall not
      relieve the Company from any liability which it may have to the
      Indemnified Party against whom such action is brought otherwise than on
      account of this indemnification provision.  In case any such action is
      brought against the Indemnified Parties, the Company shall be entitled
      to participate, at its own expense, in the defense of such action.  The
      Company also shall be entitled to assume the defense thereof, with
      counsel satisfactory to the party named in the action.  After notice
      from the Company to such party of the Company's election to assume the
      defense thereof, the Indemnified Party shall bear the fees and expenses
      of any additional counsel retained by it, and the Company will not be
      liable to such party under this Agreement for any legal or other
      expenses subsequently incurred by such party independently in
      connection with the defense thereof other than reasonable costs of
      investigation.

              8.1(d).  The Indemnified Parties will promptly notify the
      Company of the commencement of any litigation or proceedings against
      them in connection with the issuance or sale of the Fund Shares or the
      Contracts or the operation of the Fund.


      8.2.  Indemnification by the Underwriter
            ----------------------------------

      8.2(a).  The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may
become subject under any statute, at common


                                    13
<PAGE> 14

law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to the sale
or acquisition of the Fund's shares or the Contracts and:

              (i)    arise out of or are based upon any untrue statement or
                     alleged untrue statement of any material fact contained in
                     the Registration Statement or prospectus or sales
                     literature of the Fund (or any amendment or supplement to
                     any of the foregoing), or arise out of or are based upon
                     the omission or the alleged omission to state therein a
                     material fact required to be stated therein or necessary to
                     make the statements therein not misleading, provided that
                     this agreement to indemnify shall not apply as to any
                     Indemnified Party if such statement or omission or such
                     alleged statement or omission was made in reliance upon
                     and in conformity with information furnished to the
                     Underwriter or Fund by or on behalf of the Company for use
                     in the Registration Statement or prospectus for the Fund
                     or in sales literature (or any amendment or supplement) or
                     otherwise for use in connection with the sale of the
                     Contracts or Fund shares; or

              (ii)   arise out of or as a result of statements or
                     representations (other than statements or representations
                     contained in any Registration Statement, prospectus, other
                     offering materials or sales literature for the Contracts
                     not supplied by the Underwriter or persons under its
                     control) or wrongful conduct of the Fund, Adviser or
                     Underwriter or persons under their control, with respect
                     to the sale or distribution of the Contracts or Fund
                     shares; or

              (iii)  arise out of any untrue statement or alleged untrue
                     statement of a material fact contained in any Registration
                     Statement, prospectus, other offering materials or sales
                     literature covering the Contracts, or any amendment
                     thereof or supplement thereto, or the omission or alleged
                     omission to state therein a material fact required to be
                     stated therein or necessary to make the statement or
                     statements therein not misleading, if such statement or
                     omission was made in reliance upon information furnished
                     to the Company by or on behalf of the Fund; or

              (iv)   arise as a result of any failure by the Fund to provide
                     the services and furnish the materials under the terms of
                     this Agreement (including a failure, whether unintentional
                     or in good faith or otherwise, to comply with the
                     diversification requirements specified in Article VI of
                     this Agreement); or

              (v)    arise out of or result from any material breach of any
                     representation or warranty made by the Underwriter in this
                     Agreement or arise out of or result from any other
                     material breach of this Agreement by the Underwriter; as
                     limited by and in accordance with the provisions of
                     Sections 8.2(b) and 8.2(c) hereof.


                                    14
<PAGE> 15

      8.2(b).  The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason
of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to each Company or the Account, whichever is
applicable.

      8.2(c).  The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within
a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the
Underwriter of any such claim shall not relieve the Underwriter from any
liability which it may have to the Indemnified Party against whom such action
is brought otherwise than on account of this indemnification provision.  In
case any such action is brought against the Indemnified Parties, the
Underwriter will be entitled to participate, at its own expense, in the
defense thereof.  The Underwriter also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Underwriter to such party of the Underwriter's election
to assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Underwriter will
not be liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation.

      8.2(d).  The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its
officers or directors in connection with the issuance or sale of the
Contracts or the operation of each Account.

      8.3.  Indemnification By the Fund
            ---------------------------

      8.3(a).  The Fund agrees to indemnify and hold harmless the Company,
and each of its directors and officers and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act (collectively,
the "Indemnified Parties" for purposes of this Section 8.3) against any and
all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Fund) or litigation (including
legal and other expenses) to which the Indemnified Parties may become subject
under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements result from the gross negligence, bad faith or willful misconduct
of the Board or any member thereof, are related to the operations of the Fund
and:

              (i)    arise as a result of any failure by the Fund to provide
                     the services and furnish the materials under the terms of
                     this Agreement (including a failure to comply with the
                     diversification requirements specified in Article VI of
                     this Agreement);or


                                    15
<PAGE> 16

              (ii)   arise out of or result from any material breach of any
                     representation or warranty made by the Fund in this
                     Agreement or arise out of or result from any other
                     material breach of this Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.

      8.3(b).  The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation incurred or assessed against an Indemnified Party as such may
arise from such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason
of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to the Company, the Fund, the Underwriter or each
Account, whichever is applicable.

      8.3(c).  The Fund shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Fund in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the Fund of
any such claim shall not relieve the Fund from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise
than on account of this indemnification provision.  In case any such action
is brought against the Indemnified Parties, the Fund will be entitled to
participate, at its own expense, in the defense thereof.  The Fund also shall
be entitled to assume the defense thereof, with counsel satisfactory to the
party named in the action.  After notice from the Fund to such party of the
Fund's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Fund will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.

      8.3(d).  The Company and the Underwriter agree promptly to notify the
Fund of the commencement of any litigation or proceedings against it or any
of its respective officers or directors in connection with this Agreement,
the issuance or sale of the Contracts, with respect to the operation of any
Account, or the sale or acquisition of shares of the Fund.


                          ARTICLE IX. Applicable Law
                                      --------------

      9.1.  This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

      9.2.  To the extent they are applicable, this Agreement shall be
subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and
regulations and rulings thereunder, including such exemptions from those
statutes, rules and regulations as the Securities and Exchange Commission may
grant (including, but not limited to, the Shared Funding Exemptive Order) and
the terms hereof shall be interpreted and construed in accordance therewith.


                                    16
<PAGE> 17

                           ARTICLE X. Termination
                                      -----------

      10.1.     This Agreement shall continue in full force and effect until
the first to occur of:

      (a)     termination by any party for any reason by sixty (60) days
              advance written notice delivered to the other parties; or

      (b)     termination by the Company by written notice to the Fund and
              the Underwriter with respect to any Portfolio based upon the
              Company's determination that shares of such Portfolio are not
              reasonably available to meet the requirements of the Contracts;
              or

      (c)     termination by the Company by written notice to the Fund and
              the Underwriter with respect to any Portfolio in the event any
              of the Portfolio's shares are not registered, issued or sold in
              accordance with applicable state or federal law or such law
              precludes the use of such shares as the underlying investment
              media of the Contracts issued or to be issued by the Company;
              or

      (d)     termination by the Company by written notice to the Fund and
              the Underwriter with respect to any Portfolio in the event that
              such Portfolio ceases to qualify as a Regulated Investment
              Company under Subchapter M of the Code or under any successor
              or similar provision, or if the Company reasonably believes
              that the Fund may fail to so qualify; or

      (e)     termination by the Company by written notice to the Fund and
              the Underwriter with respect to any Portfolio in the event that
              such Portfolio fails to meet the diversification requirements
              specified in Article VI hereof; or

      (f)     termination by either the Fund or the Underwriter by written
              notice to the Company, if either one or both of the Fund or the
              Underwriter respectively, shall determine, in their sole
              judgment exercised in good faith, that the Company or its
              affiliated companies has suffered a material adverse change in
              its business, operations, financial condition or prospects
              since the date of this Agreement or is the subject of material
              adverse publicity; or

      (g)     termination by the Company by written notice to the Fund and
              the Underwriter, if the Company shall determine, in its sole
              judgment exercised in good faith, that either the Fund or the
              Underwriter has suffered a material adverse change in its
              business, operations, financial condition or prospects since
              the date of this Agreement or is the subject of material
              adverse publicity; or

      (h)     termination by the Fund or the Underwriter by written notice to
              the Company, if the Company gives the Fund and the Underwriter
              the written notice specified in Section 1.6(b) hereof and at
              the time such notice was given there was no


                                    17
<PAGE> 18

              notice of termination outstanding under any other provision of
              this Agreement; provided, however any termination under this
              Section 10.1(h) shall be effective forty five (45) days after the
              notice specified in Section 1.6(b) was given.

      10.2.  Effect of Termination.  Notwithstanding any termination of
             ---------------------
this Agreement, the Fund and the Underwriter shall at the option of the
Company, continue to make available additional shares of the Fund pursuant to
the terms and conditions of this Agreement, for all Contracts in effect on
the effective date of termination of this Agreement (hereinafter referred to
as "Existing Contracts").  Specifically, without limitation, the owners of
the Existing Contracts shall be permitted to reallocate investments in the
Fund, redeem investments in the Fund or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts.  The parties agree
that this Section 10.2 shall not apply to any terminations under Article VII
and the effect of such Article VII terminations shall be governed by Article
VII of this Agreement.

      10.3.  The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets
held in ant of the Accounts) except (i) as necessary to implement Contract
Owner initiated transactions, or (ii) as required by state or federal laws or
regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption").  Upon request,
the Company will promptly furnish to the Fund and the Underwriter the opinion
of counsel for the Company (which counsel shall be reasonably satisfactory to
the Fund and the Underwriter) to the effect that any redemption pursuant to
clause (ii) above is a Legally Required Redemption.  Furthermore, except in
cases where permitted under the terms of the Contracts, the Company shall not
prevent Contract Owners from allocating payments to a Portfolio that was
otherwise available under the Contracts without first giving the Fund or the
Underwriter 90 days notice of its intention to do so.

                             ARTICLE XI.  Notices
                                          -------

      Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify in
writing to the other party.


         If to the Fund:
              82 Devonshire Street
              Boston, Massachusetts  02109
              Attention:  Treasurer

         If to the Company:
              13045 Tesson Ferry Road
              St. Louis, MO  63128
              Attn:  VUL Administrator

         If to the Underwriter:
              82 Devonshire Street
              Boston, Massachusetts  02109
              Attention:  Treasurer


                                    18
<PAGE> 19

                         ARTICLE XII.  Miscellaneous
                                       -------------

      12.1.  All persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.

      12.2.  Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and
addresses of the owners of the Contracts and all information reasonably
identified as confidential in writing by any other party hereto and, except
as permitted by this Agreement, shall not disclose, disseminate or utilize
such names and addresses and other confidential information until such time
as it may come into the public domain without the express written consent of
the affected party.

      12.3.  The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.

      12.4.  This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

      12.5.  If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.

      12.6.  Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC,
the NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.  Notwithstanding the generality of the foregoing, each
party hereto further agrees to furnish the California Insurance Commissioner
with any information or reports in connection with services provided under
this Agreement which such Commissioner may request in order to ascertain
whether the variable life insurance operations of the Company are being
conducted in a manner consistent with the California Variable Life Insurance
Regulations and any other applicable law or regulations.

      12.7.  The Fund and Underwriter agree that to the extent any advisory or
other fees received by the Fund, the Underwriter or the Adviser are
determined to be unlawful in legal or administrative proceedings under the
1973 NAIC model variable life insurance regulation in the states of
California, Colorado, Maryland or Michigan, the Underwriter shall indemnify
and reimburse the Company for any out of pocket expenses and actual damages
the Company has incurred as a result of any such proceeding; provided however
that the provisions of Section 8.2(b) and 8.2(c) shall apply to such
indemnification and reimbursement obligation.  Such indemnification and
reimbursement obligation shall be in addition to any other indemnification
and reimbursement obligations of the Fund or the Underwriter under this
Agreement.


                                    19
<PAGE> 20

      12.8.  The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.

      12.9.  This Agreement or any of the rights and obligations hereunder
may not be assigned by any party without the prior written consent of all
parties hereto; provided, however, that the Underwriter may assign this
Agreement or any rights or obligations hereunder to any affiliate of or
company under common control with the Underwriter, if such assignee is duly
licensed and registered to perform the obligations of the Underwriter under
this Agreement.

      12.10. The Company shall furnish, or shall cause to be furnished, to
the Fund or its designee copies of the following reports:

              (a)    the Company's annual statement prepared under statutory
                     accounting principles), as soon as practical and in any
                     event within 90 days after the end of each fiscal year;

              (b)    the Company's quarterly statements (statutory), as soon
                     as practical and in any event within 45 days after the
                     end of each quarterly period:

              (c)    any financial statement, proxy statement, notice or
                     report of the Company sent to stockholders or
                     policyholders, as soon as practical after the delivery
                     thereof;

              (d)    any registration statement (without exhibits) and
                     financial reports of the Company filed with the
                     Securities and Exchange Commission or any state
                     insurance regulator, as soon as practical after the
                     filing thereof;

              (e)    any other report submitted to the Company by independent
                     accountants in connection with any annual, interim or
                     special audit made by them of the books of the Company,
                     as soon as practical after the receipt thereof.



                                    20
<PAGE> 21

      IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.


GENERAL AMERICAN                      VARIABLE INSURANCE
   LIFE INSURANCE COMPANY                PRODUCTS FUND II


By:     ------------------------      By:      ------------------------


Title:  ------------------------      Title:   ------------------------


Date:   ------------------------      Date:    ------------------------


                     FIDELITY DISTRIBUTORS CORPORATION


                   By:     -----------------------


                   Title:  -----------------------


                   Date:   -----------------------


                                    21
<PAGE> 22

                                  Schedule A
                                  ----------
                                   Accounts
                                   --------


Name of Account                  Date of Resolution of Company's Board which

                                     Established the Account

General American

Separate Account Eleven          January 24, 1985

General American

Separate Account Thirty-Six      January 26, 1995

General American

Separate Account Two             October 22, 1970



                                    22
<PAGE> 23

                                  Schedule B
                                  ----------
                                  Contracts
                                  ---------



1.    Contract Form Numbers:

      VUL-95 10004 (9/86)
      PVUL-95 10005 (9/86)
      VGSP 10077 (4/92)
      VUL-100 10098 (1/95)
      IVA (TQ) 10014 (7/87)
      IVA (NTQ) 10013 (7/87)
      TSA Contract 10015 (7/87)
      TSA Certificate 10016 (7/87)
      Master Plan 10096 (3/94)


2.  Funds currently available to act as investment vehicles for certain of
    the above-listed contracts:

      Variable Insurance Products Fund

      General American Capital Company

      Van Eck Investment Trust



                                    23
<PAGE> 24

                                  SCHEDULE C
                            PROXY VOTING PROCEDURE


The following is a list of procedures and corresponding responsibilities for
the handling of proxies relating to the Fund by the Underwriter, the Fund and
the Company.  The defined terms herein shall have the meanings assigned in
the Participation Agreement except that the term "Company" shall also include
the department or third party assigned by the Insurance Company to perform
the steps delineated below.

1.    The number of proxy proposals is given to the Company by the
      Underwriter as early as possible before the date set by the Fund for
      the shareholder meeting to facilitate the establishment of tabulation
      procedures.  At this time the Underwriter will inform the Company of
      the Record, Mailing and Meeting dates.  This will be done verbally
      approximately two months before meeting.

2.    Promptly after the Record Date, the Company will perform a "tape run",
      or other activity, which will generate the names, addresses and number
      of units which are attributed to each contractowner/policyholder (the
      "Customer") as of the Record Date.  Allowance should be made for
      account adjustments made after this date that could affect the status
      of the Customers' accounts as of the Record Date.

      Note:   The number of proxy statements is determined by the activities
      described in Step #2.  The Company will use its best efforts to call in
      the number of Customers to Fidelity, as soon as possible, but no later
      than two weeks after the Record Date.

3.    The Fund's Annual Report must be sent to each Customer by the Company
      either before or together with the Customers' receipt of a proxy
      statement.  Underwriter will provide at least one copy of the last
      Annual Report to the Company.

4.    The text and format for the Voting Instruction Cards ("Cards" or
      "Card") is provided to the Company by the Fund.  The Company, at its
      expense, shall produce and personalize the Voting Instruction Cards.
      The Legal Department of the Underwriter or its affiliate ("Fidelity
      Legal") must approve the Card before it is printed.  Allow
      approximately 2-4 business days for printing information on the Cards.
      Information commonly found on the Cards includes:
              a.     name (legal name as found on account registration)
              b.     address
              c.     Fund or account number
              d.     coding to state number of units
              e.     individual Card number for use in tracking and
                     verification of votes (already on Cards as printed by
                     the Fund)
(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)


                                    24
<PAGE> 25

5.    During this time, Fidelity Legal will develop, produce, and the Fund
      will pay for the Notice of Proxy and the Proxy Statement (one
      document).  Printed and folded notices and statements will be sent to
      Company for insertion into envelopes (envelopes and return envelopes
      are provided and paid for by the Insurance Company).  Contents of
      envelope sent to Customers by Company will include:

              a.     Voting Instruction Card(s)
              b.     One proxy notice and statement (one document)
              c.     return envelope (postage pre-paid by Company) addressed
                     to the Company or its tabulation agent
              d.     "urge buckslip" - optional, but recommended. (This is a
                     small, single sheet of paper that requests Customers to
                     vote as quickly as possible and that their vote is
                     important.  One copy will be supplied by the Fund.)
              e.     cover letter - optional, supplied by Company and
                     reviewed and approved in advance by Fidelity Legal.

6.    The above contents should be received by the Company approximately 3-5
      business days before mail date.  Individual in charge at Company
      reviews and approves the contents of the mailing package to ensure
      correctness and completeness.  Copy of this approval sent to Fidelity
      Legal.

7.    Package mailed by the Company.
      *       The Fund must allow at least a 15-day solicitation time to the
                       ----
              Company as the shareowner.  (A 5-week period is recommended.)
              Solicitation time is calculated as calendar days from (but not
                                                                         ---
              including) the meeting, counting backwards.

8.    Collection and tabulation of Cards begins.  Tabulation usually takes
      place in another department or another vendor depending on process
      used.  An often used procedure is to sort Cards on arrival by proposal
      into vote categories of all yes, no, or mixed replies, and to begin
      data entry.

      Note:  Postmarks are not generally needed.  A need for postmark
      information would be due to an insurance company's internal procedure
      and has not been required by Fidelity in the past.

9.    Signatures on Card checked against legal name on account registration
      which was printed on the Card.

      Note:  For Example, If the account registration is under "Bertram C.
      Jones, Trustee," then that is the exact legal name to be printed on the
      Card and is the signature needed on the Card.

10.   If Cards are mutilated, or for any reason are illegible or are not
      signed properly, they are sent back to Customer with an explanatory
      letter, a new Card and return


                                    25
<PAGE> 26

      envelope.  The mutilated or illegible Card is disregarded and considered
      to be not received for purposes of vote tabulation.  Any Cards that have
            ------------
      "kicked out" (e.g. mutilated, illegible) of the procedure are "hand
      verified," i.e., examined as to why they did not complete the system.
      Any questions on those Cards are usually remedied individually.

      11.     There are various control procedures used to ensure proper
      tabulation of votes and accuracy of that tabulation.  The most
      prevalent is to sort the Cards as they first arrive into categories
      depending upon their vote; an estimate of how the vote is progressing
      may then be calculated.  If the initial estimates and the actual vote
      do not coincide, then an internal audit of that vote should occur.
      This may entail a recount.

12.   The actual tabulation of votes is done in units which is then converted
      to shares.  (It is very important that the Fund receives the
      tabulations stated in terms of a percentage and the number of shares.)
                                                                    ------
      Fidelity Legal must review and approve tabulation format.

13.   Final tabulation in shares is verbally given by the Company to Fidelity
      Legal on the morning of the meeting not later than 10:00 a.m. Boston
      time.  Fidelity Legal may request an earlier deadline if required to
      calculate the vote in time for the meeting.

14.   A Certification of Mailing and Authorization to Vote Shares will be
      required from the Company as well as an original copy of the final
      vote.  Fidelity Legal will provide a standard form for each
      Certification.

15.   The Company will be required to box and archive the Cards received from
      the Customers.  In the event that any vote is challenged or if
      otherwise necessary for legal, regulatory, or accounting purposes,
      Fidelity Legal will be permitted reasonable access to such Cards.

16.   All approvals and "signing-off" may be done orally, but must always be
      followed up in writing.


                                    26

<PAGE> 1

Exhibit 1.(8)(c)                                                     2/23/98

                         FUND PARTICIPATION AGREEMENT
                         ---- ------------- ---------

This Agreement is entered into as of the --- day of  ------- , 199-, between
- --------------------("Insurance Company"), a life insurance company organized
under the laws of the State of -------, and J.P. Morgan Series Trust II
("Fund"), a business trust organized under the laws of Delaware, with respect
to the Fund's portfolio or portfolios set forth on Schedule 1 hereto, as such
Schedule may be revised from time to time (the "Series"; if there are more
than one Series to which this Agreement applies, the provisions herein shall
apply severally to each such Series).

                                ARTICLE I  1.
                                 DEFINITIONS

1.1   "Act" shall mean the Investment Company Act of 1940, as amended.

1.2   "Board" shall mean the Board of Trustees of the Fund having the
      responsibility for management and control of the Fund.

1.3   "Business Day" shall mean any day for which the Fund calculates net
      asset value per share as described in the Fund's Prospectus.

1.4   "Commission" shall mean the Securities and Exchange Commission.

1.5   "Contract" shall mean a variable annuity or variable life insurance
      contract that uses the Fund as an underlying investment medium.
      Individuals who participate under a group Contract are "Participants".

1.6   "Contractholder" shall mean any entity that is a party to a Contract
      with a Participating Company.

1.7   "Disinterested Board Members" shall mean those members of the Board
      that are not deemed to be "interested persons" of the Fund, as defined
      by the Act.

1.8   "Participating Companies" shall mean any insurance company (including
      Insurance Company), which offers variable annuity and/or variable life
      insurance contracts to the public and which has entered into an
      agreement with the Fund for the purpose of making Fund shares available
      to serve as the underlying investment medium for the aforesaid
      Contracts.




<PAGE> 2

1.9   "Plans" shall mean qualified pension and retirement benefit plans.

1.10  "Prospectus" shall mean the Fund's current prospectus and statement of
      additional information, as most recently filed with the Commission,
      with respect to the Series.

1.11  "Separate Account" shall mean --------------------- Company Variable
      Annuity Separate Account, a separate account established by Insurance
      Company in accordance with the laws of the State of

1.12  "Software Program" shall mean the software program used by the Fund for
      providing Fund and account balance information including net asset
      value per share.

1.13  "Insurance Company's General Account(s)" shall mean the general
      account(s) of Insurance Company and its affiliates which invest in the
      Fund.







                                    -2-
<PAGE> 3

                                ARTICLE II 2.
                               REPRESENTATIONS

2.1     Insurance Company represents and warrants that (a) it is an insurance
        company duly organized and in good standing under applicable law; (b)
        it has legally and validly established the Separate Account pursuant
        to the ----------- Insurance Code for the purpose of offering to the
        public certain individual variable annuity contracts; (c) it has
        registered the Separate Account as a unit investment trust under the
        Act to serve as the segregated investment account for the Contracts;
        (d) each Separate Account is eligible to invest in shares of the Fund
        without such investment disqualifying the Fund as an investment
        medium for insurance company separate accounts supporting variable
        annuity contracts or variable life insurance contracts; and (e) each
        Separate Account shall comply with all applicable legal requirements.

2.2     Insurance Company represents and warrants that (a) the Contracts will
        be described in a registration statement filed under the Securities
        Act of 1933, as amended ("1933 Act"); (b) the Contracts will be
        issued and sold in compliance in all material respects with all
        applicable federal and state laws; and (c) the sale of the Contracts
        shall comply in all material respects with state insurance law
        requirements.  Insurance Company agrees to inform the Fund promptly
        of any investment restrictions imposed by state insurance law and
        applicable to the Fund.

2.3     Insurance Company represents and warrants that the income, gains and
        losses, whether or not realized, from assets allocated to the
        Separate Account are, in accordance with the applicable Contracts, to
        be credited to or charged against such Separate Account without
        regard to other income, gains or losses from assets allocated to any
        other accounts of Insurance Company. Insurance Company represents and
        warrants that the assets of the Separate Account are and will be kept
        separate from Insurance Company's General Account and any other
        separate accounts Insurance Company may have, and will not be charged
        with liabilities from any business that Insurance Company may conduct
        or the liabilities of any companies affiliated with Insurance
        Company.

2.4     Fund represents that the Fund is registered with the Commission under
        the Act as an open-end management investment company and possesses,
        and shall maintain, all legal and regulatory licenses, approvals,
        consents and/or exemptions required for the Fund to operate and offer
        its shares as an underlying investment medium for Participating
        Companies.  The Fund has established five portfolios and may in the
        future establish other portfolios.




                                    -3-
<PAGE> 4

2.5     Fund represents that it is currently qualified as a Regulated
        Investment Company under Subchapter M of the Internal Revenue Code of
        1986, as amended (the "Code"), and that it will make every effort to
        maintain such qualification (under Subchapter M or any successor or
        similar provision) and that it will notify Insurance Company
        immediately upon having a reasonable basis for believing that it has
        ceased to so qualify or that it might not so qualify in the future.

2.6     Insurance Company represents and agrees that the Contracts are
        currently, and at the time of issuance will be, treated as life
        insurance policies or annuity contracts, whichever is appropriate,
        under applicable provisions of the Code, and that it will make every
        effort to maintain such treatment and that it will notify the Fund
        and its investment adviser immediately upon having a reasonable basis
        for believing that the Contracts have ceased to be so treated or that
        they might not be so treated in the future. Insurance Company agrees
        that any prospectus offering a Contract that is a "modified endowment
        contract," as that term is defined in Section 7702A of the Code, will
        identify such Contract as a modified endowment contract (or policy).

2.7     Fund agrees that the Fund's assets shall be managed and invested in a
        manner that complies with the requirements of Section 817(h) of the
        Code.

2.8     Insurance Company agrees that the Fund shall be permitted (subject to
        the other terms of this Agreement) to make Series' shares available
        to other Participating Companies and contractholders and to Plans.

2.9     Fund represents and warrants that any of its trustees, officers,
        employees, investment advisers, and other individuals/entities who
        deal with the money and/or securities of the Fund are and shall
        continue to be at all times covered by a blanket fidelity bond or
        similar coverage for the benefit of the Fund in an amount not less
        than that required by Rule 17g-under the Act.  The aforesaid Bond
        shall include coverage for larceny and embezzlement and shall be
        issued by a reputable bonding company.

2.10    Insurance Company represents and warrants that all of its employees
        and agents who deal with the money and/or securities of the Fund are
        and shall continue to be at all times covered by a blanket fidelity
        bond or similar coverage in an amount not less than the coverage
        required to be maintained by the Fund. The aforesaid Bond shall
        include coverage for larceny and embezzlement and shall be issued by
        a reputable bonding company.

2.11    Insurance Company agrees that the Fund's investment adviser shall be
        deemed a third party beneficiary under this Agreement and may enforce
        any and all rights conferred by virtue of this Agreement.




                                    -4-
<PAGE> 5

                                ARTICLE III 3.
                                 FUND SHARES

3.1     The Contracts funded through the Separate Account will provide for
        the investment of certain amounts in the Series' shares.

3.2     Fund agrees to make the shares of its Series available for purchase
        at the then applicable net asset value per share by Insurance Company
        and the Separate Account on each Business Day pursuant to rules of
        the Commission. Notwithstanding the foregoing, the Fund may refuse to
        sell the shares of any Series to any person, or suspend or terminate
        the offering of the shares of any Series if such action is required
        by law or by regulatory authorities having jurisdiction or is, in the
        sole discretion of the Board, acting in good faith and in light of
        its fiduciary duties under federal and any applicable state laws,
        necessary and in the best interests of the shareholders of such
        Series.

3.3     Fund agrees that shares of the Fund will be sold only to
        Participating Companies and their separate accounts and to the
        general accounts of those Participating Companies and their
        affiliates and to Plans. No shares of any Series will be sold to the
        general public.

3.4     Fund shall use its best efforts to provide closing net asset value,
        dividend and capital gain information for each Series available on a
        per-share and Series basis to Insurance Company by 7:00 p.m. Eastern
        Time on each Business Day. Any material errors in the calculation of
        net asset value, dividend and capital gain information shall be
        reported immediately upon discovery to Insurance Company.
        Non-material errors will be corrected in the next Business Day's net
        asset value per share for the Series in question.

3.5     At the end of each Business Day, Insurance Company will use the
        information described in Sections 3.2 and 3.4 to calculate the
        Separate Account unit values for the day. Using this unit value,
        Insurance Company will process the day's Separate Account
        transactions received by it by the close of trading on the floor of
        the New York Stock Exchange (currently 4:00 p.m. Eastern time) to
        determine the net dollar amount of Series shares which will be
        purchased or redeemed at that day's closing net asset value per share
        for such Series. The net purchase or redemption orders will be
        transmitted to the Fund by Insurance Company by 9:00 a.m. Eastern
        Time on the Business Day next following Insurance Company's receipt
        of that information. Subject to Sections 3.6 and 3.8, all purchase
        and redemption orders for Insurance Company's General Accounts shall
        be effected at the net asset value per share of the relevant Series
        next calculated after receipt of the order by the Fund or its
        Transfer Agent.




                                    -5-
<PAGE> 6

3.6     Fund appoints Insurance Company as its agent for the limited purpose
        of accepting orders for the purchase and redemption of shares of each
        Series for the Separate Account. Fund will execute orders for any
        Series at the applicable net asset value per share determined as of
        the close of trading on the day of receipt of such orders by
        Insurance Company acting as agent ("effective trade date"), provided
        that the Fund receives notice of such orders by 9:00 a.m. Eastern
        Time on the next following Business Day and, if such orders request
        the purchase of Series shares, the conditions specified in Section
        3.8, as applicable, are satisfied. A redemption or purchase request
        for any Series that does not satisfy the conditions specified above
        and in Section 3.8, as applicable, will be effected at the net asset
        value computed for such Series on the Business Day immediately
        preceding the next following Business Day upon which such conditions
        have been satisfied.

3.7     Insurance Company will make its best efforts to notify Fund in
        advance of any unusually large purchase or redemption orders.

