PRINCIPAL MUTUAL LIFE INSURANCE CO VARIABLE LIFE SEP ACCOUNT
S-6EL24, 1996-01-08
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                                                  Registration No.
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
- --------------------------------------------------------------------------------

                                    FORM S-6

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

        PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
                            (Exact Name of Depositor)

                                 711 High Street
                             Des Moines, Iowa 50309
               (Address of Depositor's Principal Executive Offices)

                               Michael D. Roughton
                     Principal Mutual Life Insurance Company
                                 711 High Street
                             Des Moines, Iowa 50309
                     (Name and address of agent for service)

               -------------------------------------------------------
               Telephone Number, Including Area Code: (515) 247-5111
               -------------------------------------------------------

                   Please send copies of all communications to

                              W. Randolph Thompson
                      Jorden, Burt, Berenson & Johnson LLP
                                 Suite 400 East
                       1025 Thomas Jefferson Street, N.W.
                            Washington, DC 20007-0805

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

Title and Amount of Securities:  PrinFlex Life Insurance Policy.  (Pursuant to 
Rule 24f-2 under the Investment Company Act of 1940, the Registrant elects to
register an indefinite amount of securities being registered.)

Amount of Filing Fee:   $500.00

Approximate date of proposed public offering:  As soon as practicable  after the
effective date of the Registration Statement.

Registrant  elects to be governed by  paragraph  (b)(13)(i)(A)  of Rule  6e-3(T)
under the Investment  Company Act of 1940 with Respect to the Policies described
in the Prospectus.

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

The Registrant hereby amends its Registration Statement under the Securities Act
of 1933 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 thereafter become effective in accordance
with  Section  8(a) of the  Securities  Act of 1933 or until  this  Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.


<PAGE>
                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                         VARIABLE LIFE SEPARATE ACCOUNT

                       Registration Statement on Form S-6
                              Cross Reference Sheet

    Items of
   Form N-8B-2               Captions in Prospectus

        1..............  Cover Page

        2..............  Cover Page

        3..............  Not Applicable

        4..............  Distribution of the Policy

        5..............  Principal Mutual Life Insurance Company Variable Life
                         Separate Account

        6(a)...........  Not Applicable

        6(b)...........  Not Applicable

        7..............  Not Required

        8..............  Not Required

        9..............  Legal Proceedings

        10(a)..........  Ownership, Beneficiaries, Assignment

        10(b)..........  Policy Values; Participating Policy

        10(c), 10(d)...  Summary (Transfers; Policy Loans; Total and Partial
                         Surrenders, Charges and Deductions; Maturity Proceeds;
                         Death Benefits and Proceeds, Termination and
                         Reinstatement; Policy "Free Look"); Policy "Free Look,"
                         Values Transfers; Policy Loans; Total and Partial
                         Surrenders); Death Benefits and Rights; Charges and
                         Deductions (Transaction Charge, Surrender Charge)
                         Policy Termination  and Reinstatement

        10(e)..........  Summary (Termination and Reinstatement); Policy
                         Termination and Reinstatement; Registration Statement

        10(f)..........  Other Matters (Voting Rights)

        10(g)(1),
        10(g)(2),
        10(h)(1),
        10(h)(2).......  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion or Substitution of Investments; The
                         Contract)

        10(g)(3),
        10(g)(4),
        10(h)(3),
        10(h)(4).......  Not Applicable

        10(i)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account, Values and Policy Features While the
                         Policy is in Force; Death Benefits and Rights;
                         General Provisions (Addition, Deletion or Substitution
                         of Investments; Optional Insurance Benefits; Policy
                         Proceeds); Federal Tax Matters

        11.............  Principal Mutual Life Insurance Company Variable Life
                         Separate Account (Separate Account Divisions); General
                         Provisions (Addition, Deletion or Substitution of
                         Investments)

        12(a)..........  Cover page

        12(b)..........  Not Applicable

        12(c)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account (Separate Account Divisions)

        12(d)..........  Distribution of the Policy

        12(e)..........  Not Applicable

        13(a)..........  Summary (Charges and Deductions); Principal Mutual Life
                         Insurance Company Variable Life Separate Account;
                         Charges and Deductions; Distribution of the Policy

        13(b), 13(c),
        13(d), 13(e),
        13(f), 13(g)...  Not Applicable

        14.............  Distribution of the Policy

        15.............  Summary (Premiums); Purchasing a Policy

        16.............  Summary (The Policy); Principal Mutual Life Insurance
                         Company Variable Life Separate Account; Purchasing a
                         Policy (Allocation of Premiums);
                         Values and Policy Features While the Policy is in
                         Force; General Provisions (Addition, Deletion or
                         Substitution of Investments)

        17(a), 17(b),
        17(c)..........  Captions referenced under Items 10(c), 10(d), 10(e),
                         and 10(i) above

        18(a)..........  Summary (Policy Value); Values and Policy Features
                          While the Policy is in Force

        18(b)..........  Not Applicable

        18(c)..........  Values and Policy Features While the Policy is in Force

        18(d)..........  Not Applicable

        19.............  Other Matters (Voting Rights; Statement of Values)

        20(a), 20(b)...  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion or Substitution of Investments); Other Matters
                         (Voting Rights)

        20(c), 20(d),
        20(e), 20(f)...  Not Applicable

        21(a), 21(b)...  Summary (Policy Loans); Values and Policy Features
                         While the Policy is in Force (Policy Loans)

        21(c)..........  Not Applicable

        22.............  General Provisions (The Contract; Incontestability)

        23.............  Not Applicable

        24.............  Charges and Deductions (Special Provisions for Group or
                         Sponsored Arrangements)

        25.............  Description of Principal Mutual Life Insurance Company

        26.............  Not Applicable

        27.............  Description of Principal Mutual Life Insurance Company

        28.............  Officers and Directors of Principal Mutual Life
                         Insurance Company

        29.............  Description of Principal Mutual Life Insurance Company

        30.............  Not Applicable

        31.............  Not Applicable

        32.............  Not Applicable

        33.............  Not Applicable

        34.............  Not Applicable

        35.............  Description of Principal Mutual Life Insurance Company

        36.............  Not Applicable

        37.............  Not Applicable

        38(a), 38(b),
        38(c)..........  Distribution of the Policy

        39(a), 39(b)...  Distribution of the Policy

        40.............  Not Applicable

        41(a)..........  Distribution of the Policy

        41(b), 41(c)...  Not Applicable

        42.............  Not Applicable

        43.............  Not Applicable

        44(a), 44(b),
        44(c)..........  Summary (Policy Value; Transfers; Policy Loans; Total
                         and Partial Surrenders, Termination and Reinstatement;
                         Policy "Free-Look"); Principal Mutual Life Insurance
                         Company Variable Life Separate Account; Values
                         and Policy Features while the Policy is in Force
                         (Policy Values; Transfers; Policy Loans; Total and
                         Partial Surrender) Charges and Deductions

        45.............  Not Applicable

        46(a)..........  Captions referenced under items 44(a) above

        46(b)..........  Not Applicable

        47.............  Not Applicable

        48.............  Not Applicable

        49.............  Not Applicable

        50.............  Not Applicable

        51(a) - (j)....  Description of Principal Mutual Life Insurance Company;
                         Principal Mutual Life Insurance Company Variable Life
                         Separate Account; Purchasing a Policy; Policy
                         Termination and Reinstatement; General Provisions;
                         Distribution of the Policy

        52(a)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion or Substitution of Investments)

        52(b)..........  Not Applicable

        52(c)..........  Captions referenced in 10(g) and 10(h) above

        52(d)..........  Not Applicable

        53(a)..........  Summary (Tax Consequences of the Policy); Federal Tax
                         Matters

        53(b)..........  Not Applicable
        54.............  Not Applicable

        55.............  Not Applicable

        56.............  Not Applicable

        57.............  Not Applicable

        58.............  Not Applicable

        59.............  Not Applicable

<PAGE>
                     Prospectus Dated ________________, 1996


    PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
 PrinFlex(R) LIFE -- FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

    "PrinFlex(R)  Life," the flexible premium variable  universal life insurance
policy  (the  "Policy"  or the  "Policies")  offered by  Principal  Mutual  Life
Insurance  Company  ("Company")  and described in this Prospectus is designed to
provide lifetime insurance protection and maximum flexibility in connection with
premium payments and death benefits.  A policyowner may, within limits, vary the
frequency  and amount of premium  payments  and  increase or  decrease  the face
amount of the life insurance benefit under the Policy. This flexibility allows a
policyowner  to  provide  for  changing  life  insurance  needs  within a single
insurance policy.

     The Policy  provides : (1) a death  benefit upon the insured's  death;  (2)
policy  loans;  and (3) a net surrender  value  accessible by a partial or total
surrender of the Policy.

     Policy  values  may be  accumulated  on a  fixed  basis  or vary  with  the
investment  performance  of the division of the Principal  Mutual Life Insurance
Company Variable Life Separate Account to which the policyowner allocates Policy
values. Each division invests in a corresponding open-end, management investment
company,  or a  separate  investment  portfolio  thereof  ("Mutual  Fund").  The
accompanying  prospectuses  describe the investment objectives and the attendant
risks of the Mutual Funds  currently  offered as  investment  choices  under the
Policy: Principal Aggressive Growth Fund, Inc., Principal Asset Allocation Fund,
Inc.,  Principal  Balanced  Fund,  Inc.,  Principal Bond Fund,  Inc.,  Principal
Capital Accumulation Fund, Inc., Principal Emerging Growth Fund, Inc., Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc., Principal Money
Market Fund,  Inc., and Principal World Fund, Inc.  ("Principal  Mutual Funds"),
Fidelity Variable  Insurance  Products  Fund-Contrafund,  Equity Income and High
Income Portfolios  ("Fidelity  ContraFund  Portfolio,"  "Fidelity  Equity-Income
Portfolio" and Fidelity High Income Portfolio," respectively).

    Prospective  purchasers  of this  Policy are  advised  that  replacement  of
existing insurance coverage may not be financially advantageous.  It may also be
disadvantageous  to purchase a Policy as a means to obtain additional  insurance
protection if the purchaser already owns a flexible premium  universal  variable
life insurance policy.

    Please read this  prospectus  carefully and retain it for future  reference.
This  Prospectus  is  valid  only if  accompanied  or  preceded  by the  current
prospectuses  for the Fidelity  Insurance  Products  Fund and  Principal  Mutual
Funds.


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

                                TABLE OF CONTENTS

GLOSSARY OF SPECIAL TERMS ...................... 4

SUMMARY ........................................ 5

    The Policy.................................. 5

    Premiums.................................... 6

    Policy Value................................ 6

    Transfers................................... 6

    Policy Loans................................ 6

    Total and Partial Surrenders.................7

    Charges and Deductions ..................... 7

    Maturity Proceeds........................... 7

    Death Benefit and Proceeds.................. 8

    Adjustment Options.......................... 8

    Termination and Reinstatement............... 8

    Policy "Free Look".......................... 9

    Distribution of the Policy.................. 9

    Tax Consequences of the Policy.............. 9

DESCRIPTION OF PRINCIPAL MUTUAL
LIFE INSURANCE COMPANY .........................10

PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY VARIABLE LIFE SEPARATE
ACCOUNT........................................ 10

    Separate Account Divisions..................11

PURCHASING A POLICY.............................12

    Purchase Procedures.........................12

    Payment of Premiums.........................13

    Premium Limitations.........................13

    Allocation of Premiums......................13

    Policy "Free Look"..........................14

VALUES AND POLICY FEATURES WHILE
    THE POLICY IS IN FORCE......................14

    Policy Values...............................14

    Transfers...................................15

    Policy Loans................................16

    Total and Partial  Surrenders...............16

DEATH BENEFITS AND RIGHTS.......................17

    Death Proceeds..............................17

    Death Benefit...............................17

    Applicable Percentage.......................17

    Change in Death Benefit Option..............18

    Adjustment Options..........................18

CHARGES AND DEDUCTIONS..........................19

    Premium Expense Charge......................20

    Monthly Policy Charge.......................20

    Transaction Charge..........................21

    Surrender Charge............................21

    Other Charges...............................22

    Special Provisions for Group or Sponsored
    Arrangements................................22

THE FIXED ACCOUNT...............................22

POLICY TERMINATION AND REINSTATEMENT............23

    Policy Termination..........................23

    Reinstatement...............................24

OTHER MATTERS...................................24

    Voting Rights...............................24

    Statement of Value..........................25

    Service Available by Telephone..............25

GENERAL PROVISIONS..............................25

    Addition, Deletion, or Substitution of
    Investments.................................25

    Optional Insurance Benefits.................26

    The Contract................................29

    Incontestability............................29

    Misstatements...............................29

    Suicide.....................................29

    Ownership...................................29

    Beneficiaries...............................29

    Benefit Instructions........................30

    Postponement of Payments....................30

    Assignment..................................30

    Policy Proceeds.............................30

    Participating Policy........................31

    Right to Exchange Policy....................31

DISTRIBUTION OF THE POLICY......................31

OFFICERS AND DIRECTORS OF
PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY.........................................32

STATE REGULATION OF PRINCIPAL
MUTUAL LIFE INSURANCE COMPANY...................33

FEDERAL TAX MATTERS.............................33

    Tax Status of the Company and the Separate
    Account.....................................34

    Charges for Taxes...........................34

    Diversification Standards...................34

    Life Insurance Status of Policy.............34

    Modified Endowment Contract Status..........34

    Policy Surrenders and Partial Surrenders....35

    Policy Loans and Interest Deductions........35

    Corporate Alternative Minimum Tax...........36

    Exchange or Assignments of Policies.........36

    Withholding.................................36

    Taxation of Accelerated Death Benefits......36

    Other Tax Issues............................36

EMPLOYEE BENEFIT PLANS..........................36

LEGAL PROCEEDINGS...............................36

LEGAL OPINION...................................37

EXPERTS.........................................37

REGISTRATION STATEMENT..........................37

FINANCIAL STATEMENTS............................35

APPENDIX A - SAMPLE ILLUSTRATIONS OF
POLICY VALUES, SURRENDER VALUES AND
DEATH BENEFITS..................................38

APPENDIX B - TARGET PREMIUMS....................43

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
DOES NOT AUTHORIZE ANY  INFORMATION  OR  REPRESENTATIONS  REGARDING THE OFFERING
DESCRIBED IN THIS  PROSPECTUS  OTHER THAN AS CONTAINED IN THIS  PROSPECTUS,  THE
PROSPECTUSES  FOR THE  UNDERLYING  MUTUAL FUNDS OR THE  STATEMENTS OF ADDITIONAL
INFORMATION OF THESE FUNDS.

GLOSSARY OF SPECIAL TERMS

    Attained Age - The insured's  age on the birthday  preceding the last Policy
Anniversary.

     Business  Day - Any day  that  the New  York  Stock  Exchange  is open  for
trading, and trading is not restricted.

    Division  - A part of the  Separate  Account  to which Net  Premiums  may be
allocated  which  invests  in shares of a single  Mutual  Fund.  The value of an
investment in a Division is variable and is not guaranteed.

    Effective Date - The date on which all requirements for issuance of a Policy
have been satisfied.

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

    Fixed  Account - That part of Policy  Value that  reflects  the value in the
general account of the Company.

     General  Account - The assets of the Company other than those  allocated to
any of the Separate Accounts of the Company.

    Guideline Annual Premium - The level annual payment necessary to provide the
future benefit under a Policy, through maturity, based on the 1980 Commissioners
Standard Ordinary  Mortality Table, a 5% assumed interest rate, and the fees and
charges specified for a Policy.

    Internal Revenue Code - The Internal  Revenue Code of 1986, as amended,  and
regulations promulgated thereunder. Reference to the Internal Revenue Code means
such Internal  Revenue Code or the  corresponding  provisions of any  subsequent
revenue code and any regulations thereunder.

    Investment  Account - That part of the Policy Value that  reflects the value
in one of the Divisions of the Separate Account.

    Loan  Account  - That  part of the  Policy  Value  that  reflects  the value
transferred  from the Fixed  Account or  Separate  Account as  collateral  for a
policy loan.

    Maturity  Date  -  The  Policy  Anniversary  following  the  insured's  95th
birthday.

    Monthly  Date - The day of the  month  which  is the  same as the day of the
Policy Date. For example, if the Policy Date is June 10, 1997, the first Monthly
Date is July 10, 1997.

    Monthly Policy Charge - The amount  subtracted from the Policy Value on each
Monthly Date equal to the sum of the cost of insurance and  additional  benefits
provided by any rider plus the monthly  administration  charge and mortality and
expense risks charge in effect on the Monthly Date.

    Mutual Fund - A registered,  open-end,  management investment company , or a
separate  investment  portfolio  thereof,  in which a Division  of the  Separate
Account invests.

    Net Premium - The gross premium less the deductions for the Premium  Expense
Charge. It is the amount of premium allocated to the Fixed Account or Investment
Accounts.

    Net  Surrender  Value - The  Surrender  Value of the  Policy  reduced by any
unpaid loans and loan interest.

    Notice - Any form of  communication  received in the  Company's  home office
providing the  information  needed by the Company,  either in writing or another
manner approved in advance by the Company.

     Policy  Date - The  Policy  Date is the date from which  Monthly  Dates and
Policy Years and Anniversaries are determined.

    Policy  Value - (also  known  as the  Accumulated  Value)  is the sum of the
values in the Loan Account, Fixed Account and Investment Accounts.

    Policy Years and Anniversaries - The Policy Years and Anniversaries computed
from the Policy  Date.  Example:  If the Policy  Date is May 5, 1997,  the first
Policy Year ends on May 4, 1998 and the first Policy Anniversary falls on May 5,
1998.

    Premium Expense Charge - The charge deducted from premium  payments to cover
a sales charge, state premium taxes and federal taxes.

    Prorated  Basis - The proportion  that the value of a particular  Investment
Account or Fixed Account for a Policy bears to the total value of all Investment
Accounts and the Fixed Account for that Policy.

    Separate  Account - Principal  Mutual Life Insurance  Company  Variable Life
Separate  Account,  a  registered  Unit  investment  trust  with  Divisions  and
segregated assets, to which Net Premiums may be allocated to the Policy.

    Surrender  Charge - A charge  assessed  upon total  surrender of a Policy or
termination of a Policy when a Grace Period expires without  sufficient  premium
payment.

    Surrender Value - The Policy Value reduced by the Surrender Charge.

     Target  Premium - A premium amount used to measure the maximum sales charge
that is  included  as part of the  Premium  Expense  Charge  and any  applicable
contingent  deferred sales charge under a Policy.  Target Premiums are set forth
in Appendix  B. The  policyowner  will be advised of the Target  Premium for any
increase in face amount.

    Unit - The accounting measure used to calculate Division values.

    Valuation  Period - The  period  between  the time as of which the net asset
value of a Mutual  Fund is  determined  on one  business  day and the time as of
which that value is determined on the next following business day.

    Written  Request - Actual  delivery to the Company at its home office in Des
Moines,  Iowa,  of a written  notice or  request,  signed and  dated,  on a form
supplied or approved by the Company.

 SUMMARY

     THE FOLLOWING  SUMMARY IS INTENDED TO PROVIDE A GENERAL  DESCRIPTION OF THE
MOST IMPORTANT POLICY FEATURES.  IT IS NOT  COMPREHENSIVE  AND SHOULD BE READ IN
CONJUNCTION  WITH  THE  DETAILED   INFORMATION   APPEARING   ELSEWHERE  IN  THIS
PROSPECTUS.

The Policy

    The Policy is  designed to provide a  policyowner  with  lifetime  insurance
protection  and  flexibility  in  connection  with the amount and  frequency  of
premium  payments and the amount of life  insurance  proceeds  payable under the
Policy. A policyowner may,  subject to certain  limitations,  vary the frequency
and amount of premium payments.  The Policy is a life insurance  contract with a
death benefit,  Policy Value, and other features  traditionally  associated with
life insurance.

    The Policyowner  allocates Net Premium  Payments to one or more of the Fixed
Account and the Divisions of Principal Mutual Life Insurance  Company's Variable
Life Separate Account.  Allocations to the Divisions of the Separate Account are
invested in shares of a particular Mutual Fund.  Allocation  instructions may be
changed at any time and transfers may be made subject to certain conditions.

    The Mutual Funds in which the Divisions currently invest are as follows:

                                                     Mutual Fund in
                 Division                      which the Division Invests
                 --------------------------------------------------------
        Aggressive Growth Division         Principal Aggressive Growth Fund
        Asset Allocation Division          Principal Asset Allocation Fund
        Balanced Division                  Principal Balanced Fund
        Bond Division                      Principal Bond Fund
        Capital Accumulation Division      Principal Capital Accumulation Fund
        Emerging Growth Division           Principal Emerging Growth Fund
        Government Securities Division     Principal Government Securities Fund
        Growth Division                    Principal Growth Fund
        Money Market Division              Principal Money Market Fund
        World Division                     Principal World Fund
        Fidelity Contrafund Division       Fidelity Contrafund Portfolio
        Fidelity Equity-Income Division    Fidelity Equity-Income Portfolio
        Fidelity High Income Division      Fidelity High Income Portfolio

Premiums

    The required initial premium payment is equal to the minimum monthly premium
shown on the Policy's  current data pages.  The minimum  monthly  premium is the
amount that, if paid,  will keep the Policy in force for one month,  taking into
account the current  Monthly  Policy Charge and Surrender  Charge.  Payment of a
minimum  premium is required during the first twelve policy months (the "Minimum
Required  Premium").  The Company allows payments in accordance with the planned
periodic  premium  schedule  established by the  policyowner in the  application
(annual, semiannual, quarterly, or pre-authorized withdrawal payments of premium
on a monthly  basis).  However,  if the minimum monthly premium is less than $30
($15 if the insured is ages 0-14), only a planned periodic premium schedule that
would  result in a payment  of $30 or more ($15 or more if the  insured  is ages
0-14)  will be made  available  to the  policyowner.  The  Company  also  allows
unscheduled  premium  payments  of $30 or more.  The  planned  periodic  premium
schedule  indicates  the  preference  of the  policyowner  only,  and other than
payment of the Minimum  Required  Premium,  payment of premiums is not required.
(However, the death benefit guarantee premium must be paid to maintain the Death
Benefit  Guarantee  Rider.)  See  "Optional  Insurance   Benefits."  Changes  in
frequency,  as well as increases or decreases in the amount of planned  periodic
premiums,  may be  made.  However,  the  total  of  all  premiums,  planned  and
otherwise,  cannot exceed the current maximum  premium  limitations set forth in
the Internal Revenue Code to qualify a Policy as a life insurance  contract.  At
any time there is an outstanding  policy loan, if a payment cannot be identified
as a premium payment, it will be considered a loan repayment.

    All Net  Premium  payments  received  during  the  first  20 days  from  the
Effective  Date are  allocated  to the Money  Market  Division  of the  Separate
Account.  On the 21st day from the Effective  Date, the Policy Value held in the
Money Market  Division is  transferred to the Divisions and the Fixed Account in
accordance with the policyowner's  direction for allocation of premium payments.
(If the 21st day from the  Effective  Date is not a Business  Day,  the transfer
will occur on the first Business Day thereafter).  Net Premium payments received
after the  Policy  Value in the Money  Market  Division  is  transferred  to the
Divisions and the Fixed Account are allocated  among the Divisions and the Fixed
Account in accordance with the directions in the application for the Policy.

Policy Value

    The Policy Value reflects the following:  premium payments made;  investment
performance  of the  Divisions to which  amounts have been  allocated;  interest
credited  by the  Company to amounts  allocated  to the Fixed  Account;  partial
withdrawals; loans taken; repayment of loans; and deduction of charges described
above under "Charges And  Deductions." The Policy Value is the sum of the values
in the Investment Accounts, the Fixed Account and the Loan Account.

    Investment  Account.  An Investment  Account is established under the Policy
for each  Division  of the  Separate  Account to which Net  Premiums or transfer
amounts have been allocated.  An Investment Account measures the interest of the
Policy in the corresponding Division. The value of each Investment Account under
the Policy varies each Business Day and reflects the  investment  performance of
the Mutual Fund shares held in the corresponding Division. See "Policy Value".

     Fixed  Account.  The Fixed  Account  consists of that portion of the Policy
Value  based on Net  Premiums  allocated  to, and  amounts  transferred  to, the
general account of the Company.  The Company credits  interest on amounts in the
Fixed  Account at an  effective  annual rate  guaranteed  to be at least 3%. See
"Fixed Account."

     Loan  Account.  When a policy loan is taken,  the Company will  establish a
Loan Account under the Policy and will transfer an amount equal to the amount of
the loan from the  Investment  Accounts  and/or  the Fixed  Account  to the Loan
Account.  The Company will credit  interest to amounts in the Loan Account at an
effective  annual  rate of at least 6% through  Policy  Year ten at which  point
interest is credited at 7.75%. See "Policy Loans."

Transfers

     Scheduled and unscheduled transfers of Policy Value among Divisions and the
Fixed Account may be made by a  policyowner,  subject to certain  conditions and
charges.  The  Company  has  reserved  the right to  revoke  or modify  transfer
privileges and charges. See "Transfers."

Policy Loans

    A policyowner may borrow against the Policy Value at any time the Policy has
Net Surrender Value. The minimum amount for a loan is $500.  Interest is charged
on policy loans at an effective  annual rate of eight percent  during any period
the loan is  outstanding.  Loan  interest  is payable at the end of each  Policy
Year. All policy loans and loan interest will be deducted from proceeds  payable
at the insured's  death,  upon maturity,  or upon total  surrender.  See "Policy
Loans."

Total and Partial Surrenders

    A policyowner  may elect to make a total surrender of the Policy and receive
its Net  Surrender  Value  determined  as of the date the Company  receives  the
policyowner's  Written  Request.  A  Surrender  Charge  is  imposed  upon  total
surrender  of a Policy at any time  within the first ten years  after the Policy
Date. In addition,  any increase in face amount is subject to a Surrender Charge
upon  total  surrender  of the  Policy at any time  within  ten years  after the
effective date of the  adjustment.  After the first Policy Year, the policyowner
may request a partial  surrender of the Policy Value, but no more than two times
per  Policy  Year.  The  minimum  amount  for a  partial  surrender  is $500 and
aggregate  partial  surrenders  during a Policy  Year  cannot  exceed 75% of the
Policy's  Net  Surrender  Value at the  time  the  first  partial  surrender  is
requested.  A  transaction  charge of the  lesser of $25 or two  percent  of the
amount of the partial surrender is imposed on each partial surrender. The Policy
Value is reduced by the amount of any  partial  surrender  plus the  transaction
charge.  The amount  surrendered  will be withdrawn from the Policy on a last-in
first-out  basis.  If the  Option 1 death  benefit is in effect at the time of a
partial  surrender,  then the Policy's face amount is also reduced by the amount
of the partial surrender plus the transaction charge.

Charges and Deductions

    Charges under the Policy are assessed as:
        (1)deductions from premiums
         o   sales  load of  2.75% of  premiums  less  than or  equal to  Target
             Premium  made during each of the first ten Policy  Years and,  with
             respect  to  premiums  less  than  or  equal  to  Target   Premiums
             attributable to any face amount  increase,  made during each of the
             first ten years following the increase
         o  2.20% state and local taxes
         o  1.25% federal taxes
  
        (2)Surrender Charges upon termination or total surrender made during the
           first ten  Policy  Years (and ten years  after an  increase  in the 
           Policy  face amount)  equal to a percentage  (described in the table 
           below) of the sum of the following:
         o deferred  administrative charge of $3 for each $1,000 of face amount,
           and 
         o deferred  sales charge of 47.75% of premiums paid up to a maximum
           of two Target Premiums

                              Surrender          Surrender Charge
                                 Year                Percentage
                                 1-5                  100.0%
                                   6                   83.3%
                                   7                   66.7%
                                   8                   50.0%
                                   9                   33.3%
                                  10                   16.7%
                                  11+                   0.0%

        (3)Monthly Policy Charges
         o   administration charge:
             During  the  first  Policy  Year:  $.40 for each  $1,000 of face  
             amount,  but no less than $6.00/month and no greater than 
             $16.67/month;
             During each Policy Year thereafter: $6.00/month.
         o    cost of insurance charge
         o   mortality  and expense  risks charge of .90% per annum  against the
             value of the  policyowner's  Investment  Accounts  (After the fifth
             Policy Year the  mortality and expense risks charge will not exceed
             .35% per annum if, on the applicable Monthly Date, the Policy Value
             less the Loan Account is equal to or greater than 20% of the Policy
             face amount)
         o   supplemental benefit(s) charge(s)
  
        (4)Other Charges
         o   investment  management  fees and other  operating  expenses for the
             underlying Mutual Funds.
         o   transfer  fee of $25 per  unscheduled  transfer in excess of twelve
             during a Policy Year.

    For  complete   discussion  of  charges  and  deductions  see  "Charges  and
Deductions".

Maturity Proceeds

    If the Insured under a Policy is living on the Policy's Maturity Date, which
is the Policy  Anniversary  following the birthday on which the Insured  reaches
age 95, the Company will pay the Policy's  maturity proceeds to the policyowner.
A Policy's  maturity  proceeds  are the Policy  Value less any Policy  loans and
unpaid loan interest on the Maturity Date. If maturity proceeds are paid under a
Policy, the Policy terminates with no further benefits payable.  On the Policy's
Maturity  Date, the Company will pay the excess of the Policy's face amount over
the maturity proceeds, provided certain conditions are met.

Death Benefit and Proceeds

    The death  proceeds under a Policy are payable to the  beneficiary  when the
Insured dies,  subject to all provisions and conditions of the Policy. The death
proceeds,  determined  as of the date of the  Insured's  death,  are:  the death
benefit  described below, plus proceeds from any benefit riders on the Insured's
life,  less any Policy  loans and loan  interest,  and less any overdue  Monthly
Policy  Charges if the Insured  dies during a Grace  Period.  All or part of the
death  proceeds may be paid in cash or applied  under one or more of the benefit
options available under the Policy, subject to certain restrictions. The Company
pays  interest  on the death  proceeds  from the date of death until the date of
payment  or until  applied  under a benefit  option.  Interest  is at a rate the
Company determines, but not less than required by state law.

    There are two options  available for the death benefit under a Policy.  If a
policyowner  selects Option 1, the death benefit will be equal to the greater of
the  face  amount  of the  Policy  or the  Policy  Value  on the  date of  death
multiplied by an applicable  percentage  specified in the Internal Revenue Code.
If a policyowner  selects Option 2, the death benefit will be the greater of the
face  amount of the  Policy  plus the  Policy  Value on the date of death or the
Policy Value on the date of death multiplied by the applicable percentage.

    A policyowner  may make a Written Request to change the death benefit option
on or after the first  Policy  Anniversary.  Any change  must be approved by the
Company  before it takes effect.  Changes in death benefit option are limited to
two per Policy Year.  If the request is to change from Option 1 to Option 2, the
face amount will be reduced by the amount of the Policy  Value on the  effective
date of the change.  The Company  reserves the right to  disapprove a request to
change from  Option 1 to Option 2 if the face amount in effect  after the change
would be less than $50,000. Evidence of insurability satisfactory to the Company
under its  underwriting  guidelines  then in effect may be  required on a change
from  Option 1 to Option 2. If the  request is to change from Option 2 to Option
1, the face amount will be  increased  by the amount of the Policy  Value on the
effective  date of the change.  No evidence of  insurability  is required  for a
change from Option 2 to Option 1. The  effective  date of any change will be the
Monthly Date that  coincides with or next follows the day the request for change
is approved by the Company.

Adjustment Options

    Subject to certain  conditions,  the face amount of a Policy may be adjusted
upon the Written Request of the  policyowner.  Any Written Request to adjust the
face  amount of a Policy must be  approved  by the  Company.  If a payment in an
amount  greater  than or equal to the  adjustment  conditional  receipt  premium
deposit is submitted with the adjustment application, then a conditional receipt
is given to the policyowner  reflecting receipt of the payment and outlining any
interim insurance coverage provided by the conditional  receipt.  The adjustment
conditional receipt premium deposit is that amount calculated by the Company and
provided to the policyowner in connection with the  policyowner's  request for a
face amount  increase.  No request to adjust the face amount of a Policy will be
approved if a Policy is in a Grace Period or if Monthly Policy Charges are being
waived under a rider.  In  addition,  a decrease in face amount may be requested
only after the first Policy  Anniversary and may not reduce the face amount of a
Policy below $50,000.  A requested face amount increase must be at least $25,000
and is subject to evidence of insurability satisfactory to the Company under its
underwriting  guidelines  then in effect.  Any  adjustment  in face  amount of a
Policy will be effective on the Monthly Date that coincides with or next follows
the date the Company approves the request. No processing charges are assessed in
connection  with  adjustments  of a Policy,  although an increase in face amount
will result in Premium Expense Charges and Surrender  Charges  applicable to the
increase.  Increases  in face  amount made  pursuant to a Cost of Living  Rider,
Salary Increase Rider or Extra Protection Increase Rider  are not subject to the
minimum increase amount or to evidence of insurability.  See "Optional Insurance
Benefits."

Termination and Reinstatement

    Failure to make a planned  periodic  premium or additional  premium payments
may cause termination of a Policy. A notice of impending termination of a Policy
will be sent if:

    1.  The Net Surrender Value of a Policy on any Monthly Date is less than the
        Monthly  Policy Charge and, if the Policy has a Death Benefit  Guarantee
        Rider,  the death benefit  guarantee  premium  requirement  has not been
        satisfied; or

     2. During the 12 months  following the Policy Date, the sum of the premiums
        paid is less than the Minimum Required Premium on a Monthly Date.

    The  Minimum  Required  Premium on a Monthly  Date is equal to (1) times (2)
where:

    1.  Is the minimum monthly premium shown on the current data pages; and

    2.  Is one plus the number of complete months since the Policy Date.

    The notice of impending termination will show the 61-day Grace Period during
which the Company will accept a payment required to keep the Policy in force. If
a Grace Period begins  because the net surrender  value is less than the current
Monthly  Policy  Charge,  the minimum  payment is three times the Monthly Policy
Charge.  If a Grace Period  begins  because the sum of the premiums paid is less
than the Minimum Required  Premium,  the minimum payment is the past due Minimum
Required Premium, which is:

    1.  The Minimum Required Premium due on the next following Monthly Date;

         LESS

    2.  The sum of the premiums paid since the Policy Date.

    If the Grace  Period ends before the Company  receives  the past due Minimum
Required Premium, the Company will pay to the policyowner any remaining value in
the Policy, which would be the excess of (1) over (2) where:

     1. Is the net surrender value on the Monthly Date at the start of the 
        Grace Period; and

     2. Is the two Monthly Policy Charges applicable during the Grace Period.

    In the  event the  61-day  Grace  Period  expires  without a payment  by the
policyowner at least equal to the minimum payment, the Policy will terminate.

    Once a Policy has terminated as a result of insufficient value or failure to
pay the  Minimum  Required  Premium  on a  Monthly  Date  during  the 12  months
following  the  Policy  Date,  the  policyowner  may make a Written  Request  to
reinstate  the  Policy  at any  time  within  three  years  after  the  date  of
termination,  so long as the  Insured  is alive and it is prior to the  Policy's
Maturity Date. Satisfactory proof of insurability and payment of a reinstatement
premium  of at least the  greater  of (1) an amount  that,  after  deduction  of
Premium  Expense  Charges,  is sufficient to allow at least three Monthly Policy
Charges;  or (2)  the  past  due  Minimum  Required  Premium  are  required  for
reinstatement.  Repayment or  reinstatement  of policy  loans and loan  interest
which remained unpaid on the date the Policy terminated is also required.

Policy "Free Look"

    A policyowner has the limited right to return a Policy for  cancellation and
receive a refund of all premiums  paid.  The Written  Request for  cancellation,
along with  return of the  Policy,  must be made  within 10 days (30 days if the
Policy is issued in the state of  California  to a  policyowner  age 60 or over)
after the Policy is received by the policyowner,  within 10 days (30 days if the
Policy is issued in the state of  California  to a  policyowner  age 60 or over)
after written notice of this right is provided to the policyowner,  or within 45
days after the policyowner completes the Policy application, whichever is later.

Distribution of the Policy

    The  Company  may offer the Policy in states and  jurisdictions  where it is
licensed  to sell this type of  insurance  product.  The Policy  will be sold by
agents and brokers who represent the Company and are registered  representatives
of Princor  Financial  Services  Corporation,  the principal  underwriter of the
Policies,  or registered  representatives of other  broker-dealers which Princor
Financial Services Corporation selects and the Company approves.

Tax Consequences of the Policy

    The Policies will be treated as life insurance contracts under provisions of
the Internal Revenue Code so long as certain  definitional tests of Section 7702
of the  Internal  Revenue  Code  are met and so long as the  investments  of the
Separate Account meet the diversification  requirements of Section 817(h) of the
Internal  Revenue  Code.  The  Company  has  designed  the  Policy to meet these
criteria. Thus, the death benefit under a Policy should be fully excludable from
the gross income of the beneficiary.  In addition, the policyowner should not be
taxed on any part of the Policy Value,  unless in the first 15 years of a Policy
a cash distribution is made as a result of a change in the benefits under (or in
other terms of) the Policy, such as a partial or total surrender of Policy Value
which causes a reduction in the face amount. Such a distribution will be taxable
to the extent of income in the Policy,  as limited by the  applicable  recapture
ceiling as set out in Section 7702(f)(7)(C) or (D) of the Internal Revenue Code.
Also,  partial  surrender may result in taxable income to the policyowner to the
extent  distributions  (or  deemed   distributions)   exceed  total  investments
(generally  premiums paid) in the Policy to the date of surrender.  If, however,
the Policy is considered a modified  endowment  contract  under the terms of the
Technical and  Miscellaneous  Revenue Act of 1988, all  distributions  under the
Policy would be taxed on an "income first" basis. Most distributions received by
a policyowner  directly or indirectly  (including policy loans, total or partial
surrenders or the assignment or pledge of any portion of the Policy Value) would
be  includable in gross income to the extent that the Policy Value of the Policy
exceeds   the   policyowner's    investment   in   the   contract.   (See   "Tax
Considerations.")  Policyowners  are  advised  to  consult  with  their  own tax
advisors regarding tax treatment of the Policies.

DESCRIPTION OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY (The "Company")

    Principal Mutual Life Insurance  Company is a mutual life insurance  company
with its home office at The Principal  Financial Group, Des Moines,  Iowa 50392,
telephone number (515) 247-5111.  It was originally  incorporated under the laws
of the State of Iowa in 1879 as Bankers  Life  Association,  changed its name to
Bankers  Life  Company in 1911 and  changed  its name to  Principal  Mutual Life
Insurance  Company in 1986. It is a member of The Principal  Financial  Group, a
diversified family of insurance and financial services companies.

    Principal Mutual Life Insurance  Company is authorized to do business in the
50 states of the United States,  the District of Columbia,  the  Commonwealth of
Puerto Rico, and the Canadian Provinces of Alberta, British Columbia,  Manitoba,
Ontario and Quebec. The Company offers a full range of products and services for
businesses, groups and individuals including individual insurance, pension plans
and  group/employee  benefits.  During the year ended  December  31,  1995,  the
Company  ranked in the upper one percent of life  insurers in assets and premium
income.  The Company has consistently  received excellent ratings from the major
rating firms based upon the Company's claims paying ability.  As of December 31,
1995,  the Company had $__._ billion in assets under  management and served more
than _._ million individuals and their families.

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT

    The  Separate  Account was  established  on November 2, 1987,  pursuant to a
resolution of the Executive  Committee of the Board of Directors of the Company.
Under Iowa insurance law the income, gains or losses of the Separate Account are
credited to or charged against the assets of the Separate Account without regard
to the other income,  gains or losses of the Company. The assets of the Separate
Account, equal to the reserves and other liabilities arising under the Policies,
are not chargeable with liabilities  arising out of any other business conducted
by the  Company.  In  addition,  all  income,  gains or  losses,  whether or not
realized,  and  expenses  with  respect to a Division  shall be  credited  to or
charged  against that Division  without  regard to income,  gains or losses,  or
expenses of any other Division. The assets of the Separate Account are held with
relation to the Policies  described in this Prospectus and other policies issued
by the Company. All obligations arising under Policies, including the promise to
make benefit  payments,  are general corporate  obligations of the Company.  The
Separate  Account is organized as a unit  investment  trust under the Investment
Company Act of 1940.

    The Company is taxed as a life insurance company under the Tax Reform Act of
1984, as amended.  The operations of the Separate  Account are part of the total
operations  of the  Company,  but are  treated  separately  for  accounting  and
financial  statement  purposes and are  considered  separately  in computing the
Company's tax liability.

    The  Separate  Account is not  affected by federal  income taxes paid by the
Company. The Company reserves the right to charge the Separate Account with, and
create a reserve for, any tax liability which the Company  determines may result
from maintenance of the Separate Account. To the best of the Company's knowledge
there is no current prospect of such liability.

Separate Account Divisions

    A policyowner may direct the Company to allocate Net Premium  Payments among
the Divisions which invest exclusively in shares of a corresponding Mutual Fund.
Some of these Mutual Funds also offer their shares to variable  annuity separate
accounts of the Company ("Mixed  Funding") and to variable  annuity and variable
life separate accounts of unaffiliated  insurance  companies ("Shared Funding").
The potential risks  associated with "Mixed and Shared Funding" are disclosed in
the Mutual Fund  prospectuses.  The Mutual Funds in which the Divisions  invest,
and the  investment  adviser of each Mutual Fund,  are provided in the following
table.

<TABLE>
<CAPTION>
                                   Mutual Fund In
                              Which Division Invests                                 Mutual Fund
        Division              and Investment Adviser                            Investment Objective

<S>                           <C>                                     <C>
Aggressive Growth Division    Principal Aggressive Growth Fund;       Seeks long-term capital appreciation by
                              Morgan Stanley Asset Management, Inc.   investing primarily in growth-oriented common
                              through a sub-advisory agreement.       stocks of medium and large capitalization
                                                                      U.S. corporations and, to a limited extent,
                                                                      foreign corporations.

Asset Allocation Division     Principal Asset Allocation Fund;        Seeks a total investment return consistent with the
                              Morgan Stanley Asset Management, Inc.   preservation of capital.
                              through a sub-advisory agreement.

Balanced Division             Principal Balanced Fund;                Seeks a total return consisting of current income and
                              Invista Capital Management, Inc.        capital appreciation while assuming reasonable risks in
                              through a sub-advisory agreement.       furtherance of the investment objective.

Bond Division                 Principal Bond Fund;                    Seeks to provide as high a level of income as is
                              Princor Management Corporation.         consistent with preservation of capital and prudent
                                                                      investment risk.

Capital Accumulation Division Principal Capital Accumulation Fund;    Seeks to achieve primarily long-term capital appreciation
                              Princor Management Corporation.         and secondarily growth of investment income through the
                                                                      purchase primarily of common stocks, but the Fund may invest
                                                                      in other securities.

Emerging Growth Division      Principal Emerging Growth Fund;         Seeks growth of capital through the purchase primarily of
                              Princor Management Corporation.         common stocks, but the Fund may invest in other securities.

Government Securities         Principal Government Securities Fund;   Seeks a high level of income, liquidity and safety of
Division                      Princor Management Corporation.         principal through the purchase of obligations issued or
                                                                      guaranteed by the United States Government or its agencies,
                                                                      with emphasis on Government National Mortgage Association
                                                                      Certifications ("GNMA Certificates"). Fund shares are not
                                                                      guaranteed by the United States Government.

Growth Division               Principal Growth Fund;                  Seeks growth of capital through the purchase primarily
                              Invista Capital Management, Inc.        of common stocks, but the Fund may invest in other securities.

Money Market Division         Principal Money Market Fund;            Seeks as high a level of income available from
                              Princor Management Corporation.         short-term securities as is considered consistent
                                                                      with preservation of principal and maintenance of liquidity
                                                                      by investing all of its assets in a portfolio of money
                                                                      market instruments.

World Division                Principal World Fund;                   Seeks long-term growth of capital by investing in a
                              Invista Capital Management, Inc.        portfolio of equity securities of companies domiciled in
                                                                      any of the nations of the world.

Fidelity Contrafund Division  Fidelity Contrafund Portfolio;          Seeks long-term capital appreciation.
                              Fidelity Management and
                              Research Company.

Fidelity Equity-Income        Fidelity Equity-Income Portfolio;       Seeks reasonable income by investing primarily in 
Division                      Fidelity Management and                 income-producing equity securities.
                              Research Company.

Fidelity High Income Division Fidelity High Income Portfolio;         Seeks a high level of current income by investing primarily
                              Fidelity Management and                 in high yielding, lower quality, fixed income securities,
                              Research Company.                       while also considering growth of capital.

</TABLE>

    Policyowners  make their own decisions on the allocations to and between the
Divisions  based upon their unique  circumstances  and  perceptions  of economic
conditions.  Additional  information  concerning  these Mutual Funds,  including
their  investment  policies and  restrictions,  investment  management  fees and
expenses,  is given in the prospectuses  which accompany,  and should be read in
conjunction with, this Prospectus.

    Underlying  Mutual  Fund  shares are  purchased  at net asset  value,  which
reflects the deduction of investment management fees and certain other expenses.
The  management  fees are charged by each  underlying  Mutual Fund's  investment
adviser for managing the  underlying  Mutual Fund and selecting its portfolio of
securities.  Other  underlying  Mutual Fund  expenses  can include such items as
interest  expense on loans and contracts with transfer agents,  custodians,  and
other  companies  that  provide  services to the  underlying  Mutual  Fund.  The
management fees and other expenses for each underlying  Mutual Fund for its most
recently  completed  fiscal year,  expressed as a percentage  of the  underlying
Mutual Fund's average assets, are as follows:

                                         Management      Other            Total
Mutual Fund                                 Fees       Expenses         Expenses

Principal Aggressive Growth Fund             0.80        0.15              0.95
Principal Asset Allocation Fund              0.80        0.11              0.91
Principal Balanced Fund                      0.60        0.09              0.69
Principal Bond Fund                          0.50        0.09              0.59
Principal Capital Accumulation Fund          0.49        0.02              0.51
Principal Emerging Growth Fund               0.65        0.07              0.72
Principal Government Securities Fund         0.50        0.05              0.55
Principal Growth Fund                        0.50        0.15              0.65
Principal Money Market Fund                  0.50        0.10              0.60
Principal World Fund                         0.75        0.15              0.90
Fidelity Contrafund Portfolio
Fidelity Equity-Income Portfolio                                           0.60
Fidelity High-Income Portfolio                                             0.71

PURCHASING A POLICY

Purchase Procedures

     To apply for a Policy,  a completed  application,  including  any  required
supplements,  must be  submitted  to the  Company  through  the  agent or broker
selling the Policy.  If interim  coverage is desired,  a payment of at least the
required  minimum  initial  premium  amount must be submitted with the completed
application.  The  required  minimum  initial  premium  amount  for  any  Policy
(including a Policy issued on an application  submitted  without an accompanying
payment) is equal to the minimum monthly  premium shown on the Policy's  current
data pages.  The minimum  monthly premium is the amount that, if paid, will keep
the Policy in force for one month,  taking  into  account the  Policy's  current
Monthly Policy Charge and Surrender Charge. The Company generally will not issue
policies to insure persons over age 85 for regularly  underwritten  Policies and
age 70  for  guaranteed  issue,  expanded  non-medical  and  batch  underwriting
Policies.  Applicants  for  insurance  must  furnish  satisfactory  evidence  of
insurability.  Acceptance  is subject to the  Company's  insurance  underwriting
guidelines and suitability  rules.  The Company reserves the right to reject any
application  or related  premium if in the view of the  Company,  the  Company's
insurance  underwriting  guidelines and suitability rules and procedures are not
satisfied. The minimum face amount for a Policy at issue is $50,000 ($25,000 for
guaranteed issue, batch  underwriting and expanded  non-medical  Policies).  The
Company  reserves  the right to revise  its rules  from time to time to  specify
either a higher or a lower minimum face amount.

    If a payment in at least the  required  minimum  initial  premium  amount is
submitted with the completed application, then a conditional receipt is given to
the  applicant,  reflecting  receipt of the initial  payment and  outlining  any
interim conditional insurance coverage provided by the conditional receipt.

    If the  Company  determines  to issue a Policy  then a Policy  Date  will be
established.  Policy Years and Anniversaries  will be determined from the Policy
Date  regardless  of when the Policy is  delivered.  The  Company  does not date
Policies on the 29th,  30th, or 31st day of any month.  Policies which otherwise
would be dated on these  days  except for this rule will be dated on the 28th of
the month. The Policy Date is shown on the Policy's current data pages.

    Upon  specific  Written  Request of the  applicant  in the  application  and
subject  to the  Company's  approval,  a Policy may be issued  with a  backdated
Policy Date. The Policy Date may not be more than three months prior to the date
of the  application  or such shorter  maximum  backdating  period as required by
state law.  Monthly Policy Charges will be assessed for the period the Policy is
backdated.

    Each Policy also has an Effective  Date.  The Policy Date and the  Effective
Date will be the same unless (i) a backdated Policy Date is requested,  (ii) the
application  was not  accompanied  by a payment in an amount equal to or greater
than the minimum monthly premium,  or (iii)  additional  premiums or application
amendments are required.  In such cases,  the Effective Date will be the date on
which the required  premiums have been received at the Company's home office and
any  application  amendments have been received,  reviewed,  and accepted in the
Company's home office.

    No insurance under a Policy will take effect until actual physical  delivery
to and  acceptance of a Policy by the  applicant.  If the proposed  insured dies
before actual physical  delivery to and acceptance of a Policy by the applicant,
there  will be no  coverage  under the Policy and  coverage  will be  determined
solely  under  the  terms  of the  conditional  receipt,  if any,  given  to the
applicant.

Payment Of Premiums

    Premiums  must be paid to the Company at its home office.  There is no fixed
schedule of premium  payments on a Policy,  either as to the amount or timing of
the  payments,  although a minimum  premium is required  during the first twelve
Policy months (the "Minimum  Required  Premium").  A policyowner  may determine,
within specified  limits,  the planned periodic premium schedule for the Policy.
These limits will be set forth by the Company and will include a minimum initial
premium  payment.  Planned  periodic  premium  schedules may provide for annual,
semiannual,  quarterly or monthly payments. A "pre-authorized withdrawal" allows
the  Company to deduct  premiums,  on a monthly  basis,  from the  policyowner's
checking or other financial institution account. The policyowner is not required
to pay planned periodic  premiums.  Failure to make any premium payment will not
necessarily  result in  termination  of a Policy  provided  that (1) any Minimum
Required  Premium is paid and the Policy's net surrender value equals or exceeds
the Monthly  Policy Charge on the current  Monthly Date or (2) the Death Benefit
Guarantee Rider is in effect.  Likewise,  payment of premiums in accordance with
the planned  periodic  premium  schedule does not guarantee that the Policy will
stay in force if the Policy's net  surrender  value is not at least equal to the
current Monthly Policy Charge on the Monthly Date, unless such premiums meet the
death benefit guarantee premium requirement.

    The Company will send premium  reminder  notices in accordance  with planned
periodic  premium  schedules to policyowners  who are on annual,  semi-annual or
quarterly  premium  payment  schedules.  Premium  payments  may  also be made by
unscheduled premium payment made to the Company at its home office or by payroll
deduction where allowed by law and approved by the Company.

Premium Limitations

    In no event can the total of all  premiums  paid exceed the current  maximum
premium limitations  required by the Internal Revenue Code in order to qualify a
Policy as a life  insurance  contract.  The premium  limitations  are imposed in
order to assure  favorable  federal  income tax  treatment of the Policy and its
death  benefit.  If at any time a premium  is paid which  would  result in total
premiums exceeding the current maximum premium limitation, 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  and
no further  premiums  will be  accepted  until  allowed by the  maximum  premium
limitations  specified in the Internal  Revenue Code. No premium  payment may be
less than $30,  except the minimum monthly premium for Policies issued to insure
persons  ages 0 to 14 may be no less than $15.  Premium  payments  less than the
minimum amount will be returned to the policyowner.

     It is possible a premium payment could increase a Policy's death benefit by
more than it  increases  the  Policy  Value  because  of the manner in which the
Policy's  death  benefit is  calculated.  In order to qualify a Policy as a life
insurance  contract  under  provisions of the Internal  Revenue Code,  the death
benefit must be at least equal to an applicable  percentage of the Policy Value.
This  percentage  is 250% for  insureds age 40 and under and grades down to 100%
for insureds age 95. For example,  a hypothetical  Policy insuring the life of a
35-year old with a Policy Value of $20,000 must have a death benefit in at least
the amount of $50,000  ($20,000 x 250%,  the applicable  percentage).  Suppose a
premium is paid that,  after deduction of the Premium Expense Charge,  increases
this  hypothetical  Policy  Value by  $1,000.  The  Internal  Revenue  Code test
requires that the death benefit for the hypothetical  Policy be at least $52,500
($21,000 x 250%).  Hence,  if the death benefit before the premium were $50,000,
the $1,000 increase in Policy Value would produce a $2,500 increase in the death
benefit of this hypothetical Policy. In such a situation where a premium payment
increases a Policy's  death  benefit by more than it increases the Policy Value,
the  Company  reserves  the right to refund the  premium  payment.  Evidence  of
insurability under the Company's current underwriting  guidelines then in effect
may be required before acceptance of any such premium.

Allocation Of Premiums

    The initial Net Premium Payment and any additional  premiums received at the
home office of the Company  during the first 20 days from the Effective Date are
allocated to the Money Market Division of the Separate Account at the end of the
Valuation  Period during which such premiums are received.  On the 21st day from
the  Effective  Date,  Policy  Value  held  in  the  Money  Market  Division  is
automatically  transferred  to the  Divisions of the Separate  Account or to the
Fixed  Account,  or both, in  accordance  with the  policyowner's  direction for
allocation of premium payments. If the 21st day from the Effective Date is not a
Business Day,  then the transfer will occur on the first  Business Day after the
21st day from the Effective Date.

    Premium  payments  received  after  expiration of the initial  20-day period
described above are allocated among the Divisions, the Fixed Account, or both in
accordance  with the  directions  in the  application  for the Policy.  For each
Division and the Fixed  Account,  the  allocation  percentage  must be zero or a
whole number not less than ten. The sum of the percentages for all the Divisions
and the Fixed Account must equal 100. The  policyowner may change the allocation
of future  premium  payments  among the Divisions and the Fixed Account  without
payment of any fee or penalty, at any time, by Written Request to the Company or
by telephone as described below.  Allocation percentages must be approved by the
Company.  Changes in allocation  percentages will be effective at the end of the
Valuation Period in which the Company receives the policyowner's request.

Policy "Free Look"

    The  policyowner  has a limited right to return the Policy for  cancellation
and receive a refund in an amount  equal to the  premiums  paid.  The request to
cancel a Policy must be in writing.  The Written  Request and the Policy must be
personally delivered or mailed to the home office of the Company or to the agent
or broker who sold the Policy before the later of:

    o 10 days  (30 days for  Policies  issued  in the  state  of  California  to
policyowners  over  the  age  of  60)  after  the  Policy  is  received  by  the
policyowner;

    o 10 days  (30 days for  Policies  issued  in the  state  of  California  to
policyowners  over the age of 60) after a written  notice  is  delivered  to the
policyowner which tells about the cancellation right; or

    o    45 days after the policyowner completes the application.

    If a  policyowner  requests an increase in face amount which  results in new
surrender  charges,  he or she will have the same rights as  described  above to
cancel the  increase.  If an increase  is  cancelled,  the Policy  Value and the
surrender  charges will be  recalculated to the amounts they would have been had
the increase not taken place.

    The  refunded  amount will  ordinarily  be  disbursed  by the Company to the
policyowner  within seven days after the request for cancellation is received in
the Company's home office. (See "Postponement of Payments." )

VALUES AND POLICY FEATURES WHILE THE POLICY IS IN FORCE

Policy Values

    A Policy  has a Policy  Value,  a  portion  of  which  is  available  to the
policyowner  by taking a policy loan or upon total or partial  surrender  of the
Policy. See "Policy Loans" and "Total and Partial  Surrenders" below. The Policy
Value may also affect the amount of the death benefit.  See INSURANCE  BENEFIT -
"Death  Benefit  Options."  This Policy Value at any time is equal to the sum of
the Values in the Investment  Accounts,  the Fixed Account and the Loan Account.
The following discussion relates only to the Investment  Accounts.  Policy loans
are discussed under "Policy Loans" and the Fixed Account is discussed under "The
Fixed Account." The portion of the Policy Value based on the Investment Accounts
is  not  guaranteed  and  will  vary  each  Business  Day  with  the  investment
performance of the underlying Mutual Funds.

    An Investment  Account is established under each Policy for each Division of
the  Separate  Account  to which Net  Premiums  or  transfer  amounts  have been
allocated.  Each Investment  Account under a Policy measures the interest of the
Policy  in the  corresponding  Division.  The  value of the  Investment  Account
established  for a  particular  Division is equal to the number of Units of that
Division credited to the Policy times the value of those Units.

    Units of a  particular  Division  are credited to a Policy when Net Premiums
are  allocated to that  Division or amounts are  transferred  to that  Division.
Units of a Division are  cancelled  when amounts are  deducted,  transferred  or
withdrawn  from the  Division.  The number of Units  credited or cancelled for a
specific transaction is based on the dollar amount of the transaction divided by
the value of the Unit at the end of the  Business  Day on which the  transaction
occurs.  The number of Units credited with respect to a premium  payment will be
based on the applicable  Unit values at the end of the Business Day on which the
premium is received at the Company's home office.

    Units are valued at the end of each  Business  Day. A Business Day is deemed
to end at the time of the  determination  of the net asset  value of the  Mutual
Fund shares.  When an order  involving  the  crediting or cancelling of Units is
received at the  Company's  home office  after the end of a Business Day or on a
day which is not a Business  Day,  the order will be  processed  on the basis of
Unit values  determined  at the end of the next  Business  Day.  Similarly,  any
determination of Policy Value,  Investment  Account value or death benefit to be
made on a day  which is not a  Business  Day will be made at the end of the next
Business Day.

    The value of a Unit of each  Division was  initially  fixed at $10. For each
subsequent  Business Day the Unit value is  determined by  multiplying  the Unit
value for the  preceding  Business  Day by the "net  investment  factor" for the
particular  Division for such subsequent Business Day. The net investment factor
for a Division for any Business Day is equal to (a) divided by (b), where:

     (a) is the net asset  value of the  underlying  Mutual  Fund shares held by
that Division at the end of such Business Day before any policy transactions are
made that day; and

     (b) is the net asset  value of the  underlying  Mutual  Fund shares held by
that  Division at the end of the  immediately  preceding  Business Day after all
policy transactions have been made for that day.

    The  Company  reserves  the right to adjust the above  formula for any taxes
determined by it to be attributable to the operations of the Division.

Transfers

    The policyowner may transfer  amounts among the Investment  Accounts and the
Fixed Account on either an unscheduled or a scheduled  basis. The effective date
of a transfer  is the date the  request is  received  at the home  office of the
Company.

    Transfers From an Investment Account

        Unscheduled Transfers.  Transfers of amounts from one Investment Account
        to another or to the Fixed  Account  can be made by the  policyowner.  A
        transfer from an Investment Account to the Fixed Account may not be made
        if a transfer from the Fixed  Account to an Investment  Account has been
        made  within the  six-month  period  prior to the date of the  requested
        transfer or if  immediately  after the transfer to the Fixed Account the
        policyowner's  Fixed Account Value exceeds $1 million.  The amount to be
        transferred  may be stated as a dollar  amount or as a percentage of the
        value of the  Investment  Account from which the transfer is to be made.
        The amount transferred from each Investment Account must equal or exceed
        the  lesser  of  $100  or  100%  of the  policyowner's  interest  in the
        Investment  Account.  Transfers  may be  completed  by sending a Written
        Request to the Company at its home office,  or by telephone as described
        below. (See "Service Available by Telephone.")

        All or part of the  values  in one or more  Investment  Accounts  may be
        transferred at one time.  Transfers  from an Investment  Account will be
        executed and values will be determined in connection  with the transfers
        at the next computed Unit value after the Company  receives the transfer
        request.  There is  currently no charge for the transfer but the Company
        reserves the right to impose charges (not to exceed $25 per transfer) on
        unscheduled  transfers  after the twelfth such transfer  during a Policy
        Year. For this purpose,  all transfers  between and among the Investment
        Accounts and the Fixed Account will be treated as one  transfer,  if all
        the transfer  requests are made at the same time as part of one request.
        The Company  also  reserves  the right to reject  transfer  instructions
        provided by a person providing them for multiple contracts.

        Scheduled  Transfers.  The  policyowner  may  elect  to  have  automatic
        transfers  completed on a periodic  basis from any  Investment  Account.
        Scheduled  transfers may be initiated from an Investment Account only if
        the value of the  Investment  Account  equals  or  exceeds  $2,500  when
        scheduled   transfers  begin.  A  policyowner  may  establish  scheduled
        transfers by sending a Written Request to the Company at its home office
        or by  telephone.  (See  "Service  Available by  Telephone.")  Scheduled
        transfers  will be  completed  on a monthly,  quarterly,  semiannual  or
        annual  basis  beginning  on the  Monthly  Date  following  the date the
        Company receives the Written Request.  Scheduled transfers of the dollar
        amount  specified  by the  policyowner  (minimum of $100) will  continue
        until  the  Policy  Value in the  Investment  Account  from  which  such
        transfers  are made is exhausted or until the  policyowner  notifies the
        Company to discontinue such transfers. The Company reserves the right to
        limit the number of  Investment  Accounts from which  transfers  will be
        made  simultaneously,  but in no event will such limitation be less than
        two Investment Accounts.

    Transfer From The Fixed Account

    Transfers  from of the Fixed  Account  have  special  limitations  which are
described  below. A policyowner  may not make both an  unscheduled  transfer and
scheduled transfers from the Fixed Account during the same Policy Year.

        Unscheduled Transfer. An unscheduled transfer in an amount not to exceed
        25% of the  policyowner's  Fixed  Account  value as of the  later of the
        Policy Date or the last Anniversary, may be made each Policy Year during
        the 30-day period  following the Policy Date or Anniversary.  A transfer
        request must be made by the policyowner  within such 30-day period.  The
        minimum  transfer  amount is $100 (or, if less, the entire amount of the
        Fixed Account value).

        Scheduled  Transfers.  The  policyowner  may  elect  to  have  automatic
        transfers  completed on a monthly basis from the Fixed Account to one or
        more  Investment  Accounts.  Scheduled  transfers are available from the
        Fixed  Account only if the  policyowner's  Fixed Account value equals or
        exceeds  $2,500 at the time  scheduled  transfers  begin.  (The  Company
        reserves  the right to  change  that  amount  but it will  never  exceed
        $10,000.) A policyowner may establish  scheduled  transfers by sending a
        Written  Request  to the  Company  at its home  office or by  telephone.
        Scheduled  transfers will be completed on a monthly basis on the Monthly
        Date  following  the date the  Company  receives  the  Written  Request.
        Scheduled   monthly   transfers   of  an  amount  equal  to  2%  of  the
        policyowner's  Fixed Account value as of the later of the Policy Date or
        the last  Anniversary  will  continue  until the Fixed  Account value is
        exhausted or until the  policyowner  notifies the Company to discontinue
        the scheduled transfers.  If the policyowner  discontinues the scheduled
        transfers, transfers may not begin again until six months after the date
        of the last scheduled transfer.

Policy Loans

    So long as a Policy  remains  in effect  and the  Policy  has Net  Surrender
Value,  a policyowner  may borrow money from the Company using the Policy as the
only  security for the loan.  The maximum  amount that may be borrowed is 90% of
the Net Surrender Value of the Policy as of the date a loan request is processed
at the Company's home office.

    The  minimum  amount of any policy loan is $500.  Proceeds  of policy  loans
ordinarily  will be  disbursed  within  seven days from the date of receipt of a
Written Request at the Company's home office. (See "Postponement of Payments." )

    When a policy  loan is taken,  a portion  of the Policy  Value  equal to the
amount of the loan is  transferred  from the Fixed Account and/or the Investment
Accounts to the Loan Account in the proportion requested by the policyowner.  If
no request for allocation of the loaned amount is made by the  policyowner,  the
loan amount will be withdrawn in the same  proportion as the allocation used for
the most recent Monthly Policy Charge.  Any loan interest that is due and unpaid
will be  transferred  in the same  manner.  The Loan  Account  will be  credited
interest from the date of transfer.  During the first ten Policy Years, the Loan
Account  will earn  interest at an annual rate of six  percent.  After the tenth
Policy  Anniversary,  the Loan Account  will earn  interest at an annual rate of
7.75%.  Loan  repayments  will be  allocated  among  the Fixed  Account  and the
Investment Accounts in the proportion  currently designated by a policyowner for
the  allocation  of premium  payments.  A Policy's  Loan  Account is part of the
Company's General Account.

    The Company charges interest on policy loans.  Interest accrues daily and is
due and payable at the end of the Policy Year. Any interest not paid when due is
added to the loan principal and bears  interest at the same rate.  Adding unpaid
interest to the loan  principal  will cause  additional  amounts to be withdrawn
from  the  Fixed  Account  and/or  Investment  Accounts  in the same  manner  as
described  above for loans.  Amounts  withdrawn for unpaid loan interest will be
transferred to the Loan Account.

    Unpaid  policy loans and loan  interest  reduce the  Policy's net  surrender
value and may cause it to be less than the Monthly  Policy  Charges on a Monthly
Date.  If on any Monthly Date the net surrender  value is not  sufficient to pay
the Monthly Policy Charges,  the 61-day Grace Period provision will apply.  (See
"Policy Termination.")

    So long as a Policy remains in force,  policy loans and loan interest may be
repaid in whole or in part at any time during the  Insured's  life.  The minimum
loan repayment amount is $30. If the policyowner does not designate a payment as
a premium payment or if the Company cannot identify it as a premium payment, the
Company  will  apply  the  payment  received  as a loan  repayment  if a loan is
outstanding. Loan Account values equal to the loan repayment will be transferred
to the Fixed Account  and/or  Investment  Accounts in the  proportion  currently
designated by a policyowner for the allocation of premium  payments.  Any policy
loan,  whether repaid or not, is likely to have a permanent effect on the Policy
Value.  If the  policy  loan had not been  made,  the  Policy  Value  would have
reflected  the  investment  experience  of the  Investment  Accounts  and/or the
interest  credited to the Fixed Account.  Any policy loans and loan interest are
subtracted from life insurance  proceeds  payable at the insured's  death,  from
surrender  value upon total  surrender or  termination  of a Policy when a Grace
Period expires without  sufficient  premium  payment,  and from the Policy Value
payable at maturity.

Total and Partial Surrenders

    A Policy has a Surrender  Value and a Net  Surrender  Value.  The  Surrender
Value  of a Policy  is the  Policy  Value  less the  Surrender  Charge.  The Net
Surrender  Value of a Policy  is its  Surrender  Value  less any  loans and loan
interest.  While the Policy is in effect,  a policyowner  may elect to surrender
the  Policy  and  receive  its Net  Surrender  Value as of the date the  Company
receives  the  policyowner's  Written  Request at its home  office.  A Surrender
Charge is imposed  upon total  surrender  of a Policy  which  occurs at any time
within  the  first ten  years  after the  Policy  Date.  In  addition,  if total
surrender  of a Policy  occurs at any time  within the first ten years after the
adjustment date of a face amount increase,  a Surrender  Charge  attributable to
the face amount increase will be imposed. (See "Surrender Charge.")

     After the first Policy  Anniversary and so long as a Policy is in effect, a
policyowner  may request a partial  surrender of the Policy  Value,  but no more
than two times per Policy  Year.  The minimum  amount of a partial  surrender is
$500 and the maximum  amount that may be  surrendered in a Policy Year is 75% of
the net  surrender  value  as of the  date of the  first  partial  surrender.  A
transaction charge of the lesser of $25 or two percent of the amount surrendered
is  imposed  on  each  partial  surrender,   which  is  intended  to  cover  the
administrative costs of processing the partial surrender. No Surrender Charge is
assessed upon a partial surrender.  The Policy Value is reduced by the amount of
the partial surrender plus the amount of the transaction charge. If the Option 1
death benefit is in effect at the time of a partial  surrender,  then the Policy
face  amount  also is  reduced by the amount of the  partial  surrender  and the
transaction charge.

    A  policyowner  may  designate  the  amount  of the  partial  surrender  and
transaction charge to be withdrawn from the Fixed Account and/or each Investment
Account.  If no designation is made, the amount of the partial surrender and the
transaction  charge will be withdrawn in the same  proportion as the  allocation
instruction in effect for the Monthly Policy Charge. The amount surrendered will
be withdrawn from the Policy on a last in, first out basis.

    Proceeds  from  partial or total  surrender of a Policy will  ordinarily  be
disbursed within seven days from the date of receipt of a Written Request at the
Company's home office. (See "Postponement of Payments.")

DEATH BENEFITS AND RIGHTS

Death Proceeds

    As long as a Policy  remains in force,  the Company will,  upon proof of the
Insured's  death,  pay  the  death  proceeds  under  the  Policy  to  the  named
beneficiary in accordance with the designated  death benefit  option.  The death
proceeds,  determined  as of the date of the  Insured's  death,  are:  the death
benefit  described  below,  plus  the  proceeds  from any  benefit  rider on the
Insured's life, less any unpaid loans and loan interest on the Policy,  and less
any overdue  Monthly  Policy  Charges if the Insured died during a Grace Period.
All or part of the death  proceeds  may be paid in cash or applied  under one or
more of the  benefit  options  available  under the  Policy.  The  Company  pays
interest on the death  proceeds  from the date of death until date of payment or
until applied under a benefit option.  Interest on death proceeds is credited at
a rate the Company determines, but not less than required by state law.

Death Benefit

    The Policy  provides two death benefit  options:  Option 1 and Option 2. The
policyowner designates the death benefit option in the application.  Both Option
1 and Option 2 provide  insurance  protection  combined with the opportunity for
increasing  Policy Value.  Under Option 1, the amount of death  benefit  remains
level (until the Policy Value exceeds certain limits). Under Option 2, the total
death benefit increases as the Policy Value increases. Thus, Option 1 emphasizes
the growth of Policy Value while Option 2 emphasizes the total  available  death
benefit.

      Option 1

      The death  benefit is the greater of the  Policy's  current face amount or
      the  Policy  Value  on the  date of  death  multiplied  by the  applicable
      percentage.

      Option 2

      The death benefit is the greater of the Policy's  current face amount plus
      its  Policy  Value on the date of death or the  Policy  Value on that date
      multiplied by the applicable percentage.

Applicable Percentage

    The Policy  provides  that the death benefit is at least equal to the amount
of  insurance  proceeds  required by the  Internal  Revenue  Code to qualify the
Policy as a life insurance contract.  That death benefit amount is calculated by
multiplying  the  Policy  Value by an  applicable  percentage  set  forth in the
Internal  Revenue Code based on the Insured's  age. The  applicable  percentages
are:

                        TABLE OF APPLICABLE PERCENTAGES*

                 (For ages not shown, the applicable percentages
               decrease by a pro rata portion for each full year.)
                                 Insured's Attained Age             %
- -------------------------------------------------------           ---
                                         40 and under               250
                                         45                         215
                                         50                         185
                                         55                         150
                                         60                         130
                                         65                         120
                                         70                         115
                                         75 through 90              105
                                         95                         100

*The Company has reserved the right,  where  allowed by law, to change or delete
the  applicable  percentages  as required by amendments to the Internal  Revenue
Code.

    Illustration of Option 1. Assume that the Insured's attained age at the time
of death is between 20 and 40,  that  there are no unpaid  policy  loans or loan
interest  at the  time of  death,  and that the face  amount  of the  Policy  is
$50,000.

    Under Option 1,  because the death  benefit will be equal to or greater than
250% of the Policy  Value under this  illustrative  Policy,  any time the Policy
Value of the Policy exceeds $20,000,  the death benefit will exceed the Policy's
$50,000 face amount.  Each additional dollar added to Policy Value above $20,000
will  increase  the death  benefit by $2.50.  Similarly,  any time Policy  Value
exceeds  $20,000,  each dollar  taken out of Policy  Value will reduce the death
benefit by $2.50.  If, for example,  the Policy Value is reduced from $24,000 to
$20,000 because of charges or negative investment performance, the death benefit
will be  reduced  from  $60,000 to  $50,000.  If,  however,  at any time in this
illustration  250% of the  Policy  Value is less  than  $50,000  and no  partial
surrenders  have been made,  the death  benefit  will equal  $50,000.  A partial
surrender  causes  the face  amount to  decrease  by the  amount of the  partial
surrender and the transaction charge.

    Illustration of Option 2. Assume that the Insured's attained age at the time
of death is between 20 and 40, that there are no policy  loans or loan  interest
unpaid at the time of death, and that the face amount of the Policy is $50,000.

    Under  Option 2, a Policy with an Policy  Value of $10,000 will have a death
benefit of $60,000  ($50,000 + $10,000);  a Policy Value of $30,000 will yield a
death  benefit of $80,000  ($50,000 +  $30,000).  The death  benefit  under this
illustrative  Policy,  however,  must be at least equal to 250% of Policy  Value
(Policy Value plus 150% of Policy  Value).  As a result,  if the Policy Value of
the Policy  exceeds  $33,334,  the death  benefit  will be greater than the face
amount plus Policy Value.  Each additional  dollar of Policy Value above $33,334
will  increase the death  benefit by $2.50.  A contract on a 40-year old Insured
that has an Policy  Value of $40,000  will  provide a death  benefit of $100,000
(250% x $40,000).  Similarly, any time Policy Value exceeds $33,334, each dollar
taken out of Policy Value reduces the death  benefit by $2.50.  If, for example,
the  Policy  Value is  reduced  from  $40,000  to  $34,000  because  of  partial
surrenders,  charges, or negative investment performance, the death benefit will
be  reduced  from  $100,000  to  $85,000.  If,  however,  at any  time  in  this
illustration  250% of the Policy Value were less than $50,000 plus Policy Value,
the death benefit would be $50,000 plus the Policy Value of the Policy.

    The Company  guarantees  that, so long as the Policy  remains in force,  the
death  benefit  under  either death  benefit  option will never be less than the
current face amount of the Policy.  However,  the death proceeds  payable may be
less than the death benefit in the event of policy  loans,  unpaid loan interest
or overdue Monthly Policy Charges.

Change in Death Benefit Option

    A policyowner  may make a Written Request to change the death benefit option
on or after the first  Policy  Anniversary.  Only two  changes in death  benefit
option are allowed per Policy  Year.  There are no charges or fees for  changing
the death benefit option. Any Written Request for change in death benefit option
must be approved by the Company.  The  effective  date of any change will be the
Monthly Date that  coincides with or next follows the day the request for change
is approved by the Company.  A change in death benefit option will affect future
cost of insurance charges.

    If the death  benefit  option is changed  from Option 1 to Option 2, the new
face  amount  will be the old  face  amount  decreased  by the  Policy  Value as
determined on the effective date of the change.  This change will not be allowed
if it will result in a face amount less than the minimum face amount of $50,000.
Changing  from  Option  1 to  Option  2 may  require  evidence  of  insurability
satisfactory  to the  Company  that the Insured is  insurable  for the new death
benefit under its underwriting guidelines then in effect.

    If the death  benefit  option is changed  from Option 2 to Option 1, the new
face  amount  will be the old  face  amount  increased  by the  Policy  Value as
determined on the effective date of the change. Changing from Option 2 to Option
1 does not require evidence of insurability.

Adjustment Options

    A  policyowner  may make a Written  Request to increase the face amount of a
Policy  at any  time,  so  long as the  Policy  is not in a  Grace  Period  or a
policyowner  is not  receiving  benefits  under a waiver  rider.  See  "Optional
Insurance  Benefits." A policyowner  may make a Written  Request to decrease the
face amount at any time on or after the first Policy  Anniversary so long as the
Policy is not in a Grace Period and Monthly  Policy Charges are not being waived
under a rider.  Any  Written  Request  for  adjustment  of face  amount  must be
approved by the Company and is subject to these additional conditions:

      1.    Any  request for an increase in face amount must be applied for by a
            supplemental application and an  adjustment  application,  signed by
            the policyowner and the insured, and shall be subject to evidence of
            insurability  satisfactory  to the  Company  under its  underwriting
            guidelines  then in effect.  The minimum  increase in face amount is
            $25,000.  The age of the  Insured  must be 85 or less at the time of
            the request.

      2.    A request  for a decrease  in face  amount  must be applied for by a
            supplemental  application and an adjustment  application,  signed by
            the Policyowner and the Insured,  and may not reduce the face amount
            of the Policy below $50,000.

      3.    Any increase in face amount will be in a risk classification the
            Company determines.

      4.    Any adjustment  approved by the Company will become effective on the
            Monthly  Date that  coincides  with or next  follows  the  Company's
            approval of the request.

      If a  payment  in an  amount  greater  than  or  equal  to the  adjustment
conditional   receipt   premium   deposit  is  submitted   with  the  adjustment
application,  then a conditional receipt is given to the policyowner  reflecting
receipt of the payment and outlining any interim insurance  coverage provided by
the conditional receipt.  The adjustment  conditional receipt premium deposit is
that  amount  calculated  by the  Company and  provided  to the  policyowner  in
connection  with the  policyowner's  request  for a face  amount  increase.  The
adjustment  conditional  receipt  premium  deposit will be  considered a premium
payment for the Policy and will be  allocated  to the  Divisions of the Separate
Account or to the Fixed Account,  or both, in accordance with the  policyowner's
existing directions for allocation of premium payments.

    Any increase in face amount will carry its own free look period and exchange
right,  which apply only to the increase in face amount,  not the entire Policy.
The  policyowner  has a limited  right to cancel the face amount  increase.  The
request to cancel a face amount increase must be in writing. The Written Request
and the Policy data pages  reflecting the increase must be personally  delivered
or mailed to the  Company's  home  office or to the agent or broker who sold the
face amount increase before the later of:

    *   10 days (30 days for  Policies  issued  in the  state of  California  to
        policyowners  over  age 60)  after  Policy  data  pages  reflecting  the
        increase are received by the policyowner;

    *   10 days (30 days for  Policies  issued  in the  state of  California  to
        policyowners  over age 60) after a written  notice is  delivered  to the
        policyowner  which tells about the  cancellation of face amount increase
        right; or

    *   45 days  after the  policyowner  completes  the  application  for the 
        face amount increase.

    If a face  amount  increase  is  cancelled  pursuant to this right or if the
Company  does not approve a requested  face amount  increase,  the Company  will
restore  to the  Policy  Value an amount  equal to all  Monthly  Policy  Charges
attributable to the increase in face amount  (including rider costs arising from
the increase).  The amount restored will be allocated among the Divisions of the
Separate  Account or the Fixed  Account,  or both,  as if it were a Net Premium.
This  restoration  will be made within seven days after the Company receives the
request for  cancellation  on the appropriate  form. In addition,  the Surrender
Charge will be adjusted, if necessary,  so that it will be as though no increase
in face amount had occurred.

    Net Premiums  paid after an increase in face amount will be allocated to the
Divisions of the Separate Account or the Fixed Account, or both, and will not be
refunded  following  cancellation of the increase.  Policyowners  who request an
increase in face amount  should  consider  this in deciding  whether to make any
premium payments during the free look period for the increase.

    During the first 24 policy  months  following  issuance of Policy data pages
reflecting  an  increased  face  amount,  but not while the Policy is in a Grace
Period,  the  policyowner  may exchange the increased  face amount for any other
form of  fixed  benefit  individual  life  insurance  policy  (other  than  term
insurance)  currently  made  available  by the Company  for this  purpose on the
Insured's  life.  On the  date  of  exchange,  a  portion  of the  Policy  Value
attributable  to the increase will be transferred  to the fixed benefit  policy.
The portion of the Policy Value  attributable  to the increase in face amount is
determined by use of the ratio of guideline  annual premiums for the increase to
guideline annual premiums for the Policy,  determined at the adjustment date for
the face amount increase.

    Premium payments made under the Policy after exercise of this exchange right
will be credited  only to the Policy.  A new Policy will be issued upon exercise
of the exchange right which will require payment of its own premiums.  A portion
of any unpaid  policy loan and loan  interest may be required to be repaid prior
to the exchange or transferred to the new Policy.  In all other  respects,  this
exchange  right for face amount  increases is the same as that available for the
purchase of the Policy (See "Right to Exchange Policy." )

CHARGES AND DEDUCTIONS

    The  Company  will make  certain  charges  and  deductions  to  support  the
operation of the Policy and the Separate Account.  Some charges will be deducted
from premium payments as received, some charges will be deducted from the Policy
Value on a monthly  basis,  and other  charges will be deducted  from the Policy
Value upon total  surrender or termination of a Policy.  In addition,  there are
fees for the  administrative  costs involved in processing certain transfers and
all partial surrenders of Policy Value.

Premium Expense Charge

     Upon receipt of each premium payment, the Company deducts a Premium Expense
Charge.  The  Premium  Expense  Charge  includes a charge of 2.20% for state and
local taxes,  a charge of 1.25% for federal  taxes.  The charge also  includes a
premium  sales load charge of 2.75% for premium  payments  less than or equal to
the Target  Premium  made  during each of the first ten Policy  Years and,  with
respect to premiums less than or equal to Target  Premiums  attributable  to any
face amount  increase,  made during  each of the first ten years  following  the
increase.  Sales loads, including the sales load portion of the Surrender Charge
more  fully  described  below,  are  intended  to  compensate  the  Company  for
distribution  expenses including registered  representatives'  commissions,  the
printing of prospectuses and sales literature, and advertising.  The sales loads
imposed in any Policy Year are not  necessarily  related to actual  distribution
expenses  incurred  in that  year.  Instead,  the  Company  expects to incur the
majority of distribution  expenses in the early years of a Policy and to recover
any deficiency over the life of a Policy.  To the extent  distribution  expenses
exceed sales loads  (including the sales load portion of Surrender  Charges,  if
any) in any year,  the Company will pay them from its other assets or surplus in
its general  account,  which includes amounts derived from mortality and expense
risks charges and from mortality gains.

     The  charges  for  state,  local  and  federal  taxes  are  expected  to be
sufficient to pay these taxes. However, if the Company incurs higher charges for
state,  local or federal taxes, or any other taxes are incurred,  it may make an
additional charge.

Monthly Policy Charge

    On each  Monthly  Date,  the Company  will  deduct from the Policy  Value an
amount to cover certain  charges and expenses  incurred in  connection  with the
Policy.  The Monthly Policy Charge  deduction is made only from the Policy Value
held in the Fixed Account and/or Investment Accounts.  No deduction is made from
a Loan  Account  . The  Monthly  Policy  Charge  will  be  allocated  among  the
Investment  Accounts  and the  Fixed  Account  in  accordance  with  policyowner
instruction  on the  application  for the Policy.  The  policyowner's  choice of
allocation  percentages  may be: (1) the same as the allocation  percentages for
premiums,  (2) on a Prorated Basis or (3) any other method of allocation  agreed
upon  by the  policyowner  and  the  Company.  For  the  Fixed  Account  or each
Investment Account, the allocation percentage must be zero or a whole number not
less than ten nor greater than 100.  The  allocation  percentages  chosen by the
policyowner must total 100.  Requests for changes in allocation  percentages are
effective  on the next  Monthly  Date  following  approval  by the  Company.  If
following  the  policyowner's  instruction  would not be possible on any Monthly
Date due to insufficient value in the Fixed Account and/or Investment  Accounts,
Monthly Policy Charges will be deducted on a Prorated  Basis.  The deduction for
the Monthly  Policy Charge  consists of a charge for the cost of insurance and a
charge  for any  optional  benefits  added by rider,  a  monthly  administration
charge, and a mortality and expense risks charge.

    Cost of Insurance Charge

    The monthly cost of insurance  charge is calculated as (1) multiplied by the
result of (2) minus (3) where:

    (1) is the cost of insurance rate as described below divided by 1,000;

    (2) is the death benefit at the beginning of the policy month; and

    (3) is the Policy Value at the  beginning of the policy month  calculated as
if the Monthly Policy Charges were zero.

    The cost of insurance  rate is based on the sex,  issue age and Attained Age
and risk classification of the insured under the Policy. (For Policies issued in
states which require unisex  pricing or in connection  with  employment  related
insurance  and benefit  plans,  the cost of insurance is not based on the sex of
the  insured.)  The  rate  will be  determined  by the  Company  based  upon its
expectations as to future mortality  experience,  but the rate will never exceed
the rate shown in the Table of Monthly  Guaranteed  Cost of Insurance  Rates set
forth in the Policy. These guaranteed maximum rates are based on the 1980 Smoker
and Nonsmoker  Commissioners  Standard Ordinary Mortality Tables. The table used
will be male or female  according  to the sex of the insured  (where  allowed by
law).  Any  change  in  current  cost  of  insurance  rates  will  apply  to all
individuals  of the  same  age,  sex and  risk  classification  of the  Insured.
However,  different maximum cost of insurance rates may apply to any face amount
increases under a Policy.

    Administration Charge

    The  current  monthly  administration  charge for a Policy  during the first
Policy Year is an amount  equal to $.40 for each  $1,000 of Policy face  amount,
but not less than $6.00 per month and not greater  than $16.67 per month.  After
the  first  Policy  Year,  the  monthly  administration  charge  for a Policy is
currently  set  at  $6.00  per  month.  The  monthly  administration  charge  is
guaranteed  not to exceed an amount equal to the greater of $.60 for each $1,000
of Policy  face  amount or $10.00 per month,  but no more than  $25.00 per month
during the first  Policy  Year and no more than $10.00 per month after the first
Policy Year. The Policy also provides for a contingent  deferred  administration
charge which is a part of the Surrender  Charge imposed upon total  surrender or
termination of a Policy when a Grace Period expires without  sufficient  premium
payment.  (See "Surrender  Charge.") The monthly  administration  charge and the
deferred   administration   charge  reimburse  the  Company  for  the  recurring
administrative  expenses related to the Policy and the Separate  Account.  These
expenses are expenses  other than sales expenses and include,  for example,  the
cost of processing  applications,  conducting medical examinations,  determining
insurability,  establishing  policy records,  premium  reminders and collection,
recordkeeping,  processing  death benefit claims and policy changes,  reporting,
and  overhead   costs.   The  Company  does  not  expect  to  recover  from  the
administration charges any amount above its accumulated expenses associated with
the Policies and the Separate Account.

    Mortality and Expense Risks Charge

    The company deducts a monthly charge from the Policy Value for the mortality
and expense  risks it assumes  under the  Policies.  This charge is made on each
Monthly  Date  at an  annual  rate of .90%  of the  value  of the  Policyowner's
Investment  Accounts (after the fifth Policy Year, .35% if the Policy Value less
the Loan  Account  value on the Monthly  Date is equal to or greater than 20% of
the face amount of the Policy). The mortality risk assumed is that lives insured
may live for a shorter  period of time than the Company  estimated.  The expense
risk assumed is that expenses incurred in issuing and administering the Policies
will be greater than the Company estimated. The Company will realize a gain from
this charge to the extent it is not needed to provide  benefits and pay expenses
under the Policies.