3.8     If Insurance Company's order requests the purchase of Series shares,
        Insurance Company will pay for such purchases by wiring Federal Funds
        to Fund or its designated custodial account on the day the order is
        transmitted. Insurance Company shall make all reasonable efforts to
        transmit to the Fund payment in Federal Funds by 12:00 noon Eastern
        Time on the Business Day the Fund receives the notice of the order
        pursuant to Section 3.5. Fund will execute such orders at the
        applicable net asset value pet share determined as of the close of
        trading on the effective trade date if Fund receives payment in
        Federal Funds by 12:00 noon Eastern Time on the Business Day the Fund
        receives the notice of the order pursuant to Section 3.5. If payment
        in Federal Funds for any purchase is not received or is received by
        the Fund after 12:00 noon Eastern Time on such Business Day,
        Insurance Company shall promptly upon the Fund's request, reimburse
        the Fund for any charges, costs, fees, interest or other expenses
        incurred by the Fund in connection with any advances to, or
        borrowings or overdrafts by, the Fund, or any similar expenses
        incurred by the Fund, as a result of portfolio transactions effected
        by the Fund based upon such purchase request. If Insurance Company's
        order requests the redemption of Series shares valued at or greater
        than $1 million dollars, the Fund may wire such amount to Insurance
        Company within seven days of the order.

3.9     Fund has the obligation to ensure that Series shares are registered
        with applicable federal agencies at all times.

3.10    Fund will confirm each purchase or redemption order made by Insurance
        Company. Transfer of Series shares will be by book entry only. No
        share certificates will be issued to Insurance Company. Insurance
        Company will record shares ordered from Fund in an appropriate title
        for the corresponding account.

3.11    Fund shall credit Insurance Company with the appropriate number of
        shares.


                                    -6-
<PAGE> 7

3.12    On each ex-dividend date of the Fund or, if not a Business Day, on
        the first Business Day thereafter, Fund shall communicate to
        Insurance Company the amount of dividend and capital gain, if any,
        per share of each Series. All dividends and capital gains of any
        Series shall be automatically reinvested in additional shares of the
        relevant Series at the applicable net asset value per share of such
        Series on the payable date. Fund shall, on the day after the payable
        date or, if not a Business Day, on the first Business Day thereafter,
        notify Insurance Company of the number of shares so issued.





                                    -7-
<PAGE> 8

                                ARTICLE IV 4.
                            STATEMENTS AND REPORTS

4.1     Fund shall provide monthly statements of account as of the end of
        each month for all of Insurance Company's accounts by the fifteenth
        (15th) Business Day of the following month.

4.2     Fund shall distribute to Insurance Company copies of the Fund's
        Prospectuses, proxy materials, notices, periodic reports and other
        printed materials (which the Fund customarily provides to its
        shareholders) in quantities as Insurance Company may reasonably
        request for distribution to each Contractholder and Participant.

4.3     Fund will provide to Insurance Company at least one complete copy of
        all registration statements, Prospectuses, reports, proxy statements,
        sales literature and other promotional materials, applications for
        exemptions, requests for no-action letters, and all amendments to any
        of the above, that relate to the Fund or its shares,
        contemporaneously with the filing of such document with the
        Commission or other regulatory authorities.

4.4     Insurance Company will provide to the Fund at least one copy of all
        registration statements, Prospectuses, reports, proxy statements,
        sales literature and other promotional materials, applications for
        exemptions, requests for no-action letters, and all amendments to any
        of the above, that relate to the Contracts or the Separate Account,
        contemporaneously with the filing of such document with the
        Commission.






                                    -8-
<PAGE> 9

                                 ARTICLE V 5.
                                   EXPENSES


5.1     The charge to the Fund for all expenses and costs of the Series,
        including but not limited to management fees, administrative expenses
        and legal and regulatory costs, will be made in the determination of
        the relevant Series' daily net asset value per share so as to
        accumulate to an annual charge at the rate set forth in the Fund's
        Prospectus. Excluded from the expense limitation described herein
        shall be brokerage commissions and transaction fees and extraordinary
        expenses.

5.2     Except as provided in this Article V and, in particular in the next
        sentence, Insurance Company shall not be required to pay directly any
        expenses of the Fund or expenses relating to the distribution of its
        shares. Insurance Company shall pay the following expenses or costs:

        a.     Such amount of the production expenses of any Fund materials,
               including the cost of printing the Fund's Prospectus, or
               marketing materials for prospective Insurance Company
               Contractholders and Participants as the Fund's investment
               adviser and Insurance Company shall agree from time to time.

        b      Distribution expenses of any Fund materials or marketing
               materials for prospective Insurance Company Contractholders
               and Participants.

        c.     Distribution expenses of Fund materials or marketing materials
               for Insurance Company Contractholders and Participants.

        Except as provided herein, all other Fund expenses shall not be borne
        by Insurance Company.






                                    -9-
<PAGE> 10

                                   ARTICLE VI 6.
                                 EXEMPTIVE RELIEF








                                    -10-
<PAGE> 11

                             6.      EXEMPTIVE RELIEF

6.1     Insurance Company has reviewed a copy of the order dated December
        1996 of the Securities and Exchange Commission under Section 6(c) of
        the Act and, in particular, has reviewed the conditions to the relief
        set forth in the related Notice. As set forth therein, Insurance
        Company agrees to report any potential or existing conflicts promptly
        to the Board, and in particular whenever contract voting instructions
        are disregarded, and recognizes that it will be responsible for
        assisting the Board in carrying out its responsibilities under such
        application. Insurance Company agrees to carry out such
        responsibilities with a view to the interests of existing
        Contractholders.

6.2     If a majority of the Board, or a majority of Disinterested Board
        Members, determines that a material irreconcilable conflict exists
        with regard to Contractholder investments in the Fund, the Board
        shall give prompt notice to all Participating Companies. If the Board
        determines that Insurance Company is responsible for causing or
        creating said conflict, Insurance Company shall at its sole cost and
        expense, and to the extent reasonably practicable (as determined by a
        majority of the Disinterested Board Members), take such action as is
        necessary to remedy or eliminate the irreconcilable material
        conflict. Such necessary action may include, but shall not be limited
        to:

        a.     Withdrawing the assets allocable to the Separate Account from
               the Series and reinvesting such assets in a different
               investment medium, or submitting the question of whether such
               segregation should be implemented to a vote or all affected
               Contractholders; and/or
        b.     Establishing a new registered management investment company.

6.3     If a material irreconcilable conflict arises as a result of a
        decision by Insurance Company to disregard Contractholder voting
        instructions and said decision represents a minority position or
        would preclude a majority vote by all Contractholders having an
        interest in the Fund, Insurance Company may be required, at the
        Board's election, to withdraw the Separate Account's investment in
        the Fund.

6.4     For the purpose of this Article, a majority of the Disinterested
        Board Members shall determine whether or not any proposed action
        adequately remedies any irreconcilable material conflict, but in no
        event will the Fund be required to bear the expense of establishing a
        new funding medium for any Contract. Insurance Company shall not be
        required by this Article to establish a new finding medium for any
        Contract if an offer to do so has been declined by vote of a majority
        of the Contractholders materially adversely affected by the
        irreconcilable material conflict.

6.5     No action by Insurance Company taken or omitted, and no action by the
        Separate Account or the Fund taken or omitted as a result of any act
        or failure to act by Insurance Company pursuant to this Article VI
        shall relieve Insurance Company of its obligations under, or
        otherwise affect the operation of, Article V.


                                    -11-
<PAGE> 12

                                ARTICLE VII 7.
                            VOTING OF FUND SHARES

7.1     Fund shall provide Insurance Company with copies at no cost to
        Insurance Company, of the Fund's proxy material, reports to
        shareholders and other communications to shareholders in such
        quantity as Insurance Company shall reasonably require for
        distributing to Contractholders or Participants.

                         Insurance Company shall:

        (a)    solicit voting instructions from Contractholders or
               Participants on a timely basis and in accordance with
               applicable law;

        (b)    vote the Series shares in accordance with instructions
               received from Contractholders or Participants; and

        (c)    vote Series shares for which no instructions have been
               received in the same proportion as Series shares for which
               instructions have been received.

               Insurance Company agrees at all times to votes its General
        Account shares in the same proportion as Series shares for which
        instructions have been received from Contractholders or Participants.
        Insurance Company further agrees to be responsible for assuring that
        voting Series shares for the Separate Account is conducted in a
        manner consistent with other Participating Companies.

7.2     Insurance Company agrees that it shall not, without the prior written
        consent of the Fund and its investment adviser, solicit, induce or
        encourage Contractholders to (a) change or supplement the Fund's
        current investment adviser or (b) change, modify, substitute, add to
        or delete the Fund from the current investment media for the
        Contracts.





                                    -12-
<PAGE> 13

                              ARTICLE VIII 8.
                       MARKETING AND REPRESENTATIONS


8.1     The Fund or its underwriter shall periodically furnish
        Insurance Company with the following documents, in quantities as
        Insurance Company may reasonably request:

        a.     Current Prospectus and any supplements thereto;

        b.     other marketing materials.


               Expenses for the production of such documents shall be borne
        by Insurance Company in accordance with Section 5.2 of this
        Agreement.

8.2     Insurance Company shall designate certain persons or entities which
        shall have the requisite licenses to solicit applications for the
        sale of Contracts. No representation is made as to the number or
        amount of Contracts that are to be sold by Insurance Company.
        Insurance Company shall make reasonable efforts to market the
        Contracts and shall comply with all applicable federal and state laws
        in connection therewith.

8.3     Insurance Company shall furnish, or shall cause to be furnished, to
        the Fund, each piece of sales literature or other promotional
        material in which the Fund, its investment adviser or the
        administrator is named, at least fifteen Business Days prior to its
        use. No such material shall be used unless the Fund approves such
        material. Such approval (if given) must be in writing and shall be
        presumed not given if not received within ten Business Days after
        receipt of such material. The Fund shall use all reasonable efforts
        to respond within ten days of receipt.

8.4     Insurance Company shall not give any information or make any
        representations or statements on behalf of the Fund or concerning the
        Fund or any Series in connection with the sale of the Contracts other
        than the information or representations contained in the registration
        statement or Prospectus, as may be amended or supplemented from time
        to time, or in reports or proxy statements for the Fund, or in sales
        literature or other promotional material approved by the Fund.

8.5     Fund shall furnish, or shall cause to be furnished, to Insurance
        Company, each piece of the Fund's sales literature or other
        promotional material in which Insurance Company or the Separate
        Account is named, at least fifteen Business Days prior to its use. No
        such material shall be issued unless Insurance Company approves such
        material. Such approval (if given) must be in writing and shall be
        presumed not given if not received within ten Business Days after
        receipt of such material. Insurance Company shall use all reasonable
        efforts to respond within ten days of receipt.



                                    -13-
<PAGE> 14

8.6     Fund shall not, in connection with the sale of Series shares, give
        any information or make any representations on behalf of Insurance
        Company or concerning Insurance Company, the Separate Account, or the
        Contracts other than the information or representations contained in
        a registration statement or prospectus for the Contracts, as may be
        amended or supplemented from time to time, or in published reports
        for the Separate Account which are in the public domain or approved
        by Insurance Company for distribution to Contractholders or
        Participants, or in sales literature or other promotional material
        approved by Insurance Company.

8.7     For purposes of this Agreement, the phrase "sales literature or other
        promotional material" or words of similar import include, without
        limitation, advertisements (such as material published, or designed
        for use, in a newspaper, magazine or other periodical, radio,
        television, telephone or tape recording, videotape display, signs or
        billboards, motion pictures or other public media), sales literature
        (such as any written communication distributed or made generally
        available to customers or the public, including brochures, circulars,
        research reports, market letters, form letters, seminar texts, or
        reprints or excerpts of any other advertisement, sales literature, or
        published article), educational or training materials or other
        communications distributed or made generally available to some or all
        agents or employees, registration statements, prospectuses,
        statements of additional information, shareholder reports and proxy
        materials, and any other material constituting sales literature or
        advertising under National Association of Securities Dealers, Inc.
        rules, the Act or the 1933 Act.





                                    -14-
<PAGE> 15

                                ARTICLE IX 9.
                               INDEMNIFICATION

9.1     Insurance Company agrees to indemnify and hold harmless the Fund, its
        investment adviser, any sub-investment adviser of a Series, and their
        affiliates, and each of their directors, trustees, officers,
        employees, agents and each person, if any, who controls or is
        associated with any of the foregoing entities or persons within the
        meaning of the 1933 Act (collectively, the "lndemnified Parties" for
        purposes of Section 9.1), against any and all losses, claims, damages
        or liabilities joint or several (including any investigative, legal
        and other expenses reasonably incurred in connection with, and any
        amounts paid in settlement of, any action, suit or proceeding or any
        claim asserted) for which the Indemnified Parties may become subject,
        under the 1933 Act or otherwise, insofar as such losses, claims,
        damages or liabilities (or actions in respect to thereof) (i) arise
        out of or are based upon any untrue statement or alleged untrue
        statement of any material fact contained in information furnished by
        Insurance Company for use in the registration statement or Prospectus
        or sales literature or advertisements of the Fund or with respect to
        the Separate Account or Contracts, or arise out of or are based upon
        the omission or the alleged omission to state therein a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading; (ii) arise out of or as a result of conduct,
        statements or representations (other than statements or
        representations contained in the Prospectus and sales literature or
        advertisements of the Fund) of Insurance Company or its agents, with
        respect to the sale and distribution of Contracts for which Series
        shares are an underlying investment; (iii) arise out of the wrongful
        conduct of Insurance Company or persons under its control with
        respect to the sale or distribution of the Contracts or Series
        shares; (iv) arise out of Insurance Company's incorrect calculation
        and/or untimely reporting of net purchase or redemption orders; or
        (v) arise out of any breach by Insurance Company of a material term
        of this Agreement or as a result of any failure by Insurance Company
        to provide the services and furnish the materials or to make any
        payments provided for in this Agreement. Insurance Company will
        reimburse any Indemnified Party in connection with: investigating or
        defending any such loss, claim, damage, liability or action;
        provided, however, that with respect to clauses (i) and (ii) above
        Insurance Company will not be liable in any such case to the extent
        that any such loss, claim, damage or liability arises out of or is
        based upon any untrue statement or omission or alleged omission made
        in such registration statement, prospectus, sales literature, or
        advertisement in conformity with written information furnished to
        Insurance Company by the Fund specifically for use therein; and
        provided, further, that Insurance Company shall not be liable for
        special, consequential or incidental damages. This indemnity
        agreement will be in addition to any liability which Insurance
        Company may otherwise have.




                                    -15-
<PAGE> 16

9.2     The Fund agrees to indemnify and hold harmless Insurance Company and
        each of its directors, officers, employees, agents and each person,
        if any, who controls Insurance Company within the meaning of the 1933
        Act against any losses, claims, damages or liabilities to which
        Insurance Company or any such director, officer, employee, agent or
        controlling person may become subject, under the 1933 Act or
        otherwise, insofar as such losses, claims, damages or liabilities (or
        actions in respect thereof) (1) arise out of or are based upon any
        untrue statement or alleged untrue statement of any material fact
        contained in the registration statement or Prospectus or sales
        literature or advertisements of the Fund; (2) arise out of or are
        based upon the omission to state in the registration statement or
        Prospectus or sales literature or advertisements of the Fund any
        material fact required to be stated therein or necessary to make the
        statements therein not misleading; or (3) arise out of or are based
        upon any untrue statement or alleged untrue statement of any material
        fact contained in the registration statement or Prospectus or sales
        literature or advertisements with respect to the Separate Account or
        the Contracts and such statements were based on information provided
        to Insurance Company by the Fund; and the Fund will reimburse any
        legal or other expenses reasonably incurred by Insurance Company or
        any such director, officer, employee, agent or controlling person in
        connection with investigating or defending any such loss, claim,
        damage, liability or action; provided, however, that the Fund will
        not be liable in any such case to the extent that any such loss,
        claim, damage or liability arises out of or is based upon an untrue
        statement or omission or alleged omission made in such Registration
        Statement, Prospectus, sales literature or advertisements in
        conformity with written information furnished to the Fund by
        Insurance Company specifically for use therein; and provided,
        further, that the Fund shall not be liable for special, consequential
        or incidental damages. This indemnity agreement will be in addition
        to any liability which the Fund may otherwise have.

9.3     The Fund shall indemnify and hold Insurance Company harmless against
        any and all liability, loss, damages, costs or expenses which
        Insurance Company may incur, suffer or be required to pay due to the
        Fund's (1) incorrect calculation of the daily net asset value
        dividend rate or capital gain distribution rate of a Series; (2)
        incorrect reporting of the daily net asset value, dividend rate or
        capital gain distribution rate; and (3) untimely reporting of the net
        asset value, dividend rate or capital gain distribution rate;
        provided that the Fund shall have no obligation to indemnify and hold
        harmless Insurance Company if the incorrect calculation or incorrect
        or untimely reporting was the result of incorrect information
        furnished by Insurance Company or information furnished untimely by
        Insurance Company or otherwise as a result of or relating to a breach
        of this Agreement by Insurance Company; and provided, further, that
        the Fund shall not be liable for special, consequential or incidental
        damages.




                                    -16-
<PAGE> 17

9.4     Promptly after receipt by an indemnified party under this Article of
        notice of the commencement of any action, such indemnified party
        will, if a claim in respect thereof is to be made against the
        indemnifying party under this Article, notify the indemnifying party
        of the commencement thereof. The omission to so notify the
        indemnifying party will not relieve the indemnifying party from any
        liability under this Article IX, except to the extent that the
        omission results in a failure of actual notice to the indemnifying
        party and such indemnifying party is damaged solely as a result of
        the failure to give such notice. In case any such action is brought
        against any indemnified party, and it notified the indemnifying party
        of the commencement thereof, the indemnifying party will be entitled
        to participate therein and, to the extent that it may wish, assume
        the defense thereof with counsel reasonably satisfactory to such
        indemnified party, and to the extent that the indemnifying party has
        given notice to such effect to the indemnified party and is
        performing its obligations under this Article, the indemnifying party
        shall not be liable for any legal or other expenses subsequently
        incurred by such indemnified party in connection with the defense
        thereof, other than reasonable costs of investigation.
        Notwithstanding the foregoing, in any such proceeding, any
        indemnified party shall have the right to retain its own counsel, but
        the fees and expenses of such counsel shall be at the expense of such
        indemnified party unless (i) the indemnifying party and the
        indemnified party shall have mutually agreed to the retention of such
        counsel or (ii) the named parties to any such proceeding (including
        any impleaded parties) include both the indemnifying party and the
        indemnified party and representation of both parties by the same
        counsel would be inappropriate due to actual or potential differing
        interests between them. The indemnifying party shall not be liable
        for any settlement of any proceeding effected without its written
        consent.

               A successor by law of the parties to this Agreement shall be
        entitled to the benefits of the indemnification contained in this
        Article IX.

9.5     Insurance Company shall indemnify and hold the Fund, its investment
        adviser and any sub-investment adviser of a Series harmless against
        any tax liability incurred by the Fund under Section 851 of the Code
        arising from purchases or redemptions by Insurance Company's General
        Accounts or the account of its affiliates.





                                    -17-
<PAGE> 18

                                 ARTICLE X 10.
                        COMMENCEMENT AND TERMINATION

10.1    This Agreement shall be effective as of the date hereof and shall
        continue in force until terminated in accordance with the provisions
        herein.

10.2    This Agreement shall terminate without penalty as to one or more
        Series at the option of the terminating party:

        a.     At the option of Insurance Company or the Fund at any time
               from the date hereof upon 180 days' notice, unless a shorter
               time is agreed to by the parties;

        b.     At the option of Insurance Company, if shares of any Series
               are not reasonably available to meet the requirements of the
               Contracts as determined by Insurance Company. Prompt notice of
               election to terminate shall be furnished by Insurance Company,
               said termination to be effective ten days after receipt of
               notice unless the Fund makes available a sufficient number of
               shares to meet the requirements of the Contracts within said
               ten-day period;

        c.     At the option of Insurance Company, upon the institution of
               formal proceedings against the Fund by the Commission,
               National Association of Securities Dealers or any other
               regulatory body, the expected or anticipated ruling, judgment
               or outcome of which would, in Insurance Company's reasonable
               judgment, materially impair the Fund's ability to meet and
               perform the Fund's obligations and duties hereunder. Prompt
               notice of election to terminate shall be furnished by
               Insurance Company with said termination to be effective upon
               receipt of notice;

        d.     At the option of the Fund, upon the institution of formal
               proceedings against Insurance Company by the Commission,
               National Association of Securities Dealers or any other
               regulatory body, the expected or anticipated ruling, judgment
               or outcome of which would, in the Fund's reasonable judgment,
               materially impair Insurance Company's ability to meet and
               perform Insurance Company's obligations and duties hereunder.
               Prompt notice of election to terminate shall be furnished by
               the Fund with said termination to be effective upon receipt of
               notice;

        e.     At the option of the Fund, if the Fund shall determine, in its
               sole judgment reasonably exercised in good faith, that
               Insurance Company has suffered a material adverse change in
               its business or financial condition or is the subject of
               material adverse publicity and such material adverse change or
               material adverse publicity is likely to have a material
               adverse impact upon the business and operation of the Fund or
               its investment adviser, the Fund shall notify Insurance
               Company in writing of such determination and its intent to
               terminate this Agreement, and after considering the actions
               taken by Insurance Company and any other changes in
               circumstances since the giving of such notice, such


                                    -18-
<PAGE> 19

               determination of the Fund shall continue to apply on the
               sixtieth (60th) day following the giving of such notice, which
               sixtieth day shall be the effective date of termination;

        f.     Upon termination of the Investment Advisory Agreement between
               the Fund and its investment adviser or its successors unless
               Insurance Company specifically approves the selection of a new
               Fund investment adviser. The Fund shall promptly furnish
               notice of such termination to Insurance Company;

        g.     In the event the Fund's shares are not registered, issued or
               sold in accordance with applicable federal law, or such law
               precludes the use of such shares as the underlying investment
               medium of Contracts issued or to be issued by Insurance
               Company. Termination shall be effective immediately upon such
               occurrence without notice;

        h.     At the option of the Fund upon a determination by the Board in
               good faith that it is no longer advisable and in the best
               interests of shareholders for the Fund to continue to operate
               pursuant to this Agreement. Termination pursuant to this
               Subsection (h) shall be effective upon notice by the Fund to
               Insurance Company of such termination;

        i.     At the option of the Fund if the Contracts cease to qualify as
               annuity contracts or life insurance policies, as applicable,
               under the Code, or if the Fund reasonably believes that the
               Contracts may fail to so qualify;

        j.     At the option of either party to this Agreement, upon another
               party's breach of any material provision of this Agreement;

        k.     At the option of the Fund, if the Contracts are not
               registered, issued or sold in accordance with applicable
               federal and/or state law; or

        I.     Upon assignment of this Agreement, unless made with the
               written consent of the non-assigning party.

                       Any such termination pursuant to Section 10.2a, l0.2d,
               l0.2e, 10.2f or 10.2k herein shall not affect the operation
               of Article V of this Agreement. Any termination of this
               Agreement shall not affect the operation of Article IX of this
               Agreement.




                                    -19-
<PAGE> 20

10.3    Notwithstanding any termination of this Agreement pursuant to
        Section 10.2 hereof, the Fund and its investment adviser may, at the
        option of the Fund, continue to make available additional Series
        shares for so long as the Fund desires pursuant to the terms and
        conditions of this Agreement as provided below, for all Contracts in
        effect on the effective date of termination of this Agreement
        (hereinafter referred to as "Existing Contracts"). Specifically,
        without limitation, if the Fund so elects to make additional Series
        shares available, the owners of the Existing Contracts or Insurance
        Company, whichever shall have legal authority to do so, shall be
        permitted to reallocate investments in the Series, redeem investments
        in the Fund and/or invest in the Fund upon the making of additional
        purchase payments under the Existing Contracts. In the event of a
        termination of this Agreement pursuant to Section 10.2 hereof; the
        Fund, as promptly as is practicable under the circumstances, shall
        notify Insurance Company whether the Fund will continue to make
        Series shares available after such termination. If Series shares
        continue to be made available after such termination, the provisions
        of this Agreement shall remain in effect and thereafter either the
        Fund or Insurance Company may terminate the Agreement, as so
        continued pursuant to this Section 10.3, upon prior written notice to
        the other party, such notice to be for a period that is reasonable
        under the circumstances but, if given by the Fund, need not be for
        more than six months.








                                    -20-
<PAGE> 21

                                ARTICLE XI 11.
                                  AMENDMENTS

11.1    Any other changes in the terms of this Agreement shall be made by
        agreement in writing between Insurance Company and Fund.






                                    -21-
<PAGE> 22

                                ARTICLE XII 12.
                                    NOTICE

12.1    Each notice required by this Agreement shall be given by certified
        mail, return receipt requested, to the appropriate parties at the
        following addresses:

                                    Insurance Company:





                                    Fund:

                                    J.P. Morgan Series Trust II
                                    c/o Morgan Guaranty Trust Company
                                    522 Fifth Avenue
                                    New York, New York 10036
                                    Attention:  Sharon J. Weinberg



               Notice shall be deemed to be given on the date of receipt by
the addresses as evidenced by the return receipt.




                                    -22-
<PAGE> 23

                               ARTICLE XIII 13.
                                MISCELLANEOUS

13.1    This Agreement has been executed on behalf of the Fund by the
        undersigned officer of the Fund in his capacity as an officer of the
        Fund. The obligations of this Agreement shall only be binding upon
        the assets and property of the Fund and shall not be binding upon any
        Trustee, officer or shareholder of the Fund individually.






                                    -23-
<PAGE> 24

                               ARTICLE XIV 14.
                                    LAW

14.1    This Agreement shall be construed in accordance with the internal
        laws of the State of New York, without giving effect to principles of
        conflict of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
duly executed and attested as of the date first above written.

                              INSURANCE COMPANY



                              By:  ----------------------------


                              Its:  ----------------------------


                              J.P.MORGAN SERIES TRUST II



                              By:  ----------------------------


                              Its:  ----------------------------







                                    -24-
<PAGE> 25

                                  SCHEDULE I


Name of Series


<PAGE> 1

Exhibit 1.(8)(d)

                   FUND PARTICIPATION AGREEMENT
                   ----------------------------

General American Life Insurance Company ("Insurance Company"), Van Eck
Investment Trust ("Trust") and the Trust's investment adviser, Van Eck
Associates Corporation ("Adviser") hereby agree that shares of the series of
the Trust as listed on Exhibit A, as it may, from time to time, be amended
("Portfolios"), shall be made available to serve as an underlying investment
medium for certain variable life insurance contracts ("Contracts") to be
offered by Insurance Company subject to the following provisions:

1.    The Trust represents that it engages in business as an open-end
      management investment company organized as a "business trust" under the
      laws of the Commonwealth of Massachusetts and is available to act as
      the investment vehicle for separate accounts established for variable
      life insurance policies and variable annuity contracts to be offered by
      insurance companies which have entered into participation agreements
      with the Trust.

2.    The Trust represents that it has obtained an order from the Securities
      and Exchange Commission ("SEC"), dated September 19, 1990 (File No
      811-5083), granting Participating Insurance Companies and variable
      annuity and variable life insurance separate accounts exemptions from
      the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the
      Investment Company Act of 1940, as amended (the "1940 Act") and Rules
      6e-2(b)(15) of the Investment Company Act of 1940, as amended (the
      "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder to be
      sold to and held by variable annuity and variable life insurance
      separate accounts of both affiliated and unaffiliated life insurance
      companies.

3.    The Trust agrees that shares of the Trust will be sold only to
      Participating Insurance Companies and their separate accounts.  No
      shares of any Portfolio will be sold to the general public.

4.    Insurance Company represents that it has established Separate Account
      Eleven (the "Variable Account"), a separate account under Missouri law,
      and has registered it as a unit investment trust under the 1940 Act to
      set aside and invest assets attributed to one or more of the Contracts.
      The Contracts provide for the allocation of net amounts received by
      Insurance Company to separate series of the Variable Account for
      investment in the shares of specified investment companies selected
      among those companies available through the Variable Account to fund
      certain of the Contracts.  Selection of a particular investment company
      is made by the Contract owner who may change such selection from time
      to time in accordance with the terms of the applicable Contract.

5.    The Trust or the Adviser will provide closing net asset value, dividend
      and capital gain information at the close of trading each business day
      to Insurance


                                    1
<PAGE> 2

      Company.  Insurance Company will use this data to calculate unit values
      on a daily basis as soon as reasonably practical after the net asset
      value per share is calculated.  Orders will be executed on a daily basis
      at the net asset value next computed after receipt by the Trust or its
      designee of the order for the shares of the Trust.  For purposes of this
      paragraph, Insurance Company shall be the designee of the Trust receipt
      of such orders.  Payment for purchases will be wired to a custodial
      account designated by the Trust or the Adviser on the next business day
      after an order to purchase is made in accordance with this paragraph.
      Income, dividends and capital gains distributions shall be reinvested in
      additional shares at the ex-date net asset value.  Insurance Company
      reserves the right to require that all such income, dividends and capital
      gains distributions be received in cash.

6.    All expenses incident to the performance by the Trust under this
      Agreement shall be paid by the Trust.  The Trust shall pay the cost of
      registration of Trust shares with the SEC.  The Trust shall distribute,
      to the Variable Account, proxy material, periodic Trust reports to
      shareholders and other material the Trust may require to be sent to
      Contract owners.  The Trust shall pay the cost of qualifying Trust
      shares in states where required.  The Trust will provide Insurance
      Company with a reasonable quantity of the Trust's Prospectus and the
      reports to be used in contemplation of this Agreement.  The Trust will
      provide Insurance Company with a copy of the Statement of Additional
      Information suitable for duplication.

7.    Insurance Company and its agents shall make no representations
      concerning the Trust or Trust shares except those contained in the
      registration statement and the then current prospectus of the Trust and
      in reports or proxy statements for the Trust and in current printed
      sales literature and promotional material approved by the Trust or its
      designee, except with the permission of the Trust or its designee.

8.    Insurance Company shall bear the expenses of printing and distributing
      the Trust's prospectus to owners of Contracts issued by Insurance
      Company and of distributing the Trust's proxy materials and reports to
      such Contract owners.

9.    The Trust will at all times invest money from the Contracts in such a
      manner as to ensure that the Contracts will be treated as variable
      contracts under the Internal Revenue Code of 1986, as amended (the
      "Code"), and the regulations issued thereunder.  Without limiting the
      scope of the foregoing, the Trust shall comply with Sections 817(h) and
      851 of the Code and the regulations thereunder, and the applicable
      provisions of the 1940 Act relating to the diversification requirements
      for variable annuity, endowment, and life insurance contracts.  Upon
      request, the Trust shall provide Insurance Company with a letter from
      the appropriate Trust officer certifying the Trust's compliance with
      the diversification requirements and qualification as a regulated
      investment company.


                                    2
<PAGE> 3

10.   Insurance Company agrees to inform the Board of Trustees of the Trust
      of the existence of, or any potential for, any material irreconcilable
      conflict of interest between the interests of the Contract owners of
      the Variable Account investing in the Trust and/or any other separate
      account of any other insurance company investing in the Trust.

A material irreconcilable conflict may arise for a variety of reasons,
including:

      (a)     an action by any state insurance or other regulatory authority;

      (b)     a change in applicable federal or state insurance, tax or
              securities laws or regulations, or a public ruling, private
              letter ruling, or any similar action by insurance, tax or
              securities regulatory authorities;

      (c )    an administrative or judicial decision in any relevant
              proceeding;

      (d)     the manner in which the investments of any Portfolio are being
              managed;

      (e)     a difference in voting instructions given by variable annuity
              contract and variable life insurance contract owners; or

      (f)     a decision by an insurer to disregard the voting instructions
              of contract owners.

Insurance Company will be responsible for assisting the Board of Trustees of
the Trust in carrying out its responsibilities by providing the Board with
all information reasonably necessary for the Board to consider any issue
raised, including information as to a decision by Insurance Company to
disregard voting instructions of Contract owners.

It is agreed that if it is determined by a majority of the members of the
Board of Trustees of the Trust or a majority of its disinterested Trustees
that a material irreconcilable conflict exists affecting Insurance Company,
Insurance Company shall, at its own expense, take whatever steps are
necessary to remedy or eliminate the irreconcilable material conflict, which
steps may include, but are not limited to,

(a)   withdrawing the assets allocable to some or all of the separate
      accounts from the Trust or any Portfolio and reinvesting such assets in
      a different investment medium, including another Portfolio of the Trust
      or submitting the question of whether such segregation should be
      implemented to a vote of all affected Contract owners and, as
      appropriate, segregating the assets of any particular group (i.e.,
      annuity contract owners, life insurance contract owners or variable
      contract owners of one or more Participating Insurance Companies) that
      votes in favor of such segregation, or offering to the affected
      contract owners the option of making such a change; and


                                    3
<PAGE> 4

(b)   establishing a new registered management investment company or managed
      separate account.

If a material irreconcilable conflict arises because of Insurance Company's
decision to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, Insurance
Company may be required, at the Trust's election, to withdraw the Variable
Account's investment in the Trust.  No charge or penalty will be imposed
against the Variable Account as a result of such withdrawal.  Insurance
Company agrees that any remedial action taken by it in resolving any material
conflicts of interest will be carried out with a view only to the interests
of Contract owners.

For purposes hereof, a majority of the disinterested members of the Board of
Trustees of the Trust shall determine whether any proposed action adequately
remedies any material irreconcilable conflict.  In no event will the Trust be
required by the terms hereof to establish a new funding medium for any
Contracts if an offer to do so has been declined by vote of a majority of
affected Contract owners.

The Trust will undertake to promptly make known to Insurance Company the
Board of Trustees' determination of the existence of a material
irreconcilable conflict and its implications.

11.   This Agreement shall terminate as to the sale and issuance of new
      Contracts:

      (a)     at the option of Insurance Company, the Adviser or the Trust
      upon six months' advance written notice to the other parties;

      (b)     at the option of Insurance Company, by written notice to the
      Trust, if Trust shares are not available for any reason to meet the
      requirements of Contracts as determined by Insurance Company;

      (c)     at the option of Insurance Company, the Adviser or the Trust,
      upon institution of formal proceedings against the broker-dealer or
      broker-dealers marketing the Contracts, the Variable Account, Insurance
      Company or the Trust by the National Association of Securities Dealers
      ("NASD"), the SEC or any other regulatory body;

      (d)     upon a decision by Insurance Company, in accordance with
      regulations of the SEC, to substitute such Trust shares with the shares
      of another investment company for Contracts for which the Trust shares
      have been selected to serve as the underlying investment medium.
      Insurance Company will give 60 days' written notice to the Trust and
      the Adviser of any proposed vote to replace Trust shares;

      (e)     upon assignment of this Agreement unless made with the written
      consent of each other party;


                                    4
<PAGE> 5

      (f)     at the option of Insurance Company, in the event Trust shares
      are not registered, issued or sold in conformance with Federal law or
      such law precludes the use of Trust shares as an underlying medium of
      Contracts issued or to be issued by Insurance Company.  Prompt notice
      shall be given by either party to the other in the event the conditions
      of this provision occur.

12.   Termination as the result of any cause listed in the preceding
      paragraph shall not affect the Trust's obligation to furnish Trust
      shares for Contracts then in force for which the shares of the Trust
      serve or may serve as an underlying medium, unless such further sale of
      Trust shares is proscribed by law or the SEC or other regulatory body.

13.   Each notice required by this Agreement shall be given by wire and
      confirmed in writing by registered or certified mail to:

              If to Insurance Company:
              General American Life Insurance Company

              If to the Trust:
              Van Eck Investment Trust
              122 East 42nd Street
              New York, NY  10168
              Attn:  President

              If to the Adviser:
              Van Eck Associates Corporation
              122 East 42nd Street
              New York, NY  10168
              Attn:  President

14.   Advertising and sales literature in which the Trust or the Adviser is
      named will be submitted to the Trust for review before such material is
      submitted to the SEC or NASD for review.

15.   Insurance Company will distribute all proxy material furnished by the
      Trust.  If and to the extent required by law, Insurance Company shall
      (a) solicit voting instructions from Contract owners; (b) vote Trust
      shares in accordance with instructions received from the Contract
      owners of such Trust shares; and (c) vote the Trust shares for which no
      instructions have been received from Contract owners so long as and to
      the extent that the SEC continues to interpret the 1940 Act to require
      pass-through voting privileges for variable contract owners.  Insurance
      Company reserves the right to vote Trust shares held in any segregated
      asset account in its own right to the extent permitted by law.


                                    5
<PAGE> 6

16.   (a)     Insurance Company agrees to indemnify and hold harmless the
              Trust, the Adviser, and each of its trustees, directors,
              officers, employees, agents and each person, if any, who
              controls the Trust within the meaning of the Securities Act of
              1933 (the "Act") (the Trust and such persons collectively,
              "Trust Indemnified Person") against any losses, claims, damages
              or liabilities to which a Trust Indemnified Person may become
              subject, under the Act or otherwise, insofar as such losses,
              claims, damages or liabilities (or actions in respect thereof)
              are related to the sale or acquisition of the Trust's shares or
              the Contracts and arise out of or are based upon any untrue
              statement or alleged untrue statement of any material fact
              contained in information furnished by Insurance Company for use
              in the Registration Statement or prospectus of the Trust or in
              the Registration Statement or prospectus for the Variable
              Account, or arise out of or are based upon the omission or the
              alleged omission to state therein a material fact required to
              be stated therein or necessary to make the statements therein
              not misleading, or arise out of or as a result of conduct,
              statements or representations (other than statement or
              representations contained in the prospectus and Trust-prepared
              sales literature of the Trust) of Insurance Company or its
              agents with respect to the sale and distribution of contracts
              for which Trust shares are an underlying investment or arise
              out of a breach of this Agreement; and Insurance Company will
              reimburse any legal or other expenses reasonably incurred by a
              Trust Indemnified Person in connection with investigating or
              defending any such loss, claim, damage, liability or action.
              This indemnity agreement will be in addition to any liability
              which Insurance Company may otherwise have.

      (b)     The Trust agrees to indemnify and hold harmless Insurance
              Company and each of its directors, officers, employees, agents
              and each person, if any, who controls Insurance Company within
              the meaning of the Act (Insurance Company and such persons
              collectively, "Insurance Company Indemnified Person") against
              any losses, claims, damages or liabilities to which an
              Insurance Company Indemnified Person may become subject, under
              the Act or otherwise, insofar as such losses, claims, damages
              or liabilities (or actions in respect thereof) are related to
              the operations, sale or acquisition of the Trust's shares or
              the contracts and arise out of or are based upon any untrue
              statement or alleged untrue statement of any material fact
              contained in the Registration Statement or prospectus or
              Trust-prepared sales literature of the Trust, or arise out of
              or are based upon the omission or the alleged omission to state
              therein a material fact required to be stated therein or
              necessary to make the statements therein not misleading, or
              arise out of or are based upon the Trust's failure to keep each
              of the Trust options fully diversified and qualified as a
              regulated investment company as required by the applicable
              provisions of the code, the 1940 Act, and any other law or
              regulation, or arise out of a breach of this Agreement and the
              Trust will reimburse any legal or other expenses


                                    6
<PAGE> 7

              reasonably incurred by an Insurance Company Indemnified Person in
              connection with investigating or defending any such loss,
              claim, damage, liability or action; provided, however, that the
              Trust will not be liable in any such case to the extent that
              any such loss, claim, damage or liability arises out of or is
              based upon an untrue statement or omission or alleged omission
              made in such Registration Statement or prospectus in conformity
              with written information furnished to the Trust by Insurance
              Company specifically for use therein or in Insurance
              Company-prepared sales literature.  This indemnity agreement
              will be in addition to any liability which the Trust may
              otherwise have.

      (c)     The Adviser agrees to indemnify and hold harmless each
              Insurance Company Indemnified Person against any losses,
              claims, damages or liabilities to which an Insurance Company
              Indemnified Person may become subject, under the Act or
              otherwise, insofar as such losses, claims, damages or
              liabilities (or actions in respect thereof) are related to the
              operations, sale or acquisition of the Trust's shares or the
              Contracts and arise out of or are based upon any untrue
              statement or alleged untrue statement of any material fact
              contained in the Registration Statement or prospectus or
              Adviser-prepared sales literature of the Trust, or arise out of
              or are based upon the omission or the alleged omission to state
              therein a material fact required to be stated therein or
              necessary to make the statements therein not misleading, or
              arise out of or are based upon the Adviser's failure to keep
              each of the Trust and its Portfolios fully diversified and
              qualified as a regulated investment company as required by the
              applicable provisions of the Code, the 1940 Act, and any other
              law or regulation, or arise out of a breach of this Agreement
              and the Adviser will reimburse any legal or other expenses
              reasonably incurred by teach Insurance Company Indemnified
              Person in connection with investigating or defending any such
              loss, claim, damage, liability or action; provided, however,
              that the Adviser will not be liable in any such case to the
              extent that any such loss, claim, damage or liability arises
              out of or is based upon an untrue statement or omission or
              alleged omission made in such Registration Statement or
              prospectus in conformity with written information furnished to
              the Adviser by Insurance Company specifically for use therein
              or Insurance Company-prepared sales literature.  This indemnity
              agreement will be in addition to any liability which the
              Adviser may otherwise have.

      (d)     The Trust and the Adviser shall indemnify and hold each
              Insurance Company Indemnified Person harmless against any and
              all liability, loss, damages, costs or expenses which an
              Insurance Company Indemnified Person may incur, suffer or be
              required to pay directly due to the Trust's or Adviser's (or
              their designated agent's) (1) incorrect calculation of the
              daily net asset value, dividend rate or capital gain
              distribution rate; (2) incorrect reporting of the daily net
              asset value, dividend rate or capital gain


                                    7
<PAGE> 8

              distribution rate; or (3) untimely reporting of the net asset
              value, dividend rate or capital gain distribution rate.  Any gain
              to Insurance Company attributable to the Trust's, or Adviser's
              (or their designated agent's) incorrect calculation or reporting
              of the daily net asset value shall be immediately returned to the
              Trust.

      (e)     Promptly after receipt by an indemnified party under this
              paragraph of notice of the commencement of action, such
              indemnified party will, if a claim in respect thereof is to be
              made against the indemnifying party under this paragraph,
              notify the indemnifying party of the commencement thereof; but
              the omission so to notify the indemnifying party will not
              relive it from any liability which it may have to any
              indemnified party otherwise than under this paragraph.  In case
              any such action is brought against any indemnified party, and
              it notified the indemnifying party of the commencement thereof,
              the indemnifying party will be entitled to participate, at its
              own expense, therein and, to the extent that it may wish,
              assume the defense thereof, with counsel satisfactory to such
              indemnified party.  After notice from the indemnifying party to
              such indemnified party of its election to assume the defense of
              such action, the indemnified party shall bear the fees and
              expenses of any additional counsel retained by it, and the
              indemnifying party will not be liable to such party under this
              paragraph for any legal or other expenses subsequently incurred
              by such indemnified party independently in connection with the
              defense thereof other than reasonable costs of investigation.

      (f)     Nothing herein shall entitle an indemnified party to special,
              consequential or exemplary damages or damages of like kind or
              nature and with respect to section 14(d) hereof all liability,
              loss and damages shall be limited to the amount required to
              correct the value of the account as if there had been no
              incorrect calculation or reporting or untimely reporting of net
              asset value, dividend rate or capital gain distribution rate.

17.   If, in the course of future marketing of the Contracts, Insurance
      Company or its agents shall request, in writing assistance from the
      Trust's sales personnel which is beyond the scope of the services and
      materials to be provided under the terms of this Agreement,
      compensation (which will be negotiated by the Trust and Insurance
      Company) shall be paid by Insurance Company to the Trust.


                                    8
<PAGE> 9


                                    GENERAL AMERICAN LIFE INSURANCE CO.


- ------------------------            By -------------------------------
Date
                                    VAN ECK INVESTMENT TRUST


- ------------------------            By -------------------------------
Date
                                    VAN ECK ASSOCIATES CORPORATION


- ------------------------            By -------------------------------
Date





                                    9
<PAGE> 10

                                  EXHIBIT A
                       TO FUND PARTICIPATION AGREEMENT
                                    AMONG
                   GENERAL AMERICAN LIFE INSURANCE COMPANY,
                       VAN ECK INVESTMENT TRUST<F*> AND
                        VAN ECK ASSOCIATES CORPORATION
                             DATED JULY 27, 1994
                             -------------------


              Fund
              ----

Worldwide Hard Assets Fund (Formerly Gold and Natural Resources Fund)

Worldwide Emerging Markets Fund







                                                                  1998




[FN]
- ------------------
<F*> Now named Van Eck Worldwide Insurance Trust



                                    10

<PAGE> 1

Exhibit 1.(8)(e)

                      SHAREHOLDER SERVICES AGREEMENT


      THIS SHAREHOLDER SERVICES AGREEMENT is made and entered into as of
- ------------, 1997 by and between ------------------------------ (the
"Company"), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM").

      WHEREAS, the Company offers to the public certain group and individual
variable annuity and variable life insurance contracts (the "Contracts"); and

      WHEREAS, the Company wishes to make available as investment options
under the Contracts, VP Advantage, VP Balanced, VP Capital Appreciation, VP
Income & Growth, VP International and VP Value (the "Funds"), each of which
is a series of mutual fund shares registered under the Investment Company Act
of 1940, as amended, and issued by American Century Variable Portfolios, Inc.
(the "Issuer"); and

      WHEREAS, on the terms and conditions hereinafter set forth, ACIM
desires to make shares of the Funds available as investment options under the
Contracts and to retain the Company to perform certain administrative
services on behalf of the Funds, and the Company is willing and able to
furnish such services;

      NOW, THEREFORE, The Company and ACIM agree as follows:

      1.      TRANSACTIONS IN THE FUNDS.  Subject to the terms and conditions
of this Agreement, ACIM will cause the Issuer to make shares of the Funds
available to be purchased, exchanged, or redeemed, by or on behalf of the
Accounts (defined in SECTION 7(A) below) through a single account per Fund at
the net asset value applicable to each order.  The Funds' shares shall be
purchased and redeemed on a net basis in such quantity and at such time as
determined by the Company to satisfy the requirements of the Contracts for
which the Funds serve as underlying investment media.  Dividends and capital
gains distributions will be automatically reinvested in full and fractional
shares of the Funds.

      2.      ADMINISTRATIVE SERVICES.  The Company agrees to provide all
administrative services for the Contract owners, including but not limited to
those services specified in EXHIBIT A (the "Administrative Services").
Neither ACIM nor the Issuer shall be required to provide Administrative
Services for the benefit of Contract owners.  The Company agrees that it will
maintain and preserve all records as required by law to be maintained and
preserved in connection with providing the Administrative Services, and will
otherwise comply with all laws, rules and regulations applicable to the
marketing of the Contracts and the provision of the Administrative Services.
Upon request, the Company will provide ACIM or its representatives reasonable
information regarding the quality of the Administrative Services being
provided and its compliance with the terms of this Agreement.


                                    1
<PAGE> 2

      3.      TIMING OF TRANSACTIONS.  ACIM hereby appoints the Company as
agent for the Funds for the limited purpose of accepting purchase and
redemption orders for Fund shares from the Contract owners.  On each day the
New York Stock Exchange (the "Exchange") is open for business (each, a
"Business Day"), the Company may receive instructions from the Contract
owners for the purchase or redemption of shares of the Funds ("Orders").
Orders received and accepted by the Company prior to the close of regular
trading on the Exchange (the "Close of Trading") on any given Business Day
(currently, 4:00 p.m. Eastern time) and transmitted to the Funds' transfer
agent by 10:00 p.m. Eastern time on such Business Day will be executed at the
net asset value determined as of the Close of Trading on such Business Day.
Any Orders received by the Company on such day but after the Close of
Trading, and all Orders that are transmitted to the Funds' transfer agent
after 10:00 p.m. Eastern time on such Business Day, will be executed at the
net asset value determined as of the Close of Trading on the next Business
Day following the day of receipt of such Order.  The day as of which an Order
is executed by the Funds' transfer agent pursuant to the provisions set forth
above is referred to herein as the "Trade Date".

      4.      PROCESSING OF TRANSACTIONS.

      (a)     If transactions in Fund shares are to be settled through the
National Securities Clearing Corporation's Mutual Fund Settlement, Entry, and
Registration Verification (Fund/SERV) system, the terms of the FUND/SERV
AGREEMENT, between Company and American Century Services Corporation, shall
apply.

      (b)     If transactions in Fund shares are to be settled directly with
the Funds' transfer agent, the following provisions shall apply:

              (1)    By 6:30 p.m. Eastern time on each Business Day, ACIM (or
one of its affiliates) will provide to the Company via facsimile or other
electronic transmission acceptable to the Company the Funds' net asset value,
dividend and capital gain information and, in the case of incoming funds, the
daily accrual for interest rate factor (mil rate), determined at the Close of
Trading.

              (2)    By 10:00 p.m. Eastern time on each Business Day, the
Company will provide to ACIM via facsimile or other electronic transmission
acceptable to ACIM a report stating whether the instructions received by the
Company from Contract owners by the Close of Trading on such Business Day
resulted in the Accounts being a net purchaser or net seller of shares of the
Funds.  As used in this Agreement, the phrase "other electronic transmission
acceptable to ACIM" includes the use of remote computer terminals located at
the premises of the Company, its gents or affiliates, which terminals may be
linked electronically to the computer system of ACIM, its agents or
affiliates (hereinafter, "Remote Computer Terminals").

              (3)    Upon the timely receipt from the Company of the report
described in (2) above, the Funds' transfer agent will execute the purchase
or redemption


                                    2
<PAGE> 3

transactions (as the case may be) at the net asset value computed as of the
Close of Trading on the Trade Date.  Payment for net purchase transactions
shall be made by wire transfer to the applicable Fund custodial account
designated by the Funds on the Business Day next following the Trade Date.
Such wire transfers shall be initiated by the Company's bank prior to 4:00 p.m.
Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the
Business Day next following the Trade Date ("T+1").  If payment for a purchase
Order is not timely received, such Order will be executed at the net asset
value next computed following receipt of payment. Payments for net redemption
transactions shall be made by wire transfer by the Issuer to the account(s)
designated by the Company on T+1; provided, however, the Issuer reserves the
                                  --------  -------
right to settle redemption transactions within the time period set forth in the
applicable Fund's then-current prospectus.  On any Business Day when the
Federal Reserve Wire Transfer System is closed, all communication and
processing rules will be suspended for the settlement of Orders.  Orders will
be settled on the next Business Day on which the Federal Reserve Wire Transfer
System is open and the original Trade Date will apply.

      5.      PROSPECTUS AND PROXY MATERIALS.

      (a)     ACIM shall provide the Company with copies of the Issuer's
proxy materials, periodic fund reports to shareholders and other materials
that are required by law to be sent to the Issuer's shareholders.  In
addition, ACIM shall provide the Company with a sufficient quantity of
prospectuses of the Funds to be used in conjunction with the transactions
contemplated by this Agreement, together with such additional copies of the
Issuer's prospectuses as may be reasonably requested by Company.  If the
Company provides for pass-through voting by the Contract owners, of if the
Company determines that pass-through voting is required by law, ACIM will
provide the Company with a sufficient quantity of proxy materials for each,
as directed by the Company.

      (b)     The cost of preparing, printing and shipping of the
prospectuses, proxy materials, periodic fund reports and other materials of
the Issuer to the Company shall be paid by ACIM or its agents or affiliates;
provided, however, that if at any time ACIM or its agent reasonably deems
- --------  -------
the usage by the Company of such items to be excessive, it may, prior to the
delivery of any quantity of materials in excess of what is deemed reasonable,
request that the Company demonstrate the reasonableness of such usage.  If
ACIM believes the reasonableness of such usage has not been adequately
demonstrated, it may request that the party responsible for such excess usage
pay the cost of printing (including press time) and delivery of any excess
copies of such materials.  Unless the Company agrees to make such payments,
ACIM may refuse to supply such additional materials and ACIM shall be deemed
in compliance with this SECTION 5 if it delivers to the Company at least the
number of prospectuses and other materials as may be required by the Issuer
under applicable law.


                                    3
<PAGE> 4

      (c)     The cost of any distribution of prospectuses, proxy materials,
periodic fund reports and other materials of the Issuer to the Contract
owners shall be paid by the Company and shall not be the responsibility of
ACIM or the Issuer.

      6.      COMPENSATION AND EXPENSES.

      (a)     The Accounts shall be the sole shareholder of Fund shares
purchased for the Contract owners pursuant to this Agreement (the "Record
Owner").  The Record Owner shall properly complete any applications or other
forms required by ACIM or the Issuer from time to time.

      (b)     ACIM acknowledges that it will derive a substantial savings in
administrative expenses, such as a reduction in expenses related to postage,
shareholder communications and recordkeeping, by virtue of having a single
shareholder account per Fund for the Accounts rather than having each
Contract owner as a shareholder.  In consideration of the Administrative
Services and performance of all other obligations under this Agreement by the
Company, ACIM will pay the Company a fee (the "Administrative Services Fee")
equal to  --- basis points (      ) per annum of the average aggregate amount
invested by the Company under this Agreement.

      (c)     The payments received by the Company under this Agreement are
for administrative and shareholder services only and do not constitute
payment in any manner for investment advisory services or for costs of
distribution.

      (d)     For the purposes of computing the payment to the Company
contemplated by this SECTION 6, the average aggregate amount invested by the
Company on behalf of the Accounts in the Funds over a one month period shall
be computed by totaling the Company's aggregate investment (share net asset
value multiplied by total number of shares of the Funds held by the Company)
on each Business Day during the month and dividing by the total number of
Business Days during such month.

      (e)     ACIM will calculate the amount of the payment to be made
pursuant to this SECTION 6 at the end of each calendar quarter and will make
such payment to the Company within 30 days thereafter.  The check for such
payment will be accompanied by a statement showing the calculation of the
amounts being paid by ACIM for the relevant months and such other supporting
data as may be reasonably requested by the Company and shall be mailed to:

                     ------------------------------
                     ------------------------------
                     ------------------------------
                     Attention: ----------------------
                     Phone No.: --------------------
                     Fax No.: -----------------------


                                    4
<PAGE> 5

      7.      REPRESENTATIONS.

      (a)     The Company represents and warrants that (i) this Agreement has
been duly authorized by all necessary corporate action and, when executed and
delivered, shall constitute the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms; (ii) it has established
the ---------- and the --------------- (the "Accounts"), each of which is a
duly authorized and established separate account under ---------- Insurance
law, and has registered each Account as a unit investment trust under the
Investment Company Act of 1940 (the "1940 Act") to serve as an investment
vehicle for the Contracts; (iii) each Contract provides for the allocation of
net amounts received by the Company to an Account for investment in the
shares of one or more specified investment companies selected among those
companies available through the Account to act as underlying investment
media; (iv) selection of a particular investment company is made by the
Contract owner under a particular Contract, who may change such selection
from time to time in accordance with the terms of the applicable Contract;
and (v) the activities of the Company contemplated by this Agreement comply
in all material respects with all provisions of federal and state securities
laws applicable to such activities.

      (b)     ACIM represents that (i) this Agreement has been duly
authorized by all necessary corporate action and, when executed and
delivered, shall constitute the legal, valid and binding obligation of ACIM,
enforceable in accordance with its terms; (ii) the prospectus of each Fund
complies in all material respects with federal and state securities laws, and
(iii) shares of the Issuer are registered and authorized for sale in
accordance with all federal and state securities laws.

      8.      ADDITIONAL COVENANTS AND AGREEMENTS.

      (a)     Each party shall comply with all provisions of federal and
state laws applicable to its respective activities under this Agreement.  All
obligations of each party under this Agreement are subject to compliance with
applicable federal and state laws.

      (b)     Each party shall promptly notify the other parties in the event
that it is, for any reason, unable to perform any of its obligations under
this Agreement.

      (c)     The Company covenants and agrees that all Orders accepted and
transmitted by it hereunder with respect to each Account on any Business Day
will be based upon instructions that it received from the Contract owners, in
proper form prior to the Close of Trading of the Exchange on that Business
Day.  The Company shall time stamp all Orders or otherwise maintain records
that will enable the Company to demonstrate compliance with SECTION 8(C)
hereof.

      (d)     The Company covenants and agrees that all Orders transmitted to
the Issuer, whether by telephone, telecopy, or other electronic transmission
acceptable to ACIM, shall be sent by or under the authority and direction of
a person designated by the Company as being duly authorized to act on behalf
of the owner of the Accounts.  ACIM shall be entitled to rely on the
existence of such authority and to assume that any


                                    5
<PAGE> 6

person transmitting Orders for the purchase, redemption or transfer of Fund
shares on behalf of the Company is "an appropriate person" as used in Sections
8-107 and 8-401 of the Uniform Commercial Code with respect to the transmission
of instructions regarding Fund shares on behalf of the owner of such Fund
shares.  The Company shall maintain the confidentiality of all passwords and
security procedures issued, installed or otherwise put in place with respect to
the use of Remote Computer Terminals and assumes full responsibility for the
security therefor.  The Company further agrees to be responsible for the
accuracy, propriety and consequences of all data transmitted to ACIM by the
Company by telephone, telecopy or other electronic transmission acceptable to
ACIM.

      (e)     The Company agrees that, to the extent it is able to do so, it
will use its best efforts to give equal emphasis and promotion to shares of
the Funds as is given to other underlying investments of the Accounts,
subject to applicable Securities and Exchange Commission rules.  In addition,
the Company shall not impose any fee, condition, or requirement for the use
of the Funds as investment options for the Contracts that operates to the
specific prejudice of the Funds vis-a-vis the other investment media made
                                ---------
available for the Contracts by the Company.

      (f)     The Company shall not, without the written consent of ACIM,
make representations concerning the Issuer or the shares of the Funds except
those contained in the then-current prospectus and in current printed sales
literature approved by ACIM or the Issuer.

      (g)     Advertising and sales literature with respect to the Issuer or
the Funds prepared by the Company or its agents, if any, for use in marketing
shares of the Funds as underlying investment media to Contract owners shall
be submitted to ACIM for review and approval before such material is used.

      9.      USE OF NAMES.  Except as otherwise expressly provided for in
this Agreement, neither ACIM nor any of its affiliates or the Funds shall use
any trademark, trade name, service mark or logo of the Company, or any
variation of any such trademark, trade name, service mark or logo, without
the Company's prior written consent, the granting of which shall be at the
Company's sole option.  Except as otherwise expressly provided for in this
Agreement, the Company shall not use any trademark, trade name, service mark
or logo of the Issuer, ACIM or any of its affiliates or any variation of any
such trademarks, trade names, service marks, or logos, without the prior
written consent of either the Issuer or ACIM, as appropriate, the granting of
which shall be at the sole option of ACIM and/or the Issuer.

      10.     PROXY VOTING.

      (a)     The Company shall provide pass-through voting privileges to all
Contract owners so long as the SEC continues to interpret the 1940 Act as
requiring such privileges.  It shall be the responsibility of the Company to
assure that it and the


                                    6
<PAGE> 7

separate accounts of the other Participating Companies (as defined in SECTION
12(A) below) participating in any Fund calculate voting privileges in a
consistent manner.

      (b)     The Company will distribute to Contract owners all proxy
material furnished by ACIM and will vote shares in accordance with
instructions received from such Contract owners.  The Company shall vote Fund
shares for which no voting instructions are received in the same proportion
as shares for which such instructions have been received.  The Company and
its agents shall not oppose or interfere with the solicitation of proxies for
Fund shares held for such Contract owners.

      11.     INDEMNITY.

      (a)     ACIM agrees to indemnify and hold harmless the Company and its
officers, directors, employees, agents, affiliates and each person, if any,
who controls the Company within the meaning of the Securities Act of 1933
(collectively, the "Indemnified Parties" for purposes of this SECTION 11(A))
against any losses, claims, expenses, damages or liabilities (including
amounts paid in settlement thereof) or litigation expenses (including legal
and other expenses) (collectively, "Losses"), to which the Indemnified
Parties may become subject, insofar as such Losses result from a breach by
ACIM of a material provision of this Agreement.  ACIM will reimburse any
legal or other expenses reasonably incurred by the Indemnified Parties in
connection with investigating or defending any such Losses.  ACIM shall not
be liable for indemnification hereunder if such Losses are attributable to
the negligence or misconduct of the Company in performing its obligations
under this Agreement.

      (b)     The Company agrees to indemnify and hold harmless ACIM and the
Issuer, and their respective officers, directors, employees, agents,
affiliates and each person, if any, who controls Issuer or ACIM within the
meaning of the Securities Act of 1933 (collectively, the "Indemnified
Parties" for purposes of this SECTION 11(B)) against any Losses to which the
Indemnified Parties may become subject, insofar as such Losses result from a
breach by the Company of a material provision of this Agreement or the use by
any person of the Remote Computer Terminals.  The Company will reimburse any
legal or other expenses reasonably incurred by the Indemnified Parties in
connection with investigating or defending any such Losses.  The Company
shall not be liable for indemnification hereunder if such Losses are
attributable to the negligence or misconduct of ACIM or the Issuer in
performing their obligations under this Agreement.