Transaction Charge

     A  transaction  charge  of the  lesser  of $25  or 2% of the  amount  being
surrendered is imposed on each partial surrender of Policy Value.

     A transaction charge of $25 may be imposed on each unscheduled  transfer of
Policy Value among the Investment Accounts exceeding twelve per Policy Year. All
transfers with the same effective date count as one transfer.

Surrender Charge

    During the first ten Policy  Years,  the  Company  will  assess a  Surrender
Charge upon total  surrender of a Policy or termination of a Policy when a Grace
Period expires without sufficient premium payment. In addition, the Company will
assess a  Surrender  Charge  upon  surrender  or  termination  of a  Policy  for
insufficient  premium  payment  which  occurs  during the first ten Policy Years
after the  adjustment  date for a face amount  increase.  Thus,  surrender  of a
Policy or  termination of a Policy for  insufficient  value within the first ten
Policy  Years and within ten Policy  Years after the  adjustment  date of a face
amount  increase  will  result in  assessment  of a composite  Surrender  Charge
representing  the  charge  imposed  on the  initial  face  amount and the charge
imposed on the face amount increase.  Surrender Charges do not decrease when the
face amount of a Policy is decreased. No additional Surrender Charges apply when
the death benefit under a Policy is changed from Option 2 to Option 1.

    The Surrender Charge is comprised of two parts: A contingent  deferred sales
charge and a contingent deferred administration charge.

    Contingent Deferred Sales Charge

The contingent deferred sales charge is equal to 47.75% of premiums paid up to a
maximum of two Target Premiums.  The contingent deferred sales charge portion of
the Surrender Charge is assessed to recover sales expenses and is in addition to
the 2.75% premium sales load charge which is deducted when premium  payments are
made.

    Contingent Deferred Administration Charge

    The contingent deferred  administration  charge is equal to $3 per $1,000 of
Policy face amount. The contingent deferred administration charge portion of the
Surrender  Charge is  intended  to  reimburse  the  Company  for  administrative
expenses  associated with the Policy and the Separate Account and is in addition
to the monthly administration charge for a Policy.

    Surrender Charge Percentage

The  Surrender  Charge  during  any  Policy  Year  is  equal  to the  sum of the
contingent  deferred  sales charge and the  contingent  deferred  administration
charge multiplied by the applicable surrender percentage as shown below.

 Policy Year of Surrender                       Surrender Charge Percentage
 ------------------------                       ---------------------------
                1-5                                    100.0%
                 6                                      83.3%
                 7                                      66.7%
                 8                                      50.0%
                 9                                      33.3%
                10                                      16.7%
                11+                                      0.0%

    If the face amount of a Policy is increased,  Surrender Charges apply to the
net increase in face amount as though a new Policy had been issued for an amount
equal to the net  increase.  The net  increase  in face  amount  is equal to the
increase in face amount less earlier decreases in face amount not offset against
an earlier  increase in face amount.  The  Surrender  Charge  applicable to face
amount  increase  will be  determined  by  multiplying  the increase in the face
amount, in thousands,  by the contingent deferred administration charge ($3) and
adding the increase in premium attributable to the face amount increase (up to a
maximum of two Target  Premiums)  multiplied by the  contingent  deferred  sales
charge  (47.75%).  The sum of these amounts is then  multiplied by the Surrender
Charge percentage in the above table to determine the Surrender Charge.

    Surrender Charges following a Policy's reinstatement commence at the rate in
effect at the time of the Policy's termination.

    Sales Charge Limitations

    If a Policy is surrendered  or its face amount  decreased at any time during
the first two years after  issuance or after an  increase  in face  amount,  the
Company will forego  taking that part of the deferred  sales charge with respect
to "premiums"  paid for the initial face amount or such  increase,  whichever is
applicable,  which  would  cause the total sales load  (Premium  Expense  Charge
deducted from premium payments plus contingent  deferred sales charge) to exceed
the sum of (i) 30% of the premiums paid up to the lesser of one guideline annual
premium or the maximum  amount of premiums  subject to the deferred sales charge
plus (ii) 10% of the premiums paid in excess of one guideline annual premium, up
to the lesser of two guideline annual premiums or the maximum amount of premiums
subject to the deferred sales charge.

Other Charges

    Shares of the Mutual Funds are purchased by the  corresponding  Divisions at
the shares' net asset values. The net asset value of Mutual Fund shares reflects
the investment management fees and corporate operating expenses already deducted
from the assets of the Mutual Funds. The current  investment  management fee and
total  operating  expenses  for each of the Mutual  Funds is provided  under the
heading "Separate  Account".  These fees and expenses are fully described in the
prospectus for each of the Mutual Funds.

Special Provisions for Group or Sponsored Arrangements

     Where permitted by state  insurance  laws,  Policies may be purchased under
group or sponsored  arrangements,  as well as on an individual  basis.  A "group
arrangement"  includes  a program  under  which a trustee,  employer  or similar
entity  purchases  Policies  covering a group of individuals on a group basis. A
"sponsored arrangement" includes a program under which an employer permits group
solicitation  of its employees or an association  permits group  solicitation of
its members for the purchase of Policies on an individual basis.

     The  charges and  deductions  described  above may be reduced for  Policies
issued in connection with group or sponsored arrangements. Such arrangements may
include sales without  premium sales load charges  and/or  Surrender  Charges to
employees,   officers,  directors,  agents,  immediate  family  members  of  the
foregoing,  and  employees  of agents of the Company and its  subsidiaries.  The
Company will reduce the above  charges and  deductions  in  accordance  with its
rules in  effect as of the date an  application  for a Policy  is  approved.  To
qualify for such a  reduction,  a group or  sponsored  arrangement  must satisfy
certain  criteria  as to, for  example,  size of the group,  expected  number of
participants  and anticipated  premium payments from the group.  Generally,  the
sales  contacts and effort,  administrative  costs and mortality cost per Policy
vary based on such factors as the size of the group or  sponsored  arrangements,
the purposes for which Policies are purchased and certain characteristics of its
members. The amount of reduction and the criteria for qualification will reflect
the reduced  sales  effort and  administrative  costs  resulting  from,  and the
different  mortality  experience  expected as a result of,  sales to  qualifying
groups and sponsored arrangements.

    The  Company  may modify  from time to time,  on a uniform  basis,  both the
amounts of reductions  and the criteria for  qualification.  Reductions in these
charges will not be unfairly  discriminatory  against any person,  including the
affected policyowners and all other policyowners funded by the Separate Account.

    In addition, groups and persons purchasing under a sponsored arrangement may
apply for flexible  underwriting.  If flexible underwriting is granted, the cost
of  insurance  charge may increase as a result of higher  anticipated  mortality
experience.  Flexible  underwriting  programs currently  available include batch
underwriting,   expanded   non-medical   underwriting   and   guaranteed   issue
underwriting.

THE FIXED ACCOUNT

Policyowners  may allocate  Net Premiums and transfer  amounts from the Separate
Account to the Fixed Account, in which case such amounts are held in the General
Account  of the  Company.  Because of  exemptive  and  exclusionary  provisions,
interests in the Fixed 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 Investment Company Act of 1940. Accordingly, neither the Fixed Account
nor any interests  therein are subject to the provisions of these Acts and, as a
result, the staff of the Securities and Exchange Commission has not reviewed the
disclosures  in this  prospectus  relating  to the  Fixed  Account.  Disclosures
regarding  the Fixed  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.  This  prospectus  is
generally intended to serve as a disclosure document only for the aspects of the
Policy  involving the Separate  Account and contains  only selected  information
regarding the Fixed Account. More information regarding the Fixed Account may be
obtained from the Company's home office or from a sales representative.

The Company's obligations with respect to the Fixed Account are supported by the
Company's  General  Account.  Subject to  applicable  law,  the Company has sole
discretion over the investment of the assets in the General Account.

The Company  guarantees  that Net Premiums  allocated to the Fixed  Account will
accrue  interest daily at an effective  annual interest rate of not less than 3%
compounded  annually.  In its sole  discretion,  the Company may credit a higher
rate of interest.

Charges  under the  Policy  are the same as when the  Separate  Account is being
used,  except  that the  mortality  and expense  risks  charge is not imposed on
amounts of Policy Value in the Fixed Account.  The value of the Fixed Account on
any Business Day is the sum of the Net Premiums  allocated to the Fixed Account,
plus any transfers  from the Separate  Account,  plus  interest  credited to the
Fixed Account,  less surrenders,  Surrender  Charges,  Monthly Policy Charges or
transaction  fees  allocated  to the Fixed  Account or transfers to the Separate
Account.

POLICY TERMINATION AND REINSTATEMENT

Policy Termination

    An initial minimum premium payment is required to commence  coverage under a
Policy. A minimum premium is required during the first twelve policy months (the
"Minimum Required Premium").  A notice of impending termination of a Policy will
be sent if during  the 12  months  following  the  Policy  Date,  the sum of the
premiums paid is less than the Minimum Required Premium on a Monthly Date.

      The Minimum  Required  Premium on a Monthly Date is equal to (1) times (2)
where:

      1. Is the minimum monthly premium shown on the current data pages ; and

      2. Is one plus the number of completed months since the Policy Date.

    Further,  a notice of impending  termination of a Policy will be sent if the
net  surrender  value of the Policy is not at least equal to the Monthly  Policy
Charges on the current  Monthly Date,  and the death benefit  guarantee  premium
requirement has not been satisfied. (See "Death Benefit Guarantee Rider".)

    The Grace Period begins when a notice of impending  termination is mailed to
a  policyowner.  The notice will be sent to the last post office  address of the
policyowner  known to the Company.  It will show the minimum payment required to
keep the Policy in force.  The notice  will also show the 61-day  period  during
which the Company will accept the required payment.

    If the Grace Period begins because the sum of the premiums paid is less than
the  Minimum  Required  Premium,  the  minimum  payment is the past due  Minimum
Required Premium, which is:

    1.  The Minimum Required Premium due on the next following Monthly Date.

        LESS

    2.  The sum of the premiums paid since the Policy Date.

    If the Grace  Period  ends  before  receipt  by the  Company of the past due
Minimum Required Premium,  the Company will pay to the policyowner any remaining
value in the Policy which would be the excess of (1) over (2) where:

     1. Is the Net Cash Surrender  Value on the Monthly Date at the start of the
        Grace Period; and

    2.  Is the two Monthly Policy Charges applicable during the Grace Period.

    The  refunded  amount will  ordinarily  be  disbursed  by the Company to the
policyowner  within seven days after the request for cancellation is received in
the Company's home office. (See "Postponement of Payments.")

    If the Grace Period begins because the Net Cash Surrender Value is less than
the  current  Monthly  Policy  Charge,  the  minimum  payment is three times the
Monthly  Policy  Charge  which was due and unpaid.  This  payment is intended to
reimburse  the Company for the Monthly  Policy  Charges  during the 61-day Grace
Period and provide  sufficient Policy Value to pay the Monthly Policy Charge for
the first Monthly Date  following  the Grace  Period.  There is no guarantee the
amount  requested at the  beginning of the Grace  Period will be  sufficient  to
actually meet the three Monthly Policy Charges as they are processed. Should the
Policy's Net Cash Surrender  Value not at least equal the Monthly Policy Charges
on any Monthly Date, a new 61-day Grace Period will commence.

    The Policy  will  continue  in force  through a Grace  Period;  but,  if the
required  payment is not received by the Company during the 61-day  period,  the
Policy will  terminate as of the Monthly Date on or  immediately  preceding  the
start of the Grace Period. If the Insured dies during a Grace Period, the policy
proceeds  will be reduced by the amount of all  Monthly  Policy  Charges due and
unpaid at the Insured's death, as well as by loans and unpaid loan interest.

    A Policy will also terminate if the  policyowner  makes a total surrender of
the  Policy,  the death  proceeds  under  the  Policy  are paid or the  maturity
proceeds under the Policy are paid. When a Policy terminates for any reason, all
policy privileges and rights of the policyowner under the Policy end.

Reinstatement

    A policyowner may, however,  reinstate a Policy which terminated as a result
of  insufficient  value or  failure  to pay the  Minimum  Required  Premium on a
Monthly Date during the 12 months following the Policy Date,  subject to certain
conditions. A Policy may be reinstated only prior to the Maturity Date and while
the insured is alive.  The  application  for  reinstatement  must be  personally
delivered  or mailed to the Company at its home office  within  three years of a
Policy's termination. (In some states, the Company is required by law to provide
a longer period of time within which a Policy may be  reinstated.)  Satisfactory
proof of insurability based upon the Company's  underwriting  guidelines then in
effect and payment of a reinstatement  premium of at least the greater of (1) an
amount that, after deduction of Premium Expense Charges,  is sufficient to allow
at least  three  Monthly  Policy  Charges or (2) the past due  Minimum  Required
Premium  are  required.  Payment of  Monthly  Policy  Charges  for the period of
termination is not required. If a policy loan or loan interest was unpaid at the
time of termination,  the Company will require repayment or reinstatement of the
loan and any loan interest before permitting  reinstatement of the Policy.  Loan
interest  will  not be  charged  for  the  period  the  Policy  was  terminated.
Reinstatement will be effective on the next Monthly Date following the Company's
approval  of the  reinstatement  application.  The Policy  Date will  remain the
original  Policy  Date  and  will  not be  changed  at  reinstatement,  although
Surrender Charges for total surrender following reinstatement will resume at the
rate  charged  at the time of the  Policy's  termination,  as  adjusted  for the
payment of past due premiums,  if any. Upon  reinstatement of a Policy,  all the
rights and privileges of the owner are restored.

OTHER MATTERS

Voting Rights

    The Company  shall vote Mutual Fund shares held in the  Separate  Account at
regular  and special  meetings of  shareholders  of each Mutual  Fund,  but will
follow voting  instructions  received from persons having the voting interest in
such Mutual Fund shares.

    The  policyowner  has the voting  interest under a Policy.  The  policyowner
shall  have one  vote  for each  $100 of  Policy  Value in the  Divisions,  with
fractional  votes  allocated for amounts less than $100.  The number of votes on
which the  policyowner  has the right to instruct  will be  determined as of the
date  coincident  with the date  established by the Mutual Fund for  determining
shareholders  eligible  to  vote  at the  meeting  of the  Mutual  Fund.  Voting
instructions will be solicited by written  communications prior to such meetings
in accordance with  procedures  established by the Mutual Fund. The Company will
vote other Mutual Fund shares held in the Separate Account,  including those for
which no instructions are received in the same proportion as it votes shares for
which it has received  instructions.  All Mutual Fund shares held in the general
account of the Company  will be voted in  proportion  to  instructions  that are
received with respect to participating contracts.

    If the Company determines pursuant to applicable law that Mutual Fund shares
held in the Separate Account need not be voted pursuant to instructions received
from persons  otherwise  having the voting interest as provided above,  then the
Company may vote Mutual  Fund  shares  held in the  Separate  Account in its own
right.

    The Company may, when required by state  insurance  regulatory  authorities,
disregard voting  instructions if the instructions  require that shares be voted
so as to cause a change in  subclassification  or  investment  objective  of the
Mutual Fund, or disapprove an investment  advisory  contract of the Mutual Fund.
In addition,  the Company may disregard voting  instructions in favor of changes
initiated by a policyowner in the investment policy or the investment adviser of
the Mutual Fund if the Company reasonably  disapproves of such changes. A change
would be  disapproved  only if the  proposed  change is contrary to state law or
prohibited by state  regulatory  authorities or the Company  determines that the
change would be inconsistent  with the investment  objectives of the Mutual Fund
or would  result in the  purchase of  securities  for the Mutual Fund which vary
from the general  quality and nature of investments  and  investment  techniques
utilized by other separate  accounts created by the Company or any affiliates of
the Company  which have  similar  investment  objectives.  In the event that the
Company does  disregard  voting  instructions,  a summary of that action and the
reason  for such  actions  will be  included  in the next  semiannual  report to
policyowners.

Statement of Values

    The Company will mail an annual  statement to the policyowner  after the end
of each Policy Year until the Policy terminates. The statement will show:

    1.  the current death benefit;
    2.  the current Policy Value and surrender value;
    3.  all premiums paid since the last statement;
    4.  all charges since the last statement;
    5.  any Policy loans and loan interest;
    6.  any partial surrenders since the last statement;
    7.  the number of Units and Unit value;
    8.  the total value of each of the policyowner's Investment Accounts; and
    9.  any investment gain or loss since the last statement.
   10.  the designated beneficiary or beneficiaries;
   11.  all riders included with the Policy; and
   12.  a detailed summary of activity which occurred during the Policy Year.

    Any  policyowner  may  request  at any time a current  statement  of account
values, transactions and activities by telephoning 1-800-852-4450.

    The Company will also send to the  policyowner  the reports  required by the
Investment Company Act of 1940.

Service Available by Telephone

    Unless  telephone  transaction  services  are  declined on the  supplemental
application for a Policy, or at any subsequent time the policyowner notifies the
Company  in  writing  to  remove   telephone   transaction   services,   certain
transactions,  including  transfers  permitted  by the  Policy,  changes  in the
allocation of future  premium  payments and changes in allocation of the Monthly
Policy  Charge,  may be made pursuant to telephone  instructions.  The telephone
transactions may be exercised by telephoning 1-800-852-4450.  Telephone transfer
requests  must be received by the close of the New York Stock  Exchange on a day
when the Company is open for business to be effective  that day.  Requests  made
after that time or on a day when the  Company is not open for  business  will be
effective the next Business Day.  Although  neither the Separate Account nor the
Company is responsible for the authenticity of telephone  transaction  requests,
the right is reserved to refuse to accept telephone requests when in the opinion
of the Company it seems prudent to do so. The policyowner bears the risk of loss
caused by fraudulent  telephone  instructions the Company reasonably believes to
be genuine.  The Company will employ  reasonable  procedures to assure telephone
instructions  are genuine and if such  procedures are not followed,  the Company
may be liable for losses due to  unauthorized or fraudulent  transactions.  Such
procedures  include recording all telephone  instructions,  requesting  personal
identification  information such as the caller's name, daytime telephone number,
social  security number and/or  birthdate and sending a written  confirmation of
the transaction to the policyowner's address of record.  Policyowners may obtain
additional  information and assistance by telephoning the toll free number.  The
Company may modify or terminate telephone transfer procedures at any time.

    Policyowners may obtain additional information and assistance by telephoning
the toll free number.

GENERAL PROVISIONS

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 held by
any Division or which any Division  may  purchase.  If shares of any Mutual Fund
should no longer be  available  for  investment  or if, in the  judgment  of the
Company's  management,  further  investment  in shares of any mutual fund should
become  inappropriate  in view of the  purposes of the  Policy,  the Company may
substitute shares of any other investment  company for shares already purchased,
or to be purchased in the near future under the  Policies.  No  substitution  of
securities  will take place  without  notice to  policyowners  and without prior
approval of the Securities and Exchange  Commission,  to the extent  required by
the Investment Company Act of 1940.

    The investment policy of the Separate Account will not be materially changed
unless a  statement  of the  change  is filed  with and not  disapproved  by the
Insurance  Commissioner of the State of Iowa and the Superintendent of Insurance
of the State of New York, if required.  Whether a change in investment policy is
material will be determined in conjunction with the appropriate  state insurance
commissioner(s).  The  policyowner  will be notified of any material  investment
policy  change.  The  policyowner  may then change  allocation  percentages  and
transfer any value in an affected  Division to another  Division without charge.
In the alternative, the policyowner may exchange the Policy for a fixed-benefit,
flexible  premium life insurance policy offered by the Company for this purpose.
The policyowner may exercise this exchange  privilege until the later of 60 days
after (i) the effective date of such change,  or (ii) the receipt of a notice of
the  options  available.  The face  amount of the new  policy  will be the death
benefit of the Policy on the date of exchange.

    Each Mutual Fund is subject to certain investment restrictions which may not
be changed  without the  approval  of the  majority  of the  outstanding  voting
securities. See the accompanying prospectuses for the Mutual Funds.

Optional Insurance Benefits

     Subject  to  certain   requirements   and   approved  by  state   insurance
departments,  one or more  supplementary  benefits  may be  added  to a  Policy,
including those providing term insurance  options,  providing  accidental  death
coverage,  waiving  Monthly Policy  Charges or waiving of premium  payments upon
disability,  accelerating  benefits in the event of terminal illness,  providing
cost of living  increases  in  benefits,  providing a death  benefit  guarantee,
providing  extended  coverage  beyond the  Maturity  Date,  and,  in the case of
business-owned Policies, permitting a change of the life insured, providing face
amount  increases  that reflect salary  increases,  providing  extra  protection
increases and providing  enhanced  policy values in the early years of a Policy.
More detailed information concerning supplementary benefits may be obtained from
an authorized agent of the Company.  The cost, if any, of any optional insurance
benefits will be deducted as part of the Monthly Policy Charge.
 
The Contract

    The Policy, the application  attached  to it, any supplemental  application,
any adjustment  applications,  any amendments to the application and the current
data pages make up the entire contract  between the Company and the policyowner.
Any  statements  made in the  application or an adjustment  application  will be
considered  representations and not warranties. No statement,  unless made in an
application,  will be used to void a Policy (or void an adjustment in case of an
adjustment  application)  or to defend against a claim. A Policy may be modified
by mutual agreement  between the policyowner and the Company.  Any alteration of
the Policy  must be in  writing  and  signed by one of the  Company's  corporate
officers. No one else, including the agent, may change the contract or waive any
provisions.

Incontestability

    The Company will not contest the insurance coverage provided under a Policy,
except for any subsequent increase in face amount,  after the Policy has been in
force  during the  lifetime  of the  insured  for a period of two years from the
Policy Date. This provision does not apply to claims for total  disability or to
accidental death benefits which may be provided by a rider to a Policy. Any face
amount  increase  made  under  the  adjustment  options  has  its  own  two-year
contestable period which begins on the effective date of the adjustment.

Misstatements

    If the age or sex of the  insured  has  been  misstated  in an  application,
including a reinstatement  application,  the death benefit under the Policy will
be the Policy  Value plus the amount which would be purchased by the most recent
mortality charge at the correct age and sex.

Suicide

    A Policy does not cover the risk of suicide within two years from the Policy
Date or two years from the date of any  increase in face amount with  respect to
such  increase,  whether the insured is sane or insane.  In the event of suicide
within two years of the Policy Date, the only liability of the Company will be a
refund of  premiums  paid,  without  interest,  less any  policy  loans and loan
interest and any partial surrenders. In the event of suicide within two years of
an increase in face amount, the only liability of the Company in respect to that
increase  in face  amount  will be a refund  of the cost of  insurance  for that
increase.

Ownership

    The  owner of the  Policy  is as named in the  application.  The  owner  may
exercise every right and enjoy every privilege  provided by the Policy,  subject
to the rights of any irrevocable  beneficiary.  All privileges and rights of the
owner  under a Policy end when the owner  surrenders  the  Policy for cash,  the
death  proceeds of the Policy are paid,  or the maturity  proceeds of the Policy
are paid.  Also, if the Grace Period ends without  receipt by the Company at its
home office of the payment  required to keep the Policy in force, the privileges
and  rights of the owner  terminate  as of the  Monthly  Date on or  immediately
preceding  the start of the Grace  Period.  If the owner is not the  insured and
dies  before the  Insured,  the Insured  becomes the owner  unless the owner has
provided  for a  successor  owner.  The owner may be changed by filing a Written
Request  with the  Company.  The  Company's  approval is needed and no change is
effective  until the Company  approves the Written  Request for change of owner.
Once  approved,  the  change is  effective  as of the date the owner  signed the
Written  Request.  The Company  reserves the right to require that the Policy be
sent to the Company so that the change may be recorded.

Beneficiaries

    The original  beneficiaries  and contingent  beneficiaries are designated by
the policyowner on the application.  A primary and/or contingent  beneficiary or
beneficiaries  may be changed by Written  Request to the Company.  The Company's
approval is needed and no change is  effective  until the Company  approves  the
Written  Request  for  change  of  beneficiary.  Once  approved,  the  change is
effective as of the date the owner signed the Written Request.  If changed,  the
primary beneficiary or contingent  beneficiary is as shown in the latest written
change filed with the Company.  One or more primary or contingent  beneficiaries
may be named in the application or a later change request.

Benefit Instructions

    While the insured is alive, the owner may file  instructions for the payment
of death  proceeds  under one of the  benefit  options  under the  Policy.  Such
instructions,  or a change of  instructions,  must be made by Written Request to
the Company.  If the owner changes the beneficiary,  that change will revoke any
prior benefit instructions.

Postponement of Payments

    Payment of any  amount  upon total or partial  surrender,  policy  loan,  or
proceeds  payable at death or  maturity  and the right to transfer to or from an
Investment  Account may be  postponed or  suspended  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
Securities and Exchange  Commission;  (2) the Securities and Exchange Commission
by order permits  postponement  for the protection of  policyowners;  or (3) the
Securities  and  Exchange  Commission  requires  that trading be  restricted  or
declares  an  emergency,  as a result of which  disposal  of  securities  is not
reasonably  practicable or it is not reasonably practicable to determine the net
asset value of the Mutual Funds.

Assignment

    The Policy can be assigned as  collateral  for a loan.  The Company  must be
notified in writing if the Policy has been  assigned.  Each  assignment  will be
subject  to any  payments  made or  action  taken  by the  Company  prior to its
notification of such assignment. The Company is not responsible for the validity
of an assignment.  An assignment as collateral does not change the owner but the
rights of  beneficiaries,  whenever  named,  become  subordinate to those of the
assignee.

Policy Proceeds

    Death  proceeds  under a Policy will  ordinarily  be paid within  seven days
after the Company  receives  due proof of death.  Payments  may be  postponed in
certain  circumstances.  (See  "Postponement of Payments.") During the insured's
lifetime,  the  policyowner  may arrange for the death  proceeds to be paid in a
lump sum or under one or more of the settlement  options described below.  These
choices are also available if the Policy is surrendered or matures.

    When death  proceeds are payable in a lump sum, the  beneficiary  may select
one or more of the settlement options.

    The following options are available:

Option A

    Special  Benefit  Arrangement - A specially  designed  benefit option may be
arranged with the Company's approval.

Option B

    Proceeds  Left at  Interest - The  Company  will hold the amount  applied on
deposit.  Interest  payments will be made annually,  semiannually,  quarterly or
monthly, as elected.

Option C

    Fixed Income - The Company will pay an income of a fixed amount or an income
for a fixed period not exceeding 30 years.

Option D

    Life Income - The Company will pay an income during a person's  lifetime.  
A minimum guaranteed period may be used.

Option E

    Joint and Survivor  Life Income - The Company will pay an income  during the
lifetime of two persons,  and continuing  until the death of the survivor.  This
option includes a minimum guaranteed period of 10 years.

Option F

    Joint and  Two-Thirds  Survivor Life Income - The Company will pay an income
during the time two persons both remain  alive,  and  two-thirds of the original
amount during the remaining lifetime of the survivor.

    Interest at a rate set by the Company, but never less than required by state
law,  will be applied to  determine  the  payment  under  Option B, and any such
interest in excess of the  guaranteed  minimum  will be added to payments  under
Option C.

Participating Policy

    The Policies share in any divisible surplus of the Company. The Company will
determine each Policy's share of the surplus and will credit it as a dividend at
the end of each Policy Year.  The Company  does not expect to pay any  dividends
under the Policy. Dividends, if any, will be paid in cash.

Right To Exchange Policy

    During the first 24 policy  months  following  issuance of a Policy,  except
during a Grace  Period,  the  policyowner  may exchange the Policy for any other
form of  fixed  benefit  individual  life  insurance  policy  (other  than  term
insurance)  currently  made  available  by the Company  for this  purpose on the
insured's  life.  At  present,  the Company  makes  several  insurance  policies
available for exercise of this exchange  right.  Such request must be postmarked
or  delivered  to the home office of the  Company  before the  expiration  of 24
months after the Policy Date. At the option of the  policyowner,  the new policy
will  provide  either the same death  benefit or the same  amount at risk as the
Policy did at the time of the exchange request. Premiums for the new policy will
be based on the same issue age, sex and risk classification of the insured under
the Policy.  An equitable  adjustment  in the new policy's  payments and cash or
Policy  Values will be made to reflect  variances,  if any, in the  payments and
Policy Values under the Policy and the new policy.  Minimum  benefits of the new
policy will be fixed and guaranteed  and the new policy will not  participate in
the experience of the Separate  Account.  Policy values will be determined as of
the date the Written  Request for  exchange  is received at the  Company's  home
office.  Evidence of  insurability  will not be required  for the  exchange.  No
charge will be imposed on the exercise of this  exchange  privilege.  Any policy
loan and loan  interest must be repaid prior to the exchange or  transferred  to
the new  policy.  Any  benefit  riders  included  as a part of a  Policy  may be
exchanged,  without evidence of insurability,  for similar benefit riders on the
new policy if both these conditions are met:

    1.  The policyowner,  in the Written Request for exchange,  indicates that
        the rider or riders should be a part of the new policy; and

    2.  The similar benefit rider or riders were available for the new policy on
        the effective date of the benefit rider for the Policy based on the same
        issue age, sex and risk classification of the insured under the Policy.

    The  exchange  will be effective  upon proper  receipt by the Company of the
Written  Request,  any amount  required as an  adjustment  and  surrender of the
Policy.

    The policyowner may also exchange the Policy for a  fixed-benefit,  flexible
premium  policy in the event of a  material  change  in  investment  policy of a
Division (see "Addition, Deletion or Substitution of Investments.")

    In  addition,  the  policyowner  has the  right to  exchange  a face  amount
increase for a  fixed-benefit,  flexible  premium  policy at any time during the
first 24 months following issuance of Policy data pages reflecting a face amount
increase,  but not  while  the  policy  is in a Grace  Period  (see  "Adjustment
Options.")

DISTRIBUTION OF THE POLICY

     The Policy will be sold by  individuals  who, in addition to being licensed
and  appointed as life  insurance  agents or brokers for the  Company,  are also
registered representatives of the principal underwriter of the Policies, Princor
Financial  Services  Corporation,  or  of  other  broker-dealers  which  Princor
Financial  Services  Corporation  selects  and  the  Company  approves.  Princor
Financial  Services  Corporation is registered  with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a broker-dealer and is a
member of the National  Association  of Securities  Dealers,  Inc. For contracts
distributed by the principal  underwriter  commissions will range between 0% and
50% of premium received in the first year of a Policy (and between 0% and 50% of
premium received in the first year following an adjustment date), up to a Target
Premium  determined  by a rate per $1,000 of face amount which varies by the age
and sex of the  insured.  In  addition,  commissions  will  include  0% to 4% of
premium received in the first year of the Policy,  above the Target Premium. For
years  two and  later  of a  Policy,  commissions  will  range  from 0% to 2% of
premiums  received.  A service fee of 0% to 2% is paid on all premiums  received
after the first Policy Year. In addition,  a persistency  renewal commission may
be paid which ranges from 1.25% to 5.25% of premiums received in the first three
Policy Years,  depending upon the agent's or broker's total life insurance sales
for the Company.  Expense  allowances  may also be payable to agents and brokers
based upon premiums received.  Commission  amounts for contracts  distributed by
broker-dealers other than the principal underwriter will vary.

    The Company has entered into a distribution agreement with Princor Financial
Services  Corporation.  Princor  Financial  Services  Corporation  is  also  the
principal  underwriter for various registered  investment companies organized by
the Company. Princor Financial Services Corporation is a wholly-owned subsidiary
of Principal Holding Company. Principal Holding Company is a holding company and
a wholly-owned subsidiary of the Company.

OFFICERS AND DIRECTORS OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

    Principal  Mutual Life Insurance  Company is managed by a Board of Directors
which is elected by its  policyowners.  The directors and executive  officers of
the  Company,  their  positions  with the  Company,  including  Board  Committee
memberships,  and their principal  occupation during the last five years, are as
follows:

DIRECTORS:
EXECUTIVE OFFICERS (OTHER THAN DIRECTORS):

    J. E. ASCHENBRENNER      Senior Vice President
    R. S. CRABTREE           Executive Vice President
    J. B. GRISWELL           Executive Vice President
    T. J. GAARD              Senior Vice President
    M. H. GERSIE             Senior Vice President
    T. J. GRAF               Senior Vice President
    R. E. KELLER             Executive Vice President
    G. R. NARBER             Senior Vice President and General Counsel
    C. E. ROHM               Executive Vice President

<TABLE>
<CAPTION>
                                    Principal Occupation
Name, Positions and Offices         During Last 5 Years

<S>                                 <C>   
M. VERMEER ANDRINGA                 President and Chief Operating Officer, Vermeer Manufacturing Company.
Director
Member, Nominating Committee

R. M. DAVIS                         President and Chief Executive Officer, The Pymatuning Group, Inc.
Director
Member, Nominating Committee

D. J. DRURY                         Chairman and Chief  Executive  Officer,  Principal  Mutual Life  Insurance Company since  
Director                            January  1995.  President and Chief  Executive  Officer from 1994 - 1995; President from
Chairman of the Board               1993-1994;   Executive  Vice  President  from  1992-1993;  Executive  Vice
President and Chair,                Chief Actuary 1992; prior thereto,  Senior Vice President and Chief Actuary.
 Executive Committee   

C. D. GELATT, JR.                   President, NMT Corporation.
Director
Member, Executive and
 Human Resources Committees

G. D. HURD                          Retired.  Chairman  and Chief  Executive  Officer,  Principal  Mutual Life
Director                            Insurance Company 1989 - 1994.
Member, Executive and
 Human Resources Committee

T. M. HUTCHISON                     Vice  Chairman,  Principal  Mutual Life  Insurance  Company  since  August
Director                            1994.  Prior thereto, Executive Vice President.

C. S. JOHNSON                       President and Chief  Executive  Officer,  Pioneer  Hi-Bred  International,
Director                            Inc. since September 1995.  President  and  Chief  Operating  Officer   March-September 1995;
Member, Audit Committee             Executive Vice President 1993-1995. Prior thereto, Senior Vice President.              
                                    
W. T.  KERR                         President & Chief Operating Officer since 1994 Meredith Corporation.
Director                            Executive  Vice President  1991-1994.  Prior thereto  President,  New York  Times.
Member, Nominating Committee

L. LIU                              President, Chairman and Chief Executive Officer, IES Industries, Inc.
Director
Member, Executive and Human
 Resources Committees

V. H. LOEWENSTEIN                   Managing Partner, Egon Zehnder International
Director
Member, Audit Committee

J. R. PRICE, JR.                    Managing Director, Chemical Banking Corporation.
Director
Chair, Audit Committee

B. A. RICE                          Consultant   for   Rice  &   Associates   since   1995.   Consultant   for
Director                            Organizational Effectiveness 1994-1995.  Prior thereto,  Vice  President-Human  Resources,  
Member, Human Resources Committee   Scott Paper Company.

J-P. C. ROSSO                       President  and Chief  Executive  Officer,  Case  Corporation,  since April
Director                            1994.  President Honeywell, Inc., 1991-1994;   Prior  thereto  President, Honeywell Europe.
Member, Audit Committee

D. M. STEWART                       President, The College Board.
Director
Chair, Nominating Committee

E. E. TALLETT                       President and Chief Executive Officer, Transcell Technologies,  Inc. since
Director                            1992. Prior thereto, President - Pharmaceutical Division,  Centocor, Inc., 1989-1992.
Member, Audit Committee

D. D. THORNTON                      Retired since 1993. Prior thereto  President,  Boeing Commercial  Airplane Group.
Director
Chair, Human Resources Committee

F. W. WEITZ                         President,  Chairman  of the  Board  and Chief  Executive  Officer,  Essex Meadows, Inc. 
Member, Executive                   since 1995.  Prior  thereto,  President,  Chairman  of the Board, and Chief Executive Officer, 
 and Nominating Committees          The Weitz Corporation and its subsidiaries.
</TABLE>

STATE REGULATION OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

    The Company is organized  under the laws of the State of Iowa and is subject
to regulation by the  Commissioner of Insurance of Iowa. An annual  statement is
filed with the Iowa  Division  of  Insurance  on or before  March 1 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 Commissioner examines
the assets
 and  liabilities  of the Company and the Separate  Account and  verifies  their
adequacy.  A full  examination  of the Company's  operations is conducted by the
National Association of Insurance Commissioners at least every five years.

FEDERAL TAX MATTERS

The  discussion  contained  herein is general in  nature,  is not an  exhaustive
discussion of all tax questions that might arise under the policies,  and is not
intended as tax advice.  No attempt is made to consider any applicable  state or
other  tax  laws  and  no  representation  is  made  as  to  the  likelihood  of
continuation of current  federal income tax laws and treasury  regulations or of
current interpretations of the Internal Revenue Service.

While the  Company  reserves  the right to make  changes in the Policy to assure
that it continues to qualify as life  insurance  for tax  purposes,  the Company
cannot make any guarantee  regarding the future tax treatment of any Policy. For
complete  information  on the impact of changes  with  respect to the Policy and
federal and state considerations, a qualified tax advisor should be consulted.

The  ultimate  effect of federal  income taxes on values under the Policy and on
the  economic  benefit  to the  policyowner  or  beneficiary  depends  upon  the
Company's  tax  status,  upon the terms of the Policy and upon the tax status of
the individual concerned.

Tax Status of the Company and the Separate Account

The Company is taxed as an insurance  Company under Subchapter L of the Internal
Revenue  Code of 1986 (the  "Code").  The  Separate  Account  is not a  separate
taxable  entity  and its  operations  are taken into  account by the  Company in
determining  its income tax liability.  All  investment  income and realized net
capital  gains on the assets of the separate  account are  reinvested  and taken
into  account in  determining  Policy  Values and are  automatically  applied to
increase the book reserves associated with the policies.  Under existing federal
income tax law,  neither the investment  income nor any net capital gains of the
Separate Account, are taxed to the Company to the extent those items are applied
to increase reserves associated with the policies.

Charges for Taxes

The  Company  imposes a federal tax charge  equal to 1.25% of premiums  received
under the Policy to  compensate  for the federal  income tax liability it incurs
under  Section 848 of the Code by reason of its  receipt of  premiums  under the
Policy.  The Company  believes that this charge is reasonable in relation to the
increased  tax burden it incurs as a result of Section  848. No other  charge is
currently  made on the Separate  Account for federal income taxes of the Company
that may be  attributable  to the Separate  Account.  Periodically,  the Company
reviews the appropriateness of charges to the Separate Account for the Company's
federal income taxes, and in the future, a charge may be made for federal income
taxes incurred by the Company that are attributable to the Separate Account.  In
addition,  depending  on the method of  calculating  interest  on Policy  Values
allocated  to the Fixed  Account,  a charge may also be imposed for the Policy's
share of the Company's federal income taxes attributable to the Fixed Account.

Under current  laws,  the Company may incur state or local taxes (in addition to
premium taxes) in several states.  At present,  these taxes are not significant.
If there is a material change in applicable state or local tax laws, the Company
reserves the right to charge the Separate  Account for the portion of such taxes
, if any, attributable to the Separate Account.

Diversification Standards

In addition to other requirements  imposed by the Code, a Policy will qualify as
life insurance under the Code only if the  diversification  requirements of Code
Section 817(h) are satisfied by each Separate Account in which any of the Policy
Values  are held.  To assure  that each  Policy  continues  to  qualify  as life
insurance for federal  income tax purposes,  the Company  intends to comply with
Code Section 817(h) and the regulations thereunder.

Life Insurance Status of Policy

The Company  believes  that the Policy meets the  statutory  definition  of life
insurance  under Code Section 7702 and that the  policyowner  and beneficiary of
any Policy will receive the same federal  income tax  treatment as that accorded
to  owners  and   beneficiaries  of  fixed  benefit  life  insurance   policies.
Specifically,  the death benefit  under the Policy will be  excludable  from the
gross income of the  beneficiary  subject to the terms and conditions of Section
101(a)(1) of the Code. (Death benefits under a "modified  endowment contract" as
discussed  below are  treated in the same  manner as death  benefits  under life
insurance contracts that are not so classified.)

In addition, unless the Policy is a "modified endowment contract," in which case
the receipt of any loan under the Policy may result in  recognition of income to
the  policyowner,  the  policyowner  will not be  deemed  to be in  constructive
receipt of the Policy Values,  including  increments  thereon,  under the Policy
until  proceeds of the Policy are received upon a total or partial  surrender of
the Policy.

Modified Endowment Contract Status

A Policy will be a modified endowment contract if it satisfies the definition of
life  insurance set out in the Internal  Revenue  Code,  but it either fails the
additional  "7-pay  test" set forth in Code  Section  7702A or was  received  in
exchange for a modified endowment contract. A Policy will fail the 7-pay test if
the  accumulated  amount  paid under the  contract  at any time during the first
seven  contract  years  exceeds the total  premiums that would have been payable
under a Policy providing for guaranteed benefits upon the payment of seven level
annual premiums. A Policy received in exchange for a modified endowment contract
will be taxed  as a  modified  endowment  contract  even if it  would  otherwise
satisfy the 7-pay test.

 While the 7-pay test is generally  applied as of the time the Policy is issued,
certain changes in the contractual terms of a Policy will require a Policy to be
retested  to  determine  whether  the  change  has caused the Policy to become a
modified endowment  contract.  For example, a reduction in death benefits during
the first seven contract years will cause the Policy to be retested as if it had
originally been issued with the reduced death benefit.

In addition,  if a "material  change"  occurs at any time while the Policy is in
force,  a new  7-pay  test  period  will  start and the  Policy  will need to be
retested to determine  whether it  continues  to meet the 7-pay test.  The term"
material change" generally  includes  increases in death benefits,  but does not
include an increase in death  benefits which is  attributable  to the payment of
premiums necessary to fund the lowest level of death benefits payable during the
first  seven  contract  years,  or which is  attributable  to the  crediting  of
interest with respect to such premiums.

Because the Policy  provides  for  flexible  premium  payments,  the Company has
instituted  procedures  to  monitor  whether  increases  in  death  benefits  or
additional  premium  payments  cause either the start of a new  seven-year  test
period or the  taxation  of  distributions  and loans.  All  additional  premium
payments will be considered in these determinations.

If a Policy fails the 7-pay test, all distributions  (including loans) occurring
in the year of failure and thereafter  will be subject to the rules for modified
endowment   contracts.   A  recapture   provision  also  applies  to  loans  and
distributions that are received in anticipation of failing the 7-pay test. Under
the Code, any  distribution or loan made within two years prior to the date that
a Policy fails the 7-pay test is considered to have been made in anticipation of
the failure.

Policy Surrenders and Partial Surrenders

Upon a total  surrender of a Policy,  the  policyowner  will recognize  ordinary
income for federal  tax  purposes  to the extent  that the net  surrender  value
exceeds the  investment  in the contract (the total of all premiums paid but not
previously  recovered plus any other consideration paid for the Policy). The tax
consequences  of a partial  surrender from a Policy will depend upon whether the
partial surrender results in a reduction of future benefits under the Policy and
whether the Policy is a modified endowment contract.

If the Policy is not a modified endowment  contract,  the general rule is that a
partial  surrender  from a Policy is taxable  only to the extent that it exceeds
the total investment in the contract. An exception to this general rule applies,
however,  if a reduction  of future  benefits  occurs  during the first 15 years
after a Policy is issued and there is a cash  distribution  associated with that
reduction.  In such a case,  the Code  prescribes  a  formula  under  which  the
policyowner  may be taxed on all or a part of the amount  distributed.  After 15
years,  cash  distributions  from a  Policy  that  is not a  modified  endowment
contract  will not be subject to federal  income tax,  except to the extent they
exceed  the total  investment  in the  contract.  The  Company  suggests  that a
policyowner consult with a tax advisor in advance of a proposed decrease in face
amount or a partial  surrender.  In addition,  any amounts  distributed  under a
"modified  endowment  contract"  (including proceeds of any loan) are taxable to
the extent of any accumulated income in the Policy. In general, the amount which
may be  subject  to tax is the  excess of the  Policy  Value  (both  loaned  and
unloaned) over the previously unrecovered premiums paid.