      (c)     Promptly after receipt by an indemnified party hereunder of
notice of the commencement of action, such indemnified party will, if a claim
in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from any liability
which it may have to any indemnified party otherwise than under this SECTION
11.  In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent it may wish
to, assume the defense thereof, with counsel satisfactory to such indemnified
party, and


                                    7
<PAGE> 8

after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this SECTION 11 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.

      (d)     If the indemnifying party assumes the defense of any such
action, the indemnifying party shall not, without the prior written consent
of the indemnified parties in such action, settle or compromise the liability
of the indemnified parties in such action, or permit a default or consent to
the entry of any judgment in respect thereof, unless in connection with such
settlement, compromise or consent, each indemnified party receives from such
claimant an unconditional release from all liability in respect of such
claim.

      12.     POTENTIAL CONFLICTS.

      (a)     The Company has received a copy of an application for exemptive
relief, as amended, filed by the Issuer on December 21, 1987, with the SEC
and the order issued by the SEC in response thereto (the "Shared Funding
Exemptive Order").  The Company has reviewed the conditions to the requested
relief set forth in such application for exemptive relief.  As set forth in
such application, the Board of Directors of the Issuer (the "Board") will
monitor the Issuer for the existence of any material irreconcilable conflict
between the interests of the contract owners of all separate accounts
("Participating Companies") investing in funds of the Issuer.  An
irreconcilable material conflict may arise for a variety of reasons,
including:  (i) an action by any state insurance regulatory authority; (ii) a
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar actions by insurance, tax or securities
regulatory authorities; (iii) an administrative or judicial decision in any
relevant proceeding; (iv) the manner in which the investments of any
portfolio are being managed; (v) a difference in voting instructions given by
variable annuity contract owners and variable life insurance contract owners;
or (vi) a decision by an insurer to disregard the voting instructions of
contract owners.  The Board shall promptly inform the Company if it
determines that an irreconcilable material conflict exists and the
implications thereof.

      (b)     The Company will report any potential or existing conflicts of
which it is aware to the Board.  The Company will assist the Board in
carrying out its responsibilities under the Shared Funding Exemptive Order by
providing the Board with all information reasonably necessary for the Board
to consider any issues raised.  This includes, but is not limited to, an
obligation by the Company to inform the Board whenever contract owner voting
instructions are disregarded.

      (c)     If a majority of the Board, or a majority of its disinterested
Board members, determines that a material irreconcilable conflict exists with
regard to contract owner investments in a Fund, the Board shall give prompt
notice to all Participating Companies.  If the Board determines that the
Company is responsible for causing or


                                    8
<PAGE> 9

creating said conflict, the Company shall at its sole cost and expense, and to
the extent reasonably practicable (as determined by a majority of the
disinterested Board members), take such action as is necessary to remedy or
eliminate the irreconcilable material conflict.  Such necessary action may
include but shall not be limited to:

              (i)    withdrawing the assets allocable to the Accounts from
                     the Fund and reinvesting such assets in a different
                     investment medium or submitting the question of whether
                     such segregation should be implemented to a vote of all
                     affected contract owners and is appropriate, segregating
                     the assets of any appropriate group (i.e., annuity
                     contract owners, life insurance contract owners, or
                     variable contract owners of one or more Participating
                     Companies) that votes in favor of such segregation, or
                     offering to the affected contract owners the option of
                     making such a change; and/or

              (ii)   establishing a new registered management investment
                     company or managed separate account.

      (d)     If a material irreconcilable conflict arises as a result of a
decision by the Company to disregard its contract owner voting instructions
and said decision represents a minority position or would preclude a majority
vote by all of its contract owners having an interest in the Issuer, the
Company at its sole cost, may be required, at the Board's election, to
withdraw an Account's investment in the Issuer and terminate this Agreement;
provided, however, that such withdrawal and termination shall be limited to
the extent required by the foregoing material irreconcilable conflict as
determined by a majority of the disinterested members of the Board.

      (e)     For the purpose of this SECTION 12, a majority of the
disinterested Board members shall determine whether or not any proposed
action adequately remedies any irreconcilable material conflict, but in no
event will the Issuer be required to establish a new funding medium for any
Contract.  The Company shall not be required by this SECTION 12 to establish
a new funding medium for any Contract if an offer to do so has been declined
by vote of a majority of the Contract owners materially adversely affected by
the irreconcilable material conflict.

      13.     TERMINATION; WITHDRAWAL OF OFFERING.  This Agreement may be
terminated by either party upon 180 days' prior written notice to the other
parties.  Notwithstanding the above, the Issuer reserves the right, without
prior notice, to suspend sales of shares of any Fund, in whole or in part, or
to make a limited offering of shares of any of the Funds in the event that
(A) any regulatory body commences formal proceedings against the Company,
ACIM, affiliates of ACIM, or the Issuer, which proceedings ACIM reasonably
believes may have a material adverse impact on the ability of ACIM, the
Issuer or the Company to perform its obligations under this Agreement or (B)
in the judgment of ACIM, declining to accept any additional instructions for
the purchase or sale of shares of any such Fund is warranted by market,
economic or political conditions.  Notwithstanding the foregoing, this
Agreement may be


                                    9
<PAGE> 10

terminated immediately (i) by any party as a result of any other breach of this
Agreement by another party, which breach is not cured within 30 days after
receipt of notice from the other party, or (ii) by any party upon a
determination that continuing to perform under this Agreement would, in the
reasonable opinion of the terminating party's counsel, violate any applicable
federal or state law, rule, regulation or judicial order. Termination of this
Agreement shall not affect the obligations of the parties to make payments
under SECTION 4 for Orders received by the Company prior to such termination
and shall not affect the Issuer's obligation to maintain the Accounts as set
forth by this Agreement.  Following termination, ACIM shall not have any
Administrative Services payment obligation to the Company (except for payment
obligations accrued but not yet paid as of the termination date).

      14.     NON-EXCLUSIVITY.  Each of the parties acknowledges and agrees
that this Agreement and the arrangement described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.

      15.     SURVIVAL.  The provisions of SECTION 9 (use of names) and
SECTION 11 (indemnity) of this Agreement shall survive termination of this
Agreement.

      16.     AMENDMENT.  Neither this Agreement, nor any provision hereof,
may be amended, waived, discharged or terminated orally, but only by an
instrument in writing signed by all of the parties hereto.

      17.     NOTICES.  All notices and other communications hereunder shall
be given or made in writing and shall be delivered personally, or sent by
telex, telecopier, express delivery or registered or certified mail, postage
prepaid, return receipt requested, to the party or parties to whom they are
directed at the following addresses, or at such other addresses as may be
designated by notice from such party to all other parties.

      To the Company:

                     --------------------------------------
                     --------------------------------------
                     --------------------------------------
                     (    ) ----------- (office number)
                     (    ) ----------- (telecopy number)

      To the Issuer or ACIM:

                     American Century Investment Management, Inc.
                     4500 Main Street
                     Kansas City, Missouri  64111
                     Attention:  Charles A. Etherington, Esq.
                     (816) 340-4051 (office number)
                     (816) 340-4964 (telecopy number)


                                    10
<PAGE> 11

Any notice, demand or other communication given in a manner prescribed in
this SECTION 17 shall be deemed to have been delivered on receipt.

      18.     SUCCESSORS AND ASSIGNS.  This Agreement may not be assigned
without the written consent of all parties to the Agreement at the time of
such assignment.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and
assigns.

      19.     COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.

      20.     SEVERABILITY.  In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.

      21.     ENTIRE AGREEMENT.  This Agreement, including the attachments
hereto, constitutes the entire agreement between the parties with respect to
the matters dealt with herein, and supersedes all previous agreements,
written or oral, with respect to such matters.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.


- ------------------------------         AMERICAN CENTURY INVESTMENT
                                       MANAGEMENT, INC.


By:----------------------------        By:----------------------------
Name:-------------------------             William M. Lyons
Title: --------------------------          Executive Vice President




                                    11
<PAGE> 12

                             EXHIBIT A

                      ADMINISTRATIVE SERVICES


Pursuant to the Agreement to which this is attached, the Company shall
perform all administrative and shareholder services required or requested
under the Contracts with respect to the Contract owners, including, but not
limited to, the following:

      1.      Maintain separate records for each Contract owner, which
records shall reflect the shares purchased and redeemed and share balances of
such Contract owners.  The Company will maintain a single master account with
each Fund on behalf of the Contract owners and such account shall be in the
name of the Company (or its nominee) as the record owner of shares owned by
the Contract owners.

      2.      Disburse or credit to the Contract owners all proceeds of
redemption of shares of the Funds and all dividends and other distributions
not reinvested in shares of the Funds.

      3.      Prepare and transmit to the Contract owners, as required by law
or the Contracts, periodic statements showing the total number of shares
owned by the Contract owners as of the statement closing date, purchases and
redemptions of Fund shares by the Contract owners during the period covered
by the statement and the dividends and other distributions paid during the
statement period (whether paid in cash or reinvested in Fund shares), and
such other information as may be required, from time to time, by the
Contracts.

      4.      Transmit purchase and redemption orders to the Funds on behalf
of the Contract owners in accordance with the procedures set forth in SECTION
4 to the Agreement.

      5.      Distribute to the Contract owners copies of the Funds'
prospectus, proxy materials, periodic fund reports to shareholders and other
materials that the Funds are required by law or otherwise to provide to their
shareholders or prospective shareholders.

      6.      Maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the Administrative
Services for the Contracts.





                                    A-1


                                    12

<PAGE> 1

Exhibit 1.(8)(f)


                            PARTICIPATION AGREEMENT

                                     Among

                           RUSSELL INSURANCE FUNDS,

                        RUSSELL FUND DISTRIBUTORS, INC.

                                      and

                    GENERAL AMERICAN LIFE INSURANCE COMPANY


      THIS AGREEMENT is made and entered into as on this 1st day of October
                                                         ---        -------
1996, by and among GENERAL AMERICAN LIFE INSURANCE COMPANY, a Missouri
corporation (hereinafter the "Company"), on its own behalf and on behalf of
each segregated asset account of the Company set forth on Schedule A hereto
as such schedule may be amended from time to time (each such account
hereinafter referred to as the "Account" and collectively as the "Accounts"),
and RUSSELL INSURANCE FUNDS, a Massachusetts Business Trust (hereinafter the
"Investment Company"), and RUSSELL FUND DISTRIBUTORS, INC. a Washington
corporation (hereinafter the "Underwriter").

      WHEREAS, Investment Company engages in business as a diversified open-end
management investment company and is available to act as the investment vehicle
for separate accounts established for variable life insurance policies and
variable annuity contracts (collectively, the "Variable Insurance Products");
and

      WHEREAS, the beneficial interest in the Investment Company is divided
into several series of shares, referred to individually as "Funds" and
representing the interest in a particular managed portfolio of securities and
other assets; and

      WHEREAS, Investment Company is registered as an open-end management
investment company under the 1940 Act, and its shares are registered under
the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and

      WHEREAS, Frank Russell Investment Management Company (the "Adviser") is
registered as an investment adviser under the federal Investment Advisers Act
of 1940 and any applicable state securities law; and

      WHEREAS, the Company has registered or will register certain variable
life contracts under the 1933 Act, and offers or will offer for sale certain
variable life contracts which are or will be exempt from registration; and



<PAGE> 2

      WHEREAS, each Account is a duly organized, validly existing, segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date shown for such Account on Schedule A hereto, to set
aside and invest assets attributable to one or more variable life contracts;
and

      WHEREAS, the Company has registered or will register one of the
Accounts as a unit investment trust under the 1940 Act and other Accounts are
exempt from registration; and

      WHEREAS, the Underwriter is registered as a broker/dealer with the SEC
under the Securities Exchange Act of 1934, as amended (hereinafter the "1934
Act") and is a member in good standing of the National Association of
Securities Dealers, Inc. (hereinafter the "NASD"); and

      WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Funds on behalf of
each Account to fund certain of the aforesaid variable life contracts, and
the Underwriter is authorized to sell such shares to unit investment trusts
such as each Account at net asset value

      NOW THEREFORE, in consideration of the premises and of the mutual
convenants herein contained and other good and valuable consideration the
receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:


                 ARTICLE I.  Sale of Investment Company Shares
                             ---------------------------------


      1.1   The Underwriter agrees to sell to the Company those shares of the
Investment Company which each Account orders, executing such orders on a
daily basis at the net asset value next computed after receipt by the
Investment Company or its designee of the order for the shares of the
Investment Company. For purposes of this Section 1.1, the Company shall be
the designee of the Investment Company for receipt of such orders from each
Account and receipt by such designee shall constitute receipt by the
Investment Company; provided that the Investment Company receives notice of
such order by 8:00 a.m. Pacific time on the next following Business Day.
"Business Day" shall mean any day on which the New York Stock Exchange is
open for trading and on which Investment Company calculates its net asset
value pursuant to the rules of the Securities and Exchange Commission.

      1.2   The Investment Company agrees to make its shares available
indefinitely for purchase at the applicable net asset value per share by the
Company and its Accounts on those days on which the Investment Company
calculates its net asset value pursuant to rules of the Securities and
Exchange Commission, and the Investment Company shall use reasonable efforts
to calculate such net asset value on each day which the New York Stock
Exchange is open for trading.  Notwithstanding the foregoing, the Board of
Directors of the Investment Company (hereinafter the "Board") may refuse to
sell shares of any Fund, or suspend or terminate the offering of shares of
any Fund if such action is required by law or by regulatory authorities
having jurisdiction or is, in the sole discretion of the Board acting in good
faith and in light of their fiduciary duties under federal and any applicable
state laws, necessary in the best interests of the shareholders of such Fund.



<PAGE> 3

      1.3   The Investment Company and the Underwriter agree that no shares
of any Fund will be sold to the general public.

      1.4   The Investment Company agrees to redeem for cash, on the
Company's request, any full or fractional shares of the Investment Company
held by the Company, executing such requests on a daily basis at the net
asset value next computed after receipt by the Investment Company or its
designee of the request for redemption. For purposes of this Section 1.4, the
Company shall be the designee of the Investment Company for receipt of
requests for redemption from each Account, and receipt by such designee shall
constitute receipt by the Investment Company; provided that the Investment
Company receives notice of such request for redemption by 8:00 a.m. Pacific
time on the next following Business Day.

      1.5   The Company agrees to purchase and redeem the shares of selected
Funds offered by the then-current prospectus of the Investment Company and in
accordance with the provisions of such prospectus.  The Company agrees that
all net amounts available under the variable life contracts with the form
numbers(s) which are listed on Schedule B attached hereto and incorporated
herein by this reference, as such Schedule B may be amended from time to time
hereafter by mutual written agreement of all the parties hereto (the
"Contracts"), may be invested in the Investment Company, in such other
investment companies advised by the Adviser as may be mutually agreed to in
writing by the parties hereto, in the Company's general account or in other
separate accounts of the Company managed by the Company or an affiliate,
provided that such amounts may also be invested in an investment company
other than the Investment Company if (a) such other investment company, or
series thereof, has investment objectives or policies that are substantially
different from the investment objectives and policies of all the Funds of the
Investment Company and (b) the Company gives the Investment Company and the
Underwriter 45 days written notice of its intention to make such other
investment company available as a funding vehicle for the Contracts and (c)
the Investment Company or Underwriter consents to the use of such other
investment company.

      1.6   The Company shall pay for Investment Company shares on the next
Business Day after an order to purchase Investment Company shares is made in
accordance with the provisions of Section 1.1 hereof.  Payment shall be in
federal funds transmitted by wire.

      1.7   Issuance and transfer of the Investment Company's shares will be
by book entry only. Stock certificates will not be issued to the Company or
any Account. Shares ordered from the Investment Company will be recorded in
an appropriate title for each Account.

      1.8   The Investment Company shall furnish same day notice (by wire,
facsimile transmission, or telephone, followed by written confirmation) to
the Company of any income dividends or capital gain distributions payable on
the Investment Company's shares.  The Company hereby elects to receive all
such income dividends and capital gain distributions as are payable on the
Fund shares in additional shares of that Fund. The Company reserves the right
to



<PAGE> 4

revoke this election and to receive all such income dividends and capital
gain distributions in cash.  Investment Company shall notify the Company of
the number of shares so issued as payment of such dividends and
distributions.

      1.9   The Investment Company shall make the net asset value per share
for each Fund available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated.


                  ARTICLE II.  Representations and Warranties
                               ------------------------------

      2.1   The Company represents and warrants that the Contracts are
registered under the 1933 Act or are exempt from registration thereunder;
that the Contracts will be issued and sold in compliance in all material
respects with all applicable Federal and State laws and that the sale of the
Contracts shall comply in all material respects with state insurance
suitability requirements. The Company further represents and warrants that it
is an insurance company duly organized and in good standing under applicable
law and that it has legally and validly established each Account prior to any
issuance or sale thereof as a segregated asset account under Section 376.309
of the Insurance Code of the State of Missouri and that each Account is or
will be registered as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as a segregated investment account for
the Contracts or is exempt from registration thereunder.

      2.2   The Investment Company represents and warrants that Investment
Company shares sold pursuant to this Agreement shall be registered under the
1933 Act, duly authorized for issuance and sold in compliance with the laws
of the States of Missouri and Washington and all applicable federal and state
securities laws and that the Investment Company is and shall remain
registered under the 1940 Act. The Investment Company shall amend the
Registration Statement for its shares under the 1933 and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares. The Investment Company shall register and qualify the shares for sale
in accordance with the laws of the various states only if and to the extent
deemed advisable by the Investment Company or the Underwriter.

      2.3   The Investment Company represents that it is currently qualified
as a Regulated Investment Company under Subchapter M of the Internal Revenue
Code of 1986, as amended, (the "Code") and that it will make every effort to
maintain such qualification (under Subchapter M or any successor or similar
provision) and that it will notify the Company immediately upon having a
reasonable basis for believing that it has ceased to so qualify or that it
might not so qualify in the future.

      2.4   The Company represents that the Contracts are currently treated
as endowment, annuity or life insurance contracts, under applicable
provisions of the Code and that it will make every effort to maintain such
treatment and that it will notify the Investment Company and the Underwriter
immediately upon having a reasonable basis for believing that the Contracts
have ceased to be so treated or that they might not be so treated in the
future.



<PAGE> 5

      2.5   The Investment Company currently does not intend to make any
payments to finance distribution expenses pursuant to Rule 12b-l under the
1940 Act or otherwise, although it may make such payments in the future.  To
the extent that it decides to finance distribution expenses pursuant to Rule
12b-l, the Investment Company undertakes to have a board of trustees, a
majority of whom are not interested persons of the Investment Company,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.

      2.6   The Investment Company makes no representation as to whether any
aspect of its operations (including, but not limited to, fees and expenses
and investment policies) complies with the insurance laws or regulations of
the various states.

      2.7   The Underwriter represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC.
The Underwriter further represents that it will sell and distribute the
Investment Company shares in accordance with any applicable state laws and
federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.

      2.8   The Investment Company represents that it is lawfully organized
and validly existing under the laws of the Commonwealth of Massachusetts and
that it does and will comply in all material respects with the 1940 Act.

      2.9   The Underwriter represents and warrants that it and the Adviser
each is lawfully formed and validly existing under the laws of the State of
Washington and that they each are registered under and do and will comply in
all material respects with all applicable federal and state securities laws
and that the Adviser shall perform its obligations for the Investment Company
in compliance in all material respects with any applicable state laws and
federal securities laws.

      2.10  The Investment Company and Underwriter represent and warrant that
all of their directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money or securities of the Investment
Company are and shall continue to be at all times covered by a blanket
fidelity bond or similar coverage for the benefit of the Investment Company
in an amount not less than the minimal coverage as required currently by Rule
17g-(1) of the 1940 Act or related provisions as may be promulgated from time
to time. The aforesaid Bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.

      2.11  The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other entities dealing with the
money or securities of the Investment Company are and shall continue to be at
all times covered by a blanket fidelity bond or similar coverage for the
benefit of the Investment Company in an amount not less than five million
dollars ($5 million). The aforesaid Bond shall include coverage for larceny
and embezzlement and shall be issued by a reputable bonding company.



<PAGE> 6

            ARTICLE III.  Prospectuses and Proxy Statements; Voting
                          -----------------------------------------

      3.1   The Underwriter shall provide the Company with as many printed
copies of the Investment Company's current prospectus and Statement of
Additional Information as the Company may reasonably request. If requested by
the Company in lieu thereof; the Investment Company shall provide
camera-ready film or computer diskettes containing the Investment Company's
prospectus and Statement of Additional Information and such other assistance
as is reasonably necessary in order for the Company once each year (or more
frequently if the prospectus and/or Statement of Additional Information for
the Investment Company is amended during the year) to have the prospectus for
the Contracts and the Investment Company's prospectus printed together in one
document, and to have the Statement of Additional Information for the
Investment Company and the Statement of Additional Information for the
Contracts printed together in one document.  Alternatively, the Company may
print the Investment Company's prospectus and/or its Statement of Additional
Information in combination with other fund companies' prospectuses approved
pursuant to Section 1.5 and statements of additional information.  Except as
provided in the following three sentences, all expenses of printing and
distributing Investment Company prospectuses and Statements of Additional
Information shall be the expense of the Company. For Prospectuses and
Statements of Additional Information provided by the Company to its existing
owners of Contracts in order to update disclosure as required by the 1933 Act
and/or the 1940 Act, the cost of printing shall be borne by the Investment
Company. If the Company chooses to receive camera-ready film or computer
diskettes in lieu of receiving printed copies of the Investment Company's
prospectus, the Investment Company will reimburse the Company in an amount
equal to the product of A and B where A is the number of such prospectuses
distributed to owners of the Contracts, and B is the Investment Company's per
unit cost of typesetting and printing the Investment Company's prospectus.
The same procedures shall be followed with respect to the Investment
Company's  Statement of Additional Information.

      The Company agrees to provide the Investment Company or its designee
with such information as may be reasonably requested by the Investment
Company to assure that the Investment Company's expenses do not include the
cost of printing any prospectuses or Statements of Additional Information
other than those actually distributed to existing owners of the Contracts.

      3.2   The Investment Company's prospectus shall state that the
Statement of Additional Information for the Investment Company is available
from the Underwriter or the Company (or in the Fund's discretion, the
Prospectus shall state that such Statement is available from the Investment
Company).

      3.3   The Investment Company, at its expense, shall provide the Company
with copies of its proxy statements, reports to shareholders, and other
required communications (except for prospectuses and Statements of Additional
Information, which are covered in Section 3.1) to shareholders in such
quantity as the Company shall reasonably require for distributing to Contract
owners.

      3.4   If and to the extent required by law the Company shall:

            (i)   solicit voting instructions from Contract owners;



<PAGE> 7

            (ii)  vote Investment Company shares in accordance with
                  instructions received from Contract owners: and

            (iii) vote Investment Company shares for which no instructions
                  have been received in the same proportion as Investment
                  Company shares of such Fund for which instructions have
                  been received,

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners.  The Company reserves the right to vote
Investment Company shares held in any segregated asset account in its own
right, to the extent permitted by law.

      3.5   The Investment Company will comply with all provisions of the
1940 Act requiring voting by shareholders, and in particular the Investment
Company will either provide for annual or special meetings or comply with the
requirements of Section 16(c) of the 1940 Act (although the Investment
Company is not one of the trusts described in Section 16(c) of that Act) as
well as with Sections 16(a) and, if and when applicable, 16(b). Further, the
Investment Company will act in accordance with the SEC's interpretation of
the requirements of Section 16(a) with respect to periodic elections of
directors and with whatever rules the SEC may promulgate with respect
thereto.


                  ARTICLE IV.  Sales Material and Information
                               ------------------------------

      4.1   The Company shall furnish, or shall cause to be furnished, to the
Investment Company or its designee, each piece of sales literature or other
promotional material, or component thereof, in which the Investment Company,
the Adviser, or the Underwriter is named, at least fifteen Business Days
prior to its use. No such material shall be used if the Investment Company or
its designee object to such use within fifteen Business Days after receipt of
such material.

      4.2   The Company shall not give any information or make any
representations or statements on behalf of the Investment Company or
concerning the Investment Company in connection with the sale of the
Contracts other than the information or representations contained in the
registration statement or prospectus for the Investment Company shares, as
such registration statement and prospectus may be amended or supplemented
from time to time, or in reports or proxy statements for the Investment
Company, or in sales literature or other promotional material approved by the
Investment Company or its designee or by the Underwriter, except with the
permission of the Investment Company or the Underwriter or the designee of
either.

      4.3   The Investment Company, the Underwriter, or their designees shall
furnish, or shall cause to be furnished, to the Company or its designee, each
piece of sales literature or other promotional material, or component
thereof, in which the Company or its separate Accounts are named at least
fifteen Business Days prior to its use.  No such material shall be used if
the Company or its designee objects to such use within fifteen Business Days
after receipt of such material.



<PAGE> 8

      4.4   The Investment Company and the Underwriter shall not give any
information or make any representations on behalf of the Company or
concerning the Company, each Account, or the Contracts other than the
information or representations contained in a registration statement,
prospectus or offering materials for the Contracts, as such may be amended or
supplemented from time to time, or in published reports for each Account
which are in the public domain or approved by the Company for distribution to
Contract owners, or in sales literature or other promotional material
approved by the Company or its designee, except with the permission of the
Company.

      4.5   The Investment Company will provide to the Company at least one
complete copy of all registration statements, prospectuses, Statements of
Additional Information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to the
Investment Company or its shares, contemporaneously with the filing of such
document with the Securities and Exchange Commission or other regulatory
authorities.

      4.6   The Company will provide to the Investment Company at least one
complete copy of all registration statements, prospectuses, Statements of
Additional Information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the above, that
relate to the Contracts or each Account, contemporaneously with the filing of
such document with the SEC or other regulatory authorities. In the case of
unregistered Contracts, in lieu of providing prospectuses and Statements of
Additional Information, the Company shall provide the Investment Company with
one complete copy of the offering materials for the Contracts.

      4.7   For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine,
or other periodical, radio, television, telephone or tape recording,
videotape display, signs or billboards, motion pictures, electronic media, or
other public media), sales literature (i.e., any written communication
distributed or made generally available to customers or the public, including
brochures, circulars, research reports, market letters, form letters, seminar
texts, reprints or excerpts of any other advertisement, sales literature, or
published article), educational or training materials or other communications
distributed or made generally available to some or all agents or employees,
and registration statements, prospectuses, Statements of Additional
Information, shareholder reports, and proxy materials.


                         ARTICLE V.  Fees and Expenses
                                     -----------------

      5.1   The Investment Company and the Underwriter shall pay no fee or
other compensation to the Company under this Agreement, except that if the
Investment Company or any Fund adopts and implements a plan pursuant to Rule
12b-l to finance distribution expenses, then the Underwriter may make
payments to the Company or to the underwriter for the Contracts



<PAGE> 9

if and in amounts agreed to by the Underwriter in writing and such payments
will be made out of existing fees otherwise payable to the Underwriter, past
profits of the Underwriter or other resources available to the Underwriter.
No such payments shall be made directly by the Investment Company.
Currently, no such payments are contemplated.

      5.2   All expenses incident to performance by the Investment Company
under this Agreement shall be paid by the Investment Company. The Investment
Company shall see to it that all its shares are registered and authorized for
issuance in accordance with applicable federal law and, if and to the extent
deemed advisable by the Investment Company, in accordance with applicable
state laws prior to their sale. The Investment Company shall bear the
expenses for the cost of registration and qualification of the Investment
Company's shares, preparation and filing of the Investment Company's
prospectus and registration statement, proxy materials and reports, setting
the prospectus in type, setting in type and printing the proxy materials and
reports to shareholders (including the costs of printing a prospectus that
constitutes an annual report), the preparation of all statements and notices
required by any federal or state law, all taxes on the issuance or transfer
of the Investment Company's shares.

      5.3   The Company shall bear the expenses of distributing the
Investment Company's prospectus, proxy materials, and reports to owners of
Contracts issued by the Company.


                         ARTICLE VI.  Diversification
                                      ---------------

      6.1   The Investment Company will at all times invest money from the
Contracts in such a manner as to ensure that the Contracts will be treated as
variable contracts under the Internal Revenue Code and the regulations issued
thereunder.  Without limiting the scope of the foregoing, the Investment
Company will at all times comply with Section 817(h) of the Code and Treasury
Regulation 1.817-5, relating to the diversification requirements for variable
annuity, endowment, or life insurance contracts and any amendments or other
modifications to such Section or Regulations.


                         ARTICLE VII.  Indemnification
                                       ---------------

      7.1.  Indemnification By The Company
            ------------------------------

      7.1(a).     The Company agrees to indemnify and hold harmless the
Investment Company and each member of the Board and officers and each person,
if any, who controls the Investment Company within the meaning of Section 15
of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this
Section 7.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Company) or litigation (including legal and other expenses), to which the
Indemnified Parties may become subject under any statute, regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Investment Company's shares or the Contracts and:



<PAGE> 10

                  (i)   arise out of or are based upon any untrue statements
      or alleged untrue statements of any material fact contained in any
      Registration Statement, prospectus or other offering materials for the
      Contracts or contained in the Contracts or sales literature for the
      Contracts (or any amendment or supplement to any of the foregoing), or
      arise out of or are based upon the omission or the alleged omission to
      state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, provided that
      this agreement to indemnify shall not apply as to any Indemnified Party
      if such statement or omission or such alleged statement or omission was
      made in reliance upon and in conformity with information furnished to
      the Company by or on behalf of the Investment Company for use in any
      Registration Statement or prospectus for the Contracts or in the
      Contracts or sales literature (or any amendment or supplement) or
      otherwise for use in connection with the sale of the Contracts or
      Investment Company's shares; or

                  (ii)  arise out of or as a result of statements or
      representations (other than statements or representations contained in
      the Registration Statement, prospectus or sales literature of the
      Investment Company not supplied by the Company, or persons under its
      control) or wrongful conduct of the Company or persons under its
      control, with respect to the sale or distribution of the Contracts or
      Investment Company shares; or

                  (iii) arise out of any untrue statement or alleged untrue
      statement of a material fact contained in a Registration Statement,
      prospectus, or sales literature of the Investment Company or any
      amendment thereof or supplement thereto or the omission or alleged
      omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading if such a
      statement or omission was made in reliance upon information furnished
      to the Investment Company by or on behalf of the Company; or

                  (iv)  arise as a result of any failure by the Company to
      provide the services and furnish the materials under the terms of this
      Agreement; or

                  (v)   arise out of a result from any material breach of any
      representation or warranty made by the Company in this Agreement or
      arise out of or result from any other material breach of this Agreement
      by the Company, as limited by and in accordance with the provisions of
      Sections 7.1(b) and 7.1(c) hereof.

      7.1(b).     The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation incurred or assessed against an Indemnified Party as such may
arise from such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason
of such Indemnified Party's reckless disregard of obligations or duties under
this Agreement or to the Investment Company, whichever is applicable.

      7.1(c).     The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal



<PAGE> 11

process giving information of the nature of the claim shall have been served
upon such Indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent), but failure to
notify the Company of any such claim shall not relieve the Company from any
liability which it may have to the Indemnified Party against whom such action
is brought otherwise than on account of this indemnification provision.  In
case any such action is brought against the Indemnified Parties, the Company
shall be entitled to participate, at its own expense, in the defense of such
action. The Company also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the action. After notice from
the Company to such party of the Company's election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Company will not be liable to such
party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation.

      7.1(d).     The Indemnified Parties will promptly notify the Company of
the commencement of any litigation or proceedings against them in connection
with the issuance or sale of the Investment Company shares or the Contracts
or the operation of the Investment Company.

      7.2   Indemnification by the Underwriter
            ----------------------------------

      7.2(a).     The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 7.2)
against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Underwriter or litigation
(including legal and other expenses) to which the Indemnified Parties may
become subject under any statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale or acquisition of the
Investment Company's shares or the Contracts and:

                  (i)   arise out of or are based upon any untrue statement
      or alleged untrue statement of any material fact contained in the
      Registration Statement or prospectus or sales literature of the
      Investment Company (or any amendment or supplement to any of the
      foregoing), or arise out of or are based upon the omission or the
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading,
      provided that this agreement to indemnify shall not apply as to any
      Indemnified Party if such statement or omission or such alleged
      statement or omission was made in reliance upon and in conformity with
      information furnished to the Underwriter or Investment Company by or on
      behalf of the Company for use in the Registration Statement or
      prospectus for the Investment Company or in the sales literature (or
      any amendment or supplement) or otherwise for use in connection with
      the sale of the Contracts or Investment Company shares; or

                  (ii)  arise out of or as a result of statements or
      representations (other than statements or representations contained in
      any Registration Statement, prospectus, other offering materials or
      sales literature for the Contracts not supplied by the Underwriter or



<PAGE> 12

      persons under its control) or wrongful conduct of the Investment
      Company, Adviser, or Underwriter or persons under their control, with
      respect to the sale or distribution of the Contracts or Investment
      Company shares; or

                  (iii) arise out of any untrue statement or alleged untrue
      statement of a material fact contained in any Registration Statement,
      prospectus, other offering materials or sales literature covering the
      Contracts, or any amendment thereof or supplement thereto, or the
      omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statement or statements
      therein not misleading, if such statement or omission was made in
      reliance upon information furnished to the Company by or on behalf of
      the Investment Company; or

                  (iv)  arise as a result of any failure by the Investment
      Company to provide the services and furnish the materials under the
      terms of this Agreement (including a failure, whether unintentional or
      in good faith or otherwise, to comply with the diversification
      requirements specified in Article VI of this Agreement); or

                  (v)   arise out of or result from any material breach of
      any representation or warranty made by the Underwriter in this
      Agreement or arise out of or result from any other material breach of
      this Agreement by the Underwriter; as limited by and in accordance with
      the provisions of Sections 7.2(b) and 7.2(c) hereof.

      7.2(b).     The Underwriter shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance, bad faith,
or gross negligence in the performance of such indemnified Party's duties or
by reason of such Indemnified Party's reckless disregard of obligations and
duties under this Agreement or to the Company or each Account, whichever is
applicable.

      7.2(c).     The Underwriter shall not be liable under this
indemnification provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified the
Underwriter in writing within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have
been served upon such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated agent), but
failure to notify the Underwriter of any such claim shall not relieve the
Underwriter from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Underwriter will be entitled to participate, at its
own expense, in the defense thereof.  The Underwriter also shall be entitled
to assume the defense thereof, with counsel satisfactory to the party named
in the action. After notice from the Underwriter to such party of the
Underwriter's election to assume the defense thereof, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently
in connection with the defense thereof other than reasonable costs of
investigation.



<PAGE> 13

      7.2(d).     The Company agrees promptly to notify the Underwriter of
the commencement of any litigation or proceedings against it or any of its
officers or directors in connection with the issuance or sale of the
Contracts or the operation of any Account.

      7.3   Indemnification By the Investment Company
            -----------------------------------------

      7.3(a).     The Investment Company agrees to indemnify and hold
harmless the Company, and each of its directors and officers and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act (collectively, the "Indemnified Parties" for purposes of this Section
7.3) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Investment Company
or litigation (including legal and other expenses) to which the Indemnified
Parties may become subject under any statute, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) or settlements result from the gross negligence, bad
faith or willful misconduct of the Board or any member thereof, are related
to the operations of the Investment Company and:

                  (i)   arise as a result of any failure by the Investment
      Company to provide the services and furnish the materials under the
      terms of this Agreement (including a failure to comply with the
      diversification requirements specified in Article VI of this
      Agreement); or

                  (ii)  arise out of or result from any material breach of
      any representation or warranty made by the Investment Company in this
      Agreement or arise out of or result from any other material breach of
      this Agreement by the Investment Company, as limited by and in
      accordance with the provisions of Sections 7.3(b) and 7.3(c) hereof.

      7.3(b).     The Investment Company shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation incurred or assessed against an Indemnified Party
as such may arise from such Indemnified Party's willful misfeasance, bad
faith, or gross negligence in the performance of such Indemnified Party's
duties or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement or to the Company, the Investment
Company, the Underwriter or any Account, whichever is applicable.

      7.3(c).     The Investment Company shall not be liable under this
indemnification provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified the
Investment Company in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the claim shall
have been served upon such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated agent), but
failure to notify the Investment Company of any such claim shall not relieve
the Investment Company from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Investment Company will be entitled to
participate, at its own expense, in the defense thereof.



<PAGE> 14

The Investment Company also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the action.  After notice
from the Investment Company to such party of the Investment Company's
election to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the
Investment Company will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently
in connection with the defense thereof other than reasonable costs of
investigation.

      7.3(d).     The Company and the Underwriter agree promptly to notify
the Investment Company of the commencement of any litigation or proceedings
against it or any of its respective officers or directors in connection with
this Agreement, the issuance or sale of the Contracts, with respect to the
operation of any Account, or the sale or acquisition of shares of the
Investment Company.


                         ARTICLE VIII.  Applicable Law
                                        --------------

      8.1.  This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Missouri.

      8.2. To the extent they are applicable, this Agreement shall be subject
to the provisions of the 1933, 1934 and 1940 acts, and the rules and
regulations and rulings thereunder, including such exemptions from those
statutes, rules and regulations as the Securities and Exchange Commission may
grant and the terms hereof shall be interpreted and construed in accordance
therewith.


                     ARTICLE IX.  Termination of Agreement
                                  ------------------------

      9.1   This Agreement shall continue in full force and effect until the
first to occur of

            (a)   termination by any party for any reason by sixty (60) days
      advance written notice delivered to the other parties; or

            (b)   termination by the Company by written notice to the
      Investment Company and the Underwriter with respect to any Fund based
      upon the Company's determination that shares of such Fund are not
      reasonably available to meet the requirements of the Contracts; or

            (c)   termination by the Company by written notice to the
      Investment Company and the Underwriter with respect to any Fund in the
      event any of the Fund's shares are not registered, issued, or sold
      materially in accordance with applicable state or federal law or such
      law precludes the use of such shares as the underlying investment media
      of the Contracts issued or to be issued by the Company; or



<PAGE> 15

            (d)   termination by the Company by written notice to the
      Investment Company and the Underwriter with respect to any Fund in the
      event that such Fund ceases to qualify as a Regulated Investment
      Company under Subchapter M of the Code or under any successor or
      similar provision, or if the Company reasonably believes that the
      Investment Company may fail to so qualify; or

            (e)   termination by the Company by written notice to the
      Investment Company and the Underwriter with respect to any Fund in the
      event that such Fund fails to meet the diversification requirements
      specified in Article VI hereof; or

            (f)   termination by either the Investment Company or the
      Underwriter by written notice to the Company, if either one or both of
      the Investment Company or the Underwriter respectively, shall
      determine, in their sole judgment exercised in good faith, that the
      Company or its affiliated companies has suffered a material adverse
      change in its business, operations, financial condition, or prospects
      since the date of this Agreement or is the subject of material adverse
      publicity; or

            (g)   termination by the Company by written notice to the
      Investment Company and the Underwriter, if the Company shall determine,
      in its sole judgment exercised in good faith, that either the
      Investment Company or the Underwriter has suffered a material adverse
      change in its business, operations, financial condition, or prospects
      since the date of this Agreement or is the subject of material adverse
      publicity; or

            (h)   termination by the Investment Company or the Underwriter by
      written notice to the Company if the Company gives the Investment
      Company and the Underwriter the written notice specified in Section 1.5
      hereof and at the time such notice was given there was no notice of
      termination outstanding under any other provision of this Agreement;
      provided, however, any termination under this Section 9.1(b) shall be
      effective forty-five (45) days after the notice specified in Section
      1.5 was given.

      9.2   Notwithstanding any termination of this Agreement, the Investment
Company and the Underwriter shall at the option of the Company, continue to
make available additional shares of the Investment Company pursuant to the
terms and conditions of this Agreement, for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter referred to as
"Existing Contracts").  Specifically, without limitation, the owners of the
Existing Contracts shall be permitted to reallocate investment in the
Investment Company, redeem investments in the Investment Company, or invest
in the Investment Company upon the making of additional purchase payments
under the Existing Contracts.

      9.3   The Company shall not redeem Investment Company shares
attributable to the Contracts (as opposed to Investment Company shares
attributable to the Company's assets held in any of the Accounts) except (i)
as necessary to implement Contract Owner initiated transactions, or (ii) as
required by state or federal laws or regulations or judicial or other legal
precedent of general application (hereinafter referred to as a "Legally
Required Redemption"). Upon request, the Company will promptly furnish to the
Investment Company and the Underwriter the opinion of counsel for the Company
(which counsel shall be reasonably



<PAGE> 16

satisfactory to the Investment Company and the Underwriter) to the effect
that any redemption pursuant to clause (ii) above is a Legally Required
Redemption. Furthermore, except in cases where permitted under the terms of
the Contracts, the Company shall not prevent Contract Owners from allocating
payments to a Fund that was otherwise available under the Contracts without
first giving the Investment Company or the Underwriter ninety (90) days
notice of its intention to do so.


                              ARTICLE X.  Notices
                                          -------

      Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify in
writing to the other party.

      If to the Investment Company:
            909 A Street
            Tacoma, Washington 98402
            Attention:  Karl J. Ege, Esq.

      If to the Company:
            13045 Tesson Ferry Road
            St. Louis, Missouri 63128
            Attention:  Barbara Synder

      If to the Underwriter:
            909 A Street
            Tacoma, Washington 98402
            Attention:  Karl J. Ege, Esq.


                          ARTICLE XI.  Miscellaneous
                                       -------------

      11.1. All persons dealing with the Investment Company must look solely
to the property of the Investment Company for the enforcement of any claims
against the Investment Company as neither the Board, officers, agents or
shareholders assume any personal liability for obligations entered into on
behalf of the Investment Company.

      11.2. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and
addresses of the owners of the Contracts and all information reasonably
identified as confidential in writing by any other party hereto and, except
as permitted by this Agreement, shall not disclose, disseminate or utilize
such names and addresses and other confidential information until such time
as it may come into the public domain without the express written consent of
the affected party.

      11.3. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.



<PAGE> 17

      11.4  This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

      11.5. If any provisions of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.

      11.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC,
the NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby. Notwithstanding the generality of the foregoing, each
party hereto further agrees to furnish the California Insurance Commissioner
with any information or reports in connection with services provided under
this Agreement which such Commissioner may request in order to ascertain
whether the variable life insurance operations of the Company are being
conducted in a manner consistent with the California Variable Life Insurance
Regulations and any other applicable law or regulations.

      11.7  The Investment Company and Underwriter agree that to the extent
any advisory or other fees received by the Investment Company, the
Underwriter, or the Adviser are determined to be unlawful in legal or
administrative proceedings under the 1973 NAIC model variable life insurance
regulation in the states of California, Colorado, Maryland, or Michigan, the
Underwriter shall indemnify and reimburse the Company for any out of pocket
expenses and actual damages the Company has incurred as a result of any such
proceeding; provided however that the provisions of Section 7.2(b) and 7.2(c)
shall apply to such indemnification and reimbursement obligation. Such
indemnification and reimbursement obligation shall be in addition to any
other indemnification and reimbursement obligations of the Investment Company
or the Underwriter under this Agreement.

      11.8  The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.

      11.9   This Agreement or any of the rights and obligations hereunder
may not be assigned  by any party without the prior written consent of all
parties hereto; provided, however, that the Underwriter may assign this
Agreement or any rights or obligations hereunder to any affiliate of or
company under common control with the Underwriter, if such assignee is duly
licensed and registered to perform the obligations of the Underwriter under
this Agreement.

      11.10 The Company shall furnish, or shall cause to be furnished, to the
Investment Company or its designee copies of the following reports:

      (a)   the Company's annual statement prepared under statutory
accounting principles, as soon as practical and in any event within 90 days
after the end of each fiscal year;



<PAGE> 18

      (b)   the Company's quarterly statement (statutory), as soon as
practical and in any event within 45 days after the end of each quarterly
period; and

      (c)   any financial statement, proxy statement, notice or report of the
Company sent to stockholders or policyholders, as soon as practical after the
delivery thereof; and

      11.11 The Master Trust Agreement dated 11 July 1996, as amended from
time to time, establishing the Investment Company, which is hereby referred
to and a copy of which is on file with the Secretary of The Commonwealth of
Massachusetts provides that the name Russell Insurance Funds, means the
Trustees from time to time serving (as Trustees but not personally) under
said Master Trust Agreement.  It is expressly acknowledged and agreed that
the obligations of the Investment Company hereunder shall not be binding upon
any of the shareholders, Trustees, officers, employees or agents of the
Investment Company, personally, but shall bind only the trust property of the
Investment Company, as provided in its Master Trust Agreement.  The execution
and delivery of this Agreement have been authorized by the Trustees of the
Investment Company and signed by the President of the Investment Company,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of the personally,
but shall bind only the trust property of the Investment Company as provided
in its Master Trust Agreement.

      IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed in its name and on behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.

                                    GENERAL AMERICAN LIFE
                                    INSURANCE COMPANY

ATTEST:  ---------------------      BY  -----------------------------
Assistant Secretary                 Exec. Vice President - Individual
                                    DATE:

                                    RUSSELL INSURANCE FUNDS

ATTEST: ---------------------       BY  -----------------------------
Asst. Secretary                     President
                                    DATE:   10/1/96

                                    RUSSELL FUND
                                    DISTRIBUTORS, INC.

ATTEST: ---------------------       BY  -----------------------------
Asst. Secretary                     President
                                    DATE:   10/1/96





<PAGE> 19

                                  Schedule A
                                  ----------

                                   Accounts
                                   --------


Name of Account         Date of Resolution of Company's
                              Board which Established the
                              Account


General American          January 24, 1985

Separate Account Eleven





<PAGE> 20

                                  Schedule B
                                  ----------

                                   Contracts
                                   ---------


1.    Contract Form Numbers:


  FRC-VUL 100003 (10/95)






2.    Funds currently available to act as investment vehicles for certain of
      the above-listed contracts:


      General Account of General American Life Insurance Company
      Money Market Fund of General American Capital Company
      Russell Insurance Funds:            Multi-Style Equity Fund
                                          Aggressive Equity Fund
                                          Non-U.S. Fund
                                          Core Bond Fund



<PAGE> 1

                                   GENERAL
                                   AMERICAN


                                  APPLICATION
                                      FOR
                                      LIFE
                                   INSURANCE



                    GENERAL AMERICAN LIFE INSURANCE COMPANY
                              ST. LOUIS, MISSOURI




               1067724   This Form Can Only Be Used In Missouri.
               (6/97)
<PAGE> 2

- -------------------------------------------------------------------------------
NOTICE OF INFORMATION PRACTICES
- -------------------------------------------------------------------------------

TO THE APPLICANT AND PROPOSED INSURED
Thank you for applying for insurance with General American Life Insurance
Company. Some personal information was furnished by you in the application and
we may obtain information from other sources. We may call you from our Home
Office in St. Louis to confirm or add to this information. The questions asked
during the phone interview will be detailed, so you may wish to have records
about your income and health history at hand.

We need such information to see if you qualify for the insurance. This
application contains an Authorization which will allow us to obtain this
information and share it with others in some instances. All information will
be treated as confidential by us and our reinsurers. However, in some cases,
information may have to be disclosed to others, such as your doctor or an
insurance regulator, without your prior consent. We, or our reinsurers may
also release information to other life insurance companies to whom you apply
for life or health insurance or to whom a claim is submitted.

We may request an investigative consumer report from a consumer reporting
agency. This report will contain information about your character, general
reputation, personal characteristics, mode of living and health. The
information may be obtained through interviews with you, your neighbors,
friends and others who know you. On request we will disclose to you whether
or not such a report was done, and the nature and scope of the investigation.
You have the right to review and to correct this information. You or your
authorized representative have the right to obtain copies of any investigative
consumer report which is done. We will provide you the name and address of
the consumer reporting agency so that you may request a copy of the report.

MEDICAL INFORMATION BUREAU (MIB, INC.) NOTICE
We or our reinsurers may make a brief report to the MIB, Inc. when you apply
or submit a claim for life insurance. MIB, Inc. is a nonprofit organization of
life insurance companies. It operates an information exchange on behalf of
its members. MIB, Inc. will provide a member company information from its
file when: (1) you apply or submit a claim to that company for life insurance;
and (2) that company has your signed authorization.

MIB, Inc. will give you information from your file on receipt of a request
from you. Under the provisions of the Fair Credit Reporting Act, you may
question the accuracy of information in the file and seek a correction by
contacting the MIB, Inc. The address of MIB, Inc. is: MIB, Inc., PO Box 105,
Essex Station, Boston, Massachusetts 02112, Telephone: (617) 426-3660.

If you want to know more about our practices and your rights, further
information can be obtained from General American Life Insurance Company,
Individual Operations, New Business Administration, 13045 Tesson Ferry Road,
St. Louis, Missouri 63128.

               THIS PAGE MUST BE LEFT WITH THE PROPOSED INSURED.





1067724
(6/97)

<PAGE> 3

                        APPLICATION FOR LIFE INSURANCE
                                   General
                                   American
                            Life Insurance Company
                              St. Louis, Missouri
- --------------------------------------------------------------------------------
1. PROPOSED INSURED
- --------------------------------------------------------------------------------
Name (Last, First, Middle)                             Gender
- --------------------------------------------------------------------------------
                                                       / /  Male
                                                       / /  Female
- --------------------------------------------------------------------------------
Social Security #  Date of Birth (MM/DD/YY)  Age (Nearest Birthday)  Birthplace
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Home Address (Street, City, State, Zip)                     Home Phone
- --------------------------------------------------------------------------------
                                                            (    )


- --------------------------------------------------------------------------------
Name and Address of Employer             Years Employed     Work Phone
- --------------------------------------------------------------------------------
                                                            (    )


- --------------------------------------------------------------------------------
Occupation         Annual Earned Income From Occupation     Net Worth
- --------------------------------------------------------------------------------
                   $                                        $
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. BENEFICIARY   PROVIDE FULL NAME & RELATIONSHIP OF EACH TO PROPOSED INSURED.
- --------------------------------------------------------------------------------
Primary                                  Contingent
- --------------------------------------   ---------------------------------------









- --------------------------------------   ---------------------------------------
- --------------------------------------------------------------------------------
3. OWNER
- --------------------------------------------------------------------------------
   / / Proposed Insured (Do not designate a Contingent Owner.)
   / / Other (Provide Full Name, Address, Date of Birth & Relationship of each
             to Proposed Insured.)
Original                                 Contingent
- --------------------------------------   ---------------------------------------




                                             The policy provides that if the
                                         Original Owner predeceases the Insured,
                                          ownership will vest in the estate of
                                         the deceased Owner unless a Contingent
                                                   Owner is designated.
- --------------------------------------   ---------------------------------------
                                                             -------------------
Social Security or Tax # of Original Owner (REQUIRED BY LAW)
                                                             -------------------
- --------------------------------------------------------------------------------
4. PREMIUM PAYOR
- --------------------------------------------------------------------------------
   / / Proposed Insured      / / Owner      / / Employer
   / / Other: (Provide Full Name and Billing Address.)
- --------------------------------------------------------------------------------

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

1067724
(6/97)                                                                   010488

<PAGE> 4
- --------------------------------------------------------------------------------
5. COVERAGE APPLIED FOR            INCLUDE SIGNED AND DATED ILLUSTRATION.
- --------------------------------------------------------------------------------
        --------------------                                --------------------
   PLAN                                    BASE FACE AMOUNT $
        --------------------                                --------------------

   Contract Type (UL and VUL):    Option:    / / A   / / B   / / C

                              BENEFITS AND RIDERS
- --------------------------------------------------------------------------------

                  TRADITIONAL
                  -----------

   / /  Waiver of Premium
   / /  Non Convertible Waiver of
        Premium
   / /  Accidental Death    $_______________
   / /  Accelerated Benefits
        (Complete Disclosure.)
   / /  Dec. Spec Term II   $_______________
   / /  Lev. Spec Term II   $_______________
   / /  PAR (Face Amt.)     $_______________
   / /  Values +1 Units     #_______________
   / /  APO  $_______________      Yr_______
   / /  GPO  $_______________
   / /  EGPR
   / /  Children's Ins. Units # ____________
        (Complete Children's Ins. App.)
   / /  Survivor Insurability
        $___________________________________
         (Complete App. on Designated Life.)
   / /  GSPO
        $_______________ on ________________
        $_______________ on ________________
         (Complete App. for each life.)
   / /  Other _____________ $ ______________
   / /  Other _____________ $ ______________
   / /  Other _____________ $ ______________
- --------------------------------------------------------------------------------

                          UL
                          --

   / /  Waiver of Monthly Deduction
   / /  Waiver of Specified Premium
        $__________ (Monthly Premium)
   / /  Accidental Death $_________________________
   / /  Accelerated Benefits
        (Complete Disclosure.)
   / /  Add'l Insured Family Term
        $__________________________________________
        Relationship to Proposed
        Insured____________________________________
        (Complete App. on Additional Insured.)
   / /  APW
   / /  GIO  $_____________________________________
   / /  Children's Ins. Units # ________________
        (Complete Children's Ins. App.)
   / /  IBO  ___________ %   or    / / CPI
   / /  SC  $___________ / / Var  / / Lev
   / /  GSPO
        $___________________ on ___________________
        $___________________ on ___________________
         (Complete App. for each life.)
   / /  ABO $_________________ or %________________
        Option #_____________________
   / /  JSC $_________________     / / Var  / / Lev
   / /  Flex 1 $_________________ Initial Face Amt.
        / / Inc.  / / Dec.  / / Lev. $_____________
        (If Beneficiary different, provide in #14.)
   / /  EGIR (Confidence Plus)
   / /  Other _________________ $ _________________
- --------------------------------------------------------------------------------

                          VUL
                          ---

   / /  Waiver of Monthly Deduction
   / /  Waiver of Specified Premium
        $__________ (Monthly Premium)
   / /  Accidental Death $_________________________
   / /  Add'l Insured Family Term
        $__________________________________________
        Relationship to Proposed
        Insured____________________________________
        (Complete App. on Additional Insured.)
   / /  GIO  $_____________________________________
   / /  Children's Ins. Units # ________________
        (Complete Children's Ins. App.)
   / /  GSPO
        $___________________ on ___________________
        $___________________ on ___________________
         (Complete App. for each life.)
   / /  SCTR $_____________________________________
   / /  IBR  ___________ %   or    / / CPI
        (VUL 100)
   / /  IBO  ___________ %   or    / / CPI
        (Select Plus)
   / /  Other _________________ $ _________________

   COMPLETE #7 AND #8 FOR FUND ALLOCATION AND
   SUITABILITY INFORMATION.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
6. PREMIUMS AND DIVIDENDS
- --------------------------------------------------------------------------------
   Billing
- ------------------------------------------------------------------
     / /  Pre-Authorized Check Monthly
     / /  Direct      / /  Combined Direct (Traditional)
     / /  List        / /  Payroll Deduction
     / /  Single Premium (UL and VUL)
- ------------------------------------------------------------------
   Mode
- ------------------------------------------------------------------
     / /  Annual
     / /  Semi-Annual
     / /  Quarterly
     / /  Monthly (Direct Monthly Available on Trad. Only.)
- ------------------------------------------------------------------
                            ------------                            -----------
     Add to existing Bill #               Premium Amt. (UL and VUL) $
                            ------------                            -----------

   Dividend Option (if eligible)
- ------------------------------------------------------------------
     / /  Pd. Up Addns. (Trad.)      / /  Cash
     / /  Reduce Prem. (Trad.)       / /  Accum. (Trad.)
     / /  Inc. Cash Value (UL and VUL)
- ------------------------------------------------------------------

   Automatic Premium Payment
- ------------------------------------------------------------------
                            (Traditional)
     / /  Div. Accum.                / /  Loan
     / /  Both                       / /  Neither
- ------------------------------------------------------------------

   Loan Interest Rate
- ------------------------------------------------------------------
                            (Traditional)
     / /  Indexed (Automatic)
     / /  8% Variable (WL-98)
- ------------------------------------------------------------------

1067724
(6/97)                                                                  010488

<PAGE> 5

- --------------------------------------------------------------------------------
7. VUL FUND ALLOCATION
- --------------------------------------------------------------------------------
Net Premium Allocation: (0 OR MINIMUM OF 5%. PERCENTAGES MUST BE IN WHOLE
                        NUMBERS AND TOTAL 100%.)
- --------------------------------------------------------------------------------
  GENERAL AMERICAN CAPITAL COMPANY:
    Money Market Fund                               %
                                --------------------
    S & P 500 Index Fund                            %
                                --------------------
    Bond Index Fund                                 %
                                --------------------
    Managed Equity Fund                             %
                                --------------------
    Asset Allocation Fund                           %
                                --------------------
    International Index Fund                        %
                                --------------------
    Mid-Cap Equity Fund                             %
                                --------------------
    Small-Cap Equity Fund                           %
                                --------------------
  VAN ECK WORLDWIDE INSURANCE TRUST:

    Worldwide Hard Assets Fund                      %
                                --------------------
  OTHER FUNDS:

                                                    %
    ------------------------    --------------------
                                                    %
    ------------------------    --------------------
    General Account                                 %
                                --------------------
  FIDELITY'S VIP & VIP II FUNDS:

    Equity-Income Portfolio                         %
                                --------------------
    Growth Portfolio                                %
                                --------------------
    Overseas Portfolio                              %
                                --------------------
    High Income Portfolio                           %
                                --------------------
    Asset Manager Portfolio                         %
                                --------------------

  The following funds are only available for
  Select Plus and Russell VUL:

  RUSSELL INSURANCE FUNDS, INC.:

    Multi-Style Equity Fund                         %
                                --------------------
    Aggressive Equity Fund                          %
                                --------------------
    Non-U.S. Fund                                   %
                                --------------------
    Core Bond Fund                                  %
                                --------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
8. VUL SUITABILITY
- --------------------------------------------------------------------------------
                                                                    YES      NO
   Have you received a prospectus for the policy applied for?       / /     / /
                      ----------                         ----------
   Date of prospectus             Date of any supplement
                      ----------                         ----------
   Is a current Customer Information Statement for this owner on
   file with Walnut Street Securities? (If "No", one must be
   submitted with this application.)                                / /     / /

   Do you understand that:

     1. THE DEATH BENEFIT AND CASH SURRENDER VALUE WILL INCREASE
        OR DECREASE DEPENDING ON INVESTMENT EXPERIENCE?             / /     / /

     2. THERE IS NO GUARANTEED MINIMUM DEATH BENEFIT OR CASH
        SURRENDER VALUE?                                            / /     / /

   Do you believe that the policy applied for meets your
   insurance needs and your anticipated financial objectives?       / /     / /

   I REQUEST A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR THE FOLLOWING
   INVESTMENT COMPANY(IES):
  ------------------------------------------------------------------------------

  ------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
9. / / ADDITIONAL / / ALTERNATE  INCLUDE SIGNED AND DATED ILLUSTRATION FOR EACH.
- --------------------------------------------------------------------------------
   Provide details including plan, amount and riders. If Beneficiary and Owner
   other than original, indicate below.
  ------------------------------------------------------------------------------




  ------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10. HOME OFFICE ENDORSEMENTS ONLY    NOT APPLICABLE IN MISSOURI.
- --------------------------------------------------------------------------------
  ------------------------------------------------------------------------------




  ------------------------------------------------------------------------------
1067724
(6/97)                                                                   010488

<PAGE> 6

- --------------------------------------------------------------------------------
11. OTHER INSURANCE
- --------------------------------------------------------------------------------
    a. Total Life Insurance now in force on Proposed Insured.
       If "NONE", check  / /
<TABLE>
<CAPTION>
                                  Year of     Personal      Business      Accidental     Waiver of Prem.
       Company and Policy #        Issue      Ins. Amt.     Ins. Amt.     Death Amt.       Yes     No
- --------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>          <C>           <C>              <C>     <C>

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

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

- --------------------------------------------------------------------------------------------------------
</TABLE>
    If additional space is needed, provide information in "Details" below.