Under certain circumstances,  a distribution under a modified endowment contract
(including  a loan)  may be  taxable  even  though  it  exceeds  the  amount  of
accumulated  income  in the  Policy.  This can occur  because  for  purposes  of
determining the amount of income  received upon a distribution  (or loan) from a
modified endowment  contract,  the Code requires the aggregation of all modified
endowment  contracts  issued  to the  same  policyowner  by an  insurer  and its
affiliates  within the same calendar year.  Therefore,  loans and  distributions
from any one such Policy are taxable to the extent of the income  accumulated in
all the modified endowment contracts required to be so aggregated.

If any amount is taxable as a distribution of income under a modified  endowment
contract (as a result of a total surrender,  a partial  surrender or a loan), it
may also be  subject to a 10%  penalty  tax under Code  Section  72(v).  Limited
exceptions   from  the   additional   penalty  tax  are  available  for  certain
distributions  to  individual  policyowners.  The  penalty tax will not apply to
distributions:  (i) that are made on or after the date the taxpayer  attains age
59 1/2; or (ii) that are attributable to the taxpayer's  becoming  disabled;  or
(iii) that are part of a series of substantial equal periodic payments (made not
less  frequently  than  annually)  made for the life or life  expectancy  of the
taxpayer.

Policy Loans and Interest Deductions

The Company also believes  that under  current law any loan  received  under the
Policy will be treated as a Policy debt of a  policyowner  and that,  unless the
Policy is a modified endowment contract, no part of any loan under a Policy will
constitute  income to the  policyowner.  If the Policy is a  modified  endowment
contract (see discussion above) loans will be fully taxable to the extent of the
income  in the  Policy  (and  in any  other  contracts  with  which  it  must be
aggregated) and could be subject to the additional 10 percent tax.

Code Section 264 imposes stringent limitations on the deduction of interest paid
or  accrued  on loans in  connection  with a  Policy.  In  addition,  under  the
"personal" interest  limitation  provisions of Code Section 163, no deduction is
allowed for  interest on any Policy loan if the  proceeds  are used for personal
purposes,  even if the Policy and loan otherwise meet the  requirements  of Code
Section 264. The limitations on deductibility of personal interest may not apply
to  disallow  all or part of the  interest  expense as a  deduction  if the loan
proceeds are used for "trade or business" or "investment"  purposes. The Company
suggests consultation with a tax advisor for further guidance.

Corporate Alternative Minimum Tax

Ownership of a Policy by a corporation may affect the policyowner's  exposure to
the corporate  alternative  maximum tax. In determining whether it is subject to
alternative  minimum tax a  corporate  policyowner  must make two  computations.
First,  the  corporation  must take into account a portion of the current year's
increase in the  built-in  gain in its  corporate-owned  policies.  Second,  the
corporation  must take into  account a portion  of the amount by which the death
benefits  received  under any Policy  exceed the sum of (i) the premiums paid on
that Policy in the year of death, and (ii) the corporation's basis in the Policy
(as  measured  for  alternative  minimum  tax  purposes)  as of  the  end of the
corporation's tax year immediately preceding the year of death.

Exchange or Assignments of Policies

A change of the  policyowner  or the insured or an exchange or  assignment  of a
Policy may have significant tax consequences depending on the circumstances. For
example,  an assignment or exchange of a Policy may result in taxable  income to
the transferring policyowner.  Further, Code Section 101(a) provides, subject to
certain exceptions, that where a Policy has been transferred for value, only the
portion of the death benefit which is equal to the total  consideration paid for
the Policy may be excluded  from gross  income.  For complete  information  with
respect to Policy  assignments and exchanges,  a qualified tax advisor should be
consulted.

Withholding

Under Section 3405 of the Code,  withholding is generally  required with respect
to certain  taxable  distributions  under  insurance  contracts.  In the case of
periodic  payments  (payments  made as an  annuity or on a similar  basis),  the
withholding is at graduated rates (as though the payments were employee  wages).
With respect to non-periodic distributions, the withholding is at a flat rate of
10%. A Policyholder can elect to have either  non-periodic or periodic  payments
made without  withholding  except  where the  policyowner's  tax  identification
number has not been furnished to the Company or the Internal Revenue Service has
notified  the  Company  that  the tax  identification  number  furnished  by the
policyowner is incorrect.

Taxation of Accelerated Death Benefits

The Company  provides  accelerated  death  benefits  based upon a lien method. 
It is unclear  whether  benefits paid under this rider are taxable. For 
information  regarding taxation of accelerated death benefits, a qualified tax 
advisor should be consulted.

Other Tax Issues

Federal  estate  and  state  and  local  estate,  inheritance,   and  other  tax
consequences   of  ownership  or  receipt  of  Policy  proceeds  depend  on  the
circumstances of each policyowner or beneficiary.

EMPLOYEE BENEFIT PLANS

    Employers and employee  organizations should consider,  in consultation with
counsel, the impact of Title VII of the Civil Rights Act of 1964 on the purchase
of a Policy in connection with an employment-related  insurance or benefit plan.
The United States Supreme Court held, in the 1983 decision of Arizona  Governing
Committee v. Norris,  that,  under Title VII,  optional annuity benefits under a
deferred  compensation  plan  could not vary on the basis of sex.  Policies  are
available  for use in  connection  with such  employment-related  insurance  and
benefit plans which do not vary in any respect  between male and female insureds
of a particular age and underwriting classification.

LEGAL PROCEEDINGS

    There are no legal  proceedings to which the Separate  Account is a party or
to which the assets of any of the Divisions thereof are subject.  The Company is
not involved in any litigation that is of material importance in relation to its
total assets or that relate to the Separate Account.

LEGAL OPINION

    Legal matters  applicable  to the issue and sale of the Policies,  including
the right of the Company to issue  Policies  under Iowa insurance law, have been
passed upon by Gregg R. Narber, Senior Vice President and General Counsel of the
Company.

EXPERTS

    The financial statements of Principal Mutual Life Insurance Company Variable
Life Separate  Account and  Principal  Mutual Life  Insurance  Company which are
included in this registration  statement have been audited by Ernst & Young LLP,
independent  auditors,  for the periods indicated in their reports thereon which
appear elsewhere in the registration statement.

REGISTRATION STATEMENT

    A  registration  statement  has been  filed  with the  Commission  under the
Securities Act of 1933, as amended, with respect to the Policies 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,  the Company and the Policy  offered  hereby.  Statements
contained  in this  Prospectus  as to the contents of the Policy and other legal
instruments  are  summaries.  For a  complete  statement  of the terms  thereof,
reference is made to such instruments as filed.

FINANCIAL STATEMENTS

    The financial statements of the Company will be added by amendment.


                                  APPENDIX - A

  SAMPLE ILLUSTRATIONS OF POLICY VALUES, SURRENDER VALUES AND DEATH BENEFITS

     The  following  illustrations  have been  prepared  to help show how Policy
Values  and  Surrender   Values  under  the  Policies   change  with  investment
performance  and differing death benefit  options.  The  illustrations  show how
death  benefits  and values would vary over time if the return on assets held by
the Mutual Funds were uniform, gross, after tax, annual rates of 0%, 6% and 12%.
The death  benefits and values would be different from those shown if the return
averaged 0%, 6% and 12%, but fluctuated  above and below those  averages  during
individual  years.  Both Death Benefit  Option 1 and Death Benefit  Option 2 are
illustrated.

     The  four  illustrations  set out  show  hypothetical  Policies  issued  to
45-year-old  male  nonsmokers.  Illustrations  for females or for younger  males
would be more favorable;  illustrations  for older males or for smokers would be
less favorable than those  presented.  The Policies are illustrated on the basis
of $4,000 Target  Premium and a face amount at issue of $250,000.  The first and
third illustrations show the selection of Death Benefit Option 1; the second and
fourth, Death Benefit Option 2.

     The  illustrations  reflect all Policy charges  (including  deductions from
premiums for sales loads and state and federal taxes;  monthly  deductions  from
Policy Value of administration  charges, cost of insurance charges and mortality
and expense risk  charges;  and the CDAC and CDSL that may be deducted upon full
surrenders or lapse of a Policy) and the average fees and expenses of the Mutual
Funds. The first two illustrations  reflect current  administrative  and cost of
insurance  charges.  The third and fourth  illustrations  reflect the guaranteed
maximum  administration  and cost of  insurance  charges.  The average  fees and
expenses of the Mutual  Funds may  decrease  or  increase  in the future  making
operating  expenses  actually  incurred by the Mutual Funds differ from the .73%
average rate shown in the illustrations.

     The four  illustrations  are based on the assumption that payments are made
in accordance with a $4,000 annual Target Premium  schedule,  that no values are
allocated  to the Fixed  Account,  no  changes in death  benefit  option or face
amount are made, no policy loans or partial surrenders occur, and that no riders
are in effect. Upon request, the Company will prepare a comparable  illustration
reflecting  the proposed  insured's  actual age,  sex, risk  classification  and
desired policy features.

     From time to time, in  advertisements  or sales literature for the Policies
that quote performance data for one or more of the Mutual Funds, the Company may
include Policy Values, Surrender Values and death benefit figures computed using
the same methodology as that used in the following  illustrations,  but with the
average annual total return of the Fund for which  performance  data is shown in
the  advertisement  replacing  the  hypothetical  rates of  return  shown in the
following tables.  This information may be shown in the form of graphs,  charts,
tables and examples  and may include  data for periods  prior to the offering of
the Policies for which a Mutual Funds has had  performance  (with Policy charges
assumed to be equal to current  charges  for any periods  prior to offering  the
Policies).

<PAGE>

<TABLE>
<CAPTION>
      Principal Mutual Life Insurance Company                 
                         PrinFlex Life           
                         Male Age 45 Non-Smoker
                         Assuming Current Charges

Planned Premium     4000                                              Initial Face Amount 250,000
                                                                         Death Benefit Option 1

                        Death Benefit (2)      Accumulated Value (2)       
                      Assuming Hypothetical    Assuming Hypothetical       Surrender Value (2)
          Accumu-          Gross Annual            Gross Annual        Assuming Hypothetical Gross
End of    lated         Investment Return      Investment Return of    Annual Investment Return of
 Year    Premiums     0%       6%      12%      0%       6%      12%       0%       6%      12%

<S> <C>   <C>    <C>      <C>      <C>        <C>      <C>      <C>      <C>      <C>      <C>  
    1     4,200  250,000  250,000  250,000    2,931    3,129    3,327    1,080    1,278    1,476
    2     8,610  250,000  250,000  250,000    5,795    6,373    6,974    3,464    4,042    4,643
    3    13,241  250,000  250,000  250,000    8,559    9,702   10,939    4,428    5,571    6,808
    4    18,103  250,000  250,000  250,000   11,251   13,149   15,285    7,121    9,018   11,154
    5    23,208  250,000  250,000  250,000   13,872   16,717   20,051    9,741   12,587   15,920
    6    28,568  250,000  250,000  250,000   16,412   20,405   25,273   12,971   16,964   21,832
    7    34,196  250,000  250,000  250,000   18,873   24,217   31,001   16,118   21,462   28,246
    8    40,106  250,000  250,000  250,000   21,238   28,143   37,271   19,173   26,077   35,206
    9    46,312  250,000  250,000  250,000   23,494   32,173   44,132   22,119   30,798   42,756
   10    52,827  250,000  250,000  250,000   25,637   36,311   51,762   24,947   35,621   51,073
   11    59,669  250,000  250,000  250,000   27,664   40,557   60,344   27,664   40,557   60,344
   12    66,852  250,000  250,000  250,000   29,620   44,963   69,862   29,620   44,963   69,862
   13    74,395  250,000  250,000  250,000   31,511   49,541   80,428   31,511   49,541   80,428
   14    82,314  250,000  250,000  250,000   33,364   54,628   92,190   33,364   54,628   92,190
   15    90,630  250,000  250,000  250,000   35,103   59,906  105,229   35,103   59,906  105,229
   16    99,361  250,000  250,000  250,000   36,704   65,366  119,686   36,704   65,366  119,686
   17   108,530  250,000  250,000  250,000   38,152   71,010  135,731   38,152   71,010  135,731
   18   118,156  250,000  250,000  250,000   39,438   76,844  153,565   39,438   76,844  153,565
   19   128,264  250,000  250,000  250,000   40,550   82,876  173,419   40,550   82,876  173,419
   20   138,877  250,000  250,000  250,000   41,493   89,128  195,564   41,493   89,128  195,564
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
               Principal Mutual Life Insurance Company                 
                         PrinFlex Life           
                         Male Age 45 Non-Smoker
                         Assuming Guaranteed Charges

Planned Premium     4000                                              Initial Face Amount 250,000
                                                                         Death Benefit Option 1

                        Death Benefit (2)      Accumulated Value (2)       
                      Assuming Hypothetical    Assuming Hypothetical       Surrender Value (2)
          Accumu-          Gross Annual            Gross Annual        Assuming Hypothetical Gross
End of    lated         Investment Return      Investment Return of    Annual Investment Return of
 Year    Premiums     0%       6%      12%      0%       6%      12%       0%       6%      12%

<S> <C>   <C>    <C>      <C>      <C>        <C>      <C>      <C>      <C>      <C>      <C>  
    1     4,200  250,000  250,000  250,000    2,882    3,078    3,274    1,030    1,226    1,423
    2     8,610  250,000  250,000  250,000    5,699    6,270    6,865    3,367    3,939    4,534
    3    13,241  250,000  250,000  250,000    8,416    9,545   10,768    4,285    5,415    6,637
    4    18,103  250,000  250,000  250,000   11,062   12,936   15,045    6,932    8,805   10,914
    5    23,208  250,000  250,000  250,000   13,638   16,445   19,734    9,507   12,314   15,604
    6    28,568  250,000  250,000  250,000   16,134   20,071   24,873   12,693   16,630   21,432
    7    34,196  250,000  250,000  250,000   18,550   23,818   30,507   15,795   21,063   27,752
    8    40,106  250,000  250,000  250,000   20,871   27,675   36,675   18,806   25,610   34,609
    9    46,312  250,000  250,000  250,000   23,084   31,634   43,420   21,708   30,259   42,045
   10    52,827  250,000  250,000  250,000   25,184   35,697   50,851   24,494   35,007   50,161
   11    59,669  250,000  250,000  250,000   27,168   39,864   59,278   27,168   39,864   59,278
   12    66,852  250,000  250,000  250,000   29,082   44,187   68,623   29,082   44,187   68,623
   13    74,395  250,000  250,000  250,000   30,930   48,678   78,996   30,930   48,678   78,996
   14    82,314  250,000  250,000  250,000   32,742   53,668   90,544   32,742   53,668   90,544
   15    90,630  250,000  250,000  250,000   34,439   58,843  103,342   34,439   58,843  103,342
   16    99,361  250,000  250,000  250,000   35,999   64,195  117,530   35,999   64,195  117,530
   17   108,530  250,000  250,000  250,000   37,405   69,723  133,273   37,405   69,723  133,273
   18   118,156  250,000  250,000  250,000   38,649   75,434  150,768   38,649   75,434  150,768
   19   128,264  250,000  250,000  250,000   39,719   81,334  170,240   39,719   81,334  170,240
   20   138,877  250,000  250,000  250,000   40,620   87,445  191,956   40,620   87,445  191,956
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                Principal Mutual Life Insurance Company                 
                         PrinFlex Life           
                         Male Age 45 Non-Smoker
                         Assuming Current Charges

Planned Premium     4000                                              Initial Face Amount 250,000
                                                                         Death Benefit Option 2

                        Death Benefit (2)      Accumulated Value (2)       
                      Assuming Hypothetical    Assuming Hypothetical       Surrender Value (2)
          Accumu-          Gross Annual            Gross Annual        Assuming Hypothetical Gross
End of    lated         Investment Return      Investment Return of    Annual Investment Return of
 Year    Premiums     0%       6%      12%      0%       6%      12%       0%       6%      12%

<S> <C>   <C>    <C>      <C>      <C>        <C>      <C>      <C>      <C>      <C>      <C>  
    1     4,200  252,922  253,119  253,317    2,922    3,119    3,317    1,070    1,268    1,465
    2     8,610  255,768  256,342  256,941    5,768    6,342    6,941    2,814    3,389    3,987
    3    13,241  258,503  259,637  260,865    8,503    9,637   10,865    4,372    5,507    6,734
    4    18,103  261,156  263,035  265,150   11,156   13,035   15,150    7,025    8,904   11,019
    5    23,208  263,727  266,538  269,829   13,727   16,538   19,829    9,596   12,407   15,698
    6    28,568  266,207  270,139  274,932   16,207   20,139   24,932   12,766   16,699   21,491
    7    34,196  268,594  273,842  280,500   18,594   23,842   30,500   15,839   21,087   27,745
    8    40,106  270,871  277,629  286,559   20,871   27,629   36,559   18,806   25,564   34,494
    9    46,312  273,022  281,487  293,141   23,022   31,487   43,141   21,646   30,111   41,765
   10    52,827  275,041  285,410  300,290   25,041   35,410   50,290   24,351   34,720   49,600
   11    59,669  276,924  289,394  308,382   26,924   39,394   58,382   26,924   39,394   58,382
   12    66,852  278,721  293,493  317,290   28,721   43,493   67,290   28,721   43,493   67,290
   13    74,395  280,437  297,714  327,105   30,437   47,714   77,105   30,437   47,714   77,105
   14    82,314  282,106  302,385  337,958   32,106   52,385   87,958   32,106   52,385   87,958
   15    90,630  283,636  307,166  349,865   33,636   57,166   99,865   33,636   57,166   99,865
   16    99,361  285,001  312,034  362,906   35,001   62,034  112,906   35,001   62,034  112,906
   17   108,530  286,179  316,970  377,182   36,179   66,970  127,182   36,179   66,970  127,182
   18   118,156  287,160  321,960  392,809   37,160   71,960  142,809   37,160   71,960  142,809
   19   128,264  287,929  326,990  409,915   37,929   76,990  159,915   37,929   76,990  159,915
   20   138,877  288,493  332,065  428,663   38,493   82,065  178,663   38,493   82,065  178,663
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                Principal Mutual Life Insurance Company                 
                         PrinFlex Life           
                         Male Age 45 Non-Smoker
                         Assuming Guaranteed Charges

Planned Premium     4000                                              Initial Face Amount 250,000
                                                                         Death Benefit Option 2

                        Death Benefit (2)      Accumulated Value (2)       
                      Assuming Hypothetical    Assuming Hypothetical       Surrender Value (2)
          Accumu-          Gross Annual            Gross Annual        Assuming Hypothetical Gross
End of    lated         Investment Return      Investment Return of    Annual Investment Return of
 Year    Premiums     0%       6%      12%      0%       6%      12%       0%       6%      12%

<S> <C>   <C>    <C>      <C>      <C>        <C>      <C>      <C>      <C>      <C>      <C>  
    1     4,200  252,873  253,068  253,264    2,873    3,068    3,264    1,021    1,217    1,412
    2     8,610  255,671  256,240  256,832    5,671    6,240    6,832    2,718    3,287    3,879
    3    13,241  258,360  259,481  260,695    8,360    9,481   10,695    4,229    5,351    6,564
    4    18,103  260,968  262,823  264,911   10,968   12,823   14,911    6,838    8,693   10,781
    5    23,208  263,495  266,268  269,516   13,495   16,268   19,516    9,364   12,137   15,385
    6    28,568  265,931  269,809  274,536   15,931   19,809   24,536   12,490   16,368   21,096
    7    34,196  268,275  273,448  280,013   18,275   23,448   30,013   15,520   20,693   27,258
    8    40,106  270,509  277,169  285,972   20,509   27,169   35,972   18,444   25,104   33,907
    9    46,312  272,619  280,958  292,443   22,619   30,958   42,443   21,243   29,582   41,068
   10    52,827  274,597  284,809  299,471   24,597   34,809   49,471   23,907   34,120   48,781
   11    59,669  276,439  288,719  307,424   26,439   38,719   57,424   26,439   38,719   57,424
   12    66,852  278,197  292,740  316,177   28,197   42,740   66,177   28,197   42,740   66,177
   13    74,395  279,874  296,879  325,821   29,874   46,879   75,821   29,874   46,879   75,821
   14    82,314  281,504  301,460  336,485   31,504   51,460   86,485   31,504   51,460   86,485
   15    90,630  282,997  306,147  348,182   32,997   56,147   98,182   32,997   56,147   98,182
   16    99,361  284,324  310,917  360,991   34,324   60,917  110,991   34,324   60,917  110,991
   17   108,530  285,465  315,748  375,009   35,465   65,748  125,009   35,465   65,748  125,009
   18   118,156  286,410  320,630  390,351   36,410   70,630  140,351   36,410   70,630  140,351
   19   128,264  287,144  325,546  407,141   37,144   75,546  157,141   37,144   75,546  157,141
   20   138,877  287,673  330,502  425,537   37,673   80,502  175,537   37,673   80,502  175,537
</TABLE>
<PAGE>

Appendix B 
Target Premiums 
Annual per $1,000 Face Amount 
Nonsmoker and Smoker 

Age*     Male    Female   Unisex           Age*      Male     Female  Unisex 
0        3.08     2.60     3.01             44       13.59    11.36    13.30 
1        3.10     2.62     3.04             45       14.31    11.93    14.00 
2        3.16     2.68     3.10             46       15.08    12.53    14.75 
3        3.21     2.73     3.14             47       15.90    13.16    15.54 
4        3.24     2.76     3.18             48       16.77    13.83    16.39 
5        3.28     2.80     3.21             49       17.70    14.54    17.29 
6        3.31     2.83     3.25             50       18.68    15.30    18.24 
7        3.42     2.92     3.36             51       19.74    16.10    19.27 
8        3.51     2.99     3.44             52       20.86    16.94    20.35 
9        3.60     3.07     3.53             53       22.05    17.85    21.50 
10       3.68     3.15     3.61             54       23.32    18.80    22.73 
11       3.82     3.22     3.74             55       24.67    19.82    24.04 
12       4.03     3.43     3.96             56       26.11    20.90    25.43 
13       4.15     3.55     4.07             57       27.65    22.05    26.92 
14       4.28     3.62     4.19             58       29.30    23.29    28.52 
15       4.40     3.75     4.32             59       31.05    24.62    30.21 
16       4.51     3.86     4.42             60       32.93    26.06    32.04 
17       4.60     3.94     4.51             61       34.94    27.60    33.99 
18       4.72     4.06     4.63             62       37.10    29.26    36.08 
19       4.85     4.13     4.76             63       39.40    31.06    38.32 
20       4.99     4.27     4.89             64       41.86    32.97    40.70 
21       5.08     4.36     4.99             65       44.48    35.02    43.25 
22       5.24     4.52     5.15             66       47.29    37.21    45.98 
23       5.36     4.60     5.26             67       50.30    39.58    48.91 
24       5.42     4.66     5.32             68       53.52    42.14    52.04 
25       5.50     4.74     5.40             69       56.98    44.93    55.41 
26       5.74     4.94     5.64             70       60.71    47.98    59.06 
27       5.99     5.16     5.88             71       64.73    51.30    62.98 
28       6.26     5.39     6.15             72       69.02    54.93    67.19 
29       6.54     5.63     6.42             73       73.62    58.86    71.70 
30       6.85     5.89     6.73             74       78.48    63.12    76.48 
31       7.17     6.16     7.04             75       83.65    67.71    81.58 
32       7.51     6.44     7.37             76       91.26    75.72    89.24 
33       7.87     6.74     7.72             77       97.89    82.52    95.89 
34       8.26     7.06     8.10             78      104.84    89.87   102.90 
35       8.66     7.40     8.50             79      112.34    98.02   110.48 
36       9.10     7.76     8.93             80      120.62   107.28   118.89 
37       9.55     8.13     9.37             81      129.90   117.93   128.35 
38      10.03     8.53     9.84             82      140.37   130.21   139.05 
39      10.54     8.94    10.33             83      151.98   144.06   150.95 
40      11.09     9.38    10.87             84      164.50   159.33   163.83 
41      11.66     9.83    11.42             85      177.65   175.84   177.41 
42      12.26    10.32    12.01                                        
43      12.91    10.82    12.64                                        

* Last Birthday. 
<PAGE>
                          PART II. OTHER INFORMATION


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

                        UNDERTAKING PURSUANT TO RULE 484
Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant,  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  had 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.


<PAGE>



                    REPRESENTATIONS PURSUANT TO RULE 6e-3(T)
This  filing is made  pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment
Company   Act   of   1940.   Registrant   elects   to  be   governed   by   Rule
6e-3(T)(b)(13)(i)(A)  under the Investment  Company Act of 1940, with respect to
the  Policies  described  in the  prospectus.  Registrant  makes  the  following
representations:
          (1)   Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.

          (2)   The level of the  mortality  and expense  risks charge is within
                the range of industry practice for comparable contracts.

          (3)   The   Registrant  has  concluded  that  there  is  a  reasonable
                likelihood that the distribution  financing  arrangement for the
                Variable Life Separate Account will benefit the separate account
                and  policyowners,  and it will keep and make  available  to the
                Commission  on request a memorandum  setting forth the basis for
                this representation.

          (4)   The  Variable  Life   Separate   Account  will  invest  only  in
                management  investment companies which have undertaken to have a
                board  of  directors,  a  majority  of whom  are not  interested
                persons of the  Company,  formulate  and  approve any plan under
                Rule 12b-1 to finance distribution expenses.

The methodology used to support the  representation  made in paragraph (2) above
is based upon an analysis of the mortality  and expense risks charges  contained
in other  variable life  insurance  policies,  including  scheduled and flexible
premium  products.  Registrant  undertakes  to keep  and make  available  to the
Commission  on request  the  documents  used to support  the  representation  in
paragraph (2) above.

<PAGE>
                             CONTENTS OF REGISTRATION STATEMENT



This registration statement comprises the following papers and documents:

     The facing sheet;

     The prospectus, consisting of 43 pages;

     The undertaking to file reports;

     The undertaking pursuant to Rule 484;

     Representations pursuant to Rule 6e-3(T);

     The signatures;

     Written consents of the following persons:

          G.R. Narber, Esq.

     The following exhibits:

1.             Copies  of  all   exhibits   required  by   paragraph  A  of  the
               instructions  as to  exhibits  in Form N-8B-2 are set forth below
               under designations based on such instructions:

1.A(1)         Resolution of Executive Committee of Board of Directors of
               Principal Mutual Life Insurance Company establishing the Variable
               Life Separate Account.

1.A(3)(a)      Distribution Agreement between Princor Financial Services
               Corporation and Principal Mutual Life Insurance Company.

1.A(3)(a)(i)   Form of Selling Agreement.

1.A(3)(b)      Registered Representative Agreement.

1.A(3)(c)      Schedule of sales commissions.

1.A(5)(a)      Form of PrinFlex Life Insurance Policy.

1.A(5)(a)(i)   Cost of Living Increase Rider.

1.A(5)(a)(ii)  Waiver of Monthly Policy Charge Rider.

1.A(5)(a)(iii) Waiver of Specified Premium Rider.

1.A(5)(a)(iv)  Accidental Death Benefit Rider.

1.A(5)(a)(v)   Children Term Insurance Rider.

1.A(5)(a)(vi)  Spouse Term Insurance Rider.

1.A(5)(a)(vii) Change of Insured Rider.

1.A(5)(a)(viii)Death Benefit Guarantee Rider.

1.A(5)(a)(ix)  Salary Increase Rider.

1.A(5)(a)(x)   Extra Protection Increase Rider.

1.A(5)(a)(xi)  Accounting Benefits Rider.

1.A(5)(a)(xii) Extended Coverage Rider.

1.A(5)(a)(xiii)Accelerated Benefits Rider

1.A(5)(b)      Form of PrinFlex Life Insurance Policy - Unisex Version.

1.A(5)(b)(i)   Accidental Death Benefit Rider.

1.A(5)(b)(ii)  Children Term Insurance Rider.

1.A(5)(b)(iii) Spouse Term Insurance Rider.

1.A(5)(b)(iv)  Change of Insured Rider.

1.A(5)(b)(v)   Death Benefit Guarantee Rider.

1.A(6)(a)      Articles of Incorporation, as Amended of Principal Mutual Life
               Insurance Company.
1.A(6)(b)      By-laws of Principal Mutual Life Insurance Company.

1.A(10)        Form of Application for PrinFlex Life Insurance Policy.

1.A(10(a)      Form of Supplemental Application for PrinFlex Life Insurance
               Policy.

2.             Opinion and consent of G.R. Narber, Senior Vice President and
               General Counsel of Principal Mutual Life Insurance Company.

3.             No financial statements will be omitted from the prospectus
               pursuant to Instruction 1(b) or (c) or Part I.

4.             Not applicable.

5.             Not applicable.

6.             Consent of Ernst & Young.**

7.             Description of Issuance, Transfer and Redemption Procedures
               Pursuant to Rule 6e-3(T)(b)(12)(iii).**

8.             Powers of Attorney of Directors of Principal Mutual Life
               Insurance Company.

9.             Opinion and consent of Lisa Huebert, Assistant Actuary.

- ---------------------------
** To be filed by Amendment.

<PAGE>
                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant  has duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned thereunto duly authorized, and its seal to be hereunto
affixed and attested,  all in the city of Des Moines,  and the state of Iowa, on
the 3rd day of January, 1996.

                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                     VARIABLE LIFE SEPARATE ACCOUNT

                       (Registrant)


                     By:  PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                       (Depositor)


                     By ______________________________________________
                        David J. Drury Chairman and Chief Executive
Officer

Attest:


- -----------------------------------
Joyce N. Hoffman
Vice President and
  Corporate Secretary



<PAGE>


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

Signature                                Title                             Date


                                   Director, Chairman and
D. J. Drury                        Chief Executive Officer       01/03/96



                                   Second Vice President and
D. C. Cunningham                   Controller (Principal
                                   Accounting Officer)           01/03/96

                                   Executive Vice
C. E. Rohm                         President (Principal
                                   Financial Officer)            01/03/96


(M. V. Andringa)*                   Director                     01/03/96
M. V. Andringa


(R. M. Davis)*                      Director                     01/03/96
R. M. Davis


(C. D. Gelatt, Jr.)*                Director                     01/03/96
C. D. Gelatt, Jr.


(G. D. Hurd)*                       Director                     01/03/96
G. D. Hurd


(T. M. Hutchison)*                  Director                     01/03/96
T. M. Hutchison


(C.S. Johnson)*                     Director                     01/03/96
C.S. Johnson


(W. T. Kerr)*                       Director                     01/03/96
W. T. Kerr


(L. Liu)*                           Director                     01/03/96
L. Liu


(V. H. Loewenstein)*                Director                     01/03/96
V. H. Loewenstein


(J. R. Price, Jr.)*                 Director                     01/03/96
J. R. Price, Jr.


(B. A. Rice)*                       Director                     01/03/96
B. A. Rice


(J-P. C. Rosso)*                    Director                     01/03/96
J-P. C. Rosso


(D. M. Stewart)*                    Director                     01/03/96
D. M. Stewart


(E. E. Tallett)*                    Director                     01/03/96
E. E. Tallett


(D. D. Thornton)*                   Director                     01/03/96
D. D. Thornton


(F. W. Weitz)*                      Director                     01/03/96
F. W. Weitz


                                 *By
                                      David J. Drury
                                      Chairman and Chief Executive Officer



                                      Pursuant to Powers of Attorney
                                      Previously Filed or Included Herein

<PAGE>
                                    EXHIBITS

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX


                                                                                            Page Number in
                                                                                            Sequential Numbering
Exhibit No.                          Description                                      Where Exhibit Can Be Found

<S>                                  <C>                                             <C>                              
  1.A(1)                             Resolution of Executive Committee               56
                                     of Board of Directors of Depositor
                                     establishing Variable Life Separate
                                     Account.

  1.A(3)(a)                          Distribution Agreement Between                  59
                                     Depositor and Principal Underwriter.

  1.A(3)(a)(i)                       Form of Selling Agreement.                      61

  1.A(3)(b)                          Registered Representative Agreement.            64

  1.A(3)(c)                          Schedule of Sales Commissions.                  68

  1.A(5)(a)                          PrinFlex Life Policy.                           70

  1.A(5)(a)(i)                       Cost of Living Increase Rider.                  95

  1.A(5)(a)(ii)                      Waiver of Monthly Policy Charge Rider.          97

  1.A(5)(a)(iii)                     Waiver of Specified Premium Rider.              100

  1.A(5)(a)(iv)                      Accidental Death Benefit Rider.                 103

  1.A(5)(a)(v)                       Children Term Insurance Rider.                  105

  1.A(5)(a)(vi)                      Spouse Term Insurance Rider.                    107

  1.A(5)(a)(vii)                     Change of Insured Rider.                        109

  1.A(5)(a)(viii)                    Death Benefit Guarantee Rider.                  111

  1.A(5)(a)(ix)                      Salary Increase Rider.                          112

  1.A(5)(a)(x)                       Extra Protection Increase Rider.                115

  1.A(5)(a)(xi)                      Accounting Benefits Rider.                      117

  1.A(5)(a)(xii)                     Extended Coverage Rider.                        118  

  1.A(5)(a)(xiii)                    Accelerated Benefits Rider.                     119

  1.A(5)(b)                          PrinFlex Life Policy - Unisex Version.          121

  1.A(5)(b)(i)                       Accidental Death Benefit Rider.                 153

  1.A(5)(b)(ii)                      Children Term Insurance Rider.                  155

  1.A(5)(b)(iii)                     Spouse Term Insurance Rider.                    158

  1.A(5)(b)(iv)                      Change of Insured Rider.                        160
  
  1.A(5)(b)(v)                       Death Benefit Guarantee Rider.                  162
          
  1.A(6)(a)                          Articles of Incorporation, as Amended,          163
                                     of Depositor.

  1.A(6)(b)                          By-laws of Depositor.                           166

  1.A(10)                            Form of Application for the PrinFlex            170
                                     Life Policy.

  1.A(10)(a)                         Form or Supplemental Application                175
                                     For the PrinFlex Life Policy.

  2                                  Opinion and consent of G.R. Narber,             178
                                     Senior Vice President and General
                                     Counsel.

  8                                  Powers of Attorney of Directors of              180
                                     Principal Mutual Life Insurance
                                     Company.

  9                                  Opinion and consent of Lisa Huebert,            187
                                     Senior Actuary.

</TABLE>


Executive Committee Resolution #3120 (passed November 2, 1987)



         RESOLVED  that  Board  Resolution  No.  12324  of August  19, 1985,  is
replaced and superseded as follows:

         WHEREAS,  Principal  Mutual  Life  Insurance  Company  intends to issue
individual variable life insurance policies for which a separate account must be
established;

         WHEREAS,  payments under these policies  may  be  allocated by policy-
owners to one or more investment alternatives;

         NOW,  THEREFORE,  BE IT  RESOLVED,  that  there is hereby  created  and
established  a  separate  account,  to be known as the  Variable  Life  Separate
Account,  for the receipt of payments under variable life insurance  policies to
be issued by the Company.

         BE IT FURTHER  RESOLVED,  that there are  hereby  established,  for the
purpose  of  providing   alternate   investment   choices  for   variable   life
policyowners,  six separate divisions within the Variable Life Separate Account,
an Aggressive Growth Division,  a Bond Division, a Common Stock Division, a High
Yield Division,  a Managed Division and a Money Market Division.  All income and
expenses  and all gains or losses,  whether or not  realized,  experienced  with
respect to assets for policies  participating in a division of the Variable Life
Separate  Account  shall  be  credited  to  or  charged  against  those  assets,
unaffected by income and expenses or gains or losses experienced with respect to
assets for any other  division of the Variable  Life  Separate  Account,  or any
other separate account, or the general account of the Company.

         BE IT FURTHER RESOLVED,  that the appropriate  officers of the Company,
as shall be  designated  by the  President or Chairman of the Board,  are hereby
authorized  and directed to prepare,  execute and file with the  Securities  and
Exchange  Commission in accordance  with the provisions of the Securities Act of
1933, as amended,  a registration  statement or statements,  and such amendments
thereto as may be  necessary  or  appropriate,  relating to such  variable  life
insurance contracts.

         BE IT FURTHER  RESOLVED,  that the  officers so  designated  are hereby
authorized  if necessary to prepare,  execute and file with the  Securities  and
Exchange  Commission in accordance with the provisions of the Investment Company
Act of 1940,  as amended,  a  registration  statement  or  statements,  and such
amendments  thereto as may be  necessary or  appropriate,  relating to such unit
investment trust or trusts.

         BE IT FURTHER  RESOLVED,  that the  officers so  designated  are hereby
authorized to take such further  action as in their judgment may be necessary or
desirable to effect the  registration of such variable life insurance  contracts
and of such unit investment trust or trusts.

<PAGE>

Board Resolution #12503 (passed February 22-23, 1988)



          RESOLVED,  that Board  Resolution No. 12057,  October 18-19,  1982, is
amended and superseded by the following resolution,  and all references in other
resolutions to that resolution, or resolutions which it replaced, are amended to
refer to this superseding resolution:

          BE IT  RESOLVED,  that  either  the Chief  Executive  Officer,  or the
President,  is  authorized  to  designate  officers who shall have the power and
authority,  acting directly or through other officers and employees to whom they
may delegate the power and authority:

          1.  To prepare an issue or amend appropriate individual life policies,
              annuity  contracts,  disability  and  double  indemnity  riders or
              contracts,  and  settlement  option  contracts;  to determine  the
              appropriate plans of insurance,  contracts, riders, amendments and
              benefits  to be  offered;  to  determine  underwriting  practices,
              including    exclusions,    restrictions,    amount   limits   and
              classification of risks; to determine  premiums,  fees or charges,
              non-forfeiture  values,  and  policy  loan  rates;  to  administer
              benefit  payments;  and to make  recommendations  with  respect to
              dividends  to  be  paid  in  connection   with  such  policies  or
              contracts.

          2.  To  prepare  and  issue or  amend  appropriate  individual  health
              policies or  contracts;  to  determine  the  appropriate  plans of
              insurance,  contracts,  riders,  amendments  and  benefits  to  be
              offered;   to   determine   underwriting   practices,    including
              exclusions,  restrictions,  amount  limits and  classification  of
              risks;   to   determine   the   premiums,   fees  or  charges  and
              non-forfeiture values; to administer benefit payments; and to make
              recommendations with respect to dividends to be paid in connection
              with such policies or contracts.

          3.  To prepare and issue or amend appropriate group policies,
              contracts, riders, amendments and other forms, including, but not
              limited to, life plans, disability benefit plans, health plans,
              dental plans, annuity plans and all other forms and plans,
              contracts or agreements pertaining to or utilized in connection
              with pension, profit sharing and other deferred compensation
              plans; to determine the plans and benefits to be offered which may
              include coverage on dependents as well as the participants in the
              plans; to determine the underwriting practices, including the
              exclusions, restrictions, amount limits, and classification of
              risks; to determine premiums, fees or charges and values; to
              administer benefit payments; and to make recommendations with
              respect to dividends to be paid in connection with such
              policies or contracts.

          4.  To  prepare,  issue  or  amend  appropriate  individual  or  group
              contracts,  policies or annuities providing for a separate account
              or accounts and to establish, maintain, amend and discontinue such
              account or accounts as are deemed necessary or advisable.

          5.  To enter into reinsurance and coinsurance  contracts and treaties;
              to take such  actions as are required to  liberalize,  restrict or
              otherwise change benefits,  values and underwriting practices with
              respect to any class or classes  of persons or  policyholders;  to
              cause the general account or any account maintained by the Company
              to be segmented for the purposes of crediting  investment  results
              separately to any class or classes of policyholders; to enter into
              contracts or agreements  wherein the Company undertakes to provide
              formed  insurance  companies or other  subsidiaries,  the stock of
              which will be owned directly or indirectly by the Company.

          6.  To do those other  things  deemed  necessary or desirable to carry
              out the business of Principal Mutual Life Insurance Company within
              the powers of the corporation.

          BE IT FURTHER  RESOLVED,  that either the  corporate  secretary or the
general  counsel is authorized to certify the powers of the  corporation and the
powers and authority of the officers or employees.

<PAGE>

MEMORANDUM

January 3, 1996

TO        Dave Drury, Officers, S-6, x7-5921

FROM      John Aschenbrenner, Ind. Staff, G-12, x7-5927

RE        New Divisions for Variable Life Separate Account


     In accordance with Principal Mutual Life Insurance Company Board Resolution
No. 12503 passed  February 22, 1988, I have created the  following new divisions
for the Variable Life Separate  Account to reflect the funding options that will
be utilized by the variable life insurance policy Principal Mutual will issue in
the near future:

          1. Aggressive Growth Division;

          2. Asset Allocation Division;

          3. Government Securities Division;

          4. Growth Division;

          5. World Division;

          6. Fidelity Contrafund Division;

          7. Fidelity Equity Income Division; and

          8. Fidelity High-Income Division.

     In addition,  I have directed that the name of the Common Stock Division be
changed  to the  Capital  Accumulation  Division  and the  name of the  existing
Aggressive Growth Division be changed to the Emerging Growth Division.




- -----------------------------------------
John Aschenbrenner

JA/sal

cc        Barry Griswell



                             DISTRIBUTION AGREEMENT



        THIS  DISTRIBUTION  AGREEMENT  is made  this 2nd day of  January,  1996,
between Principal Mutual Life Insurance Company ("Principal  Mutual"),  a mutual
life  insurance  company  organized  under  the laws of the  State of Iowa,  and
Princor Financial Services  Corporation  ("Princor"),  an affiliate of Principal
Mutual organized under the laws of the State of Iowa.


                                   WITNESSETH

        WHEREAS, Principal Mutual has established Variable Life Separate Account
("Separate  Account")  and  registered  such  Separate  Account as an investment
company under the Investment Company Act of 1940 to fund variable life insurance
policies issued by Principal Mutual Life Insurance Company;

        WHEREAS,   Princor  is  registered  with  the  Securities  and  Exchange
Commission as a broker-dealer under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc.; and

        WHEREAS,  Principal  Mutual  desires  to  issue  certain  PrinFlex  Life
policies  ("Policies")  with respect to the Separate  Account which will be sold
and  distributed  by and  through  Princor,  and  Princor is willing to sell and
distribute such Policies under the terms and conditions stated herein;

        NOW, THEREFORE, the parties agree as follows:

     1. Principal Mutual hereby appoints Princor as the principal underwriter of
the Policies issued with respect to the Separate Account,  and Princor agrees to
use its best efforts to sell and distribute the Policies  through its registered
representatives or through other broker-dealers  registered under the Securities
and Exchange Act of 1934 whose  registered  representatives  are  authorized  by
applicable law to sell variable life insurance policies.

     2. All  payments  and other  monies  payable  upon the sale,  distribution,
renewal or other transaction involving the Policies shall be the property of and
be paid or remitted  directly to  Principal  Mutual,  who shall  retain all such
payments and monies for its own account  except to the extent such  payments and
monies are  allocated to the Separate  Account.  Princor  shall not be deemed to
have any interest in such payments.