                                                                    YES      NO
    b. Are you currently applying for life insurance with any
       other company?                                               / /     / /
       (If "Yes", provide information in "Details" below.)
    c. Will the insurance being applied for replace any of the
       above or any in force annuities?                             / /     / /
    d. Will the insurance being applied for receive any values
       (to pay premiums or additional payments) from another
       policy/contract?                                             / /     / /
    If either "c" or "d" is answered "Yes", circle affected coverage above or
    indicate in "Details" below.
    Policy/contract number MUST be provided. (Complete and submit required
    replacement forms.)
- --------------------------------------------------------------------------------
12. GENERAL INFORMATION
- --------------------------------------------------------------------------------
    Have you: (Provide explanation of "Yes" answers in
    "Details" below.)                                               YES      NO

    a. Ever been postponed, rated or offered a policy different
       than that applied for?                                       / /     / /

    b. Any intention to travel or reside outside the United
       States?                                                      / /     / /

    c. Been a pilot or student pilot during the past 3 years
       or have any intention of becoming a pilot or student
       pilot in any type of aircraft? (If "Yes", complete
       Aviation Supplement.)                                        / /     / /

    d. Participated in, or do you contemplate participating in:
       aeronautics, competitive racing, underwater or sky
       diving, mountain climbing, or any other similar avocation?
       (If "Yes", complete Avocation Supplement.)                   / /     / /

    e. Ever had a traffic citation for driving while intoxicated
       or driving under the influence of intoxicants or drugs?      / /     / /

    f. Within the past three years, had any moving vehicle
       violation?                                                   / /     / /

                                 --------------------------------        ------
    Provide Driver's License #                                     State
                                 --------------------------------        ------

- -------------------------------------------------------------------------------
13. DETAILS TO "YES" ANSWERS ABOVE
- -------------------------------------------------------------------------------

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



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

- -------------------------------------------------------------------------------
14. ADDITIONAL INSTRUCTIONS
- -------------------------------------------------------------------------------

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


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

1067724
(6/97)                                                                   010488

<PAGE> 7

- -------------------------------------------------------------------------------
DECLARATIONS AND AUTHORIZATION
- -------------------------------------------------------------------------------

I agree that:

- -  The statements and answers in this application and any amendments to it, in
   any supplements, are true and complete to the best of my knowledge and belief
   and will be part of any policy issued.

- -  No printed provision of this application will be modified or waived except
   by an endorsement signed by an officer at the Home Office. No agent has the
   authority to waive or change the answer to any question in this application
   or has the authority to make a promise which would have the effect of
   changing any portion of this application or the policy applied for, or
   waiving any of its provisions.

- -  My acceptance of any insurance policy means I agree to any changes shown in
   #10, where state law permits Home Office endorsements.

- -  If a premium payment is given in exchange for a Temporary Insurance
   Agreement (TIA), the Company will be liable only as set forth in that
   Agreement.

- -  If a premium payment is not given, then insurance will take effect when a
   policy is approved by the Company for issue as applied for, the first full
   premium is paid, and the health and insurability of any person proposed for
   insurance have not changed since the date of this application.

- -  If a policy is issued other than as applied for, insurance will take effect
   under the policy only when a policy issued by the Company is delivered to
   and accepted by me, the first full premium is paid, and the health and
   insurability of any person proposed for insurance have not changed since
   the date of this application.

The Applicant and agent certify that the Applicant has read, or had read to
him or her the completed application and that he or she realizes that any false
statement or misrepresentation therein may result in loss of coverage under
the policy.

CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION
NUMBER (OR, IF NO NUMBER IS SHOWN, I AM WAITING FOR A NUMBER TO BE ISSUED
TO ME); AND
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE I HAVE NOT BEEN
NOTIFIED BY THE INTERNAL REVENUE SERVICE (IRS) THAT I AM SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR
THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING.

**PLEASE NOTE: YOU MUST CROSS OUT AND INITIAL #(2) ABOVE IF YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING
BECAUSE OF UNDER-REPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN.**


1067724
(6/97)                                                                 010488

<PAGE> 8

- -------------------------------------------------------------------------------
DECLARATIONS AND AUTHORIZATION (CONT.)
- -------------------------------------------------------------------------------

I authorize any physician, medical practitioner, hospital, clinic, other
medical or medically related facility, insurance company, the Medical
Information Bureau, consumer reporting agency or employer to release to
General American Life Insurance Company, its subsidiaries, its reinsurers or
its legal representatives any information they may have relative to diagnosis,
treatment and prognosis of any physical or mental condition including drug
and/or alcohol abuse and/or any other information about me. I understand that
any information obtained will be used to determine eligibility for insurance
and will not be released to any person or organization except reinsurers, the
Medical Information Bureau, other persons or organizations performing business
or legal services in connection with my application, and other insurance
companies to whom I have applied or to whom a claim has been made, or as may
be otherwise lawfully required, or as I may further authorize. I know that I
may request a copy of this Authorization. I also acknowledge receipt of the
Notice of Information Practices. I understand that if an investigative
consumer report is ordered in connection with this application, I may be
interviewed in connection with the preparation of the report and, upon request,
I will be provided with a copy of the report. A photographic copy of this
Authorization will be as valid as the original. This Authorization will be
valid for 30 months from the date shown below.

/ /  By checking this box, I authorize the Company to make changes (i.e.,
     Beneficiary, Owner, address, transfer of funds, re-allocation of net
     premiums) to my policy based upon instructions received from any person
     who can furnish proper identification. Neither the Company nor any
     person acting on its behalf will be subject to any claim, loss or
     liability for acting in good faith upon instructions received.

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.

         ----------------------------------------              ----------------
Signed at                                                 Date
         ----------------------------------------              ----------------
                      (City, State)                                (MM/DD/YY)


- -------------------------------------------------------------------------------
I certify that I have truly and accurately recorded on all parts of this
application the information supplied by the Applicant.

In light of the financial need of the Proposed Insured and Owner, the purpose
of this sale has been discussed with the Owner, and I believe this application
to be a suitable recommendation.

1.  __ To the best of my knowledge, this is a replacement.
       (Complete and submit required replacement forms.)

    __ To the best of my knowledge, this is not a replacement.

2.   For VUL: Did you deliver the current prospectus and were all of the
     written sales materials used printed by General American Life Insurance
     Company?

     ___ Yes    ___ No

  ---------------------------------------------------------------------
                     (Signature of Licensed Agent)


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

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


  ---------------------------------------------------------------------
              (Signature of Proposed Insured - Parent or
              Guardian if Proposed Insured under age 18)


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




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



  ---------------------------------------------------------------------
             (Signature and address of Applicant/Owner if
              other than Proposed Insured. If Owner is a
           Corporation, Partnership or Trust, an authorized
       officer, partner or trustee must sign and state title.)

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

1067724
(6/97)                                                                  010488

<PAGE> 9

                              AVIATION SUPPLEMENT

                                   General
                                   American
                            Life Insurance Company
                             St. Louis, Missouri

- -------------------------------------------------------------------------------
PROPOSED INSURED
- -------------------------------------------------------------------------------
  Name  (Last, First, Middle)                        Date of Birth  (MM/DD/YY)
  ----------------------------------------------------------------------------

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

- -------------------------------------------------------------------------------
FOR PILOTS AND STUDENT PILOTS
- -------------------------------------------------------------------------------
  Total of all ------ Total hours flown -------  Estimated hours flying -------
  hours flown  ------ in past 12 months -------  in next 12 months      -------

  Pilot certificate currently held:  / / Private   / / Commercial

                                     / / Student   / / Flight Instructor

                                     / / Airline Transport Rating

                                     / / Instrument Flight Rating

  Type of flying:  / / Pleasure

                   / / Commercial  Specific type of flying    Type of aircraft
                                   ------------------------   -----------------
                                   ------------------------   -----------------

                   / / Flight      Total hours in past 12 months
                       Instructor  ----------------------------------
                                   ----------------------------------

                                   Estimated hours in next 12 months
                                   ----------------------------------
                                   ----------------------------------

                   / / Military    Specific type of flying    Type of aircraft
                                   -------------------------  -----------------
                                   -------------------------  -----------------

                                   Date of last flight   Branch or organization
                                   --------------------  ----------------------
                                   --------------------  ----------------------

                                   If not a pilot, specify capacity in which
                                   you fly.
                                   --------------------------------------------
                                   --------------------------------------------

                                                                    YES      NO
Have you ever flown or do you intend to fly:  Ultralight, Biplane,
Prototype, experimental or personally built or assembled aircraft?
(If "Yes", complete Avocation Supplement.)                          / /     / /

Should you not qualify for coverage at standard rates, do you
desire:

    a. Full coverage with extra premium, if available?              / /     / /
    b. Restricted aviation coverage without extra premium, if
       available?                                                   / /     / /

- -------------------------------------------------------------------------------
DETAILS
- -------------------------------------------------------------------------------

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



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

  I agree that the statements and answers in this Aviation Supplement are true
  and complete to the best of my knowledge and belief. They, together with the
  statements and answers in the application and any amendments, will become the
  basis of any insurance issued and will be part of any policy issued.

  Signed at  (City, State)                       Date  (MM/DD/YY)
  --------------------------------------------   -------------------------------
  --------------------------------------------   -------------------------------
                                                 Signature of Proposed Insured -
                                                 Parent or Guardian if Proposed
  Witnessed by Licensed Agent                    Insured under age 18.
  --------------------------------------------   -------------------------------
  --------------------------------------------   -------------------------------

939924AVI
(6/97)              This Form Can Only Be Used in Missouri.

<PAGE> 10

                            AVOCATION SUPPLEMENT
                                 General
                                 American
                           Life Insurance Company
                            St. Louis, Missouri

- -------------------------------------------------------------------------------
PROPOSED INSURED
- -------------------------------------------------------------------------------
  Name  (Last, First, Middle)                        Date of Birth  (MM/DD/YY)
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------

- -------------------------------------------------------------------------------
UNDERWATER SPORTS
- -------------------------------------------------------------------------------

  Type: / / Scuba  / / Skin   Purpose: / / Recreation  / / Rescue  / / Salvage

  Location: / / Oceans  / / Lakes  / / Caves  / / Other (Provide location in
                                                         "Details" below.)

  Have you received formal dive training? / / Yes (Provide certification  / / No
                                                  level in "Details"
                                                  below.)

  Do you use the "buddy system"?  / / Yes   / / No

<TABLE>
<CAPTION>
                                                      ----------NUMBER OF DIVES----------
       Depth             Average Time        Last 12 Months        1 to 2 Years Ago       Next 12 Months
- -------------------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                   <C>                    <C>
     0 - 100 ft.
- -------------------------------------------------------------------------------------------------------------
   101 - 150 ft.
- -------------------------------------------------------------------------------------------------------------
    Over 150 ft.
- -------------------------------------------------------------------------------------------------------------
</TABLE>

  Have you ever had a diving accident?  / / Yes  (Provide explanation    / / No
                                                 in "Details" below.)

- -------------------------------------------------------------------------------
RACING SPORTS: AUTO, MOTORCYCLE, SNOWMOBILE, MOTORBOAT
- -------------------------------------------------------------------------------

  Type:  / / Drag   / / Stock   / / Midget   / / Sportscar   / / Hotrod

         / / Go-Kart   / / Snowmobile

         / / Cycle  / / Boat    / / Other (Provide type in "Details" below.)

  Vehicle or Boat:  Make & Model   Class & Category   Displacement   Horsepower
                    -----------------------------------------------------------
                    -----------------------------------------------------------

  Timing:  / / Vehicle vs. Vehicle     Maximum speed:    Average speed:
                                       --------------    --------------
           / / Vehicle vs. Clock                  mph               mph
                                       --------------    --------------

  Location:  / / Oval Track  / / Closed Circuit  / / Drag Strip

             / / Hill Climb  / / Other (Provide location in "Details" below.)

          --------------NUMBER OF RACES--------------
    Last 12 Months     1 to 2 Years Ago    Next 12 Months
  -----------------------------------------------------------
  -----------------------------------------------------------

  Racing organization affiliated with.           Races supervised by.
  ------------------------------------------     ------------------------------
  ------------------------------------------     ------------------------------

  Have you ever had a racing accident? / / Yes (Provide explanation in   / / No
                                               "Details" below.)

- -------------------------------------------------------------------------------
DETAILS
- -------------------------------------------------------------------------------

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




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

                PROVIDE SIGNATURES AND DATE ON OPPOSITE SIDE.


939924AVO
(6/97)               This Form Can Only Be Used in Missouri.             003015

<PAGE> 11

- -------------------------------------------------------------------------------
SKY SPORTS
- -------------------------------------------------------------------------------

  Type:  / / Skydiving     / / Parachuting     / / Ultralights   / / Biplaning

         / / Hanggliding   / / Ballooning      / / Other: (Provide type in
                                                          "Details" below.)

  Are you a member of a club?  / / Yes (Provide explanation in       / / No
                                       "Details" below.)

  If Skydiving:     / / Delayed Jumping   / / Relative freefall work

                    / / Relative canopy work

  If Ballooning:    / / Gas ballooning    / / Hot air ballooning

  Usual location and type of terrain.
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------

   ----------------NUMBER OF FLIGHTS OR JUMPS--------------

   Last 12 Months       1 to 2 Years Ago      Next 12 Months
  -------------------------------------------------------------
  -------------------------------------------------------------

  Have you been in an accident connected with this avocation?

          / / Yes (Provide explanation in "Details" below.)    / / No

- -------------------------------------------------------------------------------
CLIMBING SPORTS
- -------------------------------------------------------------------------------

  Type:      / / Mountain  / / Rock  / / Ice  / / Other: (Provide type in
                                                         "Details" below.)

  Location:  / / Ranges  / / Caves  / / Rock Formations  / / Trails

             / / Other: (Provide location in "Details" below.)

  Usual heights                   Maximum height and how often climbed.
  ----------------------------    ---------------------------------------------
  ----------------------------    ---------------------------------------------

  Geographical area (including specific ranges.)
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------

  Do you use direct-aid climbing?   / / Yes (Provide explanation in    / / No
                                            "Details" below.)

  Do you participate as a guide or engage in rescue duties?

           / / Yes (Provide explanation in "Details" below.)    / / No

         -----------------NUMBER OF CLIMBS----------------

     Last 12 Months          1 to 2 Years Ago         Next 12 Months
  ----------------------------------------------------------------------
  ----------------------------------------------------------------------

  Have you had a climbing accident?  / / Yes (Provide explanation in    / / No
                                             "Details" below.)

- -------------------------------------------------------------------------------
DETAILS OR OTHER AVOCATIONS (INCLUDE DETAILS REGARDING NATURE, LOCATION,
FREQUENCY AND DEGREE OF PARTICIPATION.)
- -------------------------------------------------------------------------------

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




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

  I agree that the statements and answers in this Avocation Supplement are true
  and complete to the best of my knowledge and belief. They, together with the
  statements and answers in the application and any amendments, will become the
  basis of any insurance issued and will be part of any policy issued.

  Signed at  (City, State)                       Date  (MM/DD/YY)
  ------------------------------------------     -------------------------------
  ------------------------------------------     -------------------------------
                                                 Signature of Proposed Insured -
                                                 Parent or Guardian if Proposed
  Witnessed by Licensed Agent                    Insured under age 18.
  ------------------------------------------     -------------------------------
  ------------------------------------------     -------------------------------


939924AVO
(6/97)                This Form Can Only Be Used In Missouri.            003015

<PAGE> 12

                                    General
                                    American
                             Life Insurance Company
                              St. Louis, Missouri

- -------------------------------------------------------------------------------
MEDICAL DECLARATIONS
- -------------------------------------------------------------------------------

  1. Proposed Insured's Name  (Last, First, Middle)   Date of Birth  (MM/DD/YY)
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------

  2. a. Who is the doctor who can give us the most complete and up to date
        information concerning your present health?  If "None", check / /

     Name and Address  (Street, City, State, Zip)                Phone
     --------------------------------------------------------------------------
                                                                 (   )
     --------------------------------------------------------------------------

     b. When was this doctor last consulted? ---------------  Why? ------------
                                             ---------------       ------------

     c. What treatment was given or medication prescribed? If "None", check / /
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------

  3. Height    Weight    Any weight loss in the past year?  / / Yes  / / No
     ------------------
     ------------------  If "Yes", reason -------------------------------------
                                          -------------------------------------

  4. a. Do you use tobacco or nicotine products?  / / Current

           / / Past-date last used --------------        / / Never
                                   --------------

     b. Type             / / Cigarettes  / / Pipe/Cigar  / / Chew  / / Patch/Gum
        Amount/Frequency     ----------      ----------      ----      ---------
                             ----------      ----------      ----      ---------

  5. Within the last ten years have you had, been treated for, or
     diagnosed as having:                                           YES      NO

     a. High blood pressure, chest pain, heart attack, or any
        other disease or disorder of the heart or circulatory
        system?                                                     / /     / /

     b. Asthma, bronchitis, emphysema, or any other disease or
        disorder of the lungs or respiratory system?                / /     / /

     c. Seizures, stroke, headaches, or any other disease or
        disorder of the brain or nervous system?                    / /     / /

     d. Ulcer, colitis, cirrhosis, hepatitis, or any other
        disease or disorder of the liver, gallbladder,
        intestines or stomach?                                      / /     / /

     e. Any disease or disorder of the kidney, bladder,
        prostate, reproductive organs, or breasts; sexually
        transmitted disease; sugar, albumin, blood or pus in
        the urine?                                                  / /     / /

     f. Diabetes; disorder of the thyroid or lymph glands,
        or other endocrine disorders?                               / /     / /

     g. Arthritis, gout or disorder of the muscles or bones?        / /     / /

     h. Cancer, tumor, cyst or disorder of the skin?                / /     / /

     i. Anemia, or any other disorder of the blood?                 / /     / /

     j. Depression, stress, anxiety, or any other psychological
        or emotional disorder or symptoms?                          / /     / /

     ---------------------------------------------------------------------------
     DETAILS: LIST QUESTION NUMBER. GIVE DATES, DURATION, TREATMENT AND DOCTORS'
     NAMES AND ADDRESSES.












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


1067724NM
(6/97)                    This Form Can Only Be Used In Missouri.        011051

<PAGE> 13

- -------------------------------------------------------------------------------
MEDICAL DECLARATIONS (CONT.)
- -------------------------------------------------------------------------------

                                                                    YES     NO
  6.  Are you now under observation or taking medication or
      treatment?                                                    / /     / /

  7.  Do you have any doctor's visit or medical care scheduled?     / /     / /

  8.  Have you:

      a. Ever been diagnosed by a member of the medical profession
         as having AIDS or AIDS Related Complex?                    / /     / /

      b. Tested positive for antibodies to the AIDS (HIV) virus?    / /     / /

  9.  Other than the above, during the past five years have you
      had any checkup, illness, injury or health condition; had
      or been recommended to have any treatment, hospitalization,
      surgery, medical test or medication?                          / /     / /

  10. Have you:

      a. Used (once or more) or do you now use barbiturates,
         amphetamines, hallucinogenic drugs (including marijuana),
         cocaine, heroin, narcotics, or any similar substances or
         any prescription drug except in accordance with a
         physician's instructions?                                  / /     / /

      b. Been advised to limit or discontinue the use of
         alcohol or drugs; sought or received treatment,
         counseling or participated in a group for alcohol
         or drug use?                                               / /     / /

  -----------------------------------------------------------------------------
  DETAILS (CONT.):











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

  11. Do you exercise?  / / Yes  / / No    Type -----------  How often? -------
                                                -----------             -------


  12. Are you now pregnant?  / / Yes  / / No  If "Yes", estimated date of
                                              delivery? -----------------------
                                                        -----------------------

  13. Family history:      Age if Living      Age at Death    Cause of Death
                           ----------------------------------------------------
     Father
                           ----------------------------------------------------
     Mother
                           ----------------------------------------------------
     Brothers and Sisters
                           ----------------------------------------------------
   # Living   # Dead
- ------------------------   ----------------------------------------------------

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

I AGREE THAT THE STATEMENTS AND ANSWERS IN THIS MEDICAL DECLARATIONS ARE TRUE
AND COMPLETE TO THE BEST OF MY KNOWLEDGE AND BELIEF. THEY, TOGETHER WITH THE
STATEMENTS AND ANSWERS IN THE APPLICATION AND ANY AMENDMENTS, WILL BECOME THE
BASIS OF ANY INSURANCE ISSUED AND WILL BE PART OF ANY POLICY ISSUED.

Signed at  (City, State)                         Date  (MM/DD/YY)
- --------------------------------------------     -------------------------------
- --------------------------------------------     -------------------------------
                                                 Signature of Proposed Insured -
                                                 Parent or Guardian if Proposed
Witnessed by Licensed Agent                      Insured under age 18.
- --------------------------------------------     -------------------------------
- --------------------------------------------     -------------------------------

1067724NM
(6/97)               This Form Can Only Be Used In Missouri.             011051

<PAGE> 14

                                 General
                                 American
                           Life Insurance Company
                            St. Louis, Missouri

- -------------------------------------------------------------------------------
TEMPORARY INSURANCE AGREEMENT AND ADVANCE PREMIUM RECEIPT
- -------------------------------------------------------------------------------

PLEASE READ CAREFULLY: This Agreement may provide a LIMITED AMOUNT of Life
- ---------------------                               --------------
Insurance for a LIMITED PERIOD OF TIME, subject to the terms below. NO AGENT OR
                ----------------------
BROKER IS AUTHORIZED TO WAIVE OR CHANGE ANY OF THE TERMS OF THIS AGREEMENT. ALL
PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY. DO NOT MAKE CHECK PAYABLE
TO THE AGENT OR BROKER OR LEAVE THE PAYEE BLANK.

This Agreement must be completed when (and only when) money is paid in
conjunction with this agreement. Money cannot be accepted and no Temporary
Insurance will be in effect if the answer to any of the Health Questions listed
below is "Yes" or left blank.

                            --------------------------              -----------
We acknowledge receipt from                            a premium of  $
                            --------------------------              -----------

                            --------------------------
and an application on which                            is shown as the Proposed
                            --------------------------
Insured. If the application number shown below and the name of the Proposed
Insured shown on this Agreement are not the same as shown in the application,
NO TEMPORARY INSURANCE will be in effect, even if money is paid.

If applying for VUL, the date of the check, the date the application was signed
and the date this Agreement was signed MUST be the same.

NOTE:  To obtain the maximum period of coverage (60 days), at least 1/6th of the
       annual premium must be submitted with this Agreement. If the amount paid
       is less than 1/6th of the annual premium, the maximum period of coverage
       will be proportionately less.

                                 HEALTH QUESTIONS

NO MONEY SHOULD BE ACCEPTED IF ANY QUESTION BELOW IS ANSWERED "YES."
NO COVERAGE IS IN EFFECT UNTIL ALL REQUIREMENTS HAVE BEEN MET.

Has the Proposed Insured or any person proposed for coverage in connection
with the application bearing the same number as shown below:

1. Within the past 90 days:                                         YES      NO
   (a) been admitted to a hospital or other medical facility?       / /     / /
   (b) been advised to be admitted to a hospital or other
       medical facility?                                            / /     / /
   (c) had surgery performed or recommended?                        / /     / /

2. Within the past 2 years, had or been treated for or been
   advised to be treated for:
   (a) heart disease, stroke, or cancer?                            / /     / /
   (b) alcohol or drug dependence or abuse?                         / /     / /

By signing below, the Proposed Insured states that he/she has received a copy of
and has read this Agreement including the terms and conditions on the reverse
side and declares that the answers to the Health Questions are true to the
best of his/her knowledge and belief. Also, the Proposed Insured and Applicant/
Owner understand and agree to all of the terms of this Agreement.

                                                 Signature of Proposed Insured -
                                                 Parent or Guardian if Proposed
Signed at  (City, State)    Date  (MM/DD/YY)     Insured under age 18
- ---------------------------------------------    -------------------------------
- ---------------------------------------------    -------------------------------
                                                 Signature of Applicant/Owner
Witnessed by Licensed Agent                      if other than Proposed Insured
- ---------------------------------------------    -------------------------------
- ---------------------------------------------    -------------------------------

                 Submit this original with the application.

1067724TIA
(6/97)                   This Form Can Only Be Used In Missouri.         010453

<PAGE> 15

- -------------------------------------------------------------------------------
TEMPORARY INSURANCE AGREEMENT AND ADVANCE PREMIUM RECEIPT (CONT.)
- -------------------------------------------------------------------------------

                     TERMS, CONDITIONS AND LIMITATIONS

AMOUNT OF COVERAGE:  $500,000 Maximum for all Life Insurance Applications or
- -------------------
Agreements

Subject to the limitations contained in this Agreement, if money has been
accepted by the Company as advance payment for the Application for Life
Insurance identified by number in this Agreement, and if the Proposed Insured
or any other person proposed for coverage dies while this Agreement is in
effect, the Company will pay to the Beneficiary named in that application the
LESSER of: (a) the amount of all death benefits applied for on each such
person, including any accidental or supplemental death benefits, if applicable;
or (b) $500,000. Even if more than one Temporary Insurance Agreement and
Advance Premium Receipt is in effect, the total amount paid under all such
agreements cannot be more than a maximum amount of $500,000. This maximum
amount also will be reduced by any other life and accidental death insurance
in force with us. The MINIMUM amount of temporary life insurance will be
                      -------
either the amount applied for or $50,000, whichever is less.

DATE COVERAGE BEGINS: If an advance premium has been paid, Temporary Insurance
- ---------------------
under this Agreement will begin when the following requirements are met:

  1) This Agreement has been completed; and

  2) The Application for Life Insurance and the Medical Declarations have
     been fully completed; and

  3) All required medical examination requirements have been completed.

DATE COVERAGE TERMINATES: Temporary Insurance under this Agreement will
- -------------------------
terminate automatically on the earliest of the following dates:

  1) 60 days from the date of this Agreement; or

  2) The date insurance begins under the policy(ies) applied for; or

  3) The date a policy, other than applied for, is offered to the person
     named as Owner in the application; or

  4) The date the Company mails notice to the Proposed Insured at the address
     shown in the application that the application or this Agreement has been
     declined by the Company.

SPECIAL LIMITATIONS:
- --------------------

  1) This Agreement provides benefits only for the type of insurance applied
     for in the application identified on this Agreement.

  2) Fraud or misrepresentations in the application or in the answers to the
     Health Questions in this Agreement invalidate this Agreement and the
     Company's only liability is to refund any premium paid, plus interest.

  3) There is no coverage under this Agreement if the check submitted with the
     application is not honored by the bank the first time it is presented.

  4) No agent or broker is authorized to accept a payment for a Proposed
     Insured who is less than 15 days old or over age 70 on the date of this
     Agreement.

Any payment made under this Agreement applies only to the purchase of Temporary
Insurance. If we issue the policy as applied for, or if you accept a policy
issued other than as applied for, then the amount paid will be credited to the
first year's premium due under the policy issued. Except as otherwise provided
under the terms of the policy, no refund will be made if we issue a policy as
applied for. The effective date of the policy issued will be determined in
accordance with our current policy dating procedures.

The full amount paid with this Agreement will be refunded to you, with
interest, if:

  1) The application or this Agreement is declined or cancelled by us, or

  2) We receive your signed request to cancel the application or this
     Agreement.


1067724TIA
(6/97)                This Form Can Only Be Used In Missouri.            010453

<PAGE> 16

                                General
                                American
                          Life Insurance Company
                            St. Louis, Missouri

- -------------------------------------------------------------------------------
TEMPORARY INSURANCE AGREEMENT AND ADVANCE PREMIUM RECEIPT
- -------------------------------------------------------------------------------

PLEASE READ CAREFULLY: This Agreement may provide a LIMITED AMOUNT of Life
- ----------------------                              --------------
Insurance for a LIMITED PERIOD OF TIME, subject to the terms below. NO AGENT
                ----------------------
OR BROKER IS AUTHORIZED TO WAIVE OR CHANGE ANY OF THE TERMS OF THIS AGREEMENT.
ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY. DO NOT MAKE CHECK
PAYABLE TO THE AGENT OR BROKER OR LEAVE THE PAYEE BLANK.

This Agreement must be completed when (and only when) money is paid in
conjunction with this agreement. Money cannot be accepted and no Temporary
Insurance will be in effect if the answer to any of the Health Questions
listed below is "Yes" or left blank.

                            -------------------------               -----------
We acknowledge receipt from                            a premium of  $
                            -------------------------               -----------

                            -------------------------
and an application on which                           is shown as the Proposed
                            -------------------------
Insured. If the application number shown below and the name of the Proposed
Insured shown on this Agreement are not the same as shown in the application,
NO TEMPORARY INSURANCE will be in effect, even if money is paid.

If applying for VUL, the date of the check, the date the application was signed
and the date this Agreement was signed MUST be the same.

NOTE:  To obtain the maximum period of coverage (60 days), at least 1/6th of
       the annual premium must be submitted with this Agreement. If the amount
       paid is less than 1/6th of the annual premium, the maximum period of
       coverage will be proportionately less.

                               HEALTH QUESTIONS

NO MONEY SHOULD BE ACCEPTED IF ANY QUESTION BELOW IS ANSWERED "YES."
NO COVERAGE IS IN EFFECT UNTIL ALL REQUIREMENTS HAVE BEEN MET.

Has the Proposed Insured or any person proposed for coverage in connection
with the application bearing the same number as shown below:

1. Within the past 90 days:                                         YES      NO

   (a) been admitted to a hospital or other medical facility?       / /     / /

   (b) been advised to be admitted to a hospital or other
       medical facility?                                            / /     / /

   (c) had surgery performed or recommended?                        / /     / /

2. Within the past 2 years, had or been treated for or been
   advised to be treated for:

   (a) heart disease, stroke, or cancer?                            / /     / /

   (b) alcohol or drug dependence or abuse?                         / /     / /

By signing below, the Proposed Insured states that he/she has received a copy
of and has read this Agreement including the terms and conditions on the
reverse side and declares that the answers to the Health Questions are true
to the best of his/her knowledge and belief. Also, the Proposed Insured and
Applicant/Owner understand and agree to all of the terms of this Agreement.

                                                 Signature of Proposed Insured -
                                                 Parent or Guardian if Proposed
Signed at  (City, State)     Date  (MM/DD/YY)    Insured under age 18
- ----------------------------------------------   -------------------------------
- ----------------------------------------------   -------------------------------
                                                 Signature of Applicant/Owner if
Witnessed by Licensed Agent                      other than Proposed Insured
- ----------------------------------------------   -------------------------------
- ----------------------------------------------   -------------------------------

                               Proposed Insured's Copy


1067724TIA
(6/97)                  This Form Can Only Be Used In Missouri.         010453

<PAGE> 17

- -------------------------------------------------------------------------------
TEMPORARY INSURANCE AGREEMENT AND ADVANCE PREMIUM RECEIPT (CONT.)
- -------------------------------------------------------------------------------

                       TERMS, CONDITIONS AND LIMITATIONS

AMOUNT OF COVERAGE: $500,000 Maximum for all Life Insurance Applications or
- -------------------
Agreements

Subject to the limitations contained in this Agreement, if money has been
accepted by the Company as advance payment for the Application for Life
Insurance identified by number in this Agreement, and if the Proposed Insured
or any other person proposed for coverage dies while this Agreement is in
effect, the Company will pay to the Beneficiary named in that application the
LESSER of: (a) the amount of all death benefits applied for on each such
person, including any accidental or supplemental death benefits, if
applicable; or (b) $500,000. Even if more than one Temporary Insurance
Agreement and Advance Premium Receipt is in effect, the total amount paid
under all such agreements cannot be more than a maximum amount of $500,000.
This maximum amount also will be reduced by any other life and accidental
death insurance in force with us. The MINIMUM amount of temporary life
                                      -------
insurance will be either the amount applied for or $50,000, whichever is less.

DATE COVERAGE BEGINS: If an advance premium has been paid, Temporary Insurance
- ---------------------
under this Agreement will begin when the following requirements are met:

  1) This Agreement has been completed; and

  2) The Application for Life Insurance and the Medical Declarations have
     been fully completed; and

  3) All required medical examination requirements have been completed.

DATE COVERAGE TERMINATES: Temporary Insurance under this Agreement will
- -------------------------
terminate automatically on the earliest of the following dates:

  1) 60 days from the date of this Agreement; or

  2) The date insurance begins under the policy(ies) applied for; or

  3) The date a policy, other than applied for, is offered to the person
     named as Owner in the application; or

  4) The date the Company mails notice to the Proposed Insured at the
     address shown in the application that the application or this Agreement
     has been declined by the Company.

SPECIAL LIMITATIONS:
- --------------------

  1) This Agreement provides benefits only for the type of insurance applied
     for in the application identified on this Agreement.

  2) Fraud or misrepresentations in the application or in the answers to the
     Health Questions in this Agreement invalidate this Agreement and the
     Company's only liability is to refund any premium paid, plus interest.

  3) There is no coverage under this Agreement if the check submitted with the
     application is not honored by the bank the first time it is presented.

  4) No agent or broker is authorized to accept a payment for a Proposed
     Insured who is less than 15 days old or over age 70 on the date of this
     Agreement.

Any payment made under this Agreement applies only to the purchase of Temporary
Insurance. If we issue the policy as applied for, or if you accept a policy
issued other than as applied for, then the amount paid will be credited to the
first year's premium due under the policy issued. Except as otherwise provided
under the terms of the policy, no refund will be made if we issue a policy as
applied for. The effective date of the policy issued will be determined in
accordance with our current policy dating procedures.

The full amount paid with this Agreement will be refunded to you, with
interest, if:

  1) The application or this Agreement is declined or cancelled by us, or

  2) We receive your signed request to cancel the application or this
     Agreement.


1067724TIA
(6/97)                 This Form Can Only Be Used In Missouri.          010453

<PAGE> 18

                                  General
                                  American
                            Life Insurance Company
                             St. Louis, Missouri

- -------------------------------------------------------------------------------
SOLICITING AGENT'S CERTIFICATE
- -------------------------------------------------------------------------------

PERSONAL
- --------

  Purpose for Coverage:

    / / Juvenile  / / Estate Planning  / / Income Replacement  / / Other:______

If Proposed Insured is a juvenile, provide amount of coverage in force on each
parent and all siblings.
- -------------------------------------------------------------------------------

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

If Proposed Insured is a non-working spouse, provide  -------------------------
amount of coverage in force on working spouse.
                                                      -------------------------

IF THE AMOUNT OF COVERAGE IS GREATER THAN $1,000,000, COMPLETE AND SIGN THE
FOLLOWING PERSONAL FINANCIAL STATEMENT WITH THE PROPOSED INSURED:

            ------------ANNUAL EARNED INCOME------------

                        ----------------------------------------
Salary or Draw           $
                        ----------------------------------------
Bonus/Commissions        $
                        ----------------------------------------
Other Earnings           $
                        ----------------------------------------
TOTAL EARNED INCOME      $
                        ----------------------------------------


          ------------ANNUAL UNEARNED INCOME------------

                        ----------------------------------------
Dividends/Interest       $
                        ----------------------------------------
Net Rentals              $
                        ----------------------------------------
Other                    $
                        ----------------------------------------
TOTAL UNEARNED INCOME    $
                        ----------------------------------------
                        ----------------------------------------
Spouse's Income          $
                        ----------------------------------------


            ------------ASSETS------------

                        ----------------------------------------
Cash                     $
                        ----------------------------------------
Real Estate              $
                        ----------------------------------------
Business Equity          $
                        ----------------------------------------
Stocks/Bonds             $
                        ----------------------------------------
TOTAL ASSETS             $
                        ----------------------------------------


            ------------LIABILITIES------------

                        ----------------------------------------
Mortgages                $
                        ----------------------------------------
Personal Loans           $
                        ----------------------------------------
Other                    $
                        ----------------------------------------
TOTAL LIABILITIES        $
                        ----------------------------------------
                        ----------------------------------------
Net Worth                $
                        ----------------------------------------

                                                                   ------------
I declare that the above information is true and complete.   Date
                                                                   ------------
                                                                    (MM/DD/YY)

Signature of Agent                     Signature of Proposed Insured
- ----------------------------------     ----------------------------------------

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

BUSINESS
- --------

  Type of Business:  / / Corporation   / / Partnership   / / Sole Proprietorship

  Purpose:  / / Deferred Comp.  / / Exec. Bonus  / / Split Dollar  / / Buy/Sell

            / / Cross Purchase

            / / Loan Coverage   / / Keyperson (Provide how amount was determined
                                    in "Details" on next page.)

Financial Data for the last three years:

<TABLE>
<CAPTION>
                                       Year Ending                   Year Ending                   Year Ending
                                  ---------------------------------------------------------------------------------
<S>                               <C>                             <C>                           <C>
                                  ---------------------------------------------------------------------------------
   Owner's Equity                  $                              $                             $
                                  ---------------------------------------------------------------------------------
   Total Assets                    $                              $                             $
                                  ---------------------------------------------------------------------------------
   Liabilities:  Current           $                              $                             $
                                  ---------------------------------------------------------------------------------
                 Long Term         $                              $                             $
                                  ---------------------------------------------------------------------------------
   Net Sales                       $                              $                             $
                                  ---------------------------------------------------------------------------------
   Net Income                      $                              $                             $
                                  ---------------------------------------------------------------------------------
</TABLE>

1067724SAC
(6/97)                                                                  010488

<PAGE> 19

- -------------------------------------------------------------------------------
SOLICITING AGENT'S CERTIFICATE (CONT.)
- -------------------------------------------------------------------------------

  Enter below the names, ownership interest and the amount of business
  insurance (all companies) carried by all owners, officers, partners and
  key-persons.

<TABLE>
<CAPTION>
                                          % of       Insurance Amount (all companies including General American)
            Name            Title       Ownership         Inforce           Pending           Contemplated
- -----------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>          <C>               <C>                <C>
                                                     $                 $                  $
- -----------------------------------------------------------------------------------------------------------------------
                                                     $                 $                  $
- -----------------------------------------------------------------------------------------------------------------------
                                                     $                 $                  $
- -----------------------------------------------------------------------------------------------------------------------
                                                     $                 $                  $
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

Details:
- -------------------------------------------------------------------------------



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

COMMISSIONS
- -----------
                                                                   ------------
  Are you related to the Proposed Insured?  / / Yes:  Relationship:
                                            / / No                 ------------

  Type of Commission for WL-100?      / / Normal   / / Spread
  Annualized commission requested?    / / Yes      / / No

                        If "Yes", provide Signature of General Agent.
                        -------------------------------------------------------

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

Attach agent label or write name and code for agent(s) to be credited with
production. Include percentage of split in whole numbers.

- ----------                                  -----------
        %                                            %
- ----------------------------------------    -----------------------------------



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

- ----------                                  -----------
        %                                            %
- ----------------------------------------    -----------------------------------



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

- -------------------------------------------------------------------------------
FOR HOME OFFICE USE ONLY

  Reviewed by:                                   Date:
               -------------------------               ------------------------
                      (Principal)                             (MM/DD/YY)

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

1067724SAC
(6/97)                                                                  010488


<PAGE> 1

            APPLICATION                                                [LOGO]
                FOR
         PENSION INSURANCE


       GENERAL AMERICAN LIFE

         INSURANCE COMPANY

        ST. LOUIS, MISSOURI


*******************************************************************************


                            GENERAL INSTRUCTIONS

- - Please complete all applications and supplements in BLACK INK.

- - Complete all applicable sections. Choose Section B, C, D or E to select
  product type and transaction desired. Section H does not have to be
  completed on an increase of $25,000 or less, or on a Term Conversion with
  No Increase.

- - The plan trustee is the stated beneficiary. This application cannot be
  amended otherwise. A change of beneficiary form must be completed to change
  the beneficiary from the plan trustee. The change of beneficiary form must
  not be dated prior to the policy's issue date.
  ---

- - To reduce processing time, submit all requirements along with this
  application.

- - It will be necessary to photocopy the authorization if an APS is ordered by
  the General Agent. The original authorization must be forwarded to the Home
  Office with the application.

- - Any contemplated change in amount of insurance must conform to maximum/
  minimum amount limits as established for the plan involved as of the date
  of issue used for the new policy.

- - Any change that is made to this application in states that are not Home
  Office endorseable will be represented by an amendment to be signed and
  returned to the Home Office.


                                 General
                                 American
                            products to value,
                            people to trust(R)


939424
(9/96)              This form must be used in Missouri.

<PAGE> 2

                        CUSTOMER INTERVIEW PROGRAM

In connection with your Application for Insurance or Policy Change you may be
receiving a telephone call from a person at our Home Office or another agency
authorized to obtain some personal and financial information. You can be assured
that your answers are strictly confidential and will be used only to assess
your eligibility for insurance. The interview normally takes from five to ten
minutes and will be conducted at a time convenient to you. In the event you
are not in when the interviewer calls, the interviewer will probably leave
his/her name and a telephone number so that you can return the call at no
charge to you and supply the necessray information.


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


                       NOTICE OF INFORMATION PRACTICES

This Notice Must be Given to the Insured. It includes the Medical Information
Bureau Notice and Fair Credit Reporting Act Notice.

In considering your application, General American Life Insurance Company will
review information from various sources. These include your statements, the
results of your physical examination (if required), and reports we get from
doctors or medical facilities which have attended you.

Information about your insurability and/or any past or future claims will be
treated as confidential. We, or our reinsurers, may however, make a brief
report of this to the Medical Information Bureau, a nonprofit membership
organization of life insurance companies, which operates an information
exchange on behalf of its members. If you apply to another Bureau member
company for life or health insurance coverage, or a claim for benefits is
submitted to such a company, the Bureau, upon request, will supply such
company with the information in its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file (medical information will be disclosed
only to your attending physician). If you question the accuracy of information
in the Bureau's file, you may contact the Bureau and seek a correction in
accordance with the procedures set forth in the federal Fair Credit Reporting
Act. The address of the Bureau's information office is Post Office Box 105,
Essex Station, Boston, Massachusetts 02112, telephone number (617) 426-3660.

We, or our reinsurers, may also release information to other life insurance
companies to which you apply for life or health insurance, or to which a claim
is submitted.

In addition, we may get an investigative report from a consumer reporting
agency. This report requires personal interviews with your neighbors, friends,
or other acquaintances for information as to your general reputation, personal
characteristics and mode of living. As part of your application, you have
authorized us to do this. You have the right to be personally interviewed
and to make a written request within a reasonable period about the nature
and scope of this investigation. Upon written request you will be told if
such a report has actually been ordered, and if it has, we will give you the
name and address of the consumer reporting agency. You may contact this
consumer reporting agency and ask for a copy of such report.

Unless a legitimate business need exists or we are required to do so by law,
the information we get in this report, as well as any other information which
we later acquire, will not be disclosed to anyone else without your consent.
You may request a copy of all information acquired by us and have a right to
correct any personal information which you feel is inaccurate. We will, if
required by law, give you a more detailed notice of the types of personal
information which we get in considering your application, as well as any
additional rights which you may have.

If you need any assistance, please feel free to contact your agent or us at
General American Life Insurance Company, Attention: Individual Operations, New
Business Administration, 13045 Tesson Ferry Rd., St. Louis, MO 63128.


939424
(9/96)

<PAGE> 3

- -------------------------------------------------------------------------------
                    GENERAL AMERICAN LIFE INSURANCE COMPANY
                              ST. LOUIS, MISSOURI
- -------------------------------------------------------------------------------
ALWAYS COMPLETE               GENERAL INFORMATION                   SECTION A
- -------------------------------------------------------------------------------
1.   (a) Name of Proposed Insured:

     (b) / / Female
         / / Male

     (c) Social Security #:

- -------------------------------------------------------------------------------
     (d) Date of Birth:  Mo.    Day    Yr.

     (e) Insuring Age:

     (f) Birthplace:

     (g) Home Phone #:
         (    )

- -------------------------------------------------------------------------------
     (h) Residence Address:  Number and Street, or RFD   City   State   Zip

- -------------------------------------------------------------------------------
2.   (a) Occupation (described duties):


     (b) Business Phone #:
         (    )

- -------------------------------------------------------------------------------
3.   Legal Name of Plan (as specified in plan document):


4.   Date of Issue:

- -------------------------------------------------------------------------------
5.   Convenient time, place and phone # to reach Proposed Insured:


- -------------------------------------------------------------------------------
6.   BENEFICIARY AND OWNER:  THE PLAN TRUSTEE WILL BE THE BENEFICIARY AND
     ORIGINAL OWNER.


- -------------------------------------------------------------------------------
7.   Are you now and have you been actively at work for the employer sponsoring
     the above named plan on a full-time basis (at least 20 hours a week during
     the 60 days prior to the date of this application)?  (If "No", give
     details in #11.)                                        / /  Yes  / /  No
- -------------------------------------------------------------------------------
8.   Have you used any form of tobacco in the last 12 months?.. / / Yes  / / No
     If answered "Yes", complete the following:
     (a)  type used:  / / cigar  / / pipe  / / cigarettes  / / smokeless tobacco
     (b)  how often?____________  (c)  If you no longer smoke, when did you
                                       stop?  _________(Mo)  __________(Yr)
- -------------------------------------------------------------------------------
DO NOT COMPLETE QUESTIONS 9 AND 10 IF APPLYING FOR AN INCREASE IN FACE AMOUNT
- -------------------------------------------------------------------------------
9.   (a) Total Life Insurance now in force on Proposed Insured/Insured  (If
     none, write "None".)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                Company            Year of      Personal     Business     Accidental    Waiver of Prem.
                                    Issue       Ins. Amt.    Ins. Amt.    Death Amt.      Yes     No
 -------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>           <C>       <C>
                                                                                          / /    / /
 -------------------------------------------------------------------------------------------------------------
                                                                                          / /   / /
 -------------------------------------------------------------------------------------------------------------
                                                                                          / /  / /
 -------------------------------------------------------------------------------------------------------------
                                   TOTALS
                                          --------------------------------------------------------------------
</TABE>
     (b) Are you currently applying for life insurance with any other company?
                                                                  Yes / / No / /
         ("If "Yes", give details in #11.)
     (c) Will the insurance being applied for replace or change any of the
         above or any in force annuities? If "Yes"; Circle coverage being
         terminated. (Complete and submit required papers.)       Yes / / No / /
     (d) If policy will replace term insurance which has a disbility benefit,
         answer the following question:     Is the insured now, or has he/she
         totally and permanently disabled as defined in the present policy?
                                                                  Yes / / No / /
- -------------------------------------------------------------------------------
10.   Have you: (Provided details in #11 to any "Yes" answers.)
      (a) Ever been postponed, rated or offered a policy different than that
          applied for? . . . . . . . . . . . . . . . . . . . . . . Yes / / No / /
      (b) Within the past three years, been in a motor vehicle accident or
          charged with a moving violation of any motor vehicle law or had your
          license restricted or revoked? . . . . . . . . . . . . .Yes / / No / /
               If 10(b) is answered "Yes", provide your Driver's
               License #___________________________________ State______________
- -------------------------------------------------------------------------------
11.   Details of Answers (If additional space is needed, continue in Section G.)




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

939424
(9/96)

<PAGE> 4

- -------------------------------------------------------------------------------
SECTION B                     TRANSACTION REQUESTED
- -------------------------------------------------------------------------------
/ / NEW BUSINESS
- -------------------------------------------------------------------------------
/ / TERM CONVERSION      / Policy Number(s)                   /
                         /                                    /

         Convert above policy(ies) as indicated herein. Convert $ _____________
         of term policy or rider as indicated herein. Balance, if any, of term
         policy or rider coverage  / / to remain on existing policy original
         date  / / to be discontinued
- -------------------------------------------------------------------------------
/ / CURRENT DATE EXCHANGE  / Policy Number(s)                  /
                           /                                   /
      (i.e. Replacement of existing General American policy)   /
                                                               /
      Exchange above policy(ies) as indicated within this application.
      Do you want federal income tax withheld on any taxable part of the exchange?
        / / Yes  / / No     (MUST BE ANSWERED)
      This new contract will be subject to taxation as described in Internal
      Revenue Code Section 7702 or 7702(a).
- -------------------------------------------------------------------------------
SECTION C           TRADITIONAL LIFE INSURANCE APPLIED FOR
- -------------------------------------------------------------------------------
12. (A) Base Policy:
        -----------
          / / WL-98   $___________

          / / WL-100  $___________

          / / LT-3

          / / LT-4

          / / Other (List) _________ $ __________

                           _________ $___________

     Benefits:
     ---------
     / / WP                   / / ADB $ _________

     Riders:
     -------
                                                  / / Decreasing
     / / Spec/Term II  $ ___________________      / / Level

     / / PAR $ __________________

     / / Values Plus One ________ No. of Units

     / / APO $ ______________  Option at End of ____ Yrs.

     / / Other (List) ___________  $/# ______________

     / / Other (List) ___________  $/# ______________

- -------------------------------------------------------------------------------
  (b) Dividend Option (if eligible): (If no choice indicated, "Pd. Up Addns."
      is automatic for Whole Life and "Cash" is automatic for Term.)
      / / Pd. Up Addns.  / / Cash  / / Redn. of Prem.  / / Accumulations
- -------------------------------------------------------------------------------
SECTION D            UNIVERSAL LIFE INSURANCE APPLIED FOR
- -------------------------------------------------------------------------------
13. (a) Base Policy:
        ------------
          Contract Type / / Opt. A (Level)  / / Opt. B (Incr.)
          / / UL-100  (91) Base           $ ________________
                           / / Variable + $ ________________
              / / SC  (91) / / Level
                           Total        = $ ________________
          / / JSL  $ ______________  (Excluding JSC)
              (Complete application on joint insured.)
              / / JSC $ ____________  / / Var     / / Lev
              / / Flex One $ __________ Initial face amt.
                  / / Inc  / / Dec / / Lev $ ________ ann
                  / / Inc  / / Dec / / Lev $ ________ ann
                  / / Inc  / / Dec / / Lev $ ________ ann
              (If beneficiary other than policy's beneficiary is desired,
              specify such in Section G.)
                  / / EGIR  (Confidence Plus)
          / / Other  (List) _________________ $/# ________________
                            _________________ $/# ________________

     Benefits:
     ---------
     / / WMD  / / WSP   $ ___________________  (Monthly Benefit)
     / / ADB   $ _____________________

     Riders:
     -------
     / / APW
     / / Other  (List)  ___________  $/# _____________
                        ___________  $/# _____________

     / / Increasing Benefit Option  (UL-100)
           / / ______ %  / / CPI
     / / Increasing Benefit Option and
         Supplemental Term Face Amounts  (UL-100)
           / / ______ %  / / CPI

- -------------------------------------------------------------------------------
    (b)  Dividend Option (if no choice indicated, "Inc. Cash Value" is
         automatic.)   / / Inc. Cash Value  / / Cash
- -------------------------------------------------------------------------------
/ / (c) UNIVERSAL LIFE INCREASE IN COVERAGE     / Policy Number              /
                                               /                            /
        Increase face amount form $ ____________ to  $ _______________

        New Premium Amount $ ____________  Billing Mode: _____________
- -------------------------------------------------------------------------------

939424
(9/96)

<PAGE> 5

     FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE APPLIED FOR   SECTION E
- -------------------------------------------------------------------------------
14. (a) Base Policy:
        ------------
         Contract Type
            / / Option A (Level)   / / Option B (Incr.)

         / / FPVL        $ _____________

            / / VLSI-85  $ _____________
         (Complete Customer Information Statement)
         / / Other (List) _____________ $/# ____________
                          _____________ $/# ____________


    Benefits:
    ---------
    / / WMD          / / ADB  $ ________________

    Riders:
    -------
    / / Other (List) _____________ $/# ______________
                     _____________ $/# ______________

- -------------------------------------------------------------------------------
    (b)  Net Premium Allocation (0 or minimum of 5%. Percentages must be in
         whole numbers and total 100%.)

         General American Capital Company:

         / / Money Market Fund        _________________ %

         / / S & P 500 Index Fund     ________________  %

         / / Bond Index Fund          ________________  %

         / / Managed Equity Fund      ________________  %

         / / Asset Allocation Fund    ________________  %

         / / Internation Index Fund   ________________  %

         / / Mid-Cap Equity Fund      ________________  %

         / / Small-Cap Equity Fund    ________________  %

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

         Van Eck Worldwide Insurance Trust:
         / / Worldwide Hard           ________________  %
             Assets Fund

         Fidelity's VIP & VIP II Funds:

         / / Equity-Income Portfolio   _______________  %

         / / Growth Portfolio          _______________  %

         / / Overseas Portfolio        _______________  %

         / / High Income Portfolio     _______________  %

         / / Asset Manager Portfolio   _______________  %

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

         / / Other: ______________    ________________  %

         / / Other: ______________     _______________  %

         / / General Account           _______________  %

       ==================================================
       TOTAL ALLOCATION                ________________ %

- --------------------------------------------------------------------------------
    (c)  Dividend Option (If no Choice indicated, "Inc. Cash Value" is
         automatic.) / / Inc. Cash Value  / / Cash
- -------------------------------------------------------------------------------

    (d)  Suitability Information:

         (a)  Have you received a prospectus for the policy applied for?
              / / Yes  / / No
              Date of Prospectus ___________ Date of any supplement ___________

         (b)  Do you understand that:

              1.  The death benefit and cash surrender value will increase or
                  decrease depending on investment experience, and

              2.  There is no guaranteed minimum death benefit or cash
                  surrender value?    / / Yes  / / No

         (c)  Do you believe that the policy applied for meets your insurance
              objectives and your anticipated financial needs?   / / Yes  / / No

         / /  I REQUEST A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION
              REFERRED TO IN THE PROSPECTUS.

939424
(9/96)

<PAGE> 6

- --------------------------------------------------------------------------------
SECTION F           APPLIES TO SECTIONS B, C, D AND E
- --------------------------------------------------------------------------------
                                           (For Home Office Use Only:
                                            Participant No. _________________ )

15.    Premiums:  / / ANN  / / SA  / / QR  / / MO  / / Single Premium

       Premium Amount $ ___________ / / Target  / / Minimum  / / Other ________

- --------------------------------------------------------------------------------
SECTION G      APPLIES TO SECTIONS A, B, C, D AND E
- --------------------------------------------------------------------------------

16. (a) Explanations or Additional Instructions:

















- --------------------------------------------------------------------------------
    (b)  Home Office Endorsement (Not applicable in Kentucky, Maryland,
         Minnesota, New Hampshire, Pennsylvania, West Virginia, Wisconsin.)












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

939424
(9/96)

<PAGE> 7

                    GENERAL AMERICAN LIFE INSURANCE COMPANY
                             ST. LOUIS, MISSOURI

- --------------------------------------------------------------------------------
                            MEDICAL DECLARATIONS                      SECTION H
- --------------------------------------------------------------------------------
                  THIS SECTION NOT REQUIRED ON AN INCREASE OF
           $25,000 OR LESS OR ON A TERM CONVERSION WITH NO INCREASE
                                                        -- --------
            IF ANY QUESTIONS ARE ANSWERED "YES", PLEASE GIVE DETAILS.
- --------------------------------------------------------------------------------
17.  (a)  Name of Proposed Insured _____________________________

     (b)  Height _____ ft. _____ in;  Weight _____ lbs.

     (c)  Any change in wieght in past year?                    / / Yes  / / No
          (If yes, give details including number of pounds.)

- --------------------------------------------------------------------------------
18.  Within the last ten years, from the date of this application, have you
     been treated for or had any known indication of:

     (a)  chest pains, high blood pressure, heart attack, or heart murmur?
                                                                / / Yes  / / No

- --------------------------------------------------------------------------------
     (b)  diabetes, cancer, chronic respiratory disorder, mental or nervous
          disorder?                                             / / Yes  / / No

- --------------------------------------------------------------------------------
     (c)  a disorder of the kidneys, liver, stomach, intestines, or
          gallbladder?                                          / / Yes  / / No

- --------------------------------------------------------------------------------
19.  In the past 5 years have you used any of the following once or more:
     Narcotics, LSD, marijuana, amphetamines, barbituates, cocaine, heroin, or
     any drugs except as legally prescribed by a physician?     / / Yes  / / No

- --------------------------------------------------------------------------------
20.  Have you ever received treatment for or advise for or joined an
     organization because of alcohol or drug addiction?         / / Yes  / / No

- --------------------------------------------------------------------------------
21.  Are you now under observation or taking medication or treatment?
                                                                / / Yes  / / No

- --------------------------------------------------------------------------------
22.  Do you have any doctor's vist or medical care scheduled?   / / Yes  / / No

- --------------------------------------------------------------------------------
23.  Have you ever been diagnosed by a member of the medical profession as
     having AIDS or AIDS Related Complex?                       / / Yes  / / No

- --------------------------------------------------------------------------------
24.  Have you ever received treatment from a member of the medical profession
     for AIDS or AIDS Related Complex?                          / / Yes  / / No

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

939424
(9/96)

<PAGE> 8

- --------------------------------------------------------------------------------
SECTION I                            DECLARATIONS
- --------------------------------------------------------------------------------

  I hereby agree that:
     (a)  The statements and answers in all parts of this application, and any
          amendments to this application, will be a part of any policy issued.

     (b)  No printed provision of this application will be modified or waived
          except by an endorsement signed by an officer at the Office . No
          agent has the authority to waive or change the answer to any
          question in this application or has the authority to make any
          promise which would have the effect of changing any portion of this
          application or the policy applied for, or waiving any of its
          provisions.

     (c)  The "date of issue" as shown in my policy(ies) will be the
          "anniversary date". The due date of future premiums will be
          determined from that date. The number of policy years and months
          for deciding policy values will be determined from that date.

     (d)  My acceptance of any insurance policy(ies) means I agree to any
          changes as stated in the Home Office Endorsement, where state law
          permits corrections and additions.

     (e)  Policy Delivery Requirements: No insurance contract will take effect:
          (a) until a policy is delivered to the Proposed Owner(s); (b) until
          the full premium is paid to the Company in cash; (c) unless the
          health and insurability of any person proposed for insurance have
          not changed since the date of this application.

     (f)  I have read, or have had read to me the completed application. I
          realize that any false statement or misrepresentation therein may
          result in loss of coverage under the policy(ies).

  If you are making a change to your existing policy, the previous agreements
  in addition to the following agreements apply:

  (a)  If the insurance applied for herein is intended to replace other
       insurance with the Company, the policy(ies) being replaced will
       terminate on the first moment of the date coverage becomes effective
       under the policy(ies) applied for;

  (b)  Retention of any policy(ies) or instrument(s) by the owner(s) indicates
       owner's (s') approval and ratification;

  (c)  Until a change is completed in the Home Office, I will continue to
       receive any premium or other notices for the original policy(ies) that
       would ordinarily be sent under the Company's routine billing procedures.
       Payment must be made to avoid the possibility of lapse.

  THIS CONTRACT MAY BE SUBJECT TO TAXATION AS DESCRIBED IN THE INTERNAL
  REVENUE CODE.

                          CERTIFICATION:

          UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) THE NUMBER SHOWN ON
          THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER (OR, IF NO
          NUMBER IS SHOWN, I AM WAITING FOR A NUMBER TO BE ISSUED TO ME);
          AND

          (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE I HAVE NOT
          BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE (IRS) THAT I AM
          SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL
          INTEREST OR DIVIDENDS, OR THE IRS HAS NOTIFIED ME THAT I AM NO
          LONGER SUBJECT TO BACKUP WITHHOLDING.

          PLEASE NOTE:    YOU MUST CROSS OUT AND INITIAL #2 ABOVE IF YOU HAVE
                          BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY
                          SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDER
                          REPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN.

          THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
          PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED
          TO AVOID BACKUP WITHHOLDING.






- --------------------------------------------------------------------------------
                         NEXT PAGE MUST BE COMPLETED
- --------------------------------------------------------------------------------

939424
(9/96)

<PAGE> 9

                               DECLARATIONS                SECTION I - CONTINUED
- --------------------------------------------------------------------------------






  I agree that the statements and answers in this application are true and
  complete to the best of my knowledge and belief.

- --------------------------------------------------------------------------------
  PROPOSED INSURED'S SIGNATURE         Date Signed        Location of Applicant-
                                                          Purchaser (Trustee)
  X

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


- --------------------------------------------------------------------------------
  Legal Name of Plan (as specified in plan document)   SIGNATURE OF PLAN TRUSTEE

                                                       X
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  INDIVIDUAL OWNER(S) (OTHER THAN INSURED) OR OFFICER IF CORPORATE OWNER
- --------------------------------------------------------------------------------
  SIGNATURE                                            SIGNATURE

  X                                                    X
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  CORPRATION OWNER
- --------------------------------------------------------------------------------
  Full name of Corporation Owner    AUTHORIZED SIGNATURE      Title

                                    X
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  I certify that I have truly and accurately recorded on all parts of this
  application the information supplied by the applicant.
                         X
                         -------------------------------------------
                                 SIGNATURE OF LICENSED AGENT
                             (If not yet appointed, do not sign.)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  FOR HOME OFFICE USE ONLY
- --------------------------------------------------------------------------------
  Date change was completed                               President's signature

                                                          X
                      General American Life Insurance Company
                      P.O. Box 396, St. Louis, Missouri 63166
- --------------------------------------------------------------------------------

939424
(9/96)

<PAGE> 10

                                                                      ---------
                                                                          MIB
                                                                      ---------


                  GENERAL AMERICAN LIFE INSURANCE COMPANY

                             ST. LOUIS, MISSOURI

             AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION

I authorize General American Life Insurance Company, its agents, employees,
reinsurers, insurance support organizations and other representatives to
obtain information about me in order to evaluate this application. This
information may be about: (a) age; (b) medical history, condition and care;
(c) physical and mental health; (d) occupation; (e) income; (f) avocations;
(g) driving record; (h) other personal characteristics; and (i) other
insurance. It includes information about the use of alcohol, drugs and
tobacco.