     3. For the  administrative  convenience  of the parties,  Principal  Mutual
shall:

      (a)  pay to the registered  representatives  of Princor the
           commissions earned on the sale, distribution,  renewal
           or  other   transaction   involvipg  the  Policies  as
           determined in the attached  Commission  Schedule,  and
           provide  Princor  with  accurate  records  of all such
           commissions paid on its behalf;

      (b)  pay to  broker-dealers  with whom  Princor has entered
           into a Selling  Agreement for the  distribution of the
           Policies  any  applicable  dealer  allowance  or other
           compensation  as provided in such  Selling  Agreement,
           and provide Princor with accurate  records of all such
           payments paid on its behalf.

     4.  Principal  Mutual  shall pay to Princor an amount equal to the expenses
incurred by Princor in the performance of this Agreement.  Princor shall provide
a statement of expenses to Principal Mutual at least semi-annually in a form and
manner agreed to by the parties.

     5. Princor shall be solely  responsible  for the supervision and control of
the conduct and activities of its registered  representatives with regard to the
sale and distribution of the Policies.

     6. Principal  Mutual shall assume the  responsibility,  including the costs
thereof,  for all administrative and legal functions  pertaining to the Policies
not otherwise  specifically assumed by Princor in this agreement,  including but
not limited to the  following:  filing of any policies  with a state  securities
commission  as required by  applicable  state  securities  (Blue Sky) laws;  the
preparation,  printing and filing of prospectuses; the development,  filing, and
compliance  with  federal  and  state  securities  laws and  regulations  of the
Separate Account; contract development; SEC registration;  filing and compliance
with  state  insurance  laws and  regulations;  underwriting;  policy  issue and
policyowner service functions;  developing sales and promotional  material;  and
training agents.

     7. Principal  Mutual will prepare and maintain all the books and records in
connection  with the offer and sales of variable life  insurance  policies which
are required to be  maintained  and  preserved  in  accordance  with  applicable
securities  law; and all such books and records are to be maintained and held by
Principal Mutual on behalf of and as agent for the broker-dealer  whose property
they are and shall remain; and all such books and records will be made available
for inspection by the Securities and Exchange Commission at all times.

     8. Principal  Mutual shall send to each  contractowner or such other person
as  appropriate  a  confirmation  as  required  by  law  or  regulation  of  any
transaction made with respect to the Policies which shall reflect the true facts
of the transaction  and show that  confirmation of the transaction is being sent
on behalf of the broker-dealer acting in the capacity of agent for the insurance
company.

     9.  Princor  and  Principal  Mutual  may enter into  agreements  with other
broker-dealers  duly licensed under  applicable  federal and state laws and with
their affiliated general agencies,  if any, for the sale and distribution of the
Policies.  The commission  payable to registered  representatives on the sale of
Policies  thereunder may not exceed the amount shown on the attached  Commission
Schedule.

     10. This  agreement  may be  terminated  by either party upon 60 days prior
written  notice.  Princor  shall  promptly  notify the  Securities  and Exchange
Commission of any such termination.

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


                              PRINCIPAL MUTUAL LIFE
                              INSURANCE COMPANY


                              By:_____________________________


                              PRINCOR FINANCIAL SERVICES
                              CORPORATION


                              By:______________________________




                                  BROKER-DEALER
                      MARKETING AND COMPENSATION AGREEMENT
                                       FOR
                             PRINFLEX LIFE INSURANCE


AGREEMENT made this ________________ day of  _________________________,  19____,
by and  between  Princor  Financial  Services  Corporation  (hereinafter  called
Distributor),  _______________________________  (hereinafter  called Broker) and
Principal Mutual Life Insurance Company (hereinafter called Issuer).

                                    Marketing

In consideration of the mutual agreements  herein contained,  the Parties hereto
agree as follows:

1.    The Distributor  hereby appoints the Broker to sell PrinFlex Variable Life
      Insurance  Policies  (hereinafter  called  Policies) issued by the Issuer.
      This Agreement is a selling agreement between broker-dealers.  It does not
      designate any party as the broker,  agent, or employee of any other party.
      Words and phrases in this Agreement  given special meaning in any Policies
      shall have that same special meaning in this Agreement unless specifically
      defined otherwise herein.

2.    The Broker hereby agrees to direct its best efforts to find purchasers for
      Policies  issued by the Issuer.  The Broker does not  undertake  hereby to
      sell any specific number of policies issued by the Issuer.

3.    The  Distributor  shall  provide  the Broker with a  reasonable  number of
      current prospectuses and such other material as the Distributor determines
      to be  desirable  for use in  connection  with the sale of Policies or the
      solicitation of applications for participation thereunder.

4.    The Broker  warrants  that it is a member in good standing of the National
      Association of Securities  Dealers,  Inc.  (NASD) and will promptly notify
      Distributor of any change in Broker's status as a member of the NASD.

5.    The Broker  represents  that it is  currently a member of SIPC and,  while
      this  agreement is in effect,  will  continue to be a member of SIPC.  The
      Broker agrees to notify the  Distributor  if the Broker's SIPC  membership
      status changes.

6.    The Broker warrants that the Broker and any person associated with or 
      acting for the Broker in the solicitation of applications for Policies 
      shall be qualified pursuant to the requirements of the National 
      Association of Securities Dealers, Inc. and appropriate federal and state 
      agencies regulating securities, insurance, any other aspect of the 
      Policies or the sale of them.  The Broker shall be responsible for seeing 
      to such qualifications, and will indemnify and hold the Distributor and 
      the Issuer harmless for any failure to have all persons engaged in 
      solicitation properly licensed, registered, and appointed for securities 
      and insurance sales.

7.    The Broker  shall be  responsible  for  supervising  and  controlling  the
      conduct and  activities of its Registered  Representatives  with regard to
      the sale and distribution of Policies.  The Broker agrees to indemnify and
      hold the Distributor and the Issuer harmless for claims and actions of any
      sort which arise from the conduct and  activities of the persons  involved
      in the sale and distribution of the Policies.

8.    The  Broker  shall act only in its own  behalf in making  agreements  with
      Registered  Representatives  or  other  persons  in  connection  with  the
      solicitation or sales of Policies.

9.    The Broker  agrees to maintain all books and records  relating to the sale
      of Policies or interests  therein  required to be maintained by the Broker
      pursuant to the  Securities  Exchange Act of 1934, in conformity  with the
      requirements  of  Rules  17a-3  and  17a-4  under  such  Act,  and  to the
      applicable securities or insurance laws of any state.

10.   The Broker shall  transmit  promptly and directly to the  Distributor  all
      Premiums  collected  by or  paid to the  Broker.  All  Policies  are to be
      delivered promptly, and any undelivered Policies are to be returned within
      the time allowed or on demand.

                                  COMPENSATION

With  respect  to the  Policies  issued by the  Issuer  and  distributed  by the
Distributor  upon  applications  for Policies  obtained by the Broker while this
agreement is in force,  it is agreed  that,  subject to all  provisions  of this
Agreement and only so long as the Agreement  remains in force,  the Broker shall
receive  Compensation in the form of a dealer concession as provided by Schedule
A attached hereto.

1.    Compensation shall only be paid with respect to Policies issued while this
      Agreement is in force.  Determination  of the Policies  applicable to this
      Agreement shall be by the Issuer.

2.    The Distributor may, at any time, upon written notice to the Broker, 
      change any and all of the rates of Compensation set out herein.

3.    If the Issuer, for any reason,  refunds any Premiums, or any part thereof,
      on any  Policy,  any  Compensation  paid on the amount  refunded  shall be
      repaid to the Issuer by the Broker promptly and on demand.

4.    Any indebtedness of any kind due to the Distributor or Issuer from the 
      Broker may be offset against any amount due the Broker.

5.    No assignment of the Compensation payable pursuant to this Agreement shall
      be valid unless it is accepted in writing by the Issuer and Distributor.

6.    The  maximum  amount  of  selling   commission  the  Broker  may  pay  its
      Representatives  shall be 50% of  premium up to target  premium  and 4% of
      premium in excess of target  premium in the first year,  and 2% of premium
      in years 2 and later.

7.    Broker agrees that if its Representatives are paid for a portion of their 
      expenses incurred in the sale of Policies out of the Broker's dealer 
      concession, such payment will be conditioned upon the statement of the 
      Representative that he or she has actual unreimbursed expenses incurred 
      in the sale of the Policies equal to or exceeding the payment.  Under no
      circumstances shall the amount Broker pays the Representative as 
      reimbursement for such expenses exceed in any year forty percent (40%) of 
      the Commission paid in that year pursuant to paragraph 6 of this Agreement
      immediately previous to this paragraph 7.

                                     GENERAL

1.    The Broker shall have no authority to incur any  liability or debt against
      the  Distributor  or the Issuer;  accept  risks or  contracts of any kind;
      make,  alter,  authorize or  discharge  any  contract;  extend the time of
      payment  of any  Contributions;  waive  payments,  fail  to  transmit  any
      Contributions  collected promptly to the Distributor;  use any advertising
      or sales  material  which has not first been  submitted to and approved by
      the Distributor and the Issuer;  nor bind the Distributor or the Issuer in
      any way.

2.    Any modifications of this Agreement must be in writing and signed by an 
      authorized office of the Distributor and the Issuer.

3.    This Agreement may be terminated by either the Distributor,  the Broker or
      the Issuer  upon  written  notice to the last  known  address of the other
      parties.

4.    This Agreement supersedes and replaces any and all prior agreements of the
      Distributor  or the Issuer with the Broker on the subject of  Contracts or
      the sale of them.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in triplicate on the date first above written.



                                     ______________________________ (Broker)


                                   By _______________________________________

                                     PRINCOR FINANCIAL SERVICES CORPORATION


                                   By _______________________________________

                                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY


                                   By _______________________________________



The Principal Financial Group  Princor Financial     Registered Representative's
Des Moines, IA 50392-0200      Services Corporation  Agreement



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

     This  agreement  by and  between  Princor  Financial  Services  Corporation
(herein  referred  to  as  "Princor"  and   ___________________________________,
registered   representative  (herein  referred  to  as  "RR",  of  the  City  of
___________________________,  State  of  ___________________,  for  the  sale of
registered products is effective on the ______ day of __________________, 19____
and is subject to the following terms and conditions.

Definitions
- --------------------------------------------------------------------------------

a.   Throughout this Agreement, the terms "we", "us" and "our" mean Princor. The
     terms "you" and "your" mean the RR executing this agreement.

b.   Commissions  mean payments made  pursuant to the  commission  schedules for
     registered  products  which  are in  effect  at the  time  of  sale.  Those
     commission schedules are incorporated into this agreement by reference.

c.   Application means application or order for the purchase of registered 
     products.

d.   Registered  products means  investment  company shares  underwritten by us,
     investment  company shares and units sold through us,  limited  partnership
     interest, variable life insurance policies, variable annuity contracts, and
     such other security products that we are or become qualified to sell.

e.   "Advertising", "sales literature" and "sales material" shall have the 
     meanings given by the applicable securities laws.

Relationship
- ---------------------------------------------------------------------------

a.   To the extent permitted by applicable  securities  laws, your  relationship
     with us is that of an independent  contractor.  Nothing contained herein or
     elsewhere shall be construed to create an employer/employee relationship.

b.   Subject to any applicable  regulatory and licensing  requirements,  you are
     responsible for developing  your own sales  prospects and determining  when
     and where you will solicit business.

c.   You are not required to spend a certain portion of your time as RR.  
     However, you will be expected to solicit new applications if appropriate 
     and to service accounts.

d.   We reserve the right to reject any applications, orders or payments 
     remitted by you and to refund to investors payments made by them.


<PAGE>



Duties and Responsibilities
- ----------------------------------------------------------------------------

You are agreeing to:
a.   Solicit sales of products on our behalf .

b.   Provide service to our clients.

c.   Adhere  strictly to the rules of the  National  Association  of  Securities
     Dealers,  Inc.  (NASD),  the acts and  regulations  of the  Securities  and
     Exchange  Commission  (SEC), and all statutes and regulations of the states
     and of the United States.

d.   Follow our Field Representative OSJ Procedures (MM 66) and all other rules,
     policies and directives  concerning sales practices and conduct established
     by us. Said procedures are incorporated herein by reference.

e.   Obtain NASD registration and state licenses appropriate for your activities
     as RR.

f.   Acquire licenses, bonds and professional liability insurance coverage as 
     required by us or by the law.  Provide us with evidence of such and of any 
     changes thereto.

g.   Limit solicitations of applications to the state(s) in which you are 
     licensed.  Solicitations shall be made only after receiving written 
     authorization from us.

h.   Upon notification from us, pay promptly all registration and state license 
     renewal fees and such other costs as may be directed by us.

i.   Immediately upon receipt, forward all applications and all payments.

j.   Upon our  demand or  termination  of this  agreement,  return  all  monies,
     prospectuses,  application forms,  manuals, and other materials or supplies
     furnished to you by us, or by anyone on our behalf.

Limitations
- -----------------------------------------------------------------------

You may not:
a.   Incur any liability or debt against us.

b.   Make contracts, promise reinstatement of contracts, or attempt to bind us.

c.   Allow more time for payment of any amount by a client, applicant, 
     shareholder or other third party.

d.   Extend credit to any person or entity in connection with a securities 
     account.

e.   Accept payments or deposits from any client, applicant, shareholder or 
     third party except as expressly authorized by us.

f.   Initiate legal proceedings in our name.

g.   Make any  representations  concerning  applications  or products  except as
     contained in the current  prospectus and  supplementary  sales materials or
     sales literature approved by us.

h.   Solicit in any manner in any state for which we have not given you written,
     pre-approval to sell.

i.   Solicit or sell any security, exempt or otherwise, that we have not given 
     you written, pre-approval to sell.

j.   Send applications, or otherwise place orders, directly to a sponsor or 
     issuer other than Princor.

k.   Call yourself a "financial planner", imply that you provide financial 
     planning services or charge fees for financial  planning  services  unless 
     you first  register as an  investment advisor. We must review applications 
     for registration. You must comply with applicable federal and state 
     regulations.

Commissions
- -------------------------------------------------------------------------------

a.   We will pay you commissions on commissionable transactions which have been 
     approved and accepted by us.

b.   The commission rate will be determined by the commission schedules in 
     effect at the time of the sale.

c.   Commission schedules may be changed at any time by us.

d.   We may reduce the amount we pay you by an amount you owe us or our 
     affiliate(s).


<PAGE>



Prior Contract
- --------------------------------------------------------------------------------

This  agreement  supersedes  all other  contracts or agreements  between you and
Princor.  Your right to receive  commissions  pursuant to prior contracts is not
affected by this agreement.

Assignment
- --------------------------------------------------------------------------------

a.   This agreement is not assignable.

b.   Other than as provided in  Commissions  (d) above,  no  commission  payable
     under this agreement may be transferred,  assigned or made payable to other
     than you without our prior written approval.

Disciplinary Action and Termination
- --------------------------------------------------------------------------------

a.   This  agreement  may be  terminated  by either party at any time upon three
     days written notice sent to the last known address of the other party.

b.   We may censure or fine you, or terminate your contract without giving prior
     notice if we determine that you have committed any fraudulent, dishonest or
     illegal acts,  violated any provision of this agreement,  failed or refused
     to comply with the rules,  regulations and statutes of the federal or state
     government,  SEC,  or  NASD,  or  failed  or  refused  to  comply  with our
     supervisory procedures or other instructions.

c.   If your NASD registration is terminated for any reason, this agreement will
     terminate concurrently.



- ------------------------------------         -----------------------------------
Princor Financial Services Corp.             Registered Representative Signature


                              COMMISSION SCHEDULE

PrinFlex Life Policies Issued by Principal Mutual Life Insurance Company

1.   First Year and Renewal Commissions

                                First Year                Renewals
                         percentage of Premium     Percentage of ALL Premium
                         ---------------------   ----------------------------
                            1st Policy Year             Policy Years 
                                                       2nd and later
     ------------------------------------------------------------------------
     Premium received            50%
     up to the target
     premium                                                 2%  

     Premium received             4
     above the target
     premium

2.   Service Fees

     A service fee of 2% will be paid on all premium  received  beyond the first
     year.

3.   Flex Variable Life Target Premiums (Annual per $1,000 face amount)

     Age*     Male    Female         Age*      Male     Female  
     0        3.08     2.60           44       13.59    11.36    
     1        3.10     2.62           45       14.31    11.93    
     2        3.16     2.68           46       15.08    12.53     
     3        3.21     2.73           47       15.90    13.16   
     4        3.24     2.76           48       16.77    13.83    
     5        3.28     2.80           49       17.70    14.54     
     6        3.31     2.83           50       18.68    15.30    
     7        3.42     2.92           51       19.74    16.10     
     8        3.51     2.99           52       20.86    16.94    
     9        3.60     3.07           53       22.05    17.85   
     10       3.68     3.15           54       23.32    18.80    
     11       3.82     3.22           55       24.67    19.82    
     12       4.03     3.43           56       26.11    20.90    
     13       4.15     3.55           57       27.65    22.05   
     14       4.28     3.62           58       29.30    23.29    
     15       4.40     3.75           59       31.05    24.62     
     16       4.51     3.86           60       32.93    26.06    
     17       4.60     3.94           61       34.94    27.60    
     18       4.72     4.06           62       37.10    29.26    
     19       4.85     4.13           63       39.40    31.06     
     20       4.99     4.27           64       41.86    32.97     
     21       5.08     4.36           65       44.48    35.02     
     22       5.24     4.52           66       47.29    37.21     
     23       5.36     4.60           67       50.30    39.58    
     24       5.42     4.66           68       53.52    42.14    
     25       5.50     4.74           69       56.98    44.93     
     26       5.74     4.94           70       60.71    47.98     
     27       5.99     5.16           71       64.73    51.30    
     28       6.26     5.39           72       69.02    54.93    
     29       6.54     5.63           73       73.62    58.86     
     30       6.85     5.89           74       78.48    63.12   
     31       7.17     6.16           75       83.65    67.71   
     32       7.51     6.44           76       91.26    75.72     
     33       7.87     6.74           77       97.89    82.52     
     34       8.26     7.06           78      104.84    89.87    
     35       8.66     7.40           79      112.34    98.02    
     36       9.10     7.76           80      120.62   107.28   
     37       9.55     8.13           81      129.90   117.93    
     38      10.03     8.53           82      140.37   130.21   
     39      10.54     8.94           83      151.98   144.06   
     40      11.09     9.38           84      164.50   159.33  
     41      11.66     9.83           85      177.65   175.84  
     42      12.26    10.32                                           
     43      12.91    10.82                                          

* Last Birthday. 
      
4.   Commissions on Increases in Face Amount

     When a face amount  increase  occurs on an existing  PrinFlex  Life Policy,
     commissions in addition to those outlined above may be payable.

     An increase will be defined as a face amount increase.  We will compare the
     increased  face amount of the policy against the highest policy face amount
     over the latest  three year period to  determine  if there is a policy face
     amount increase during the current year.

     A 50%  commission  will be paid on  premium  received  during  the first 12
     months  following  the date of a face amount  increase that is greater than
     the  premium  level on which a high (50%)  first year  commission  rate was
     previously  paid.  The  maximum  premium on which a high  (50%)  first year
     commission  rate is paid  will be  limited  to the total  planned  periodic
     premium amount of the policy after a face amount increase has occurred.

5.   Persistency-Production Bonus

     Both short-term and long-term  persistency  bonuses are payable on PrinFlex
     premium received  according to the provisions of the Bonus Plans section of
     the  Agent/Broker  Commission  Schedules then in effect.  The amount of the
     bonus payments will depend on the amount of total life insurance premium in
     force, the persistency percentage, and the policy year.

     Payments  may range  from 0% to 5.25% of the  premium  in the  first  three
     policy years and from 0% to 2.0% in subsequent policy years.

6.   Other

     Renewal  commissions  payable  after  the  termination  of  the  Registered
     Representative's   agreement  will  be  governed  by  the  Representative's
     insurance marketing contract in force at the time of the sale, as permitted
     by law.

FLEXIBLE  PREMIUM  VARIABLE UNIVERSAL  LIFE INSURANCE  POLICY.  Adjustable death
benefit.  Benefits payable at death or earlier Maturity Date.  Flexible premiums
payable until Maturity Date or prior death.

This policy is a legal contract  between you, as owner, and us, Principal Mutual
Life Insurance  Company.  Your policy is issued based on the  information in the
application and payment of premiums as shown on the current Data Pages.

We will pay the benefits of this policy in accordance with its provisions.

Your net premiums are added to your Policy  Value.  You may allocate them to one
or more of the Separate Account Divisions and to the Fixed Account.

The portion of your Policy Value that is in the Separate  Account will vary from
day to day. The amount is not guaranteed.  It may increase or decrease depending
on the investment  experience of the underlying  divisions that you have chosen.
There are no minimum guarantees as to such portion of your Policy Value.

The portion of your Policy Value that is in the Fixed  Account will  accumulate,
after deductions, at rates of interest we determine. Such rates will not be less
than 3% a year.

The  amount  and  duration  of the death  benefit  may be  variable  or fixed as
described in this policy.

10 DAY EXAMINATION OFFER. IT IS IMPORTANT TO US THAT YOU ARE SATISFIED WITH THIS
POLICY.  IF YOU ARE NOT  SATISFIED,  YOU MAY RETURN  YOUR  POLICY TO EITHER YOUR
AGENT OR OUR HOME OFFICE BEFORE THE LATTER OF:

(1) 10 DAYS OF ITS RECEIPT, (2) 45 DAYS AFTER THE APPLICATION WAS SIGNED; OR (3)
10 DAYS FROM THE  DELIVERY OF THE NOTICE OF THE RIGHT TO CANCEL.  WE WILL REFUND
ANY PREMIUM  PAID AND YOUR POLICY WILL BE  CONSIDERED  VOID FROM ITS  INCEPTION.
PLEASE READ YOUR POLICY CAREFULLY SO YOU MAY BETTER USE ITS MANY BENEFITS.
PARTICIPATING.

The terms of this  policy  start on the Policy Date and will stay in force until
the Insured's Age 95 Policy  Anniversary so long as you satisfy the requirements
as outlined in your policy.



- -------------------------------
Vice President,
and Corporate Secretary



- -------------------------------
President

[GRAPHIC OMITTED] Principal Mutual Life
                  Insurance Company

                  711 High Street
                  Des Moines, Iowa 50392-0001
- --------------------------------------------------------------------------------

INSURED  John Doe                           POLICY DATE  November 21, 2001

OWNER  Jane Doe                             POLICY  Flexible Premium Variable
                                                    Universal Life

POLICY NUMBER SAMPLE                        FACE AMOUNT $1,000,000
<PAGE>

                                        INDEX


                                       PAGE                               PAGE
       Adjusting the Face Amount.........18  Loan Interest Charge...........14
       Age and Sex.......................25  Loan Repayment.................14
       Alterations...................... 25  Owner/Beneficiary Changes......25
       Assignment........................25  Planned Periodic Premiums.......6
       Benefit Payment Options...........19  Policy Expenses................15
       Contract..........................25  Policy Value...................10
       Cost of insurance Rates...........16  Premium Payment Limits..........6
       Data Page..........................3  Reinstatement...................8
       Death Benefit Option..............17  Right to Exchange Policy.......24
       Death Benefit Option Changes .....18  Statement of Value.............27
       Death Proceeds....................17  Suicide........................26
       Definitions........................4  Surrender Value................14
       Fixed Account......................9  Termination.....................8
       Grace Period.......................7  Transfers......................11
       Incontestability..................25  Variable Life Separate Account..9
       Investment Accounts................9


                 A copy of the application and any additional  benefits provided
                   by rider follow the last page of this policy.

<PAGE>
                            DATA PAGE                                   PAGE 3


POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001

INSURED   John Doe                       ISSUE AGE-SEX   35-Male


                             SCHEDULE OF PROTECTION

FORM                                             PROTECTION*1
 NO.     POLICY AND RIDERS       FACE AMOUNT        PERIOD         DEATH BENEFIT

SF378      Flexible Premium       $X,XXX,XXX      To Age 95*2        Option X
           Variable Universal
           Life

SF380      Cost of Living                         To Age 55


                              PREMIUM INFORMATION


Your planned periodic premium of $XXX.XX is payable XXXXXXXX.

*1 If  sufficient  premiums  are  paid,  this  policy  provides  life  insurance
   protection  on the  Insured  until the  maturity  date,  which is the  Policy
   Anniversary  following  the birthday on which the Insured  attains age 95, or
   termination of the Extended Maturity Rider,  whichever is later. YOU MAY HAVE
   TO PAY OTHER  THAN THE  PLANNED  PERIODIC  PREMIUM  SHOWN  ABOVE TO KEEP THIS
   POLICY AND COVERAGE IN FORCE TO THAT DATE, and to keep any additional benefit
   riders in force.

*2 Any reference to age means the Policy  Anniversary  following the birthday on
   which the Insured attains the age stated.

The smallest payment we will accept is     $30.00.

Minimum monthly premium:    $XXX.XX

Target Premium:     $X,XXX.XX

This policy is adjustable.  If it is adjusted,  we will send you new Data Pages.
The Data Pages are to be attached to and made a part of this policy. The minimum
face amount is $XX,XXX.  [Should  print  according to type of case:  $50,000 for
individual;  $25,000 for  multi-life  and  guaranteed  issue.] The minimum  face
amount increase is $50,000.

3.0% Fixed Account Guaranteed Interest Crediting Rate

8% Loan Interest Rate

Interest  on borrowed  funds is credited at 6% through  Policy Year ten at which
point it is credited at 7.75%.

SF378                      (Continued on Page 3-1)
<PAGE>
                          DATA PAGE                                   PAGE 3-1

POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001

INSURED   John Doe                       ISSUE AGE-SEX   35-Male

SEPARATE ACCOUNT: PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                   VARIABLE LIFE SEPARATE ACCOUNT

                                                   PREMIUM          DEDUCTION
                                                 ALLOCATIONS       ALLOCATIONS

FIXED ACCOUNT                                        XXX%              XXX%

SEPARATE ACCOUNT DIVISIONS

Aggressive Growth                                    XXX%              XXX%

Asset Allocation                                     XXX%              XXX%

Balanced                                             XXX%              XXX%

Bond                                                 XXX%              XXX%

Capital Accumulation                                 XXX%              XXX%

Emerging Growth                                      XXX%              XXX%

Fidelity Contrafund                                  XXX%              XXX%


SF 378                     (Continued on Page 3-2)

<PAGE>

                     DATA PAGE                                     PAGE 3-2


POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001

INSURED   John Doe                       ISSUE AGE-SEX   35-Male



                                                   PREMIUM        DEDUCTION
                                                 ALLOCATIONS     ALLOCATIONS

SEPARATE ACCOUNT DIVISIONS

Fidelity Equity-Income Fund                         XXX%             XXX%

Fidelity High Income Fund                           XXX%             XXX%

Government Securities                               XXX%             XXX%

Growth                                              XXX%             XXX%

Money Market                                        XXX%             XXX%

World                                               XXX%             XXX%

SF 378                     (Continued on Page 3-3)
<PAGE>

                        DATA PAGE                                     PAGE 3-3

POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001

INSURED   John Doe                       ISSUE AGE-SEX   35-Male


                               SCHEDULE OF CHARGES

Maximum Monthly Administration Charge:  $20.00

Maximum Monthly Mortality and Expense Risks Charge:  .XXXXXXX
(.90% annual) of accumulated value.

Premium Expense Charge: 2.75% of each premium received for premium payments less
than or equal to the Target  Premium made during the first ten Policy Years plus
a  charge  for  state  taxes of 2.2% of each  premium  received  and a  deferred
acquisition cost (DAC) tax of 1.25% of each premium received.

Transaction  Charges:  The  first 12  division  transfers  per  year  are  free.
Thereafter, there is a $25.00 transaction charge for each transfer. Each partial
surrender will also have a transaction  charge.  The  transaction  charge is the
lesser of $25.00 or 2% of the amount surrendered.

Minimum  Transfer  Amount:  $100 or the balance of the investment  account being
transferred from, if less.

Minimum Partial Surrender or Loan Amount:  $500

Minimum Policy Loan Repayment:  $30.00


                           TABLE OF SURRENDER CHARGES

                           (POLICY YEAR OF SURRENDER)

                        POLICY YEAR               AMOUNT

                             1                  $X,XXX.XX
                             2                   X,XXX.XX
                             3                   X,XXX.XX
                             4                   X,XXX.XX
                             5                   X,XXX.XX
                             6                   X,XXX.XX
                             7                   X,XXX.XX
                             8                   X,XXX.XX
                             9                     XXX.XX
                            10                     XXX.XX


In the first year,  surrender charges build up on a monthly basis over the first
twelve policy months.

SF 378              (Continued on Page 3-4)
<PAGE>
                         DATA PAGE                                     PAGE 3-4


POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001

INSURED   John Doe                       ISSUE AGE-SEX   35-Male


                DETAILED SCHEDULE OF PROTECTION AND RISK CLASSES


    POLICY AND             EFFECTIVE
      RIDERS                  DATE            AMOUNT            RISK CLASS

Flexible Premium
Variable Universal     Novemember 21, 2001   $1,000,000     Standard Nonsmoker
Life
                                TOTAL $1,000,000

Cost of Living                    The Effective Date is November 21, 2001.  The
                                  current cost of living base is $1,000,000.
                                  The maximum cost of living increase is the
                                  lesser of $100,000 or 30% of the cost of
                                  living base. The minimum cost of living
                                  increase is $1,000.

Basis of Values:  Guaranteed  maximum cost of insurance  rates are based on 1980
CSO Mortality, age last birthday, with distinction for sex and smoking status.
The rates will reflect the Insured's premium class.

SF 378                     (Continued on Page 3-5)

<PAGE>


                     DATA PAGE                                        PAGE 3-5

INSURED   John Doe                       ISSUE AGE-SEX   35-Male

POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001



              TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES


                                MONTHLY RATES PER $1,000.00


      INSURED'S              MONTHLY              INSURED'S          MONTHLY
    ATTAINED AGE               RATE              ATTAINED AGE          RATE

         35                  X.XXXXX                  67             X.XXXXX
         36                  X.XXXXX                  68             X.XXXXX
         37                  X.XXXXX                  69             X.XXXXX
         38                  X.XXXXX                  70             X.XXXXX
         39                  X.XXXXX                  71             X.XXXXX
         40                  X.XXXXX                  72             X.XXXXX
         41                  X.XXXXX                  73             X.XXXXX
         42                  X.XXXXX                  74             X.XXXXX
         43                  X.XXXXX                  75             X.XXXXX
         44                  X.XXXXX                  76             X.XXXXX
         45                  X.XXXXX                  77             X.XXXXX
         46                  X.XXXXX                  78             X.XXXXX
         47                  X.XXXXX                  79             X.XXXXX
         48                  X.XXXXX                  80             X.XXXXX
         49                  X.XXXXX                  81             X.XXXXX
         50                  X.XXXXX                  82             X.XXXXX
         51                  X.XXXXX                  83             X.XXXXX
         52                  X.XXXXX                  84             X.XXXXX
         53                  X.XXXXX                  85             X.XXXXX
         54                  X.XXXXX                  86             X.XXXXX
         55                  X.XXXXX                  87             X.XXXXX
         56                  X.XXXXX                  88             X.XXXXX
         57                  X.XXXXX                  89             X.XXXXX
         58                  X.XXXXX                  90             X.XXXXX
         59                  X.XXXXX                  91             X.XXXXX
         60                  X.XXXXX                  92             X.XXXXX
         61                  X.XXXXX                  93             X.XXXXX
         62                  X.XXXXX                  94             X.XXXXX
         63                  X.XXXXX                  95             X.XXXXX
         64                  X.XXXXX                  96             X.XXXXX
         65                  X.XXXXX                  97             X.XXXXX
         66                  X.XXXXX                  98             X.XXXXX
                                                      99             X.XXXXX




SF 378
<PAGE>
                           DEFINITIONS IN THIS POLICY

ACCUMULATED VALUE---(Also known as Policy Value) is the sum of the values in the
Loan Account, Fixed Account, and Investment Accounts.

ADJUSTMENT  DATE--means  the Monthly Date on or next following our approval of a
requested adjustment.

    EXAMPLE:If the Policy Date is June 5, 1997, and if your requested adjustment
    is approved on April 20, 1998, the Adjustment Date will be May 5, 1998.

ATTAINED  AGE--means  the Insured's age on the birthday on or preceding the last
Policy Anniversary.

BUSINESS  DAY--is any day that the New York Stock  Exchange is open for trading,
and trading is not restricted.  The net asset value of the Mutual Fund shares in
which a Division of the  Separate  Account  invests will be  determined  on each
Business Day.

DIVISION--part  of the  Separate  Account to which Net Premiums may be allocated
which  invests  in shares of a Mutual  Fund.  The  value of an  investment  in a
Division is variable and is not guaranteed.

FIXED ACCOUNT--is that part of the Policy Value that reflects the value you have
in our general account.
                                   
INSURED--  means the person  named as the Insured on the  current  Data Pages of
this policy. The Insured may or may not be the owner.

INVESTMENT ACCOUNT--is that part of the Policy Value that reflects the value you
have in one of the Divisions of the Separate Account.

LOAN  ACCOUNT--is that part of the Policy Value that reflects the value you have
transferred  from the Fixed Account and/or Separate  Account as collateral for a
policy loan.

MATURITY  DATE--means the Policy Anniversary following the Insured's 95th
birthday.

MONTHLY DATE--means the day of the month which is the same as the day of the
Policy Date.

     EXAMPLE: If the Policy Date is June 5, 1997, the first Monthly Date is
     July 5, 1997.

MONTHLY POLICY  CHARGE--is the amount  subtracted from your Policy Value on each
Monthly Date equal to the sum of the cost of insurance and  additional  benefits
provided by any rider plus the monthly  administration  charge and mortality and
expense risks charge in effect on the Monthly Date.

MUTUAL FUND--means a registered open-end investment company in which the 
Divisions of the Separate Account may invest under this policy.  Mutual Funds 
currently available are shown on the current Data Pages.

NET PREMIUM--is  the gross premium less the deductions for the Premium Expense
Charge as shown on the current Data Pages.  It is the amount of premium
allocated to the Fixed Account or Investment Accounts.

NOTICE--means any form of communication we receive in our home office providing
the information we need, either in writing or another manner that we approve in
advance.

POLICY DATE--the date shown on the current Data Pages.

POLICY VALUE--(also known as the Accumulated Value) is the sum of the values
in the Loan Account, Fixed Account, and Investment Accounts.

POLICY YEARS AND ANNIVERSARIES--means the Policy Years and Anniversaries 
computed from the Policy Date.

      EXAMPLE: If the Policy Date is June 5, 1997,  the first Policy Year ends
      on June 4, 1998. The first Policy Anniversary falls on June 5, 1998.

PREMIUM EXPENSE CHARGE---is the charge deducted from premium payments to cover a
sales charge, state premium taxes and the deferred acquisition cost(DAC) tax as 
shown on the current Data Pages.

PRORATED  BASIS--means  in  the  proportion  that  the  value  of  a  particular
Investment  Account or Fixed Account bears to the total value of all  Investment
Accounts and Fixed Account.

SEPARATE ACCOUNT--means Principal Mutual Life Insurance Company Variable Life
Separate Account, a registered Unit investment trust with Divisions and
segregated assets, to which Net Premiums may be allocated under this policy and
others we issue.

TARGET  PREMIUM--a  premium amount used to measure the maximum sales charge that
is included as part of the Premium Expense Charge and any applicable  contingent
deferred  sales charge under a policy.  Your Target Premium is set forth on your
Current Data Pages.

UNIT--the accounting measure used to calculate the Separate Account value.

VALUATION PERIOD--means the period between the time as of which the net asset
value of a Mutual Fund is determined on one Business Day and the time as of
which such value is determined on the next following Business Day.

WE, OUR, US--means Principal Mutual Life Insurance Company.

WRITTEN REQUEST--a form satisfactory to us, signed and dated by you, and filed
at our home office.

YOU, YOUR--means the owner of this policy.
<PAGE>

                  PURCHASING AND KEEPING THE CONTRACT IN FORCE

Premium Payments

Your first premium is due on the Policy Date.  After that,  premiums may be paid
at any time  while  this  policy is in force.  The  amount of your  premiums  is
subject to the Premium Payment Limits  provision.  We will give a receipt to the
premium payor on request.

Your initial Net Premium  will be allocated to the Money Market  Division of the
Separate  Account.  The Net Premium is the premium paid less the Premium Expense
Charge.  The  Premium  Expense  Charge is shown on the current  Data Pages.  Net
Premiums  will  continue to be allocated to the Money Market  Division  until 20
days after the Policy Date.  After the 20-day period has expired,  your policy's
Accumulated Value will be transferred to the Divisions indicated by your initial
premium allocation percentage(s) request.

The premium allocation  percentages are shown on the current Data Pages.  Unless
you change them, these percentages apply to future allocations of premiums.  For
each  Division,  the allocation  percentages  must be zero or a whole number not
less than ten nor greater than 100. The sum of the percentages for all Divisions
must equal 100.

PLANNED  PERIODIC  PREMIUMS  You  may  preauthorize  automatic  monthly  planned
periodic premium  payments.  If you do not elect to pay  automatically,  we will
send you reminder  notices of the amount and frequency of your planned  periodic
premiums as selected in your application. These notices serve only as a reminder
of your  preference.  Premiums  are to be sent to the  address we provide in the
reminder  notices.  You may  change the amount  and  frequency  of your  planned
periodic premiums by providing Notice to us.

If you do not make a planned  periodic  premium  payment or  additional  premium
payments, the Grace Period provision may apply.


PREMIUM  PAYMENT  LIMITS To keep  this  policy  in force  you must  satisfy  the
requirements described in the Grace Period provision.

The smallest premium payment we will accept is shown on the current Data Pages.

You may  choose to make  premium  payments  that are  greater  than the  planned
periodic  premium.  However,  we will refund any premiums that would  disqualify
this policy as "life  insurance"  as defined in the Internal  Revenue  Code,  as
amended.

If any payment  increases  the policy's  death benefit by more than it increases
the Policy Value, we reserve the right to refund the premium  payment.  Evidence
of insurability which satisfies us may be required.

GRACE PERIOD The grace period  begins when we mail a notice of impending  policy
termination  to you.  This notice will be sent to your last post office  address
known to us. It will show the  minimum  payment  required to keep your policy in
force.  It will also show the 61 day grace  period  during  which we will accept
that payment.

A notice of impending policy termination will be sent if:

1. The net surrender  value on any Monthly Date is less than the Monthly  Policy
Charge; or

2. During the 12 months  following the Policy Date, the sum of the premiums paid
is less than the minimum required premium on a Monthly Date.

The minimum required premium on a Monthly Date is equal to A times B where:

A Is the minimum monthly premium shown on the current Data Pages; and

B Is one plus the number of complete  months since the Policy Date. If the grace
period begins  because the net surrender  value is less than the Monthly  Policy
Charge, the minimum payment is three times that Monthly Policy Charge.

If the grace period begins because the sum of the premiums paid is less than the
minimum required  premium,  the minimum payment is the past due minimum required
premium. The past due minimum required premium is:

1. The minimum required premium due on the next following Monthly Date;

   LESS

2. The sum of the premiums paid since the Policy Date.

If the  grace  period  ends  before we  receive  the past due  minimum  required
premium,  we will pay you any  remaining  value in the policy which would be the
excess of A over B where:

A Is the net  surrender  value on the  Monthly  Date at the  start of the  grace
period, and

B Is the two Monthly Policy Charges  applicable  during the grace period. If the
Insured  dies  during a grace  period,  we will pay the  death  proceeds  to the
beneficiary.

TERMINATION All policy privileges and rights of the owner under this policy end:

1. When you surrender your policy for cash;
2. When the death proceeds are paid;
3. When the policy maturity proceeds are paid; or
4. When the grace period ends as described  above.  In this case, the privileges
and  rights of the owner  terminate  as of the  Monthly  Date on which the grace
period begins.

REINSTATEMENT  If this policy ends as described  in the Grace Period  provision,
you may reinstate it provided:

1. Such reinstatement is prior to the Maturity Date;

2. The Insured is alive;

3. Not more than three years have elapsed since the policy terminated;

4. You supply  evidence which  satisfies us that the Insured is insurable  under
our underwriting guidelines then in effect;

5. You either  repay or reinstate  any policy loans and unpaid loan  interest on
this policy existing at termination; and

6. You make a payment of at least the greater of an amount  sufficient  to allow
three Monthly Policy Charges or the past due minimum required premium, if any.

The reinstatement will be effective on the Monthly Date on or next following the
date we approve it.  Your  surrender  charges  made upon  reinstatement  will be
calculated  as if the policy had never  ended.  You will  receive new Data Pages
upon reinstatement.

                           Premium Investment Options

ALLOCATIONS--You  may allocate Net Premiums to the Fixed  Account  and/or any of
the Separate Account Divisions.  Allocation  percentages must be zero or a whole
number  not less  than  ten nor  greater  than  100.  The sum of the  allocation
percentages must equal 100. You may change the allocation percentages by sending
us your Written Request. The change will take effect on the date we receive your
Written  Request at our home  office.  Unless you  change  the  initial  premium
allocation  specified in your  application for this policy,  it will continue to
apply to subsequent premium payments.

FIXED ACCOUNT Net Premiums  allocated to the Fixed Account will earn interest at
a specified rate. In no event will the guaranteed  interest rate be less than 3%
compounded annually.

INVESTMENT  ACCOUNTS The Separate Account is comprised of Divisions shown on the
current  Data  Pages.  Each  Division  invests in a Mutual Fund with a different
investment objective.  You may allocate amounts to one or more of the Divisions.
An Investment Account will be established for you corresponding to each Division
of the Separate Account to which amounts are allocated or transferred under this
policy. We will maintain each of these Investment Accounts for you to keep track
of your  values in each  Division.  Income,  gains and  losses,  whether  or not
realized,  from each  Division's  assets are credited to or charged against that
Division  without  regard to income,  gains or losses of other  Divisions or our
other income, gains or losses.

VARIABLE  LIFE  SEPARATE  ACCOUNT The Separate  Account is  registered  with the
Securities  and  Exchange  Commission  as a  Unit  investment  trust  under  the
Investment  Company Act of 1940,  as amended.  Assets are put into the  Separate
Account to support  this policy and to support  other  variable  life  insurance
policies we may offer. We own the assets of the Separate  Account.  These assets
are not part of our general  account.  Income,  gains and losses of the Separate
Account,  whether  or not  realized,  are  credited  to or charged  against  the
Separate  Account assets,  without regard to our other income,  gains or losses.
The assets of the Separate Account will be available to cover the liabilities of
our general  account only to the extent that the assets of the Separate  Account
exceed the  liabilities of the Separate  Account arising under the variable life
insurance policies supported by the Separate Account.

We reserve  the right to add other  Divisions,  eliminate  or  combine  existing
Divisions,  or transfer assets in one Division to another. If shares of a Mutual
Fund are no longer available for investment,  or in our judgment investment in a
Mutual  Fund  becomes  inappropriate  considering  the  purpose of the  Separate
Account,  we may eliminate the shares of a Mutual Fund and substitute  shares of
another.  Substitution may be made with respect to both existing investments and
the investment of future Net Premium payments.  However, no such changes will be
made  without   notifying  you  and  getting  any  required  approval  from  the
appropriate state and/or federal regulatory authorities.

We will  notify you of any such  change.  You may then  change  your  allocation
percentages and transfer any value in that Division to another  Division without
charge.  Or, you may exchange the policy for a  fixed-benefit  flexible  premium
policy made  available by us. You may exercise  this right until the later of 60
days after the effective  date of such change or the date you receive  notice of
this right.  The face amount of the new policy will be the death benefit of this
policy on the date of exchange.

                        BENEFITS WHILE POLICY IS IN FORCE

Your Policy Values

Your Policy  Value at any time is equal to the sum of the values you have in the
Loan Account, the Fixed Account and the Investment Accounts.

LOAN ACCOUNT VALUE You can get a loan on this policy under  certain  conditions.
When you take out a loan,  we  transfer  the  amount  of the loan from the Fixed
Account  and/or one or more of the Investment  Accounts,  into the Loan Account.
For details of the Loan Account see the Policy Loan section.

FIXED ACCOUNT VALUE The amount you have in the Fixed Account at any time equals:

                        1) Net Premiums allocated to it,

                                      PLUS

                          2) Amounts transferred to it,

                                      PLUS

                           3) Interest credited to it,

                                      LESS

                          4) Amounts deducted from it,

                                      LESS

                         5) Amounts transferred from it,

                                      LESS

                          6) Amounts withdrawn from it.

INVESTMENT  ACCOUNT  VALUE Your  Investment  Account  value for each Division is
equal to the  number  of Units in that  Investment  Account  multiplied  by that
Division's Unit value. The number of Units in an Investment  Account at any time
equals A minus B, where:

A is the number of Units credited to the Investment Account because of

     1. Net Premiums allocated to it, and

     2. Amounts transferred to it; and

B is the number of Units canceled from the Investment Account because of

     1. Amounts deducted from it,

     2. Amounts transferred from it, and

     3. Amounts withdrawn from it.

The number of Units credited or canceled for a given transaction is equal to the
dollar amount of the transaction,  divided by the Unit value on the Business Day
of the transaction.

UNIT VALUES We will  determine the Unit values for each Division of the Separate
Account at the end of each  Business  Day. We will deem each Business Day to end
at the time we  determine  the net asset  value of the  underlying  Mutual  Fund
shares held by the Division of the Separate Account. When we need to determine a
Policy Value or an amount  after the end of a Business  Day, or on a day that is
not a Business Day, we will do so at the end of the next Business Day.

The Unit value for each Division was  established  at $10 for the first Business
Day that an amount was allocated, or transferred to the particular Division. For
any  subsequent  Business  Day, the Unit value for that  Division is obtained by
multiplying the Unit value for the immediately preceding Business Day by the net
investment factor for the particular Division on that subsequent Business Day.

NET INVESTMENT  FACTOR The net investment  factor for a Division on any Business
Day is equal to A divided by B where:

A Is the net asset  value of the  underlying  Mutual  Fund  shares  held by that
Division at the end of such Business Day before any policy transactions are made
on that day; and

B Is the net asset  value of the  underlying  Mutual  Fund  shares  held by that
Division at the end of the immediately  preceding  Business Day after all policy
transactions were made for that day.

We reserve the right to adjust the above formula for any taxes  determined by us
to be attributable to the operations of the Division.

                                    Transfers

TRANSFERS  ALLOWED You may transfer  amounts  between the Fixed  Account and the
Investment  Accounts as provided below. To request a transfer,  you must provide
us Notice. All transfers with the same effective dates count as one transfer. We
reserve the right to not accept transfer  requests from someone  requesting them
for multiple  contracts.  We also reserve the right to modify or revoke transfer
privileges and charges.

TRANSFERS FROM FIXED ACCOUNT You may transfer  amounts from the Fixed Account to
an Investment Account by, making either a scheduled or unscheduled Fixed Account
transfer, subject to the following conditions:

Either unscheduled  transfers or scheduled transfers (not both) may occur during
the same Policy Year.

UNSCHEDULED FIXED ACCOUNT  TRANSFERS--You may make one unscheduled transfer from
the Fixed Account each Policy Year, as follows:

1. You must provide us Notice within 30 days following either the Policy Date or
any Policy Anniversary.

2. The  transfer  will occur within one Business Day of the date we receive your
Notice; and

3. You must specify the dollar amount or percentage to be  transferred,  and the
resulting amount must not exceed 25% of your Fixed Account value as of the later
of the Policy Date or the last Policy Anniversary.  However, you may transfer up
to 100% of your Fixed Account value within 30 days after the first and following
Policy Anniversaries if your Fixed Account value is less than $1,000

SCHEDULED FIXED ACCOUNT TRANSFERS-(Dollar Cost Averaging)-You may make scheduled
transfers on a monthly basis from the Fixed Account as follows:

1.  Transfers  will begin on the Monthly Date following the date we receive your
Notice.

2. our Fixed Account value must equal or exceed the minimum transfer value shown
on the  current  Data  Pages.  We reserve the right to change this amount but it
will never exceed $10,000;

3. The monthly amount  transferred  must equal 2% of your Fixed Account value as
of the later of the Policy Date or the last Anniversary;

4. The transfers will continue until your Fixed Account value is exhausted or we
receive Notice to stop them; and

5. If you stop the scheduled  transfers,  you may not start them again until six
months after the date of the last scheduled transfer.

6. You must  have a  minimum  of $2500  in your  Fixed  Account  at the time the
transfer begins in order to initiate the transfers.

TRANSFERS FROM INVESTMENT  ACCOUNTS You may transfer  amounts from an Investment
Account to either the Fixed  Account  or  another  Investment  Account by making
either a scheduled or unscheduled  Investment  Account transfer,  subject to the
following conditions.

Transfers to the Fixed Account are allowed only if:

1. You have not  transferred  any amount from the Fixed Account for at least six
months; and

2. Your Fixed  Account  value  immediately  after the  transfer  does not exceed
$1,000,000, except with our prior approval.

UNSCHEDULED  INVESTMENT ACCOUNT  TRANSFERS--You  may make unscheduled  transfers
from an Investment Account, as follows:

1. The  transfer  will occur  within one  Business Day after the date we receive
your Notice;

2. You must  specify  the dollar  amount or  percentage  to  transfer  from each
Investment Account,  and the resulting amount must equal or exceed the lesser of
the value of your Investment Account or the minimum  transaction amount shown on
the current Data Pages; and

3. We reserve the right to charge a  transaction  charge as shown on the current
Data Pages for each unscheduled  transfer after the twelfth transfer in a Policy
Year.

SCHEDULED  INVESTMENT  ACCOUNT  TRANSFERS-(Dollar  Cost  Averaging)-You may make
scheduled transfers from an Investment Account, as follows:

1.  Scheduled  transfers  will begin on the Monthly Date  following  the date we
receive your Notice;

2. You must specify how often the transfers will occur (annually, semi-annually,
quarterly or monthly);

3. You must specify the dollar amount to transfer from each Investment  Account,
and that amount must equal or exceed the lesser of the value of your  Investment
Account or the minimum transaction amount shown on the current Data Pages;

4. The value of each Investment Account from which transfers are made must equal
or exceed the minimum transfer amount shown on the current Data Pages;

5. The transfers will continue until your interest in the Investment  Account is
exhausted or we receive Notice to stop them; and

6. We reserve the right to limit the number of  Investment  Accounts  from which
transfers will be made at the same time. In no event will the limit ever be less
than two.

7. You must  have a  minimum  of $2500  in your  Fixed  Account  at the time the
transfer begins in order to initiate the transfers.

                                  Policy Loans

You may obtain a policy loan from us with this policy as sole security.  You may
borrow up to (A) minus (B) where:

A. Is 90% of the net surrender value; and

B. Is any outstanding  policy loan and unpaid loan interest at the time the loan
request is processed at the home office.

The minimum loan amount is shown on the current Data Pages.

YOUR LOAN  ACCOUNT If you take a policy  loan,  a portion of your  Policy  Value
equal  to the loan  will be  transferred  from  the  Fixed  Account  and/or  the
Investment Accounts to your Loan Account until the loan is repaid. The effective
date of the transfer is the date of the loan.

The loan will  result in a  reduction  in the value of the Fixed  Account to the
extent amounts are transferred from the Fixed Account to the Loan Account, or in
the  cancellation of Units in the Investment  Account or Accounts from which the
loan was withdrawn.  For each Investment  Account,  the number of Units canceled
will be equal to the portion of the loan withdrawn divided by the Unit value for
the Valuation Period in which the loan is taken.

You may tell us the amount of the  policy  loan to be  withdrawn  from the Fixed
Account and/or each Investment  Account.  If you do not tell us, the loan amount
will be withdrawn in the same proportion as the allocation used for your Monthly
Policy  Charge.  Amounts held in your Loan Account will be part of the Company's
general  account and will be credited  with  interest from the date of transfer.
The  difference  between the policy loan rate and the rate  credited on the Loan
Account will not exceed 2%.

On each Policy  Anniversary,  if there has been a loan repayment,  this credited
interest  is  transferred  from the Loan  Account to the Fixed  Account  and the
Investment Accounts.  It is allocated among the Fixed Account and the Investment
Accounts in the same manner used to allocate premium payments.

All interest  rates stated are effective  annual rates.  We apply these rates to
properly  reflect the actual date we receive any  repayments and any changes you
make in loan amounts during a policy month.

LOAN INTEREST CHARGE  Interest  charges accrue daily at the annual loan interest
rate shown on the current Data Pages.  Interest is due and payable at the end of
each Policy Year.  Any interest not paid when due is added to the loan principal
and bears  interest at the same rate. The adding of unpaid  interest  charges to
the loan  principal  will  cause  additional  amounts to be  withdrawn  from the
Divisions in the same manner as described above for loans.

REPAYMENT You may repay all or part of a policy loan as long as the policy is in
force and the minimum  payment  amount (as shown on the  current  Data Pages) is
met.  Any  policy  loans and  unpaid  loan  interest  charges  not repaid at the
Insured's death or at maturity are deducted from the death or maturity proceeds.

YOU SHOULD  IDENTIFY  THE PURPOSE OF EACH  PAYMENT.  IF WE CANNOT  IDENTIFY  ITS
PURPOSE, WE WILL CONSIDER IT TO BE A LOAN REPAYMENT IF A LOAN IS OUTSTANDING.

As the loan is repaid,  the amount repaid is transferred  from your Loan Account
to the Fixed Account and/or the  Investment  Accounts in the same manner used to
allocate  premium  payments.  If you do not  repay a  policy  loan  or pay  loan
interest and the net surrender  value is less than the Monthly Policy Charge due
on a Monthly Date, the Grace Period provision will apply.

                             Surrender of the Policy

SURRENDER  VALUE AND NET  SURRENDER  VALUE The  surrender  value of your  policy
equals the Policy Value less the surrender charges (described below).

The net surrender  value of your policy is the  surrender  value less any policy
loans and unpaid  loan  interest.  As long as your  policy is in force,  you may
surrender it for its net surrender value by sending us a Written Request.

SURRENDER  CHARGES The table of  surrender  charges is shown on the current Data
Pages.  Surrender  charges  vary based on the face  amount of the policy and the
premiums  paid and will  apply  only  during  the first 10 Policy  Years  unless
changed  due to a face  amount  increase.  A face  amount  increase  has its own
surrender  charge period which begins on the  Adjustment  Date. If a face amount
increase is made, the surrender charges will be a composite of all charges which
apply for each year.

PARTIAL SURRENDERS Each Policy Year after the first Policy Year, you may make up
to two partial surrenders of the net surrender value, subject to the following:

1. Each partial  surrender must be in an amount not less than the minimum amount
shown on the current Data Pages; and

2. In the  aggregate  the total  amount  surrendered  in a Policy  Year will not
exceed an amount equal to 75% of the net  surrender  value as of the date of the
first surrender.

You may  tell us in what  proportion  to  allocate  the  amount  of the  partial
surrender and  transaction  charge to be withdrawn from the Fixed Account and/or
each Separate Account Division.  The transaction  charge is shown on the current
Data Pages.  If you do not tell us, the partial  surrender  and the  transaction
charge  will be  withdrawn  from the  Fixed  Account  and the  Separate  Account
Divisions  in the same  proportion  as the  allocations  used  for your  current
Monthly Policy Charge.  Partial  surrenders from the Fixed Account will be taken
from the most recent premium payments first (LIFO).

The amount of the partial  surrender plus the transaction  charge will result in
the  cancellation  of Units in the  Separate  Account  Divisions  from which the
partial  surrender  occurs.  The number of Units  cancelled will be equal to the
amount of the partial surrender plus the transaction  charge divided by the Unit
value of the Division or Divisions for the Valuation Period in which the partial
surrender is effective.

Your  Policy  Value is reduced by the amount of the partial  surrender  plus the
amount of the transaction charge.

If the Option 1 death  benefit is in effect,  the face  amount is reduced by the
amount of the partial surrender and the transaction charge.

                                 POLICY EXPENSES

MONTHLY POLICY CHARGES On the Policy Date, and each Monthly Date thereafter,  we
will deduct a Monthly Policy Charge.

The deduction for the Monthly Policy Charge is the sum of the following amounts:

1. The cost of insurance  (described below) and the cost of additional  benefits
provided by any rider in force for the policy month;

2. The current  monthly  administration  charge but not greater than the maximum
shown on the current Data Pages; and

3. The  mortality  and expense risks charge  imposed on the  Investment  Account
value as shown on the current Data Pages.

The Monthly Policy Charge will be withdrawn from the Investment  Accounts and/or
Fixed Account  according to the allocation  percentages  you have chosen.  These
percentages are shown on the current Data Pages.

Your choice for the Monthly Policy Charge allocation may be:

1. The same as the allocation percentages you have chosen for your premiums; or

2. Determined on a Prorated Basis; or

3. Any other allocation which we mutually agree upon.

If the amount in an Investment  Account and/or Fixed Account is  insufficient to
allow the  allocation  you have  chosen,  your  Monthly  Policy  Charge  will be
allocated on a Prorated Basis.

For each  Investment  Account and/or Fixed Account,  the allocation  percentages
must be zero or a whole  number not less than ten nor greater  than 100. The sum
of the  percentages  for all the Investment  Accounts and the Fixed Account must
equal 100. Changes in allocation  percentages may be made by providing Notice to
us. Once approved by us, they are effective as of the next Monthly Date.

COST OF INSURANCE  The cost of insurance on each Monthly Date is A multiplied by
the result of B minus C, where:

A Is the cost of insurance  rate as  described  in the Cost of  Insurance  Rates
section divided by 1,000;

B Is the death benefit as described in the Your Death  Proceeds  section of this
policy at the  beginning of the Policy  Month,  divided by the sum of 1 plus the
monthly guaranteed fixed account interest rate (1.0024663); and

C Is the Policy Value at the beginning of the policy month  calculated as if the
Monthly Policy Charge was zero.

COST OF INSURANCE  RATES The monthly  cost of  insurance  rates are based on the
sex,  issue age and Attained Age (at the time an adjustment  is made),  and risk
classification   of  the  Insured.   We  determine  these  rates  based  on  our
expectations as to our future  mortality  experience.  Any change in these rates
applies  to all  individuals  of the  same  class  as the  Insured.  The cost of
insurance  rates  will never be  greater  than shown in the Table of  Guaranteed
Maximum Cost of Insurance  Rates on the current Data Pages.  However,  different
cost of insurance rates may apply to any face amount increase.

PREMIUM  EXPENSE CHARGE We will deduct a Premium  Expense Charge as shown on the
current Data Pages from each premium payment. The result will be the Net Premium
payment.

OTHER CHARGES We will charge a surrender charge as described in the Surrender Of
The Policy  section if any of the following  occurs during the surrender  charge
period:

1. You request the net surrender value of your policy;

2. You take a partial surrender of the net surrender value of your policy;

3. You do not pay an amount  due at the end of a grace  period,  and the  policy
terminates.

                               YOUR DEATH PROCEEDS

We will pay the death proceeds to the  beneficiary  subject to the provisions of
the  policy,  when we receive  proof that the Insured  died before the  Maturity
Date.  These death proceeds,  determined as of the date of the Insured's  death,
are A minus B where:

A Is the death benefit  described below plus any proceeds from any benefit rider
on the Insured's life; and

B Is any policy loans and unpaid loan interest and, if the Insured died during a
grace period, any overdue Monthly Policy Charges.

We will pay  interest  on death  proceeds  from the date of death  until date of
payment  or  until  applied  under  a  benefit  option.  It will be at a rate we
determine, but not less than required by state law.

DEATH  BENEFIT This policy  provides two death  benefit  options.  The option in
effect is shown on the current Data Pages.

                                    Option 1.

Under Option 1, the death benefit equals the greater of:

1. The policy's face amount; or

2. The amount found by multiplying the Policy Value by the applicable percentage
shown below.

                                    Option 2.

Under Option 2, the death benefit equals the greater of:

1. The policy's face amount plus its Policy Value; or

2. The amount found by multiplying the Policy Value by the applicable percentage
shown below.


                        TABLE OF APPLICABLE PERCENTAGES*

(For ages not shown,  the  applicable  percentages  shall decrease by a pro rata
portion for each full year.)


INSURED'S ATTAINED AGE %

 40 and under                 250
      45                      215
      50                      185
      55                      150
      60                      130
      65                      120
      70                      115
75 through 90                 105
      95                      100

*These  percentages  will be updated as required by  revisions  to the  Internal
Revenue Code.

CHANGES IN DEATH BENEFIT  OPTION You may change the death  benefit  option on or
after the first  Policy  Anniversary.  To request a change in the death  benefit
option,  you must send us a Written Request. A change approved on a Monthly Date
will be  effective  on that  Monthly  Date.  A change  approved  on other than a
Monthly Date will be effective on the next  following  Monthly Date.  Changes in
options  are  limited to two per Policy  Year and are  subject to the  following
conditions:

1. If the change is from Option 1 to Option 2, we will  reduce the face  amount.
The reduction  will be equal to the  Accumulated  Value on the effective date of
the change.  The face amount  after any  reduction  must be at least the minimum
face amount required by our then current underwriting guidelines. We may require
proof of insurability which satisfies us.

2. If the change is from Option 2 to Option 1, we will increase the face amount.
The increase will be equal to the  Accumulated  Value on the  effective  date of
change. No proof of insurability is required.

YOUR MATURITY  PROCEEDS If the Insured is living on the policy's  Maturity Date,
we will pay you the policy's  Accumulated Value less any policy loans and unpaid
loan interest.

ADJUSTING  THE FACE  AMOUNT  While  your  policy is in force (but not in a grace
period) you may request an  increase or decrease in the face  amount.  Decreases
may not be made during the first Policy Year.  Any  adjustment is subject to our
approval.

APPROVAL  OF AN  ADJUSTMENT  Any  increase  in  face  amount  will  be in a risk
classification we determine, and will be approved if:

1. The  Attained Age of the Insured is 85 or less and the amount of the increase
is at least the minimum increase shown on the current Data Pages; and

2. You supply  evidence which  satisfies us that the Insured is insurable  under
our underwriting guidelines then in effect.

No adjustment will be approved if:

1. The face amount after  adjustment would be less than the minimum amount shown
on the current Data Pages; or

2. Your Monthly Policy Charges are being waived under any rider.

REQUESTING AN ADJUSTMENT You must send us a Written Request for an adjustment. A
request for a face amount  increase must be signed by the Insured and owner.  It
must show the face amount desired after  adjustment.  An adjustment is effective
on the Adjustment Date.

A face amount  increase that is not a result of an increase  rider is subject to
the Right to Examine and Right to Exchange provisions.

BENEFIT  PAYMENT  OPTIONS You may elect to use one of these  benefit  options in
your  benefit  instructions.  If no  benefit  instructions  are in effect at the
Insured's death, the beneficiary may apply unpaid death proceeds under a benefit
option.  You may also apply the net surrender  value of your policy at surrender
or at maturity under a benefit option.

If  a  benefit  option  is  elected,   this  policy  must  be  exchanged  for  a
supplementary  contract effective when the policy proceeds first become payable.
Payments  under  the  following  options  are  not  affected  by the  investment
experience of any Division of our Separate Account after the policy proceeds are
applied under an option.

Option A. SPECIAL BENEFIT  ARRANGEMENT--A  specially designed benefit option may
be arranged with our approval.

Option B. PROCEEDS LEFT AT INTEREST--We will hold the amount applied on deposit.
Interest payments will be made annually, semi-annually, quarterly or monthly, as
elected.

Option C. FIXED INCOME--We will pay an income of a fixed amount or an income for
a fixed period not exceeding 30 years. Refer to Option C Tables to determine the
number of fixed amount payments or the amount of each fixed period  payment.  On
request, we will furnish benefit information not shown in the Tables.

Option D. LIFE  INCOME--We  will pay an income  during a  person's  lifetime.  A
minimum guaranteed period may be used, as shown in the Option D Table.  Payments
will be in an amount we determine, but not less than shown in the Table.

Option E.  JOINT AND  SURVIVOR  LIFE  INCOME--We  will pay an income  during the
lifetime of two persons,  and continuing  until the death of the survivor.  This
option includes a minimum guaranteed period of 10 years.  Payments will be in an
amount we determine,  but not less than shown in the Option E Table. On request,
we will furnish minimum income information for age combinations not shown in the
Table.

Option F.  JOINT AND  TWO-THIRDS  SURVIVOR  LIFE  INCOME--We  will pay an income
during the  lifetime of two  persons,  and  two-thirds  of the  original  amount
continuing until the death of the survivor. Payments during the time both people
are alive will be in an amount we determine  (the  "original  amount"),  but not
less than shown in the  Option F Table.  On  request,  we will  furnish  minimum
income information for age combinations not shown in the Table.

                                 OPTION C TABLES
================================================================================

Minimum Number of Months for Which Monthly Income will be Paid. First Payment on
effective date of Supplementary Policy.
        Amount                 No. of                No. of              No. of
       Applied     Income       Pymts*    Income     Pymts*  Income       Pymts*
$       10,000   $     50        274   $    100        114   $ 175         61
        25,000        150        214        250        114     400         67
        50,000        250        274        500        114     750         72
       100,000        450        321      1,000        114   1,500         72

Minimum  Monthly  Income  To Be Paid for  Number  Of  Years.  First  Payment  on
effective date of Supplementary Policy.

                                        Number of Years
       Amount       ------------------------------------------------------------
      Applied           5        10        15        20        25        30
$      10,000         179.10     96.10     68.70     55.10     47.10     41.80
       25,000         447.75    240.25    171.75    137.75    117.75    104.50
       50,000         895.50    480.50    343.50    275.50    235.50    209.00
      100,000       1,791.00    961.00    687.00    551.00    471.00    418.00
<PAGE>
                                 OPTION D TABLE
================================================================================

Minimum Monthly Life Income for Each $1,000 Applied.  First Payment on effective
date of Supplementary Policy.


                          Minimum Guaranteed Period
       Age          ------------------------------------
   Last Birthday                5          10        15         20        Inst*
     Male Payee       None     Yrs.        Yrs.      Yrs.       Yrs.       Rfd.
 ----------------- --------- --------    -------  --------   --------    -------
         55          4.45       4.44       4.40       4.33       4.23       4.24
         56          4.54       4.53       4.48       4.41       4.29       4.31
         57          4.64       4.62       4.57       4.48       4.35       4.38
         58          4.74       4.72       4.66       4.56       4.42       4.46
         59          4.84       4.82       4.76       4.65       4.48       4.54
         60          4.96       4.94       4.87       4.74       4.55       4.63
         61          5.08       5.06       4.97       4.83       4.61       4.72
         62          5.21       5.18       5.09       4.92       4.68       4.82
         63          5.35       5.32       5.21       5.01       4.75       4.92
         64          5.50       5.46       5.33       5.11       4.81       5.02
         65          5.66       5.62       5.47       5.21       4.87       5.13
         66          5.83       5.78       5.60       5.31       4.94       5.25
         67          6.01       5.95       5.75       5.41       4.99       5.37
         68          6.21       6.13       5.89       5.52       5.05       5.50
         69          6.42       6.33       6.05       5.62       5.11       5.64
         70          6.64       6.53       6.21       5.72       5.16       5.78
         71          6.87       6.74       6.37       5.82       5.20       5.93
         72          7.12       6.97       6.54       5.91       5.25       6.09
         73          7.39       7.21       6.71       6.01       5.29       6.25
         74          7.67       7.46       6.88       6.10       5.32       6.42
         75          7.98       7.73       7.05       6.18       5.35       6.60

*Income  payments  continue until the total  received  equals the amount applied
under the option.
<PAGE>
                            OPTION D TABLE, CONTINUED
================================================================================

Minimum Monthly Life Income for Each $1,000 Applied.  First Payment on effective
date of Supplementary Policy.

                                 Minimum Guaranteed Period
        Age         --------------------------------------------------
  Last Birthday      None       5          10         15       20        Inst*
   Female Payee                Yrs.       Yrs.       Yrs.      Yrs.       Rfd.
- ------------------- -------- --------   --------   -------   --------   --------
         55          4.05       4.05       4.03       4.00       3.95       3.94
         56          4.12       4.12       4.10       4.06       4.01       4.00
         57          4.20       4.19       4.17       4.13       4.07       4.06
         58          4.28       4.27       4.25       4.20       4.13       4.13
         59          4.36       4.35       4.33       4.28       4.20       4.20
         60          4.45       4.44       4.41       4.35       4.26       4.27
         61          4.55       4.54       4.50       4.43       4.33       4.35
         62          4.65       4.64       4.60       4.52       4.40       4.43
         63          4.76       4.74       4.70       4.61       4.47       4.52
         64          4.87       4.86       4.80       4.70       4.54       4.61
         65          5.00       4.98       4.91       4.80       4.61       4.70
         66          5.13       5.11       5.03       4.89       4.69       4.81
         67          5.27       5.24       5.16       5.00       4.76       4.91
         68          5.42       5.39       5.29       5.10       4.83       5.02
         69          5.58       5.55       5.43       5.21       4.90       5.14
         70          5.76       5.71       5.57       5.32       4.97       5.27
         71          5.94       5.89       5.73       5.43       5.03       5.40
         72          6.15       6.09       5.89       5.55       5.09       5.54
         73          6.37       6.30       6.06       5.66       5.15       5.69
         74          6.60       6.52       6.24       5.77       5.20       5.85
         75          6.86       6.75       6.42       5.88       5.25       6.02

*Income  payments  continue until the total  received  equals the amount applied
under the option.
<PAGE>
                                 OPTION E TABLE
================================================================================

Minimum  Monthly Joint and Survivor Life Income For Each $1,000  Applied.  First
Payment on effective date of Supplementary Policy.


       Age Last Birthday         Age Last Birthday of Female Payee
        of Male Payee        55         60          62           65          70
  ----------------------- -------     ------      ------       -----      -----
               60           3.82        4.04        4.12        4.25        4.45
               62           3.85        4.09        4.19        4.33        4.57
               65           3.90        4.16        4.28        4.45        4.74
               70           3.95        4.26        4.40        4.62        5.01
               75           3.99        4.33        4.48        4.75        5.24

                                 OPTION F TABLE
================================================================================


Minimum  Monthly  Joint and  Two-Thirds  Survivor  Life  Income for Each  $1,000
Applied. First Payment on effective date of Supplementary Policy.

                                    Age Last Birthday of Female Payee
     Age Last Birthday    ----------------------------------------------------
        of Male Payee         55         60         62          65         70
   ---------------------- ---------- ---------  ----------  ----------  --------
               60           4.22        4.45        4.55        4.71        5.00
               62           4.30        4.54        4.65        4.82        5.14
               65           4.41        4.68        4.80        4.99        5.35
               70           4.61        4.92        5.06        5.29        5.74
               75           4.82        5.17        5.33        5.60        6.14


BENEFIT  OPTION  INTEREST  Interest  at a rate we set,  but never less than 3% a
year,  will be  applied  to  determine  the  payments  under  Option B. Any such
interest in excess of 3% will be added to payments under Option C.

CONDITIONS When a benefit option is elected:

1. Any amount payable to an assignee will be paid in one lump sum.

2. The amount applied must be at least $3,500 and result in periodic payments of
at least $20.

3. Benefit  options are restricted if the recipient of benefits is not a natural
person.

4. Under Options D, E and F, one of the persons on whose life payments are based
must be the owner,  Insured or beneficiary.  The size of payments depends on the
age and sex of the person or persons on whose life payments are based. This will
be determined as of the effective date of the supplementary contract. We reserve
the right to require evidence of age, sex and continuing survival.

                            RIGHT TO EXCHANGE POLICY

You may exchange  this policy for a new life policy we make  available  for this
purpose on the life of the Insured based on our current underwriting guidelines.
The new policy may not be a term insurance policy or a variable policy. Evidence
of insurability will not be required.

The exchange  must be made during the first 24 months from the Policy Date while
your policy is in force,  but not while it is in a grace  period.  The  exchange
will be  effective  on receipt of a Written  Request on a form we specify.  This
policy  will then  terminate.  The new policy  will have the same Policy Date as
this policy.

You may choose whether the new policy will have either the same death benefit or
the same  amount at risk as this  policy.  The amount at risk is the  difference
between the Accumulated Value and the death benefit of the policy.  Premiums for
the new policy will be based on the same issue age, sex, and risk classification
as this policy.

An equitable  adjustment in the new policy's premiums and values will be made to
reflect any variations between the premiums and values under this policy and the
new policy. No additional charge will be made for this exchange  privilege.  Any
policy loans and unpaid loan interest must be repaid or  transferred  to the new
policy.

Any benefit riders included on this policy may be exchanged, without evidence of
insurability, for similar benefit riders on the new policy if:

1. You request the similar benefit rider to be included on the new policy; and

2. The similar  benefit  rider was available for the new policy on the effective
date of the benefit  rider for this policy based on the same issue age, sex, and
risk classification as the Insured.


                         OWNER, BENEFICIARY, ASSIGNMENT

OWNERSHIP The owner is as named in the application  unless you change  ownership
as  provided  below.  As owner,  you may  exercise  every  right and enjoy every
privilege  provided  by your  policy,  subject to the rights of any  irrevocable
beneficiary. These rights and privileges continue while your policy is in force,
and end at the  Insured's  death.  If you are not the Insured and you die before
the  Insured,  the Insured  becomes  the owner  unless you have  provided  for a
successor owner.

BENEFICIARY The beneficiary(ies) named in the application will receive the death
proceeds  unless you change the beneficiary  designation as provided below.  Any
death proceeds payable to a beneficiary who dies before the Insured will be paid
equally to  surviving  beneficiaries  named in the  application,  unless we have
approved another Written Request.  If no beneficiary  survives the Insured,  the
death proceeds will be paid to the owner or to the owner' s estate.

CHANGE OF OWNER OR  BENEFICIARY  You may change the owner or beneficiary of this
policy by Written  Request.  Our  approval is needed and no change is  effective
until we approve it. Once  approved,  the change is effective as of the date you
signed the request. We have the right to require that you send us this policy so
we can record the change.

BENEFIT  INSTRUCTIONS  While the Insured is alive, you may file instructions for
the payment of the death  proceeds under one of the benefit  options  previously
described.  Such  instructions,  or change of  instructions,  must be by Written
Request approved by us. If you change the beneficiary,  it will revoke any prior
benefit instructions.

ASSIGNMENT  You may assign your policy as collateral  for a loan. The assignment
must be in writing and filed in our home office. We assume no responsibility for
any  assignment's  validity.  An assignment  as  collateral  does not change the
owner.  The  rights  of  beneficiaries,   whenever  named,   except  irrevocable
beneficiaries, become subordinate to those of the assignee.

                               GENERAL INFORMATION

THE  CONTRACT  This policy,  the attached  application,  any  amendments  to the
application,  and the  current  Data  Pages  make up the  entire  contract.  Any
statements  made  in  the  application  or an  adjustment  application  will  be
considered  representations and not warranties. No statement,  unless made in an
application,  will be used to void your policy (or void an adjustment in case of
an  adjustment  application)  or to defend  against a claim.  Unless a  separate
effective  date is shown on the current Data Pages,  the Policy Date is also the
effective date.

ALTERATIONS This policy may be altered by mutual agreement,  but any alterations
must be in writing  and signed by one of our  corporate  officers.  No one else,
including the agent, may change the contract or waive any provisions.

INCONTESTABILITY  With respect to statements made in the initial application for
this  policy,  we will not contest  this policy after the Insured has been alive
for two years  after the Issue  Date.  With  respect to  statements  made in any
subsequent  application  for  additional  coverage,  we  will  not  contest  the
additional  coverage  resulting from such application after the Insured has been
alive  for two  years  after  the  application  date.  The time  limits  in this
Incontestability provision do not apply to fraudulent misrepresentations.

AGE AND SEX If the age or sex of the  Insured  has  been  misstated,  the  death
benefit  will be that which  would be  purchased  by the most  recent  mortality
charge at the correct age or sex.

DEFERMENT We will usually pay surrenders,  partial  surrenders,  or policy loans
within 3 Business Days after we receive a Written  Request.  We will usually pay
any death  benefit  within 3 Business  Days  after we receive  proof at our home
office of the Insured ' s death.

However, we may not be able to determine the value of the assets of our Separate
Account if:

1. The New York Stock  Exchange  is closed on other than  customary  weekend and
holiday  closings,  or trading on the New York Stock  Exchange is  restricted as
determined by the Securities and Exchange Commission;

2. The Securities and Exchange Commission by order permits  postponement for the
protection of policyowners; or

3. The Securities and Exchange Commission requires that trading be restricted or
declares  an  emergency,  as a result of which  disposal  of  securities  is not
reasonably  practicable or it is not reasonably practicable to determine the net
asset value of the Mutual Funds.

If any of the above events occur, we reserve the right to defer:

1.  Determination  and payment of any surrender,  partial  surrenders,  or death
proceeds;

2. Payment of any policy loans;

3. Determination of the Unit values of the Divisions;

4. Any requested transfer between the Divisions; and

5.  Application of your death proceeds or surrender  proceeds under Your Benefit
Options

PARTICIPATING Your policy is eligible to share in our divisible surplus. We will
determine  its share and credit it as a dividend at the end of each Policy Year.
We do not expect any  dividends  will be paid under this policy.  Dividends,  if
any, will be paid in cash.

SUICIDE  This policy' s death  proceeds  will not be paid if the Insured dies by
suicide,  while sane or insane,  within 2 years of the Policy Date.  Instead, we
will return all premiums paid, less any partial  surrenders and any policy loans
and unpaid loan interest. This amount will be paid to the beneficiary.

Any face amount  increase made under the adjustment  options will not be paid if
the  Insured  dies by  suicide,  while  sane or  insane,  within  2 years of the
Adjustment  Date.  Instead,  we will  return  the sum of the  cost of  insurance
charges for the increased amount of protection.  This amount will be paid to the
beneficiary.

BASIS OF VALUES  Guaranteed  maximum  cost of  insurance  rates are based on the
mortality table referred to on the current Data Pages.

A detailed  statement of the method of calculating  values and benefits has been
filed  with the  insurance  department  of the  state in which  this  policy  is
delivered.  The guaranteed values are greater than or equal to those required by
any state law.

STATEMENT  OF VALUE We will mail a statement  to you once each Policy Year until
the policy terminates. The statement will show:

1.  The current death benefit;
2.  The current accumulated and surrender values;
3.  All premiums paid since the last statement;
4.  Any investment gain or loss since the last statement;
5.  All charges since the last statement;
6.  Any policy loans and unpaid loan interest;
7.  Any partial surrenders since the last statement;
8.  The number of Units and Unit value;
9.  The total value of each of your Investment Accounts;
10. Your designated beneficiary(ies);
11. All riders included with your policy; and
12. Detailed summary of activity for the year.

                          COST OF LIVING INCREASE RIDER

We will  periodically  give you the  opportunity  to increase the face amount of
your  policy  based on  increases  in the  Consumer  Price  Index  for All Urban
Consumers, subject to the provisions of this Rider. No evidence that the Insured
is insurable is required.

LIMITATIONS AND CONDITIONS These limitations and conditions apply:

1.  Increases are available  only on every 3rd Policy  Anniversary,  as measured
from the Policy  Date,  and only when the amount of the increase is at least the
minimum cost of living increase shown on the current Data Pages.

2. The amount of increase will be:

a. The lesser of the calculated  increase ( as determined  below) or the maximum
cost of living increase shown on the current Data Pages;

                           LESS

b. The total of any face  amount  increases  made  during  the  prior  year at a
standard or preferred risk class.

3.  Increases are subject to your  acceptance,  the provisions of this Rider and
any other applicable policy provisions, including any exclusions or limitations.

THE CALCULATED  INCREASE The calculated  cost of living increase is based on the
all-item  Consumer Price Index for All Urban Consumers (CPI) as published by the
United  States  Department  of  Labor.  The  increase  amount is  determined  by
multiplying your policy's current cost of living base (shown on the current Data
Pages) by an increase factor. The increase factor will be:

1. CPI 6 months prior to the cost of living increase date
 
                                   DIVIDED BY

2. CPI 42 months prior to the cost of living increase date
 
                   LESS

3. 1.00

If use of the Index  would  result in a face amount  decrease,  no change in the
face amount will be made.


SF 380
<PAGE>
We will  substitute  what we believe is an  appropriate  index for the  Consumer
Price Index for All Urban Consumers if:

1. The Index is discontinued,  delayed, or otherwise not available for this use;
or

2. The  composition  or base of, or method of  calculating  the Index changes so
that we consider it not  appropriate  for  calculating the future cost of living
increases.

MONTHLY POLICY CHARGE There is no cost associated with this rider. However, when
it is exercised,  the Monthly Policy Charge will be increased to cover the costs
and charges for any increase in protection made under this Rider.  This increase
will be based on the risk  class or classes  shown on the  current  Data  Pages.
Please refer to your policy for more information on monthly policy charges.

DISABILITY BENEFITS If your policy has a rider that provides any benefits due to
disability,  we will  increase  such  benefits  when a cost of  living  increase
occurs. For more information, see the Rider providing these benefits.

PLANNED  PERIODIC  PREMIUM  Your  planned  periodic  premium  will be  increased
accordingly for any increase in protection made under this rider.  Increases are
subject to your  acceptance.  We will notify you of this  increase.  You will be
sent new Data Pages reflecting the increase.

LIMIT ON COST OF LIVING  BASE Your cost of living  base may not be greater  than
the face amounts on your policy that have a standard or preferred risk class.

TERMINATION  This Rider  terminates,  with no further  cost of living  increases
available, on the first of:

1. The Policy Anniversary following the Insured's 55th birthday;
 
2. Any decrease in your  Policy's  face amount  (except as a result of a partial
surrender or a change in your death benefit option);

3. Your failure to accept a cost of living increase; or

4. The termination of your Policy.

REINSTATEMENT  If this  Rider  terminates  under  2,  3,  or 4 above  it will be
reinstated:

1.  Whenever an  underwritten  increase is made in your  Policy's  face  amount,
provided that increase is issued at a standard or preferred risk class;

2. If your Policy is reinstated at a standard or preferred risk class; or

3.  Automatically  on  the  Policy  Anniversary  following  the  Insured's  21st
birthday, if terminated prior to that time.


SF 380


                      WAIVER OF MONTHLY POLICY CHARGE RIDER

This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application and deduction from  Accumulated  Value of the monthly cost of waiver
rates for the benefits  provided by this rider. All definitions,  provisions and
exceptions of the policy apply to this rider unless  changed by this rider.  The
effective  date is the Policy Date unless  another  date is shown on the current
Data Pages.

DEFINITIONS An Age Policy  anniversary  means the Policy  Anniversary on or next
following the birthday designated.

EXAMPLE:  If the Policy date is June 5, 2000, and the Insured is 65 years old on
June 4, 2001, the Age 65 Policy anniversary is June 5, 2001.

TOTAL  DISABILITY  For purposes of this rider,  Total  Disability  is disability
which  results from injury or sickness and prevents the Insured from working for
pay or profit:

1.  In the  Insured's  regular  occupation  during  the  first  2  years  of the
disability; and

2. Thereafter,  in any occupation for which the Insured is reasonably  fitted by
education, training, or experience.

Until  the  Insured's  25th  birthday,  "working  for  pay or  profit"  includes
attending school full time outside the home.

Total  Disability also means (without regard to "working for pay or profit") the
total and irrecoverable loss of (a) sight of both eyes; (b) use of both hands or
both feet; or (c) use of one hand and one foot.

WAIVER  PERIOD A waiver  period  becomes  effective  only after the  Insured has
remained Totally Disabled for 6 continuous  months.  Once effective,  the waiver
period begins:

1. On the Insured's Age 5 Policy  Anniversary  if the rider was issued and Total
Disability began before and continues to that date; or

2. For all others,  on the Monthly Date which follows the date Total  Disability
began.

In no event  will a  waiver  period  begin  earlier  than one year  prior to our
receipt of written notice of the Insured's Total Disability.

The  waiver  period  will  continue  as  long  as  Total  Disability   continues
uninterrupted, except that the waiver period will:

1. End on the  policy's  Maturity  Date (or death of the  Insured,  whichever is
earlier) if Total Disability:

a. Begins prior to the Insured's Age 60 Policy Anniversary; and

b. Continues to the Insured's Age 65 Policy Anniversary.

2. End on the Insured's Age 65 Policy Anniversary, if Total Disability:

a. Begins on or after the Insured's Age 60 Policy Anniversary; and

b. Begins before the Insured's Age 63 Policy Anniversary.

3. End after 2 years if Total Disability:

a. Begins on or after the Insured's Age 63 Policy Anniversary; and

b. Begins before the Insured's Age 65 Policy Anniversary.

If during a waiver period,  a waived or credited Policy Charge would  disqualify
your policy as "life  insurance"  as defined in the Internal  Revenue  Code,  as
amended,  we will not waive that Monthly Policy  Charge.  We will resume waiving
Monthly  Policy  Charges  when they would not  disqualify  your  policy as "life
insurance".

DISABILITY  BENEFITS If the Insured becomes Totally Disabled while this rider is
in force,  on each Monthly Date during a waiver  period we will waive (or credit
to the Accumulated  Value if already deducted) the Monthly Policy Charge for the
policy benefits.

If Death  Benefit  Option 1 is in  effect  when we begin to waive  your  Monthly
Policy Charges, we will then change it to Option 2. You may not change the death
benefit option or increase the face amount during a waiver period.

We will pay the  Accumulated  Value to you on the  Maturity  Date if the  policy
matures while Monthly Policy Charges are being waived by this rider.

If Monthly Policy Charges for policy benefits are being waived under this rider,
your  policy  will remain in force  whether or not your net  surrender  value is
sufficient to continue the Monthly Policy Charge.

You may continue to pay premiums as described in your policy.

COST OF WAIVER RIDER The cost for the Waiver of Monthly  Policy  Charge Rider is
deducted on each Monthly Date. The cost is 1 multiplied by the result of 2 minus
3 where:

1. Is the Cost of Waiver  Rate as shown on the current  Data Pages  divided by 1
plus the monthly guaranteed rate (1.XXXXXX);

2. Is the death benefit at the beginning of the Policy Month; and

3. Is the Accumulated Value at the beginning of the month.

EXCEPTIONS In no case will the Monthly Policy Charge be waived or credited under
this rider if the Total  Disability  results from an intentional  self-injury or
service in the military forces of any country at war, declared or undeclared.

PROOF OF DISABILITY  We will require  proof which  satisfies us of the Insured's
Total  Disability  before any Monthly  Policy  Charge can be waived or credited.
Such proof may include examination at our expense by doctors we select.

We may require similar proof of the Insured's  continued  Total  Disability from
time to time  during  the  first 2 years  of  Total  Disability  and once a year
thereafter.

If such proof is not  provided  as we  require,  the waiver  period will end and
Monthly Policy Charges will again be deducted from your Accumulated Value.

CLAIMS The  benefits  under  this  rider  will not be granted  unless we receive
Written  Notice of the claim  while the  Insured is living and  remains  Totally
Disabled.  Failure to comply however,  will not invalidate a claim if it was not
reasonably possible to give written notice within such time and notice was given
as soon as reasonably possible.