I authorize any physician, health care professional, hospital, clinic, medical
facility, the Veterans Administration, the MIB, Inc., employer, consumer
reporting agency or other insurance company, to release information about me
to General American Life Insurance Company on receipt of this Authorization.
I also authorize all said sources, except MIB, Inc., to give such records or
knowledge to any agency or representative employed by General American Life
Insurance company to collect and transmit such information. General American
Life Insurance Company or its representative(s) may also release this
information about me to its reinsurer, to the MIB, Inc., or to another
insurance company to whom I have applied or to whom a claim has been made.
No other release may be made except as allowed by law or as I further
authorize.

This form is valud for 30 months from the date it is signed. I have received
the Notice of Information Practices, which includes the Medical Information
Bureau and Fair Credit Reporting Act notices. I authorize General American
Life Insurance Company to obtain an investigative consumer report on me.

A photographic copy of this is as valid as the original. I have the right to
receive a copy of this if I ask for it.

- -------------------------------------     ------------------------------------
Date                                              Print Name of Insured
                                          X
- -------------------------------------     ------------------------------------
Witness                                           SIGNATURE OF INSURED


                      Send Authorization to Home Office




939424
(9/96)

<PAGE> 11

- -------------------------------------------------------------------------------
                     SOLICITING AGENT'S CERTIFICATE                       SAC
- -------------------------------------------------------------------------------

1. / / To the best of my knowledge, this is a replacement.
         (Complete and submit required papers.)

   / / To the best of my knowledge, this is not a replacement.

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

2.  (a)  Did you deliver "Notice of Information Practices" and the explanation
         of the Medical Information Bureau to the Insured?      / / Yes  / / No

    (b)  Did you deliver the current Prospectus and were all of the written
         sales materials used printed by General American Life Insurance
         Company?                                               / / Yes  / / No
         (For FPVL only)

    (c)  Do you believe that the policy applied for is a suitable purchase
         for the applicant under the policy?                    / / Yes  / / No
         (For FPVL only)

                        X
                        ---------------------------------------
                              SIGNATURE OF SOLICITING AGENT
- -------------------------------------------------------------------------------
3. (a) Names and Codes of Agents to be credited with production. Include
       percentage split. If not yet appointed or licensed in the jurisdiction
       where this application was signed - do not sign.

      _________ %   Agent ____________________   Code ____________________

      _________ %   Agent ____________________   Code ____________________

      _________ %   Agent ____________________   Code ____________________

      _________ %   Agent ____________________   Code ____________________

- -------------------------------------------------------------------------------
   (b) Annualized commission    / / Yes  / / No


                        X
                        ---------------------------------------
                              SIGNATURE OF GENERAL AGENT
                               (MUST BE SIGNED IF "YES")
- -------------------------------------------------------------------------------
4. Purpose of Sale:        / /  Estate Planning
                           / /  Tax Purposes
                           / /  Family Protection
                           / /  Retirement
                           / /  Key Man
- -------------------------------------------------------------------------------
ATTACH AGENT LABEL ONLY FOR AGENT TO BE CREDITED WITH PRODUCTION

- -  DO NOT ATTACH ADDITIONAL AGENT OR GENERAL AGENT LABELS UNLESS IT IS YOUR
   INTENTION TO SPLIT COMMISIONS.

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


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



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


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

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

939424
(9/96)

</TABLE>

<PAGE> 1

            APPLICATION                                                [LOGO]
                FOR
             INSURANCE
         (Simplified Issue)


          GENERAL AMERICAN

        ST. LOUIS, MISSOURI




936524
(9/96)              This form must be used in Missouri.

<PAGE> 2

       THESE NOTICES MUST BE DETACHED AND GIVEN TO THE PROPOSED INSURED.
       -----------------------------------------------------------------


                  NOTICE OF INSURANCE INFORMATION PRACTICES

Thank you for your application to General American Life Insurance Company.
Some personal information was furnished by you in this application. We may need
to obtain additional information from other sources. We may call you from our
Home Office in St. Louis to confirm or add to this information. The questions
asked during the phone interview will be detailed so you may want to have
records available about your income and health history. To see if you qualify
for the insurance policy applied for, we need this information about you. The
Authorization you signed on the application will allow us to obtain information
and to share it with others when necessary. No unnecessary disclosures will be
made and all information we receive will be treated as confidential by us and
our reinsurers. However, in some cases it may be necessary to disclose
information to others, such as your doctor or insurance regulators, without
your prior consent.

You have the right to review and correct this information. You also have
the right to get a copy of any investigative consumer report which is done.
If an investigative consumer report is requested from a consumer reporting
agency, such a report contains information about your character, general
reputation, personal characteristics, mode of living and health. The
information may be obtained through interviews with you, your neighbors,
friends and others who know you. On request from you, we will tell you
whether or not such a report was done. We will give you the name and address
of the agency so that you may request a copy of the report.

If you want to know more about our practices and your rights, a full notice can
be obtained from the Director of our Individual Operations, New Business
Administration, General American Life Insurance Company, 13045 Tesson Ferry
Rd., St. Louis, MO 63128.



                     MEDICAL INFORMATION BUREAU NOTICE

We or our reinsurers may make a brief report to the Medical Information
Bureau, Inc. (MIB, Inc.). This is a non-profit membership organization of
life insurance companies which operates as an information exchange on behalf
of its members. MIB, Inc. will give a member company information in its file
when: (1) you apply or submit a claim to that company for life or health
insurance, and (2) that company has your signed authorization.

MIB, Inc. will give you information from your file on receipt of a request
from you. Medical information will be disclosed only to a medical professional
of your choice. Under the provisions of the Fair Credit Reporting Act, you
may question the accuracy of information in the file and seek a correction by
contacting the Bureau's information office at P.O. Box 105, Essex Station,
Boston, MA 02112, telephone number (617) 426-3660.



936524
(9/96)

<PAGE> 3                                                                001110

                             CONDITIONAL RECEIPT
                             -------------------

No insurance will become effective prior to policy delivery until each and
- --------------------------------------------------------------------------
every condition contained in this receipt is met. No agent or broker of the
- ---------------------------------------------------------------------------
company is authorized to alter or waive any of the following conditions:
- ------------------------------------------------------------------------

Received from ____________________________ this __________ day of ____________,
19 _____, the sum of $ ______________ in connection with the application for
Life Insurance with General American Life Insurance Company.

The conditions under which insurance, for which the above payment is intended,
may become effective prior to policy delivery, are as follows:

1.    Our underwriters must formally determine that the Proposed Insured was,
      on the Effective Date as defined later, a risk acceptable to the Company
      under its rules, standards and practices for the exact plan and amount of
      insurance and for all supplemental riders (i.e., the policy) applied for
      and at least standard premium rates, without any modification.
2.    The amount of the payment taken with the application must be equal to the
      amount of the full first premium according to the mode of premium payment
      selected. This Conditional Receipt must be given at the same time.
      (Checks must be paid the first time presented.)

If each and every one of the above conditions shall have been fulfilled, then
the insurance as provided by the terms and conditions of the policy applied for
will become effective prior to policy delivery. The total amount of insurance
(life insurance and accidental death benefits) which may become effective
prior to policy delivery shall not exceed $500,000 or the amount applied for,
whichever is less. This maximum amount will be reduced by any other life and
accidental death insurance in force with us. However, the minimum amount will
either be the amount applied for or $25,000, whichever is less.

"Effective Date" as used in this receipt means the later of (a) the date the
application is signed, (b) the date of completion of all medical examinations,
if required, and (c) the Policy Issue Date.

If one or more of the conditions is not met, the liability of the Company will
be limited to the return of the sum received, with interest.

Insurance under this Receipt will terminate when a policy is issued by us, the
date we formally determine not to offer any policy, or on the 60th day after the
date of this receipt, whichever is earliest.

"ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY: DO NOT MAKE CHECK
PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK".

Signature of Agent ____________________________________________________________
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

              AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION

I authorize General American, its agents, employees, reinsurers, insurance
support organizations and their representatives to obtain information about
me to evaluate this application. This information may be about: (a) age;
(b) medical history, condition and care; (c) physical and mental health;
(d) occupation; (e) income; (f) avocations; (g) driving record; (h) other
personal characteristics; and (i) other insurance. It includes the use of
alcohol, drugs and tobacco.
I authorize any physician, health care professional, hospital, clinic, medical
facility, the Veterans Administration, the MIB, Inc., employer, consumer
reporting agency or other insurance company, to release information about me
to General American on receipt of this Authorization. I also authorize all
said sources, except MIB, Inc., to give such records or knowledge to any
agency or representative employed by General American to collect and transmit
such information. General American or its representative(s) may also release
this information about me to its reinsurer, to the MIB, Inc., or to another
insurance company to whom I have applied or to whom a claim has been made.
No other release may be made except as allowed by law or as I further
authorize.
This form is valid for 30 months from the date it is signed. I have received
the Notice of Information Practices, which includes the Medical Information
Bureau and Fair Credit Reporting Act notices. I authorize General American
to obtain an investigative consumer report on me.
A photographic copy of this is as valid as the original. I have the right
to receive a copy of this if I ask for it.


                                     X
                                     -----------------------------------------
                                     Signature of Proposed Insured - Parent or
                                     Guardian if Proposed Insured under age 15

936524
(9/96)

<PAGE> 4                                                                001110

                             CONDITIONAL RECEIPT
                             -------------------

No insurance will become effective prior to policy delivery until each and
- --------------------------------------------------------------------------
every condition contained in this receipt is met. No agent or broker of the
- ---------------------------------------------------------------------------
company is authorized to alter or waive any of the following conditions:
- ------------------------------------------------------------------------

Received from ____________________________ this __________ day of ____________,
19 _____, the sum of $ ______________ in connection with the application for
Life Insurance with General American Life Insurance Company.

The conditions under which insurance, for which the above payment is intended,
may become effective prior to policy delivery, are as follows:

1.    Our underwriters must formally determine that the Proposed Insured was,
      on the Effective Date as defined later, a risk acceptable to the Company
      under its rules, standards and practices for the exact plan and amount of
      insurance and for all supplemental riders (i.e., the policy) applied for
      and at least standard premium rates, without any modification.
2.    The amount of the payment taken with the application must be equal to the
      amount of the full first premium according to the mode of premium payment
      selected. This Conditional Receipt must be given at the same time.
      (Checks must be paid the first time presented.)

If each and every one of the above conditions shall have been fulfilled, then
the insurance as provided by the terms and conditions of the policy applied for
will become effective prior to policy delivery. The total amount of insurance
(life insurance and accidental death benefits) which may become effective
prior to policy delivery shall not exceed $500,000 or the amount applied for,
whichever is less. This maximum amount will be reduced by any other life and
accidental death insurance in force with us. However, the minimum amount will
either be the amount applied for or $25,000, whichever is less.

"Effective Date" as used in this receipt means the later of (a) the date the
application is signed, (b) the date of completion of all medical examinations,
if required, and (c) the Policy Issue Date.

If one or more of the conditions is not met, the liability of the Company will
be limited to the return of the sum received, with interest.

Insurance under this Receipt will terminate when a policy is issued by us, the
date we formally determine not to offer any policy, or on the 60th day after the
date of this receipt, whichever is earliest.

"ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY: DO NOT MAKE CHECK
PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK".

Signature of Agent ____________________________________________________________
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

              AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION

I authorize General American, its agents, employees, reinsurers, insurance
support organizations and their representatives to obtain information about
me to evaluate this application. This information may be about: (a) age;
(b) medical history, condition and care; (c) physical and mental health;
(d) occupation; (e) income; (f) avocations; (g) driving record; (h) other
personal characteristics; and (i) other insurance. It includes the use of
alcohol, drugs and tobacco.
I authorize any physician, health care professional, hospital, clinic, medical
facility, the Veterans Administration, the MIB, Inc., employer, consumer
reporting agency or other insurance company, to release information about me
to General American on receipt of this Authorization. I also authorize all
said sources, except MIB, Inc., to give such records or knowledge to any
agency or representative employed by General American to collect and transmit
such information. General American or its representative(s) may also release
this information about me to its reinsurer, to the MIB, Inc., or to another
insurance company to whom I have applied or to whom a claim has been made.
No other release may be made except as allowed by law or as I further
authorize.
This form is valid for 30 months from the date it is signed. I have received
the Notice of Information Practices, which includes the Medical Information
Bureau and Fair Credit Reporting Act notices. I authorize General American
to obtain an investigative consumer report on me.
A photographic copy of this is as valid as the original. I have the right
to receive a copy of this if I ask for it.


                                     X
                                     -----------------------------------------
                                     Signature of Proposed Insured - Parent or
                                     Guardian if Proposed Insured under age 15


                          Proposed Insured's Copy


936524
(9/96)                                                                  001110

<PAGE> 5

                                     [LOGO]


1.   Amount if any paid in cash in exchange for the Conditional Receipt
     with the same number as this application. $ ___________________
- -------------------------------------------------------------------------------
2.   (a) Name of Proposed Insured (Print Last, First, Middle)

     (b) / / Male                    (c) Social Security No.
         / / Female                  (Required for IRS Tax Code Compliance)

- -------------------------------------------------------------------------------
     (d) Date of  Mo.  Day  Yr.    (e) Age Nearest     (f) Birthplace
         Birth:                        Birthday
- -------------------------------------------------------------------------------
     (g) Residence Address: Number & Street, or RFD    City    State    Zip

         Area             Home Phone No.

- -------------------------------------------------------------------------------
3.   (a) Name of Employer                       (b) Occupation

- -------------------------------------------------------------------------------
     (c) Business Address: Number & Street, or RFD     City    State    Zip

         Area             Bus. Phone No.

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

4.   (a) Plan of Insurance:              (c) Benefits:    WP      ADB
- -------------------------------------------------------------------------------

     (b) Amount $                        (d) Riders:
- -------------------------------------------------------------------------------
5.   (a) Premiums Payable or Planned Periodic Mode:
     / / List Billing  / / Pre-Auth Check  / / Payroll Ded.
     Non-Trad. Billing Prem. $ ______________________.
         / / Minimum   / / Other
     / / ANN  / / SA  / / QR  / / MO  / / Single Premium
     List Billing Number (if adding to an existing List Billing) ______________
     (b) Send Premium Notices to: / / Residence  / / Business
     / / Other_________________________________________________________________
                                        Name
         ______________________________________________________________________
                                      Address
- -------------------------------------------------------------------------------
6.   Dividend Option (if eligible):
     / / Pd. Up Adds.        / / Accumulation
     / / Redn. of Prem.      / / Cash
     / / Incr. Cash Value (Non-Trad. only)
     If no option is selected, the Automatic option for Trad. is
     Pd. Up Addns. and for Non-Trad. is Incr. Cash Value
- -------------------------------------------------------------------------------
7.   Automatic Premium Payment election:
     (Trad. only)
     / / Use Dividend Accumulations
     / / Use Loan Value
     / / Use both Dividend Accumulations
         and Loan Value
     / / Use Neither
- -------------------------------------------------------------------------------
8.   Beneficiary of Death Benefit. (Print full name, address, telephone
     number and relationship of each to Proposed Insured)
     (a)  Primary Class (will receive payment first, if living and not
          disqualified)

     --------------------------------------------------------------------------
     (b)  Contingent Class (will receive payment only if living and not
          disqualified and if no primary beneficiary receives payment)

- -------------------------------------------------------------------------------
9.   Original Owner of Policy will be: (Print full name, address, telephone
     number, date of birth, relationship of each to Proposed Insured and Social
     Security Number or Tax Identification Number.)

     / / Proposed Insured
     / / Other:
- -------------------------------------------------------------------------------
10.   Will any life insurance or annuities be discontinued or changed if this
      policy is issued?
      If "Yes," what is the paid to date of the coverage being
      replaced:                                                 / / Yes / / No
      (Complete and submit required replacement papers.)
- -------------------------------------------------------------------------------
11.   Will the coverage to be replaced be terminated on the Premium Due Date(s)
      upon acceptance of a policy issued as a result of this
      application?                                              / / Yes / / No
- -------------------------------------------------------------------------------
12.   Have you ever been postponed, rated or offered a policy different than
      that applied for? (If "Yes," give details in #14.)        / / Yes / / No
- -------------------------------------------------------------------------------
13.   In the past five years have you been in a motor vehicle accident or
      charged with a moving violation of any motor vehicle law or had your
      license restricted or revoked?                            / / Yes / / No
      (If "Yes," please give details including date(s) and your driver's
      license number in #14.)
- -------------------------------------------------------------------------------



936524
(9/96)                                                                  001110

<PAGE> 6

- -------------------------------------------------------------------------------
14.  EXPLANATIONS OR ADDITIONAL INSTRUCTIONS

- -------------------------------------------------------------------------------
15.   FOR HOME OFFICE ENDORSEMENT ONLY.
      (Not applicable in Maryland, Minnesota,
      Pennsylvania, New Hampshire, or West Virginia.)

- -------------------------------------------------------------------------------
16.   (a)  Name and address of your personal physician. If none, check / /
           Name ________________________ Street #________________________
           City, State & Zip Code _________________ Phone # ______________
      (b)  Date and reason last consulted?  Date ___________ Reason ___________
      (c)  What treatment was given or medication prescribed?
- -------------------------------------------------------------------------------
17.   Height __________ ft. ________ in;    Weight __________ lbs.
- -------------------------------------------------------------------------------
18.   To the best of your knowledge, is your health impaired
      in any way?                                               / / Yes / / No
- -------------------------------------------------------------------------------
19.   Within the last ten years, from the date of this application,
      have you been treated for or had any known indication of:

      (a)  Heart attack, stroke, heart murmur, high blood pressure, chest pain,
           or other disorder of the heart or blood vessels?     / / Yes / / No

      (b)  Diabetes, kidney disease, cancer, or any other
           malignancy?                                          / / Yes / / No
- -------------------------------------------------------------------------------
20.   (a)  Have you ever been diagnosed by a member of the medical profession
           as having AIDS or any AIDS Related Complex?          / / Yes / / No

      (b)  Have you received treatment from a member of the medical profession
           for AIDS or any AIDS Related Complex?                / / Yes / / No
- -------------------------------------------------------------------------------
21.   Have you within the past 5 years consulted any physician or other medical
      practitioner for advice, treatment, examination or
      surgery?                                                  / / Yes / / No
- -------------------------------------------------------------------------------
22.   Do you currently use tobacco in any form?                 / / Yes / / No
      Have you used tobacco in any form in the last 5 years?    / / Yes / / No

      If yes, in what form? _______________  How often? ________________

      If discontinued, when? ______________  why? ______________________
- -------------------------------------------------------------------------------
DETAILS of answers. (IDENTIFY QUESTION NUMBER, CIRCLE APPLICABLE ITEMS:
Include diagnoses, dates, duration and names and addresses of all attending
physicians and medical facilities.)



- -------------------------------------------------------------------------------
All the statements contained on this application are correct and true to the
best of my knowledge and belief. I agree that this application, any required
medical examination and any supplement or amendment to either will be part of
the policy issued. I further agree that, except as provided in the Conditional
Receipt, no insurance will take effect unless and until the policy has been
received and accepted by me and the first full premium paid during my lifetime
and continued insurability.

CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY THAT:

(1)   THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION
      NUMBER (OR, IF NO NUMBER IF SHOWN, I AM WAITING FOR A NUMBER TO BE
      ISSUED TO ME); AND

(2)   I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE I HAVE NOT BEEN
      NOTIFIED BY THE INTERNAL REVENUE SERVICE (IRS) THAT I AM SUBJECT TO
      BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR
      DIVIDENDS, OR THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO
      BACKUP WITHHOLDING.

PLEASE NOTE: YOU MUST CROSS OUT AND INITIAL #2 ABOVE IF YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING
BECAUSE OF UNDER-REPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN.

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION
OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.

Dated at ________________________________   ___________________________________
                                            (Print name of Proposed Insured)
this ________ day of ____________________
                                            X
Witnessed by ____________________________   ___________________________________
             (Signature of Licensed Agent)  (Signature of Proposed Insured -
                                            Parent or Guardian if Proposed
                                            Insured under age 15)

                                            ___________________________________
                                            (Signature of Owner, if other
                                            than Proposed Insured)

936524
(9/96)            COMPLETE SOLICITING AGENT'S CERTIFICATION
                  -----------------------------------------             001110

<PAGE> 7

VUL SUPPLEMENT TO APPLICATION NO. ___________________________________


                       INFORMATION FOR VUL PRODUCTS

IF VUL PRODUCT APPLIED FOR, THESE QUESTIONS MUST BE ANSWERED:
- -------------------------------------------------------------

1.   Annual Salary from Occupation: $ ___________________

2.   Total Annual Income from All Sources: $ _____________________

3.   Net Worth $ ______________________

4.   Net Premium Allocation: (0 or minimum of 5%. Percentages must be
     in whole numbers and total 100%.)

         General American Capital Company:

         / / Money Market Fund        ________________  %

         / / S & P 500 Index Fund     ________________  %

         / / Bond Index Fund          ________________  %

         / / Managed Equity Fund      ________________  %

         / / Asset Allocation Fund    ________________  %

         / / International Index Fund ________________  %

         / / Mid-Cap Equity Fund      ________________  %

         / / Small-Cap Equity Fund    ________________  %

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

         Van Eck Worldwide Insurance Trust:
         / / Worldwide Hard           ________________  %
             Assets Fund

         Fidelity's VIP & VIP II Funds:

         / / Equity-Income Portfolio  ________________  %

         / / Growth Portfolio         ________________  %

         / / Overseas Portfolio       ________________  %

         / / High Income Portfolio    ________________  %

         / / Asset Manager Portfolio  ________________  %

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

         / / Other ________________   ________________  %

         / / Other ________________   ________________  %

         / / General Account          ________________  %

       ==================================================
       TOTAL ALLOCATION               _________________ %

5.   Suitability Information:
     (a)  Have you received a prospectus for the policy applied for?
                                                                / / Yes  / / No
              Date of Prospectus ___________

              Date of any supplement ___________

     (b)  Do you understand that:
          The death benefit and cash surrender value will increase or decrease
          depending on investment experience,                   / / Yes / / No
          AND
          There is no guaranteed minimum death benefit or cash
          surrender value?                                      / / Yes  / / No

     (c) Do you believe that the policy applied for meets your insurance
         objectives and your anticipated financial needs?       / / Yes  / / No

     / /  I REQUEST A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR THE
          FOLLOWING INVESTMENT COMPANY(IES):
          _____________________________________________________________________

          _____________________________________________________________________

          _____________________________________________________________________


Dated at ________________________________   ___________________________________
                                            (Print name of Proposed Insured)
this ________ day of ____________________
                                            X
Witnessed by ____________________________   ___________________________________
             (Signature of Licensed Agent)  (Signature of Proposed Insured -
                                            Parent or Guardian if Proposed
                                            Insured under age 15)

                                            ___________________________________
                                            (Signature of Owner, if other
                                            than Proposed Insured)

936524
(9/96)            COMPLETE SOLICITING AGENT'S CERTIFICATION
                  -----------------------------------------

<PAGE> 8                                                                001110

                           SOLICITING AGENT CERTIFICATION
                           ------------------------------


1.   Did you deliver "Notice of Insurance Information Practices" and
     explanation of Medical Information Bureau to the Proposed
     Insured?                                                   / / Yes / / No

2.   To the best of your knowledge is the insurance applied for a replacement
     of other insurance or annuities? (If "Yes," complete and submit required
     papers.)                                                   / / Yes / / No

3.   FOR VUL APPLICATIONS ONLY:
     --------------------------
     (a)  Did you deliver the current Prospectus and were all of the written
          sales materials used printed by General American Life Insurance
          Company?                                              / / Yes / / No

     (b)  Do you believe that the policy applied for is a suitable purchase
          for the applicant under the policy?                   / / Yes / / No


                                            ___________________________________
                                            (Signature of Soliciting Agent)

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

     Names and Codes of Agents to be credited with
     production. If not yet appointed-do not sign.

     Agent ________________________________________
     Agent ________________________________________
     Agent ________________________________________
     Agent ________________________________________

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

     Annualized commission requested          / / Yes / / No



     _______________________________________________________
     Signature of General Agent

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

      ATTACH AGENT LABEL ONLY FOR AGENT TO BE CREDITED WITH PRODUCTION
        DO NOT ATTACH ADDITIONAL AGENT OR GENERAL AGENT LABELS UNLESS
                  IT IS YOUR INTENTION TO SPLIT COMMISSIONS.


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


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



936524
(9/96)                                                                  001110


<PAGE> 1

                                   GENERAL
                                   AMERICAN

                            LIFE INSURANCE COMPANY
                          ST. LOUIS, MISSOURI 63166


                        GUARANTEED ISSUE APPLICATION

- -------------------------------------------------------------------------------
  1. (a) Name of Proposed Insured (Print Last, First, MI)


     (b) ___ Male                  (c)  Soc. Sec. #     (d)  Date of Birth:
         ___ Female
- -------------------------------------------------------------------------------
     (e) Residence Address:  Number & Street, or RFD  City  State  Zip


           Area    Home Phone No.

- -------------------------------------------------------------------------------
  2. (a) Name of Employer/Premium Payor          (b) Occupation

- -------------------------------------------------------------------------------
     (c) Business Address:  Number & Street, or RFD  City  State  Zip


            Area   Bus. Phone No.

- -------------------------------------------------------------------------------
  3. (a) Plan of Ins/Rider        (b) Amount $        (c) Effective Date
                                                          of Coverage
- -------------------------------------------------------------------------------
  4. Premiums are paid Annually. (Add to existing List Billing #____________)

     Premium notices will be sent to the Employer/Premium Payor.
- -------------------------------------------------------------------------------
  5. Dividend Option, if eligible, is:
- -------------------------------------------------------------------------------
  6. (a) Have you been actively at work on a continuous full-time basis during
         the last 90 days (other than vacation, normal non-working days and
         other absences not totaling more than five days)?       ___ Yes ___ No

     (b) Have you used any form of tobacco within the last year? ___ Yes ___ No

- -------------------------------------------------------------------------------
  7. Beneficiary of Death Benefit.
     (Print full name, address, telephone number, and relationship of each
     beneficiary to Proposed Insured):
     (a) Primary Class (will receive payment first, if living and not
         disqualified):

- -------------------------------------------------------------------------------
     (b) Contingent Class (will receive payment only if living and not
         disqualified and if no primary beneficiary receives payment)
         (Print full name, address, telephone number, and relationship
         of each beneficiary to Proposed Insured):

- -------------------------------------------------------------------------------
  8. Original Owner of Policy. (Print full name, address, telephone number,
     date of birth, Social Security Number or Tax Identification Number and
     relationship of each Owner to Proposed Insured.):

     ___ Proposed Insured

     ___ Other:
- -------------------------------------------------------------------------------
  9. Original Owner: Will any life insurance or annuities be discontinued or
     changed if this policy is issued?                           ___ Yes ___ No
     If "Yes," what is the paid to date of the coverage being replaced?
- -------------------------------------------------------------------------------
 10. EXPLANATIONS OR ADDITIONAL INSTRUCTIONS  11. FOR HOME OFFICE ENDORSEMENT
                                                  ONLY. (Not applicable in
                                                  Kentucky, Maryland, Minnesota,
                                                  Pennsylvania, New Hampshire,
                                                  West Virginia or Wisconsin.)
- -------------------------------------------------------------------------------


9429
(9/96)

<PAGE> 2

If applying for the Adjustable Benefit Option Rider, I acknowledge that the
Employer, as premium payor, has the right to exercise the Adjustable Benefit
Option Rider based on my salary with such Employer and such Employer's benefit
structure.

All the statements contained on this application are correct and true to the
best of my knowledge and belief. I agree that this application and any
supplement or amendment to it will be part of the policy issued. I further
agree that no insurance will take effect unless and until the policy has been
received, accepted and the first full premium paid.

CERTIFICATION:  UNDER PENALTIES OF PERJURY, I CERTIFY THAT:

     (1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION
         NUMBER (OR, IF NO NUMBER IS SHOWN, I AM WAITING FOR A NUMBER TO BE
         ISSUED TO ME); AND

     (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE I HAVE NOT
         BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE (IRS) THAT I AM SUBJECT
         TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST
         OR DIVIDENDS, OR THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT
         TO BACKUP WITHHOLDING.

     PLEASE NOTE:  YOU MUST CROSS OUT AND INITIAL #2 ABOVE IF YOU HAVE BEEN
                   NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO
                   BACKUP WITHHOLDING BECAUSE OF UNDER-REPORTING INTEREST
                   OR DIVIDENDS ON YOUR TAX RETURN.

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.


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

- -----------------------------------    ----------------------------------------
  Print Name of Proposed Insured       Signature of Owner, if other than
                                       Proposed Insured
- -----------------------------------    ----------------------------------------

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


- -----------------------------------
Signature of Proposed Insured/Date
- -----------------------------------

                                       Dated at ______________________________

- -----------------------------------
  Signature of Employer/Applicant      this __________________day of _________.
   (Officer, other than insured,
           of business)

Agent: To the best of your knowledge is the insurance applied for intended to
replace any existing life insurance or annuities?  ___ Yes ___ No  (If Yes,
complete and submit required replacement papers.)


                                       ----------------------------------------
                                          Signature of Licensed Agent/Witness


                                       ----------------------------------------
                                              Signature of General Agent


9429
(9/96)


<PAGE> 1
Exhibit #5




The Board of Directors
General American Life Insurance Company:

                              Re:   "Variable Universal Life 98"


We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the Registration Statement and
Prospectus for General American Separate Account Eleven.  Our report on
the consolidated financial statements of General American Life Insurance
Company and subsidiaries refers to the adoption of Statement of Financial
Accounting Standards No. 120, Accounting and Reporting by Mutual Life
Insurance Enterprises and by Insurance Enterprises for Certain Long-Duration
Participating Contracts in 1996.


                              KPMG Peat Marwick LLP


St. Louis, Missouri
July 14, 1998


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