Even if your policy  terminates  because of the  expiration  of a grace  period,
benefits under this rider may be granted if:

1. The Total  Disability  for which  claim is made  began  before the end of the
grace period;

2. We receive  written notice of the claim within one year after the due date of
the first unpaid Monthly Policy Charge; and

3. All other conditions for this rider are met.

If Total  Disability  begins within the grace period,  any unpaid Monthly Policy
Charge  due prior to the start of the  waiver  period  must be paid  before  the
benefits of this rider are available.

POLICY  INCREASES  Refer to your current policy Data Pages to see if your policy
contains a Cost of Living Increase rider or a Salary Increase rider.

If so, any increase  arising from that rider will also be covered by this Waiver
of Monthly Policy Charge rider. The Monthly Policy Charge for this rider will be
increased  based on the risk class or classes  shown on the Data Pages.  We will
not require evidence of insurability.

If an increase under the Cost of Living Increase rider becomes  effective during
a waiver  period,  the Monthly  Policy Charge for the increase will be waived as
long as the waiver period continues.

TERMINATION This rider ends on the first of:

1. The termination of your Policy;

2. The  Insured's  Age 65 Policy  Anniversary,  or at the end of a waiver period
which is in effect on the Insured's Age 65 Policy Anniversary; or

3. Our  receipt  of your  Written  Request  to cancel  it.  The  change  will be
effective  on the  Monthly  Date on or next  following  the date we receive  the
request.  We may require that you send your policy to our home office so that we
can record the cancellation.

SF 386


                           WAIVER OF SPECIFIED PREMIUM RIDER 
                            
This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application and deduction from  accumulated  value of the monthly cost of waiver
rates for the benefits  provided by this rider. All definitions,  provisions and
exceptions of the policy apply to this rider unless  changed by this rider.  the
effective  date is the Policy Date unless  another  date is shown on the current
Data Pages.

DEFINITIONS An Age Policy  Anniversary  means the Policy  Anniversary on or next
following the birthday designated.

EXAMPLE:  If the Policy Date is June 5, 2000, and the Insured is 65 years old on
June 4, 2001, the Age 65 Policy Anniversary is June 5, 2001.

TOTAL  DISABILITY  For purposes of this rider,  Total  Disability  is disability
which  results from injury or sickness and prevents the Insured from working for
pay or profit:

1.  In the  Insured's  regular  occupation  during  the  first  2  years  of the
disability; and

2. Thereafter,  in any occupation for which the Insured is reasonably  fitted by
education, training, or experience.

Until  the  Insured's  25th  birthday,  "working  for  pay or  profit"  includes
attending school full time outside the home.

Total  Disability also means (without regard to "working for pay or profit") the
total and irrecoverable loss of (a) sight of both eyes; (b) use of both hands or
both feet; or (c) use of one hand and one foot.

WAIVER  PERIOD A Waiver  Period  becomes  effective  only after the  Insured has
remained Totally Disabled for 6 continuous  months.  Once effective,  the Waiver
Period begins:

1. On the Insured's Age 5 Policy  Anniversary  if the rider was issued and Total
Disability began before and continues to that date; or

2. For all others,  on the Monthly Date which follows the date Total  Disability
began.

In no event  will a  Waiver  Period  begin  earlier  than one year  prior to our
receipt of Written Notice of the Insured's Total Disability.

The  Waiver  Period  will  continue  as  long  as  Total  Disability   continues
uninterrupted, except that the Waiver Period will:

1. End on the  policy's  Maturity  Date (or death of the  Insured,  whichever is
earlier) if Total Disability:

a. Begins prior to the Insured's Age 60 Policy Anniversary; and

b. Continues to the Insured's Age 65 Policy Anniversary.

2. End on the Insured's Age 65 Policy Anniversary, if Total Disability:

a. Begins on or after the Insured's Age 60 Policy Anniversary; and

b. Begins before the Insured's Age 63 Policy Anniversary.

3. End after 2 years if Total Disability:

a. Begins on or after the Insured's Age 63 Policy Anniversary; and

b. Begins before the Insured's Age 65 Policy Anniversary.

If during a Waiver Period, a paid specified premium would disqualify your policy
as "life insurance" as defined in the Internal Revenue Code, as amended, we will
not  pay  that  portion  of  the   specified   premium  which  would  cause  the
disqualification.  We will resume paying the entire specified  premium when this
payment would not disqualify your policy as "life insurance".

DISABILITY  BENEFITS If the Insured becomes Totally Disabled while this rider is
in force,  beginning on the first Monthly Date following the  commencement  of a
Total  Disability,  we will pay the greater of the monthly  specified premium as
shown on the current Data Pages or the Monthly  Policy Charges while the Insured
remains  Totally  Disabled.  We  must  receive  proof  of  the  Insured's  Total
Disability  which has continued for six continuous  months and which began after
the Policy Date and began prior to the Insured's Attained Age 65.
                            
If death  benefit  option 1 is in  effect  when we begin to waive  your  monthly
specified  premium,  we will the  change it to option 2. You may not  change the
death benefit option or increase the face amount during a waiver period.

We will pay the Accumulated  Value of your policy to you on the maturity date if
the policy matures while the specified premium is being waived under this rider.

COST OF WAIVER RIDER The cost for the Waiver of Monthly  Policy  Charge Rider is
deducted on each Monthly Date. The cost is 1 multiplied by the result of 2 minus
3 where:

1. Is the Cost of Waiver  Rate as shown on the current  Data Pages  divided by 1
plus the monthly guaranteed rate (1.XXXXXX);

2. Is the death benefit at the beginning of the Policy Month; and

3. Is the Accumulated Value at the beginning of the month.

The greater of the cost of Waiver of Specified  Premium  rider or cost of Waiver
of Monthly  Policy Charge Rider is deducted on each Monthly  Date.  The cost for
the Waiver of Specified  Premium rider is the sum of up to three parts--the cost
of the policy, the cost of the Spouse Term Insurance rider, if any, and the cost
for the Children  Term  Insurance  rider,  if any. The cost for each part is the
product of 1 and 2 where:

1. Is the Cost of Insurance for the policy or rider for the Policy Month; and

2. Is the Cost of Waiver  rates for the policy or rider as shown on the  current
Data Pages.
          
EXCEPTIONS  In no case will the  specified  premiums be paid under this rider if
the Total Disability  results from an intentional  self-injury or service in the
military forces of any country at war, declared or undeclared.
                              
We will not pay the  specified  premium for an Insured  with a Total  Disability
which  commences  prior to the Policy Date, or the effective date of this rider,
if later.

PROOF OF DISABILITY  We will require  proof which  satisfies us of the Insured's
Total  Disability  before any specified  premium  shall be paid.  Such proof may
include examination by doctors we select at our own expense.

We may require similar proof of the Insured's  continued  Total  Disability from
time to time  during  the  first 2 years  of  Total  Disability  and once a year
thereafter.

If such proof is not provided as we require,  the waiver period will end and the
specified premium payments shall again become payable by the Owner.

CLAIMS The benefits of this rider will not be granted unless we receive  Written
Notice of the claim while the Insured is living and  remains  Totally  Disabled.
Failure to comply however,  will not invalidate a claim if it was not reasonably
possible to give Written Notice within such time and notice was given as soon as
reasonably possible.

Even if your policy  terminates  because of the  expiration  of a grace  period,
benefits of this rider may be granted if:

1. The Total  Disability  for which  claim is made  began  before the end of the
grace period;

2. We receive  Written Notice of the claim within one year after the due date of
the first unpaid specified premium; and

3. All other conditions for this rider are met.

If Total  Disability  begins within the grace period,  any unpaid Monthly Policy
Charges  due prior to the start of the  Waiver  Period  must be paid  before the
benefits of this rider are available.

POLICY  INCREASES  Refer to your current policy Data Pages to see if your policy
contains a Cost of Living Increase rider or a Salary Increase rider.
                   
If so, any increase  arising from that rider will also be covered by this Waiver
of Specified  Premium  rider.  The Monthly  Policy Charge for this rider will be
increased  based on the risk class or classes  shown on the Data Pages.  We will
not require evidence of insurability.

If an increase under the Cost of Living Increase rider becomes  effective during
a waiver  period,  the Monthly  Policy Charge for the increase will be waived as
long as the waiver period continues.

TERMINATION This rider ends on the first of:

1. The termination of your policy;

2. The Insured's Age 65 Policy Anniversary; or

3. Our  receipt  of your  Written  Request  to cancel  it.  The  change  will be
effective  on the  Monthly  Date on or next  following  the date we receive  the
request.  We may require that you send your policy to our home office so that we
can record the cancellation.
    
SF381

                           ACCIDENTAL DEATH BENEFIT RIDER

This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  Accumulated  Value of the monthly cost of
accidental death benefits  provided by this rider.  All definitions,  provisions
and  exceptions of the policy apply to this rider unless  changed by this rider.
The effective  date is the Policy Date unless  another date is shown on the data
page.

ACCIDENTAL  DEATH  BENEFIT This rider  provides an  accidental  death benefit as
shown on the data page. We will pay the benefit to the beneficiary  upon receipt
of proof satisfactory to us that:

1. The Insured died on or after the Policy  anniversary  following the Insured's
first birthday;

2. The Insured died as a result, directly and independently of all other causes,
of accidental bodily injury; and

3. The death is not a direct or indirect result of an Excluded Risk.

EXCLUDED  RISKS We will not pay the  accidental  death  benefit if death results
directly or indirectly from any of the following:

1. Suicide, while sane or insane;

2. War or an act of war,  or service in the  military  forces of any  country at
war, declared or undeclared;

3.  Bodily or mental  disease or  infirmary,  or medical or  surgical  treatment
thereof;

4. The  commission  or  attempted  commission  by the  Insured  of an assault or
felony;

5.  Operating,  riding in or  descending  from any kind of aircraft in which the
Insured is a pilot or a member of the operating crew, or in which the Insured is
receiving or giving any kind of training or instruction; or

6. The  voluntary  taking  of or the  effects  of  voluntarily  using  any drug,
narcotic or hallucinogen  unless  prescribed for and administered to the Insured
by a  licensed  physician  who is not a member  of the  Insured's  family.  This
includes any controlled  substances  listed in Schedules I, II, III or IV of the
Federal  Controlled  Substances  Act,  231  U.S.C.  Section  812,  or  successor
statutes, as they may be amended.

AUTOPSY  We  reserve  the  right to  examine  the  Insured's  body  and,  unless
prohibited by law, to make an autopsy.

INCREASES You may increase the  accidental  death benefit up to the current face
amount of your policy, provided:

1. The  increase is for at least the minimum face amount  increase  shown on the
data page;

2. The increase  does not result in a total benefit  exceeding our  underwriting
limits then in effect; and

3. You supply evidence of insurability which satisfies us under our underwriting
rules then in effect.

FACE  AMOUNT Our  underwriting  rules do not  permit  accidental  death  benefit
amounts  greater than DECREASES  policy face amounts.  If a face amount decrease
causes a conflict  with that rule, we will reduce the  accidental  death benefit
amount and its cost, accordingly.

COST OF INSURANCE We deduct the cost of insurance  for the benefits  provided by
this rider on each Monthly Date. The cost is 1 multiplied by 2 where:

1. Is the cost of insurance  rate,  as described in the Cost of insurance  Rates
section, divided by 1,000; and

2. is the accidental death benefit.

COST OF INSURANCE  RATES The monthly cost of insurance  rates for the accidental
death benefit are based on the attained age, sex, and risk class of the insured.
We determine these rates based on our  expectations  as to our future  mortality
experience.  Any change in these rates  applies to all  individuals  of the same
class as the  insured.  The cost of  insurance  rates will never be greater than
those  shown  on the  data  page in the  Table  of  Guaranteed  Maximum  Cost of
Insurance Rates for Accidental  Death Benefits.  However,  different  guaranteed
maximum  cost of  insurance  rates may apply to any  increase in the  accidental
death benefit.

TERMINATION This rider ends on the first of:

1. Termination of your policy;

2. The policy anniversary following the insured's 70th birthday; or

3. Our receipt of your written request to cancel this rider.  The change will be
effective  on the  monthly  date on or next  following  the date we receive  the
request.  We may require  that you send your policy to our home office to record
the cancellation.

SF  40

             CHILDREN TERM INSURANCE RIDER

This rider is part of your  policy.  It is issued in consideration of the
application and deduction from the accumulated  value of the monthly cost of
children  term  insurance  benefits  provided  by tjis rider.  for the  benefits
provided by this rider. All definitions, provisions and exceptions of the policy
apply to this rider  unless  changed by this rider.  The  effective  date is the
Policy Date unless another date is shown on the current Data Pages.

DEFINITION An insured child under this rider is:

                 1.  Any child, stepchild or legally adopted child of the 
                     insured named in the application for this rider who is 
                     less than 18 years of age on the date of the application 
                     for this rider.

                 2.  Any child of the insured born after the date of the 
                     application for this rider; and

                 3.  Any child less than 18 years of age legally adopted by the
                     insured after the date of the application for this rider.

A child will not be an insured  child and will not be covered  before  attaining
the age of 14 days or beyond this rider's protection period.

INSURANCE BENEFIT We will pay this rider's beneficiary its insurance amount upon
receipt of proof of an insured child's death.  This rider's  insurance amount is
equal to the number of units of this rider included in your policy,  as shown on
the data page, times $1,000.

                   EXAMPLES:
                   3 UNITS children term x $1,000 =
                  $3,000 insurance amount for each child

                   4.5 UNITS children term x $1,000 
                  $4,500 insurance amount for each child

PROTECTION PERIOD This rider's protection period ends on the first of:

                  1.  Termination of this rider (see Termination section below)
                      or
                        
                  2.  As to any individual insured child, the Policy Anniversary
                      next following the insured child's 25th birthday.

COST OF INSURANCE We deduct the cost of insurance  for the benefits  provided by
this rider on each monthly date. The cost is 1 multiplied by 2 where:

                  1.  Is the number of units; and

                  2.  Is the rate per unit shown on the data page.

BENEFICIARY The beneficiary named in the application for this rider will receive
this rider's insurance amount,  unless the beneficiary is changed as provided in
your policy.

OWNERSHIP  The  policy's  owner is also the owner of this rider.  Any changes in
ownership of your policy and all provisions  which apply to ownership also apply
to this rider.

INCONTESTABILITY  We will not claim  this  rider is void or deny  payment of its
insurance amount after it has been in force for 2 years from its effective date.

SUICIDE  This rider's  insurance  amount will not be paid if the insured dies by
suicide, while sane or insane, within 2 years of its effective date. Instead, we
will return tall costs of children term insurance  deducted for this rider. This
amount will be paid to the beneficiary.

PAID-UP  BENEFIT If the  insured  dies  while your  policy and this rider are in
force,  this rider will  become  fully paid up. It will then  continue  in force
during  its  protection  period,  as shown on the  current  Data  Pages,  unless
surrendered.  You may obtain the surrender value of this rider,  when fully paid
up, at any time.  Your request must be in writing.  The surrender  value will be
the net single premium for the insurance at the respective  attained age of each
insured child based on the Commissioners 1980 Standard Ordinary Mortality Table,
assuming:

                 1.  Interest at 4% a year;

                 2.  Immediate payment of claims; and

                 3. Age determined on last birthday basis.

The net surrender  value within 30 days after a Policy Anniversary  will not be
less than the value on the Anniversary.

EXCHANGE Any  insurance  under this rider may be  exchanged for a policy on the
life of the insured child on the earlier of:

                 1.  The Policy Anniversary following the insured child's 25th 
                     birthday;

                 2.  The Policy Anniversary following the Insured's 65th 
                     birthday; or

                 3.  The death of the Insured.

No evidence of insurability is required provided:

                 1.  We receive written application and payment of the first 
                     premium for the policy no  earlier  than  90 days  before 
                     nor later than 31 days after the date exchange may be made
                     as provided above; and

                 2.  The policy face amount is not less than $1,000 per unit of
                     this rider and is not more than $5,000 per unit of this 
                     rider.

This policy may be any form of life  policy,  except term,  available  under our
underwriting  guidelines  then in effect.  Its premium  rate will be at our then
published  standard risk class rate for the policy based on the insured  child's
attained age. Its effective  date will be the date of exchange.  No insurance is
provided until the insurance under this rider terminates.

The new policy may include  Waiver or  Accidental  Death riders with our consent
and upon payment of any additional cost we determine for the riders.

If an insured child dies within 31 days of the date on which exchange would have
been allowed, we will pay a death benefit of $1,000 per unit of this rider.

REINSTATEMENT  This  rider  may be  reinstated  as part of your  policy  if,  in
addition to all other policy conditions for  reinstatement,  you supply evidence
which  satisfies us that each  proposed  insured  child is  insurable  under our
underwriting guidelines then in effect.

Upon reinstatement,  if any child proposed for insurance does not meet the above
conditions,  this rider may still be  reinstated as part of your policy but only
with an endorsement  excluding  such  ineligible  child from insurance  coverage
under this rider.

TERMINATION This rider ends on the first of:

                  1.  Termination of your policy;

                  2.  The Policy Anniversary following the Insured's 65th
                      birthday; or

                  3.  Our receipt of your written request to cancel it.  The 
                      change will be effective on the Monthly Date on or next 
                      following the date we receive the request.  We may require
                      you to send your policy to the home office to record the
                      cancellation.

SF 392

                           SPOUSE TERM INSURANCE RIDER

This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  accumulated  value of the monthly cost of
spouse  term  insurance  benefits  provided  by  this  rider.  All  definitions,
provisions  and  exceptions of the policy apply to this rider unless  changed by
this rider.  The effective  date is the Policy Date unless another date is shown
on the current Data Pages.

DEFINITION  SPOUSE--means,  for the purposes of this rider,  the person named as
the spouse in the application for this rider.

INSURANCE  BENEFIT  Upon  receipt  of proof  that the  spouse  died  before  the
termination  of this rider,  we will pay the  beneficiary of this rider the face
amount shown on the current Data Pages.

COST OF INSURANCE  The cost of  insurance  rates for spouse term  insurance  are
based on the attained age, sex, and risk class of the spouse and the Insured. We
determine  these  rates  based on our  expectations  as to our future  mortality
experience.  Any change in these rates  applies to all  individuals  of the same
class as the spouse and the Insured.  the cost of insu5rance rates will never be
greater  than those shown on the current  Data Pages in the Table of  Guaranteed
Maximum Cost of Spouse Term Insurance Rates.


PAID-UP  BENEFIT If the  insured  dies  while your  policy and this rider are in
force,  this rider will  become  fully paid up. It will then  continue  in force
during  its  protection  period,  as shown on the  current  Data  Pages,  unless
surrendered.  You may obtain the surrender value of this rider,  when fully paid
up, at any time.  Your request must be in writing.  The surrender  value will be
the net single premium for the insurance at the respective  attained age of each
insured child based on the Commissioners 1980 Standard Ordinary Mortality Table,
assuming:

           1.  Interest at 4% a year;

           2.  Immediate payment of claims; and

           3. Age determined on last birthday basis.

The net surrender  value within 30 days after a Policy  Anniversary  will not be
less than the value on the Anniversary.

EXCHANGE Any  insurance  under this rider may be  exchanged  for a policy on the
life of the insured spouse without evidence of insurability.  This exchange must
occur on or before this rider's expiration date.

The policy may be any form of life  policy,  except  term,  available  under our
underwriting guidelines then in effect, based on the attained age of the spouse.
the  policy  will be in the same  risk  class as shown  for the  spouse  on this
policy's current Data Pages. Its effective date will be the date of exchange. No
insurance is provided until the insurance under this rider terminates.

BENEFICIARY The beneficiary named in the application for this rider will receive
this rider's insurance amount,  unless the beneficiary is changed as provided in
your policy.  

MISSTATEMENT OF AGE AND SEXIf the age and sex of either the Insured or spouse is
not  correctly  shown on the  current  Data  Pages,  we will  adjust  the amount
payable,  under this rider to reflect the  correct  age and sex.  The ages shown
should be the ages on the respective birthdays prior to the effective date.

INCONTESTABILITY  We will not claim  this  rider is void or deny  payment of its
insurance  amount  after it has been in force  during the lifetime of the spouse
for 2 years from its effective date.

SUICIDE This rider's  insurance amount will not be paid if the insured or spouse
dies by suicide,  while sane or insane,  within 2 years of its  effective  date.
Instead, the rider will immediately  terminate,  and we will return all costs of
spouse term insurance charges paid. This amount will be paid to the beneficiary.

REINSTATEMENT  This  rider may be  reinstated  as part of your  policy in a risk
class we determine based on facts in the application  for  reinstatement,  if in
addition to all other policy  conditions for  reinstatement  you supply evidence
which  satisfies  us  that  the  spouse  is  insurable  under  our  underwriting
guidelines then in effect.

TERMINATION This rider ends on the first of:

                  1.  Termination of your policy;

                  2.  Its exchange as provided above;

                  3.  The end of the protection period as shown on the current
                      Data Pages; or

                  4.  Our receipt of your written request to cancel it.  The 
                      change will be effective on the Monthly Date on or next
                      following the date we receive the request.  We may 
                      require you to send your policy to the home office to 
                      record the cancellation.

                         CHANGE OF INSURED RIDER

This rider is part of your policy.  It is issued in consideration of the
application. There is no charge for this rider.

CHANGE OF INSURED You may name a new Insured for this policy provided:
PRIVILEGE

     1. You are the original and current owner of this policy;

     2. This policy is in force and is not within the grace period;

     3.  Benefits are not being granted under any rider due to the Insured's
         disability;

     4. You have an insurable interest in the life of the proposed new Insured;

     5. The Age Last Birthday of the proposed new insured is 69 or under on the
        Change of Insured Date;  and

     6. You supply evidence  which  satisfies us of the proposed new  Insured's
        insurability under our underwriting guidelines then in effect.

LIMITATIONS  AND  CONDITIONS  The  change to a new  Insured  is subject to these
limitations and conditions:

     1. The face amount,  surrender value and accumulated  value will remain the
        same.

     2. The minimum monthly premium after the Change of Insured Date will be the
        greater of:

          a. The minimum  monthly  premium before the Change of Insured Date; or

          b. The minimum  monthly premium based on the age and risk class of the
             new Insured.

     3. Any  benefit  riders  which are part of this policy end on the Change of
        Insured Date. Riders may be added for the new Insured only with our
        consent.

     4. Any loans or unpaid  loan  interest  secured by your  policy will remain
        indebtedness  and are subject to the  conditions  of the Policy Loans 
        section of your policy.

     5. Your policy will remain subject to any existing assignments.

     6. The Change of Insured Date will be the Monthly Date next  following  our
        approval of a requested Change of Insured application.  The insurance on
        the new insured will be effective on the Change of Insured Date.

EXAMPLE: If the Policy Date is June 5, 2000 and your requested Change of Insured
is approved on April 20, 2002, the Change of Insured Date will be May 5, 2002.

INCONTESTABILITY  We will not claim your  policy is void or deny  payment of any
proceeds after it has been in force during the Insured's  lifetime for two years
from the Change of Insured  Date for the new  Insured,  except for any claim for
total disability or accidental death benefits your policy may provide.

Any face  amount  increase  made after the  Change of  Insured  Date has its own
incontestability period which begins on the adjustment date.

SUICIDE  The death  proceeds  of the policy  will not be paid if the new Insured
dies by suicide, while sane or insane, within two years of the date of exchange.
Instead, we will pay the net surrender value as of the date of death.

TERMINATION This rider ends on the first of:

     1. The  Policy  Anniversary  following  the  Insured's  70th  birthday;

     2.  Termination  of your  policy;

     3. The death of the Insured  under your policy while it is in force;  or

     4. The  application  of your policy's net surrender  value under a lapse or
        surrender option, or the surrender of this rider.

                      DEATH BENEFIT GUARANTEE RIDER

This rider is part of your policy. The effective date is the Policy Date.

DEATH  BENEFIT If you meet the death benefit guarantee  premium requirement
GUARANTEE      described below, the policy will not enter its grace period even
               if your net surrender value is not sufficient to cover the 
               Monthly Policy Charge on a Monthly Date.

MATURITY        On the policy  Maturity  Date,  we will pay you the maturity
GUARANTEE       proceeds if the following conditions are met:

                      1. This rider is in force;

                      2. The Insured is alive; and

                      3. You have met the death benefit guarantee premium  
                         requirement described below.

DEATH BENEFIT     The death benefit guarantee premium requirement on each 
GUARANTEE PREMIUM Monthly Date is met if (1) is equal to or greater than (2)
REQUIREMENT       where:          
                
                     1. Is the sum of all  premiums  paid less any  partial 
                        surrenders  and any policy loans and unpaid loan 
                        interest; and

                     2. Is the sum of the monthly death benefit guarantee 
                        premiums as shown on the current Data Pages applicable
                        to the number of months your policy has been in force, 
                        less one month.
The death  benefit  guarantee  premium is based on the issue age,  death benefit
option, and risk class of the Insured and is shown on the current Data Pages.

For any month  that your  Monthly  Policy  Charge is being paid by our Waiver of
Monthly  Policy  Charge  Rider,  we will  consider  your monthly  death  benefit
guarantee premium to be zero.


CHANGES THAT            Your death benefit guarantee premium may change if:
AFFECT THE DEATH 
BENEFIT GUARANTEE            1.  Your face amount is increased or decreased;
PREMIUM  REQUIREMENT 
                             2. There is a change in your death benefit option;

                             3. A rider is added or deleted.

If your death benefit  guarantee premium changes we will send you new data pages
which reflect the change.  Also, as a result of a change, an additional  premium
may be  required  on the date of change  in order to meet the new death  benefit
guarantee

NOTICE If, on any Monthly Date, the death benefit guarantee premium  requirement
is not met,  we will send you a notice of the premium  required to maintain  the
guarantee.

If the premium is not received in our home office prior to the  expiration of 61
days after the date we mail our  notice,  the death  benefit  guarantee  will no
longer be in effect and this rider will terminate.

REINSTATEMENT If this rider terminates, it may not be reinstated. This rider 
TERMINATION   ends:

                     1. When your policy terminates;

                     2. On the expiration of 61 days after the date we mail
                        our notice to you that the death benefit guarantee
                        premium has not been met and your failure to remit the 
                        required premium; or

                     3. On the later of your Age 65 Policy Anniversary or five
                        years after the effective date of this rider.


                              SALARY INCREASE RIDER

This rider is part of your policy.  It is issued based on the information  given
in the application and deduction from the accumulated  value of the monthly cost
of the  benefits  provided  by  this  rider.  All  definitions,  provisions  and
exceptions of the policy apply to this rider unless  changed by this rider.  The
effective  date is the same as the Policy Date unless  another  date is shown on
the current Data Pages.

DEFINITIONS     SALARY REVIEW DATE - means the month and day for the annual
increase under this rider as shown on the current Data Pages.

EMPLOYER - means the person or busines for whom the Insured is working, as shown
on the  application  for this  rider.  If that  business is  purchased,  the new
business will be considered the employer.

MULTIPLIER - means the face amount of this policy on the effective  date of this
rider plus the amount of any Other Employer  Purchased  Insurance reported to us
by the Employer as of the effective date of this rider, divided by the Insured's
salary  as shown on the  application  for this  rider.  This  Multiplier  may be
increased  provided  you supply us with  evidence  which  satisfies  us that the
Insured is qualified for the increase under our underwriting  guidelines then in
effect.

OTHER  EMPLOYER  PURCHASED  INSURANCE - means the amount of group and individual
life  insurance  in force on the life of the Insured  (other than the  insurance
provided by the policy to which the rider is  attached)  for which  premiums are
paid in whole or in part by the  Employer.  If this  amount  exceeds  the limits
established  by our  underwriting  guidelines  in effect when the  Multiplier is
being  calculated,  Other Employer  Purchased  Insurance  shall mean the maximum
amount provided in those underwriting guidelines.

If this rider and the policy to which it is  attached  are  integrated  with the
Other Employer Purchased Insurance for the Insured's benefit plan, the amount of
the Other  Employer  Purchased  Insurance as of the effective date of this rider
will be used in calculating the Multiplier and the amount of increase  available
under each increase option.

SALARY - means  the  Insured's  annual  compensation  as  reported  to us by the
Employer and as reportable on the Insured's W-2 Wage and Tax Statement.

THE  INCREASE  You  have the  right  to  purchase  additional  insurance  on the
Insured's  life,  without  OPTION  evidence  of  insurability,  subject  to  the
provisions  of this  rider,  as long as your  policy and this rider are in force
with no Monthly Policy Charge in default.

Each increase  will be made based on the  Insured's  Attained Age on the current
Policy  Anniversary.  The increase will be in a premium class equivalent to that
shown on the current Data Pages.

If the insured's salary has not changed or has decreased as of the Salary Review
Date, additional insurance will not be offered under this rider on that date.

While the Insured is actively  engaged in  employment  at the  Employer's  usual
place or places of business  as noted on the  application  for this  rider,  and
while the Insured is performing normal daily job duties, increases are available
on every  Salary  Review  Date from the first  Salary  Review Date to the Salary
Review  Date  next  following  the  Insured's  65th  birthday,  subject  to  the
provisions of this rider.

AMOUNT OF    Increases are subject to your  acceptance,  to the  provisions of 
INCREASE     this rider and any other applicable  policy  provisions,  including
             any exclusions or limitations.
 
The amount of the increase will be:


             1.  The Insured's Salary as reported for the current Salary Review
                 Date

                                     MULTIPLIED BY

             2.  The Multiplier shown on the current Data Pages

                                     LESS
             3.  Any Other Employer Purchased Insurance which remains in force
                 on the current Salary Review Date

                                     LESS

             4.  The current face amount of your policy on the current Salary
                 Review Date.

EXAMPLE: If the face amount of your policy is $150,000, the Multiplier is 3, the
Insured's  Salary on the  annual  review  date is  $60,000,  and Other  Employer
Purchased Insurance is $15,000, the amount of increase is $15,000.


              $60,000 X 3 = $180,000 - $15,000 - $150,000 =  $15,000

LIMITS ON         Any increase we offer you will not exceed the lesser of 
MAXIMUM INCREASE  1 or 2 below.

                           1.  (10% of A) minus B where:

A equals the face amount as of the Policy  Date or the last Policy  Anniversary,
whichever is later; and

B equals any face  amount  increase(s)  since the last  Policy  Date or the last
Policy Anniversary, whichever is later.

                           2.  The maximum increase amount shown on the current
                               Data Pages minus any face amount increase(s)
                               since the Policy Date or the last Policy 
                               Anniversary, whichever is later.

LIFETIME  MAXIMUM  INCREASE -  Notwithstanding  anything to the contrary in this
rider,  the face  amount may at no time  exceed the  Lifetime  Maximum  Increase
amount shown on the current Data Pages.

EFFECTIVE DATE OF INCREASE Any increase offered under this rider,  unless timely
rejected,  will be effective on the Monthly Date immediately  following the date
of our increase offer.

ACCEPTANCE  AND  REJECTION OF INCREASE  Your  premium will be increased  for any
increase in protection  made under this rider.  We will offer any increase under
this rider Sby notifying you of the increased  premium.  You may accept the face
amount increase by paying the increased premium.  We will then send you new Data
Pages reflecting the changes in your policy due to such increase.

You may reject an increase by  notifying  us in writing  prior to the  effective
date of the increase, or by not paying the increased premium.

MONTHLY  POLICY CHARGES The Monthly Policy Charge will be increased to cover the
costs and charges for any  increase in  protection  made under this rider.  This
increase  will be based on the risk class or classes  shown on the current  data
pages.

WAIVER  BENEFITS If your policy has a rider that  provides  any  benefits due to
disability,  we will increase  such benefits when an increase  occurs under this
rider.  The  premium  for the waiver  rider will be  increased  accordingly.  No
evidence of insurability will be required.

If your policy  includes a Waiver of Specified  Premium rider,  you may increase
the specified  premium  amount under that rider  whenever this rider's  increase
option is exercised. However, any increases of the specified premium amount will
be no greater than:
              
        1.  The amount necessary to keep the same specified premium amount/tota
            annual premium amount ratio that existed before the increase; or

        2.  The amount necessary to make the specified premium amount and the
            total annual premium amount the same.

Any increases of the specified  premium amount will increase the premium for the
Waiver  of  Specified   Premium   Rider.   Increases   require  no  evidence  of
insurability.

MISSTATEMENT OF SALARY  If the Insured's Salary is misstated, we may:

                      1.  Reduce any benefits to reflect the correct Salary; 

                      2.  Exercise any other rights available to us which are 
                          not excluded by the Incontestability provision of the
                          policy.

TERMINATION This rider terminates, with no further increases available, on the
first of:

                      1.  The Policy Anniversary following the Insured's 65th 
                          birthday;

                      2.  Your rejection of an increase;

                      3.  The termination of your policy;

                      4.  Any decrease in insurance which causes the face amount
                          of the policy to be less than:

                          The Insured's Salary

                                     MULTIPLIED BY

                          The Multiplier

                                      LESS

                          Any Other Employer Purchased Insurance

                      5.  The Insured's leaving the employment of the Employer;

                      6.  Any failure to provide updated Salary information as 
                          required by this rider; or

                      7.  Our receipt of your Written Request to cancel the 
                          rider.  We may require you to send your policy to the
                          home office to record the cancellation.

REINSTATEMENT In addition to all other policy conditions for  reinstatement,  if
either of the following  conditions exists, this rider may be reinstated as part
of your policy whenever an  underwritten  increase is made in your policy's face
amount, provided that increase is issued at an available premium class.

This  rider  will be  reinstated  in a  premium  class  we  determine  based  in
information provided in the application for reinstatement.

            EXTRA PROTECTION INCREASE RIDER

This rider is part of your policy.  It is issued based on the information  given
in the application and deduction from the accumulated  value of the monthly cost
of the  benefits  provided  by  this  rider.  All  definitions,  provisions  and
exceptions of the policy apply to this rider unless  changed by this rider.  The
effective  date is the same as the Policy Date unless  another  date is shown on
the current Data Pages.

FACE AMOUNT  INCREASES  On each Policy  Anniversary,  we will  increase the face
amount of your policy,  subject to the provisions of this rider, as long as your
rider is in force with no premium is in default.  These increases are automatic.
No evidence of insurability is required.

The amount of the increase will be:

      1.  The face amount of your policy as of the Policy Date

                              PLUS

      2.  The premiums paid as of the Policy Date, up to the Extra Protection
          Amount elected on your application, as shown on your current data
          pages

                              LESS

      3.  The face amount of your policy on the current increase date, not
          including the current increase from this rider.

The premium for each increase will be based on the Insured's Attained Age on the
Policy Anniversary on which the increase is effective. The increase will be in a
premium increase class equivalent to that shown on the current Data Pages.

Increases are subject to your  acceptance,  to the  provisions of this rider and
any other applicable policy provisions, including any exclusions or limitations.

Increases  are  available  only when the amount of the  increase is at least the
minimum increase shown on the current data pages.

EFFECTIVE DATE Any increase  accepted under this rider,  unless timely rejected,
will be effective on the Policy  Anniversary  immediately  following the date of
our increase offer.

ACCEPTANCE  AND  REJECTION OF INCREASES  Your premium will be increased  for any
increase in protection  made under this rider.  We will offer any increase under
this rider by notifying  you of the increased  premium.  You may accept the face
amount increase by paying the increased premium.  We will then send you new Data
Pages reflecting the changes in your policy due to such increase.

You may reject an increase by  notifying  us in writing  prior to the  effective
date of the increase, or by not paying the increased premium.


LIMITS ON INCREASE  MAXIMUM INCREASE  - Any  increase  we offer you will not
                    exceed the lesser of 1 or 2 below.

         1.  (10% of A) minus B where:

A equals the face amount as of the Policy  Date or the last Policy  Anniversary,
whichever is later; and

B equals any face  amount  increase(s)  since the last  Policy  Date or the last
Policy Anniversary, whichever is later.

         2.  The maximum increase amount shown on the current Data Pages minus
             any face amount increase(s) since the Policy Date or the last 
             Policy Anniversary, whichever is later.

LIFETIME  MAXIMUM  INCREASE -  Notwithstanding  anything to the contrary in this
rider,  the face  amount may at no time  exceed the  Lifetime  Maximum  Increase
amount shown on the current Data Pages.

WAIVER  BENEFITS If your policy has a rider that  provides  any  benefits due to
disability,  we will increase  such benefits when an increase  occurs under this
rider. For more information, see the rider providing those benefits.

If your policy  includes a Waiver of Specified  Premium rider,  you may increase
the speckfied  premium  amount under that rider  whenever this rider's  increase
option is exercised. However, any increases of the specified premium amount will
be no greater than:

           1.  The amount necessary to keep the same specified premium
               amount/total annual premium amount ratio that existed before the
               increase; or

           2.  The amount necessary to make the specified premium amount and the
               total annual premium amount the same.

Any increases of the specified  premium amount will increase the premium for the
Waiver  of  Specified   Premium   Rider.   Increases   require  no  evidence  of
insurability.

TERMINATION This rider terminates,  with no further increases available,  on the
first of:

           1.  The Policy Anniversary following the Insured's 65th birthd

           2.  Your rejection of an increase;

           3.  The termination of your policy;

           4.  The application of your policy's net surrender value under a 
               lapse or surrender option.

           5.  Our receipt of your Written Request to cancel the rider; or

REINSTATEMENT In addition to all other policy conditions for  reinstatement,  if
either of the following  conditions exists, this rider may be reinstated as part
of your policy:

           1.  Whenever an underwritten increase is made in your policy's face 
               amount, provided that increase is issued at an available premium 
               class; or

           2.  Automatically on the Policy Anniversary following the insured's
               21st birthday, if terminated prior to that time.

This rider will be reinstated in a risk class we determine  based in information
provided in the application for reinstatement.

                     ACCOUNTING BENEFIT RIDER

This rider is part of your policy. All definitions,  provisions,  and exceptions
of the policy apply to this rider unless  changed by this rider.  The  effective
date is the Policy Date.


RIDER          The SCHEDULE OF CHAGES and TABLE OF SURRENDER CHARGES provisions 
PROVISIONS     in yourcurrent Data Pages are amended as follows:

               1.  SCHEDULE OF CHARGES

                   The following paragraph is inserted as the last two sentences
                   in the paragraph labeled "Premium Expense Charge:"

                   Should you surrender this policy for its  net surrender  
                   value,  we will refund you a  percentage of the cumulative
                   premium expense charges by applying the following 
                   percentages:  If you surrender your policy in Year One - 
                   100%; Year Two - 67%; Year Three - 33%; Year Four and later -
                   0%.

               2.  TABLE OF SURRENDER CHARGES
                   The following  two  sentences are added to the paragraph  
                   following the TABLE OF SURRENDER CHARGES:

                   Should you surrender this policy for its net surrender value
                   the applicable surrender charges will be reduced by the 
                   application of the following percentages:  If you surrender
                   your policy in Year One - 100%;  Year Two - 80%; Year Three -
                   60%; Year Four - 40%; Year Five - 20%; Year Six and after - 
                   0%.

TERMINATION This rider ends on the first of:

                   1.  Termination of

                   2.  Our receipt of your Written Request to cancel it.  To be
                       effective on a specific Monthly Date your Written Request
                       must be received by us within 31 daysafter that date.  
                       We may  require  you to send your policy to the home 
                       office to record the cancellation; or

                   3.  Your Sixth Policy Anniversary.


                           EXTENDED COVERAGE RIDER

This rider is part of your policy. All definitions,  provisions,  and exceptions
of the policy apply to this rider unless  changed by this rider.  The  effective
date is the Policy Date unless another date is shown on the current Data Pages.

ELIGIBILITY  The  provisions  described  below  will be  applicable  only if the
Insured is living on"the Maturity Date as defined in your policy.

RIDER PROVISIONS This rider provides that:
1. We will continue your policy in force, and the Maturity Date will be the date
of the Insured's death.

2. We will pay the beneficiary death proceeds equal to 105% of the
Accumulated Value, less any loans and loan interest, as of the date of the
Insured's death.

3. The cost of insurance and monthly administrative charge will both be zero.

4. No  additional  payments will be allowed,  and no adjustment  options will be
available.

TERMINATION This rider ends on the first of:

1. Termination of your policy; or

2. Our  receipt  of your  Written  Request to cancel  it. To be  effective  on a
specific Monthly Date your Written Request must be received by us within 31 days
after that date.  We may  require  you to send your policy to the home office to
record the cancellation.

SF 387

                  ACCELERATED BENEFITS RIDER 

This rider is part of your policy. All definitions,  provisions, and  exceptions
of the policy apply to this rider unless  changed by this rider.  The  effective
date is the same as the policy  date  unless  another  date is shown on the data
page. 

DEFINITIONS The eligible face amount means:

Under Option 1. 

The face amount of your policy. 
  
Under Option 2. 

The sum of the face amount of your policy plus its accumulated value. 

BENEFIT We will pay an  accelerated  benefit if the insured is  terminally  ill,
subject to the provisions of this rider. The maximum accelerated benefit you may
receive is the lesser of the amount shown in the data page or: 

1. 75% of the eligible face amount; 

                  MINUS 

2. Any  outstanding  policy  loans,  unpaid loan  interest and  previously  paid
accelerated benefit. 

We will pay the accelerated benefit as a lump sum. Payments other than as a lump
sum may be made at your request,  subject to our approval. The minimum amount if
any payment is $500. We may charge a one time  administrative  expense fee up to
the maximum which is shown on the data page. 

INTEREST We will charge interest on the amount of the accelerated  benefit.  The
interest  accrues  daily at the same interest rate as the policy's loan interest
rate.  On the policy  anniversary,  the  accrued  interest  will be added to the
accelerated  benefit and bear  interest  at the rate then in effect.  Additional
interest will not accrue if the accelerated benefit plus accrued interest equals
the eligible face amount. 

EFFECT ON YOUR POLICY The  accelerated  benefit  will first be used to repay any
outstanding policy loans and unpaid loan interest.  The accelerated benefit plus
accrued  interest  will be treated as a lien  against  the policy  values.  Your
access to the net surrender  value of your policy through policy loans,  partial
surrenders or full surrender is limited to any excess of the net surrender value
over the accelerated  benefit and accrued  interest on the accelerated  benefit.
Death proceeds,  as defined in the policy,  will be reduced by the amount of the
accelerated  benefit plus accrued  interest.  Any benefits  payable  under other
riders  attached to your policy are not  affected by any benefit paid under this
rider. 

PROOF OF TERMINAL  ILLNESS Before payment of any  accelerated  benefit,  we will
require you provide us with proof  satisfactory  to us that the  insured's  life
expectancy is 12 months or less from the date of application for the accelerated
benefit. this proof will include the certification of a licensed physician,  who
is not  yourself  or a member of your  family.  We reserve the right to obtain a
second medical opinion at our expense. 

CLAIMS We must receive your written request for an accelerated benefit in a form
acceptable  to us. Upon  receipt of your  request,  we will provide a claim form
within 10 working days. 

CONDITIONS  The payment of any  accelerated  benefit is subject to the following
conditions: 

1. The policy  must be in force  other  than as  extended  term or paid-up  term
insurance. 

2. The policy must not be assigned except to us as a security for a loan. 
  
3. The payment of an  accelerated  benefit  must be approved by any  irrevocable
beneficiary. 

4. This rider provides for the accelerated  payment of the death benefit of your
life insurance  policy.  This is not meant to cause you to involuntarily  access
proceeds ultimately payable to the beneficiary.  Therefore, you are not eligible
for this benefit: 

a. If you  are  required  by law to use  this  benefit  to meet  the  claims  of
creditors, whether in bankruptcy or otherwise; or 

b. If you are  required by a  government  agency to use this benefit in order to
apply for , obtain, or otherwise keep a government benefit or entitlement. 

TERMINATION This rider ends on the first of: 

1. The termination of the policy to which this rider is attached; or 

2. Our receipt of your written  request to cancel this rider.  We have the right
to require that you send us this policy so we can record the cancellation. 

REINSTATEMENT  This  rider  may be  reinstated  as part of your  policy if it is
terminated under 1 or 2 above. 

SF 209 

FLEXIBLE  PREMIUM  VARIABLE UNIVERSAL  LIFE INSURANCE  POLICY.  Adjustable death
benefit.  Benefits payable at death or earlier Maturity Date.  Flexible premiums
payable until Maturity Date or prior death.

This policy is a legal contract  between you, as owner, and us, Principal Mutual
Life Insurance  Company.  Your policy is issued based on the  information in the
application and payment of premiums as shown on the current Data Pages.

We will pay the benefits of this policy in accordance with its provisions.

Your net premiums are added to your Policy  Value.  You may allocate them to one
or more of the Separate Account Divisions and to the Fixed Account.

The portion of your Policy Value that is in the Separate  Account will vary from
day to day. The amount is not guaranteed.  It may increase or decrease depending
on the investment  experience of the underlying  divisions that you have chosen.
There are no minimum guarantees as to such portion of your Policy Value.

The portion of your Policy Value that is in the Fixed  Account will  accumulate,
after deductions, at rates of interest we determine. Such rates will not be less
than 3% a year.

The  amount  and  duration  of the death  benefit  may be  variable  or fixed as
described in this policy.

10 DAY EXAMINATION OFFER. IT IS IMPORTANT TO US THAT YOU ARE SATISFIED WITH THIS
POLICY.  IF YOU ARE NOT  SATISFIED,  YOU MAY RETURN  YOUR  POLICY TO EITHER YOUR
AGENT OR OUR HOME OFFICE BEFORE THE LATTER OF:

(1) 10 DAYS OF ITS RECEIPT, (2) 45 DAYS AFTER THE APPLICATION WAS SIGNED; OR (3)
10 DAYS FROM THE  DELIVERY OF THE NOTICE OF THE RIGHT TO CANCEL.  WE WILL REFUND
ANY PREMIUM  PAID AND YOUR POLICY WILL BE  CONSIDERED  VOID FROM ITS  INCEPTION.
PLEASE READ YOUR POLICY CAREFULLY SO YOU MAY BETTER USE ITS MANY BENEFITS.
PARTICIPATING.

The terms of this  policy  start on the Policy Date and will stay in force until
the Insured's Age 95 Policy  Anniversary so long as you satisfy the requirements
as outlined in your policy.



- -------------------------------
Vice President,
and Corporate Secretary



- -------------------------------
President

[GRAPHIC OMITTED] Principal Mutual Life
                  Insurance Company

                  711 High Street
                  Des Moines, Iowa 50392-0001
- --------------------------------------------------------------------------------

INSURED  John Doe                           POLICY DATE  November 21, 2001

OWNER  Jane Doe                             POLICY  Flexible Premium Variable
                                                    Universal Life

POLICY NUMBER SAMPLE                        FACE AMOUNT $1,000,000
<PAGE>

                                        INDEX


                                       PAGE                               PAGE
       Adjusting the Face Amount.........18  Loan Interest Charge...........14
       Age and Sex.......................25  Loan Repayment.................14
       Alterations...................... 25  Owner/Beneficiary Changes......25
       Assignment........................25  Planned Periodic Premiums.......6
       Benefit Payment Options...........19  Policy Expenses................15
       Contract..........................25  Policy Value...................10
       Cost of insurance Rates...........16  Premium Payment Limits..........6
       Data Page..........................3  Reinstatement...................8
       Death Benefit Option..............17  Right to Exchange Policy.......24
       Death Benefit Option Changes .....18  Statement of Value.............27
       Death Proceeds....................17  Suicide........................26
       Definitions........................4  Surrender Value................14
       Fixed Account......................9  Termination.....................8
       Grace Period.......................7  Transfers......................11
       Incontestability..................25  Variable Life Separate Account..9
       Investment Accounts................9


                 A copy of the application and any additional  benefits provided
                   by rider follow the last page of this policy.

<PAGE>
                            DATA PAGE                                   PAGE 3


POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001

INSURED   John Doe                       ISSUE AGE-SEX   35-Male


                             SCHEDULE OF PROTECTION

FORM                                             PROTECTION*1
 NO.     POLICY AND RIDERS       FACE AMOUNT        PERIOD         DEATH BENEFIT

SF379      Flexible Premium       $X,XXX,XXX      To Age 95*2        Option X
           Variable Universal
           Life

SF380      Cost of Living                         To Age 55


                              PREMIUM INFORMATION


Your planned periodic premium of $XXX.XX is payable XXXXXXXX.

*1 If  sufficient  premiums  are  paid,  this  policy  provides  life  insurance
   protection  on the  Insured  until the  maturity  date,  which is the  Policy
   Anniversary  following  the birthday on which the Insured  attains age 95, or
   termination of the Extended Maturity Rider,  whichever is later. YOU MAY HAVE
   TO PAY OTHER  THAN THE  PLANNED  PERIODIC  PREMIUM  SHOWN  ABOVE TO KEEP THIS
   POLICY AND COVERAGE IN FORCE TO THAT DATE, and to keep any additional benefit
   riders in force.

*2 Any reference to age means the Policy  Anniversary  following the birthday on
   which the Insured attains the age stated.

The smallest payment we will accept is     $30.00.

Minimum monthly premium:    $XXX.XX

Target Premium:     $X,XXX.XX

This policy is adjustable.  If it is adjusted,  we will send you new Data Pages.
The Data Pages are to be attached to and made a part of this policy. The minimum
face amount is $XX,XXX.  [Should  print  according to type of case:  $50,000 for
individual;  $25,000 for  multi-life  and  guaranteed  issue.] The minimum  face
amount increase is $50,000.

3.0% Fixed Account Guaranteed Interest Crediting Rate

8% Loan Interest Rate

Interest  on borrowed  funds is credited at 6% through  Policy Year ten at which
point it is credited at 7.75%.

SF379                      (Continued on Page 3-1)
<PAGE>
                          DATA PAGE                                   PAGE 3-1

POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001

INSURED   John Doe                       ISSUE AGE-SEX   35-Male

SEPARATE ACCOUNT: PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                   VARIABLE LIFE SEPARATE ACCOUNT

                                                   PREMIUM          DEDUCTION
                                                 ALLOCATIONS       ALLOCATIONS

FIXED ACCOUNT                                        XXX%              XXX%

SEPARATE ACCOUNT DIVISIONS

Aggressive Growth                                    XXX%              XXX%

Asset Allocation                                     XXX%              XXX%

Balanced                                             XXX%              XXX%

Bond                                                 XXX%              XXX%

Capital Accumulation                                 XXX%              XXX%

Emerging Growth                                      XXX%              XXX%

Fidelity Contrafund                                  XXX%              XXX%


SF 379                     (Continued on Page 3-2)

<PAGE>

                     DATA PAGE                                     PAGE 3-2


POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001

INSURED   John Doe                       ISSUE AGE-SEX   35-Male



                                                   PREMIUM        DEDUCTION
                                                 ALLOCATIONS     ALLOCATIONS

SEPARATE ACCOUNT DIVISIONS

Fidelity Equity-Income Fund                         XXX%             XXX%

Fidelity High Income Fund                           XXX%             XXX%

Government Securities                               XXX%             XXX%

Growth                                              XXX%             XXX%

Money Market                                        XXX%             XXX%

World                                               XXX%             XXX%

SF 379                     (Continued on Page 3-3)
<PAGE>

                        DATA PAGE                                     PAGE 3-3

POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001

INSURED   John Doe                       ISSUE AGE-SEX   35-Male


                               SCHEDULE OF CHARGES

Maximum Monthly Administration Charge:  $20.00

Maximum Monthly Mortality and Expense Risks Charge:  .XXXXXXX
(.90% annual) of accumulated value.

Premium Expense Charge: 2.75% of each premium received for premium payments less
than or equal to the Target  Premium made during the first ten Policy Years plus
a  charge  for  state  taxes of 2.2% of each  premium  received  and a  deferred
acquisition cost (DAC) tax of 1.25% of each premium received.

Transaction  Charges:  The  first 12  division  transfers  per  year  are  free.
Thereafter, there is a $25.00 transaction charge for each transfer. Each partial
surrender will also have a transaction  charge.  The  transaction  charge is the
lesser of $25.00 or 2% of the amount surrendered.

Minimum  Transfer  Amount:  $100 or the balance of the investment  account being
transferred from, if less.

Minimum Partial Surrender or Loan Amount:  $500

Minimum Policy Loan Repayment:  $30.00


                           TABLE OF SURRENDER CHARGES

                           (POLICY YEAR OF SURRENDER)

                        POLICY YEAR               AMOUNT

                             1                  $X,XXX.XX
                             2                   X,XXX.XX
                             3                   X,XXX.XX
                             4                   X,XXX.XX
                             5                   X,XXX.XX
                             6                   X,XXX.XX
                             7                   X,XXX.XX
                             8                   X,XXX.XX
                             9                     XXX.XX
                            10                     XXX.XX


In the first year,  surrender charges build up on a monthly basis over the first
twelve policy months.

SF 379              (Continued on Page 3-4)
<PAGE>
                         DATA PAGE                                     PAGE 3-4


POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001

INSURED   John Doe                       ISSUE AGE-SEX   35-Male


                DETAILED SCHEDULE OF PROTECTION AND RISK CLASSES


    POLICY AND             EFFECTIVE
      RIDERS                  DATE            AMOUNT            RISK CLASS

Flexible Premium
Variable Universal     Novemember 21, 2001   $1,000,000     Standard Nonsmoker
Life
                                TOTAL $1,000,000

Cost of Living                    The Effective Date is November 21, 2001.  The
                                  current cost of living base is $1,000,000.
                                  The maximum cost of living increase is the
                                  lesser of $100,000 or 30% of the cost of
                                  living base. The minimum cost of living
                                  increase is $1,000.

Basis of Values:  Guaranteed  maximum cost of insurance  rates are based on 1980
CSO Mortality, age last birthday, with distinction for sex and smoking status.
The rates will reflect the Insured's premium class.

SF 379                     (Continued on Page 3-5)

<PAGE>


                     DATA PAGE                                        PAGE 3-5

INSURED   John Doe                       ISSUE AGE-SEX   35-Male

POLICY NUMBER   Sample                   POLICY DATE   November 21, 2001



              TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES


                                MONTHLY RATES PER $1,000.00


      INSURED'S              MONTHLY              INSURED'S          MONTHLY
    ATTAINED AGE               RATE              ATTAINED AGE          RATE

         35                  X.XXXXX                  67             X.XXXXX
         36                  X.XXXXX                  68             X.XXXXX
         37                  X.XXXXX                  69             X.XXXXX
         38                  X.XXXXX                  70             X.XXXXX
         39                  X.XXXXX                  71             X.XXXXX
         40                  X.XXXXX                  72             X.XXXXX
         41                  X.XXXXX                  73             X.XXXXX
         42                  X.XXXXX                  74             X.XXXXX
         43                  X.XXXXX                  75             X.XXXXX
         44                  X.XXXXX                  76             X.XXXXX
         45                  X.XXXXX                  77             X.XXXXX
         46                  X.XXXXX                  78             X.XXXXX
         47                  X.XXXXX                  79             X.XXXXX
         48                  X.XXXXX                  80             X.XXXXX
         49                  X.XXXXX                  81             X.XXXXX
         50                  X.XXXXX                  82             X.XXXXX
         51                  X.XXXXX                  83             X.XXXXX
         52                  X.XXXXX                  84             X.XXXXX
         53                  X.XXXXX                  85             X.XXXXX
         54                  X.XXXXX                  86             X.XXXXX
         55                  X.XXXXX                  87             X.XXXXX
         56                  X.XXXXX                  88             X.XXXXX
         57                  X.XXXXX                  89             X.XXXXX
         58                  X.XXXXX                  90             X.XXXXX
         59                  X.XXXXX                  91             X.XXXXX
         60                  X.XXXXX                  92             X.XXXXX
         61                  X.XXXXX                  93             X.XXXXX
         62                  X.XXXXX                  94             X.XXXXX
         63                  X.XXXXX                  95             X.XXXXX
         64                  X.XXXXX                  96             X.XXXXX
         65                  X.XXXXX                  97             X.XXXXX
         66                  X.XXXXX                  98             X.XXXXX
                                                      99             X.XXXXX




SF 379
<PAGE>
                           DEFINITIONS IN THIS POLICY

ACCUMULATED VALUE---(Also known as Policy Value) is the sum of the values in the
Loan Account, Fixed Account, and Investment Accounts.

ADJUSTMENT  DATE--means  the Monthly Date on or next following our approval of a
requested adjustment.

     EXAMPLE:  If the  Policy  Date  is  June 5,  1997,  and if  your  requested
     adjustment is approved on April 20, 1998, the  Adjustment  Date will be May
     5, 1998.

ATTAINED  AGE--means  the Insured's age on the birthday on or preceding the last
Policy Anniversary.

BUSINESS  DAY--is any day that the New York Stock  Exchange is open for trading,
and trading is not restricted.

DIVISION--part  of the  Separate  Account to which Net Premiums may be allocated
which  invests  in shares of a Mutual  Fund.  The  value of an  investment  in a
Division is variable and is not guaranteed.

FIXED ACCOUNT--is that part of the Policy Value that reflects the value you have
in our general account.

INSURED--  means the person  named as the Insured on the  current  Data Pages of
this policy. The Insured may or may not be the owner.

INVESTMENT ACCOUNT--is that part of the Policy Value that reflects the value you
have in one of the Divisions of the Separate Account.

LOAN  ACCOUNT--is that part of the Policy Value that reflects the value you have
transferred  from the Fixed Account and/or Separate  Account as collateral for a
policy loan.

MATURITY  DATE--means  the  Policy  Anniversary  following  the  Insured's  95th
birthday.

MONTHLY  DATE--means  the day of the  month  which is the same as the day of the
Policy Date.

     EXAMPLE: If the Policy Date is June 5, 1997, the first Monthly Date is July
     5, 1997.

MONTHLY POLICY  CHARGE--is the amount  subtracted from your Policy Value on each
Monthly Date equal to the sum of the cost of insurance and  additional  benefits
provided by any rider plus the monthly  administration  charge and mortality and
expense risks charge in effect on the Monthly Date.

MUTUAL  FUND--means  a  registered  open-end  investment  company  in which  the
Divisions  of the Separate  Account may invest  under this policy.  Mutual Funds
currently available are shown on the current Data Pages.

NET  PREMIUM--is  the gross premium less the deductions for the Premium  Expense
Charge as shown on the current Data Pages. It is the amount of premium allocated
to the Fixed Account or Investment Accounts.

NOTICE--means  any form of communication we receive in our home office providing
the information we need,  either in writing or another manner that we approve in
advance.

POLICY DATE--the date shown on the current Data Pages.

POLICY  VALUE--(also known as the Accumulated Value) is the sum of the values in
the Loan Account, Fixed Account, and Investment Accounts.

POLICY  YEARS  AND  ANNIVERSARIES--means  the  Policy  Years  and  Anniversaries
computed from the Policy Date.

     EXAMPLE:  If the Policy Date is June 5, 1997, the first Policy Year ends on
     June 4, 1998. The first Policy Anniversary falls on June 5, 1998.

PREMIUM EXPENSE CHARGE---is the charge deducted from premium payments to cover a
sales charge, state premium taxes and the deferred acquisition cost (DAC) tax as
shown on the current Data Pages.

PRORATED  BASIS--means  in  the  proportion  that  the  value  of  a  particular
Investment  Account or Fixed Account bears to the total value of all  Investment
Accounts and Fixed Account.

SEPARATE  ACCOUNT--means  Principal Mutual Life Insurance  Company Variable Life
Separate  Account,  a  registered  Unit  investment  trust  with  Divisions  and
segregated  assets, to which Net Premiums may be allocated under this policy and
others we issue.

TARGET PREMIUM---a  premium amount used to measure the maximum sales charge that
is included as part of the Premium Expense Charge and any applicable  contingent
deferred sales charge under a policy. Your Target Premium is set
forth on your current Data Pages.

UNIT--the accounting measure used to calculate the Separate Account value.

VALUATION  PERIOD--means  the period  between the time as of which the net asset
value of a Mutual  Fund is  determined  on one  Business  Day and the time as of
which such value is determined on the next following Business Day.

WE, OUR, US--means Principal Mutual Life Insurance Company.

WRITTEN  REQUEST--a form  satisfactory to us, signed and dated by you, and filed
at our home office.

YOU, YOUR--means the owner of this policy.
<PAGE>
                  PURCHASING AND KEEPING THE CONTRACT IN FORCE

Premium Payments

Your first premium is due on the Policy Date.  After that,  premiums may be paid
at any time  while  this  policy is in force.  The  amount of your  premiums  is
subject to the Premium Payment Limits  provision.  We will give a receipt to the
premium payor on request.

Your initial Net Premium  will be allocated to the Money Market  Division of the
Separate  Account.  The Net Premium is the premium paid less the Premium Expense
Charge.  The  Premium  Expense  Charge is shown on the current  Data Pages.  Net
Premiums  will  continue to be allocated to the Money Market  Division  until 20
days after the Policy Date.  After the 20-day period has expired,  your policy's
Accumulated Value will be transferred to the Divisions indicated by your initial
premium allocation percentage(s) request.

The premium allocation  percentages are shown on the current Data Pages.  Unless
you change them, these percentages apply to future allocations of premiums.  For
each  Division,  the allocation  percentages  must be zero or a whole number not
less than ten nor greater than 100. The sum of the percentages for all Divisions
must equal 100.

PLANNED PERIODIC PREMIUMS  
                        
You may preauthorize automatic monthly planned periodic premium payments. If you
do not elect to pay  automatically,  we will send you  reminder  notices  of the
amount and  frequency  of your  planned  periodic  premiums  as selected in your
application. These notices serve only as a reminder of your preference. Premiums
are to be sent to the address we provide in the reminder notices. You may change
the amount and frequency of your planned  periodic  premiums by providing Notice
to us.

If you do not make a planned  periodic  premium  payment or  additional  premium
payments, the Grace Period provision may apply.

PREMIUM PAYMENT LIMITS

To keep this policy in force you must satisfy the requirements  described in the
Grace Period provision.

The smallest premium payment we will accept is shown on the current Data Pages.

You may  choose to make  premium  payments  that are  greater  than the  planned
periodic  premium.  However,  we will refund any premiums that would  disqualify
this policy as "life  insurance"  as defined in the Internal  Revenue  Code,  as
amended.

If any payment  increases  the policy's  death benefit by more than it increases
the Policy Value, we reserve the right to refund the premium  payment.  Evidence
of insurability which satisfies us may be required.

<PAGE>
GRACE PERIOD

The grace period begins when we mail a notice of impending policy termination to
you.  This notice will be sent to your last post office  address known to us. It
will show the minimum  payment  required  to keep your policy in force.  It will
also show the 61 day grace period during which we will accept that payment.

A notice of impending policy termination will be sent if:

     1. The net  surrender  value on any  Monthly  Date is less than the Monthly
Policy Charge; or

     2. During the 12 months  following the Policy Date, the sum of the premiums
paid is less than the minimum required premium on a Monthly Date.

The minimum required premium on a Monthly Date is equal to A times B where:

     A Is the minimum monthly premium shown on the current Data Pages; and

     B Is one plus the number of complete  months since the Policy Date.  If the
     grace  period  begins  because  the net  surrender  value is less  than the
     Monthly  Policy  Charge,  the minimum  payment is three times that  Monthly
     Policy Charge.

If the grace period begins because the sum of the premiums paid is less than the
minimum required  premium,  the minimum payment is the past due minimum required
premium. The past due minimum required premium is:

     1. The minimum  required  premium due on the next  following  Monthly Date;
LESS

     2. The sum of the premiums paid since the Policy Date.

If the  grace  period  ends  before we  receive  the past due  minimum  required
premium,  we will pay you any  remaining  value in the policy which would be the
excess of A over B where:
                                                     
     A Is the net surrender  value on the Monthly Date at the start of the grace
     period, and

     B Is the two Monthly Policy Charges  applicable during the grace period. If
     the Insured dies during a grace period,  we will pay the death  proceeds to
     the beneficiary.


<PAGE>
TERMINATION All policy privileges and rights of the owner under this policy end:

     1. When you surrender your policy for cash;

     2. When the death proceeds are paid;

     3. When the policy maturity proceeds are paid; or

     4. When the  grace  period  ends as  described  above.  In this  case,  the
privileges and rights of the owner terminate as of the Monthly Date on which the
grace period begins.

REINSTATEMENT                       

If  this  policy  ends as  described  in the  Grace  Period  provision,  you may
reinstate it provided:

     1. Such reinstatement is prior to the Maturity Date;

     2. The Insured is alive;

     3. Not more than three years have elapsed since the policy terminated;

     4. You supply  evidence  which  satisfies  us that the Insured is insurable
under our underwriting guidelines then in effect;

     5. You either repay or reinstate  any policy loans and unpaid loan interest
on this policy existing at termination; and

     6. You make a payment of at least the  greater of an amount  sufficient  to
allow three Monthly Policy Charges or the past due minimum required premium,  if
any.

The reinstatement will be effective on the Monthly Date on or next following the
date we approve it.  Your  surrender  charges  made upon  reinstatement  will be
calculated  as if the policy had never  ended.  You will  receive new Data Pages
upon reinstatement.

Premium Investment Options

ALLOCATIONS--You  may allocate Net Premiums to the Fixed  Account  and/or any of
the Separate Account Divisions.  Allocation  percentages must be zero or a whole
number  not less  than  ten nor  greater  than  100.  The sum of the  allocation
percentages must equal 100. You may change the allocation percentages by sending
us your Written Request. The change will take effect on the date we receive your
Written  Request at our home  office.  Unless you  change  the  initial  premium
allocation  specified in your  application for this policy,  it will continue to
apply to subsequent premium payments.

<PAGE>
FIXED ACCOUNT 

Net Premiums  allocated to the Fixed  Account will earn  interest at a specified
rate. In no event will the  guaranteed  interest rate be less than 3% compounded
annually.

INVESTMENT ACCOUNTS                 

The Separate  Account is comprised of Divisions shown on the current Data Pages.
Each Division  invests in a Mutual Fund with a different  investment  objective.
You may allocate amounts to one or more of the Divisions.  An Investment Account
will be  established  for you  corresponding  to each  Division of the  Separate
Account to which amounts are allocated or transferred under this policy. We will
maintain each of these Investment  Accounts for you to keep track of your values
in each Division.  Income, gains and losses, whether or not realized,  from each
Division's  assets are  credited to or charged  against  that  Division  without
regard to income,  gains or losses of other Divisions or our other income, gains
or losses.

VARIABLE LIFE SEPARATE ACCOUNT

The Separate  Account is registered with the Securities and Exchange  Commission
as a Unit investment trust under the Investment Company Act of 1940, as amended.
Assets are put into the  Separate  Account to support this policy and to support
other  variable life insurance  policies we may offer.  We own the assets of the
Separate  Account.  These  assets are not part of our general  account.  Income,
gains and losses of the Separate Account,  whether or not realized, are credited
to or charged against the Separate  Account assets,  without regard to our other
income, gains or losses. The assets of the Separate Account will be available to
cover the  liabilities of our general account only to the extent that the assets
of the Separate  Account exceed the liabilities of the Separate  Account arising
under the variable life insurance policies supported by the Separate Account.

We reserve  the right to add other  Divisions,  eliminate  or  combine  existing
Divisions,  or transfer assets in one Division to another. If shares of a Mutual
Fund are no longer available for investment,  or in our judgment investment in a
Mutual  Fund  becomes  inappropriate  considering  the  purpose of the  Separate
Account,  we may eliminate the shares of a Mutual Fund and substitute  shares of
another.  Substitution may be made with respect to both existing investments and
the investment of future Net Premium payments.  However, no such changes will be
made  without   notifying  you  and  getting  any  required  approval  from  the
appropriate state and/or federal regulatory authorities.

We will  notify you of any such  change.  You may then  change  your  allocation
percentages and transfer any value in that Division to another  Division without
charge.  Or, you may exchange the policy for a  fixed-benefit  flexible  premium
policy made  available by us. You may exercise  this right until the later of 60
days after the effective  date of such change or the date you receive  notice of
this right.  The face amount of the new policy will be the death benefit of this
policy on the date of exchange.
<PAGE>
                        BENEFITS WHILE POLICY IS IN FORCE

Your Policy Values

Your Policy  Value at any time is equal to the sum of the values you have in the
Loan Account, the Fixed Account and the Investment Accounts.

LOAN ACCOUNT VALUE

You can get a loan on this policy under certain conditions.  When you take out a
loan,  we transfer the amount of the loan from the Fixed  Account  and/or one or
more of the Investment Accounts,  into the Loan Account. For details of the Loan
Account see the Policy Loan section.

FIXED ACCOUNT VALUE                 

The amount you have in the Fixed Account at any time equals:

          1) Net Premiums  allocated to it, PLUS 

          2) Amounts transferred to it, PLUS 

          3) Interest  credited to it, LESS 

          4) Amounts deducted from it, LESS 

          5) Amounts transferred from it, LESS 

          6) Amounts withdrawn from it.

INVESTMENT ACCOUNT VALUE 

Your Investment  Account value for each Division is equal to the number of Units
in that Investment  Account multiplied by that Division's Unit value. The number
of Units in an Investment Account at any time equals A minus B, where:

     A is the number of Units credited to the Investment  Account  because of 

          1. Net Premiums allocated to it, and

          2. Amounts transferred to it; and

     B is the number of Units canceled from the Investment Account because of

          1. Amounts deducted from it,

          2. Amounts transferred from it, and

          3. Amounts withdrawn from it.

The number of Units credited or canceled for a given transaction is equal to the
dollar amount of the transaction,  divided by the Unit value on the Business Day
of the transaction.

UNIT VALUES 

We will  determine the Unit values for each Division of the Separate  Account at
the end of each  Business Day. We will deem each Business Day to end at the time
we determine  the net asset value of the  underlying  Mutual Fund shares held by
the Division of the Separate  Account.  When we need to determine a Policy Value
or an amount after the end of a Business Day, or on a day that is not a Business
Day, we will do so at the end of the next Business Day.

The Unit value for each Division was  established  at $10 for the first Business
Day that an amount was allocated, or transferred to the particular Division. For
any  subsequent  Business  Day, the Unit value for that  Division is obtained by
multiplying the Unit value for the immediately preceding Business Day by the net
investment factor for the particular Division on that subsequent Business Day.

NET INVESTMENT FACTOR

The net  investment  factor for a  Division  on any  Business  Day is equal to A
divided by B where:

     A Is the net asset value of the underlying  Mutual Fund shares held by that
     Division at the end of such Business Day before any policy transactions are
     made on that day; and

     B Is the net asset value of the underlying  Mutual Fund shares held by that
     Division at the end of the  immediately  preceding  Business  Day after all
     policy transactions were made for that day.

We reserve the right to adjust the above formula for any taxes  determined by us
to be attributable to the operations of the Division.

Transfers

TRANSFERS ALLOWED                           

You may transfer  amounts between the Fixed Account and the Investment  Accounts
as  provided  below.  To request a  transfer,  you must  provide us Notice.  All
transfers  with the same effective  dates count as one transfer.  We reserve the
right to not accept transfer requests from someone  requesting them for multiple
contracts. We also reserve the right to modify or revoke transfer privileges and
charges.

TRANSFERS FROM FIXED ACCOUNT        

You may transfer  amounts  from the Fixed  Account to an  Investment  Account by
making either a scheduled or unscheduled Fixed Account transfer,  subject to the
following conditions:

Either unscheduled  transfers or scheduled transfers (not both) may occur during
the same Policy Year.

UNSCHEDULED FIXED ACCOUNT  TRANSFERS--You may make one unscheduled transfer from
the Fixed Account each Policy Year, as follows:

     1. You must provide us Notice  within 30 days  following  either the Policy
Date or any Policy Anniversary.


     2. The  transfer  will occur within one Business Day of the date we receive
your Notice; and

     3. You must specify the dollar amount or percentage to be transferred,  and
the  resulting  amount must not exceed 25% of your Fixed Account value as of the
later  of the  Policy  Date or the last  Policy  Anniversary.  However,  you may
transfer up to 100% of your Fixed  Account  value within 30 days after the first
and  following  Policy  Anniversaries  if your Fixed  Account value is less than
$1,000.

SCHEDULED FIXED ACCOUNT TRANSFERS-(Dollar Cost Averaging)-You may make scheduled
transfers on a monthly basis from the Fixed Account as follows:

     1.  Transfers  will begin on the Monthly Date following the date we receive
your Notice.

     2. Your Fixed Account value must equal or exceed the minimum transfer value
shown on the current Data Pages.  We reserve the right to change this amount but
it will never exceed $10,000;

     3. The monthly amount transferred must equal 2% of your Fixed Account value
as of the later of the Policy Date or the last Anniversary;

     4. The transfers  will continue until your Fixed Account value is exhausted
or we receive Notice to stop them; and

     5. If you stop the scheduled transfers,  you may not start them again until
six months after the date of the last scheduled transfer.

     6. You must have a minimum of $2500 in your  Fixed  Account at the time the
transfer begins in order to initiate the transfers.

TRANSFERS FROM INVESTMENT ACCOUNTS

You may transfer amounts from an Investment  Account to either the Fixed Account
or  another  Investment  Account by making  either a  scheduled  or  unscheduled
Investment Account transfer, subject to the following conditions.

Transfers to the Fixed Account are allowed only if:

     1. You have not  transferred any amount from the Fixed Account for at least
six months; and

     2. Your Fixed Account value  immediately after the transfer does not exceed
$1,000,000, except with our prior approval.

UNSCHEDULED  INVESTMENT ACCOUNT  TRANSFERS--You  may make unscheduled  transfers
from an Investment Account, as follows:

     1. The  transfer  will  occur  within  one  Business  Day after the date we
receive your Notice;

     2. You must specify the dollar  amount or  percentage to transfer from each
Investment Account,  and the resulting amount must equal or exceed the lesser of
the value of your Investment Account or the minimum  transaction amount shown on
the current Data Pages; and

     3. We  reserve  the  right to charge a  transaction  charge as shown on the
current Data Pages for each unscheduled transfer after the twelfth transfer in a
Policy Year.

SCHEDULED  INVESTMENT  ACCOUNT  TRANSFERS-(Dollar  Cost  Averaging)-You may make
scheduled transfers from an Investment Account, as follows:

     1. Scheduled transfers will begin on the Monthly Date following the date we
receive your Notice;

     2.  You  must  specify  how  often  the  transfers  will  occur  (annually,
semi-annually, quarterly or monthly);

     3. You must  specify  the dollar  amount to transfer  from each  Investment
Account,  and that  amount  must equal or exceed the lesser of the value of your
Investment  Account or the minimum  transaction amount shown on the current Data
Pages;

     4. The value of each Investment  Account from which transfers are made must
equal or exceed the minimum transfer amount shown on the current Data Pages;

     5. The  transfers  will  continue  until your  interest  in the  Investment
Account is exhausted or we receive Notice to stop them; and

     6. We reserve  the right to limit the number of  Investment  Accounts  from
which  transfers  will be made at the same time. In no event will the limit ever
be less than two.

     7. You must have a minimum of $2500 in your  Fixed  Account at the time the
transfer begins in order to initiate the transfers.

Policy Loans

You may obtain a policy loan from us with this policy as sole security.  You may
borrow up to (A) minus (B) where:

          A. Is 90% of the net surrender value; and 

          B. Is any outstanding policy loan and unpaid loan interest at the time
the loan request is processed at the home office.

The minimum loan amount is shown on the current Data Pages.

YOUR LOAN ACCOUNT 

If you take a policy loan, a portion of your Policy Value equal to the loan will
be transferred  from the Fixed Account  and/or the  Investment  Accounts to your
Loan Account until the loan is repaid. The effective date of the transfer is the
date of the loan.

<PAGE>
The loan will  result in a  reduction  in the value of the Fixed  Account to the
extent amounts are transferred from the Fixed Account to the Loan Account, or in
the  cancellation of Units in the Investment  Account or Accounts from which the
loan was withdrawn.  For each Investment  Account,  the number of Units canceled
will be equal to the portion of the loan withdrawn divided by the Unit value for
the Valuation Period in which the loan is taken.

You may tell us the amount of the  policy  loan to be  withdrawn  from the Fixed
Account and/or each Investment  Account.  If you do not tell us, the loan amount
will be withdrawn in the same proportion as the allocation used for your Monthly
Policy  Charge.  Amounts held in your Loan Account will be part of the Company's
general  account and will be credited  with  interest from the date of transfer.
The  difference  between the policy loan rate and the rate  credited on the Loan
Account will not exceed 2%.

On each Policy  Anniversary,  if there has been"a loan repayment,  this credited
interest  is  transferred  from the Loan  Account to the Fixed  Account  and the
Investment Accounts.  It is allocated among the Fixed Account and the Investment
Accounts in the same manner used to allocate premium payments.

All interest  rates stated are effective  annual rates.  We apply these rates to
properly  reflect the actual date we receive any  repayments and any changes you
make in loan amounts during a policy month.

LOAN INTEREST CHARGE                

Interest  charges  accrue  daily at the annual loan  interest  rate shown on the
current Data Pages.  Interest is due and payable at the end of each Policy Year.
Any interest not paid when due is added to the loan principal and bears interest
at the same rate.  The adding of unpaid  interest  charges to the loan principal
will cause  additional  amounts to be withdrawn  from the  Divisions in the same
manner as described above for loans.

REPAYMENT                           

You may repay all or part of a policy loan as long as the policy is in force and
the  minimum  payment  amount (as shown on the current  Data Pages) is met.  Any
policy loans and unpaid loan interest  charges not repaid at the Insured's death
or at maturity are deducted from the death or maturity proceeds.

YOU SHOULD  IDENTIFY  THE PURPOSE OF EACH  PAYMENT.  IF WE CANNOT  IDENTIFY  ITS
PURPOSE, WE WILL CONSIDER IT TO BE A LOAN REPAYMENT IF A LOAN IS OUTSTANDING.

As the loan is repaid,  the amount repaid is transferred  from your Loan Account
to the Fixed Account and/or the  Investment  Accounts in the same manner used to
allocate  premium  payments.  If you do not  repay a  policy  loan  or pay  loan
interest and the net surrender  value is less than the Monthly Policy Charge due
on a Monthly Date, the Grace Period provision will apply.

Surrender of the Policy

SURRENDER VALUE AND
NET SURRENDER VALUE                 

The  surrender  value of your policy  equals the Policy Value less the surrender
charges (described below).

<PAGE>

The net surrender  value of your policy is the  surrender  value less any policy
loans and unpaid  loan  interest.  As long as your  policy is in force,  you may
surrender it for its net surrender value by sending us a Written Request.

SURRENDER CHARGES                  

The table of  surrender  charges is shown on the current  Data Pages.  Surrender
charges  vary based on the face amount of the policy and the  premiums  paid and
will apply only during the first 10 Policy  Years  unless  changed due to a face
amount  increase.  A face amount  increase has its own  surrender  charge period
which begins on the  Adjustment  Date.  If a face amount  increase is made,  the
surrender charges will be a composite of all charges which apply for each year.

PARTIAL SURRENDERS

Each Policy  Year after the first  Policy  Year,  you may make up to two partial
surrenders of the net surrender value, subject to the following:

     1. Each  partial  surrender  must be in an amount not less than the minimum
amount shown on the current Data Pages; and

     2. In the aggregate the total amount  surrendered in a Policy Year will not
exceed an amount equal to 75% of the net  surrender  value as of the date of the
first surrender.

You may  tell us in what  proportion  to  allocate  the  amount  of the  partial
surrender and  transaction  charge to be withdrawn from the Fixed Account and/or
each Separate Account Division.  The transaction  charge is shown on the current
Data Pages.  If you do not tell us, the partial  surrender  and the  transaction
charge  will be  withdrawn  from the  Fixed  Account  and the  Separate  Account
Divisions  in the same  proportion  as the  allocations  used  for your  current
Monthly Policy Charge.  Partial  surrenders from the Fixed Account will be taken
from the most recent premium payments first (LIFO).

The amount of the partial  surrender plus the transaction  charge will result in
the  cancellation  of Units in the  Separate  Account  Divisions  from which the
partial  surrender  occurs.  The number of Units  canceled  will be equal to the
amount of the partial surrender plus the transaction  charge divided by the Unit
value of the Division or Divisions for the Valuation Period in which the partial
surrender is effective.

Your  Policy  Value is reduced by the amount of the partial  surrender  plus the
amount of the transaction charge.

If the Option 1 death  benefit is in effect,  the face  amount is reduced by the
amount of the partial surrender and the transaction charge.

POLICY EXPENSES

MONTHLY POLICY CHARGES

On the Policy Date, and each Monthly Date  thereafter,  we will deduct a Monthly
Policy Charge.

The deduction for the Monthly Policy Charge is the sum of the following amounts:

     1. The  cost of  insurance  (described  below)  and the cost of  additional
benefits provided by any rider in force for the policy month;
<PAGE>


     2. The  current  monthly  administration  charge but not  greater  than the
maximum shown on the current Data Pages; and

     3. The mortality and expense risks charge imposed on the Investment Account
value as shown on the current Data Pages.

The Monthly Policy Charge will be withdrawn from the Investment  Accounts and/or
Fixed Account  according to the allocation  percentages  you have chosen.  These
percentages are shown on the current Data Pages.

Your choice for the Monthly Policy Charge allocation may be:

     1.  The  same as the  allocation  percentages  you  have  chosen  for  your
premiums; or

     2. Determined on a Prorated Basis; or

     3. Any other allocation which we mutually agree upon.

If the amount in an Investment  Account and/or Fixed Account is  insufficient to
allow the  allocation  you have  chosen,  your  Monthly  Policy  Charge  will be
allocated on a Prorated Basis.

For each  Investment  Account and/or Fixed Account,  the allocation  percentages
must be zero or a whole  number not less than ten nor greater  than 100. The sum
of the  percentages  for all the Investment  Accounts and the Fixed Account must
equal 100. Changes in allocation  percentages may be made by providing Notice to
us. Once approved by us, they are effective as of the next Monthly Date.

COST OF INSURANCE                  

The cost of insurance  on each  Monthly Date is A multiplied  by the result of B
minus C, where:

     A Is the cost of insurance rate as described in the Cost of Insurance Rates
     section divided by 1,000;

     B Is the death benefit as described in the Your Death  Proceeds  section of
     this policy at the beginning of the Policy  Month,  divided by the sum of 1
     plus the monthly guaranteed fixed account interest rate (1.0024663); and

     C Is the Policy Value at the beginning of the policy month calculated as if
     the Monthly Policy Charge was zero.

COST OF INSURANCE RATES

The monthly cost of insurance  rates are based on the issue age and Attained Age
(at the time an adjustment is made), and risk  classification of the Insured. We
determine  these  rates  based on our  expectations  as to our future  mortality
experience.  Any change in these rates  applies to all  individuals  of the same
class as the  Insured.  The cost of  insurance  rates will never be greater than
shown in the Table of Guaranteed  Maximum Cost of Insurance Rates on the current
Data Pages.  However,  different  cost of insurance  rates may apply to any face
amount increase.
<PAGE>

PREMIUM EXPENSE CHARGE

We will deduct a Premium  Expense Charge as shown on the current Data Pages from
each premium payment. The result will be the Net Premium payment.

OTHER CHARGES

We will charge a surrender  charge as described  in the  Surrender Of The Policy
section if any of the following occurs during the surrender charge period:

     1. You request the net surrender value of your policy;

     2. You take a partial surrender of the net surrender value of your policy;

     3.  You do not pay an  amount  due at the end of a  grace  period,  and the
policy terminates.

                                    YOUR DEATH PROCEEDS

We will pay the death proceeds to the  beneficiary  subject to the provisions of
the  policy,  when we receive  proof that the Insured  died before the  Maturity
Date.  These death proceeds,  determined as of the date of the Insured's  death,
are A minus B where:

     A Is the death benefit  described  below plus any proceeds from any benefit
     rider on the Insured's life; and

     B Is any policy  loans and unpaid loan  interest  and, if the Insured  died
     during a grace period, any overdue Monthly Policy Charges.

We will pay  interest  on death  proceeds  from the date of death  until date of
payment  or  until  applied  under  a  benefit  option.  It will be at a rate we
determine, but not less than required by state law.

DEATH BENEFIT                       

This policy provides two death benefit options. The option in effect is shown on
the current Data Pages.

     Option 1.

     Under Option 1, the death benefit equals the greater of:

          1. The policy's face amount; or

          2. The amount found by multiplying  the Policy Value by the applicable
          percentage shown below.

          Option 2.

     Under Option 2, the death benefit equals the greater of:

          1. The policy's face amount plus its Policy Value; or

          2. The amount found by multiplying  the Policy Value by the applicable
          percentage shown below.

                        TABLE OF APPLICABLE PERCENTAGES*

(For ages not shown,  the  applicable  percentages  shall decrease by a pro rata
portion for each full year.)


                            INSURED'S ATTAINED AGE %

                              40 and under       250
                              45                 215
                              50                 185
                              55                 150
                              60                 130
                              65                 120
                              70                 115
                              75 through 90      105
                              95                 100

*These  percentages  will be updated as required by  revisions  to the  Internal
Revenue Code.

CHANGES IN DEATH BENEFIT OPTION

You  may  change  the  death  benefit  option  on  or  after  the  first  Policy
Anniversary. To request a change in the death benefit option, you must send us a
Written  Request.  A change approved on a Monthly Date will be effective on that
Monthly  Date. A change  approved on other than a Monthly Date will be effective
on the next  following  Monthly Date.  Changes in options are limited to two per
Policy Year and are subject to the following conditions:

     1. If the  change is from  Option 1 to Option  2, we will  reduce  the face
amount.  The reduction will be equal to the  Accumulated  Value on the effective
date of the change.  The face amount  after any  reduction  must be at least the
minimum face amount required by our then current underwriting guidelines. We may
require proof of insurability which satisfies us.

     2. If the change is from  Option 2 to Option 1, we will  increase  the face
amount.  The increase  will be equal to the  Accumulated  Value on the effective
date of change. No proof of insurability is required.

YOUR MATURITY PROCEEDS

If the  Insured is living on the  policy's  Maturity  Date,  we will pay you the
policy's Accumulated Value less any policy loans and unpaid loan interest.

ADJUSTING THE FACE AMOUNT

While your  policy is in force (but not in a grace  period)  you may  request an
increase or decrease in the face  amount.  Decreases  may not be made during the
first Policy Year. Any adjustment is subject to our approval.

<PAGE>
APPROVAL OF AN ADJUSTMENT

Any increase in face amount will be in a risk  classification we determine,  and
will be approved if:

     1. The  Attained  Age of the  Insured  is 85 or less and the  amount of the
increase is at least the minimum increase shown on the current Data Pages; and

     2. You supply  evidence  which  satisfies  us that the Insured is insurable
under our underwriting guidelines then in effect.


No adjustment will be approved if:

     1. The face amount after  adjustment  would be less than the minimum amount
shown on the current Data Pages; or

     2. Your Monthly Policy Charges are being waived under any rider.

REQUESTING AN ADJUSTMENT

You must send us a  Written  Request  for an  adjustment.  A request  for a face
amount  increase must be signed by the Insured and owner.  It must show the face
amount  desired after  adjustment.  An adjustment is effective on the Adjustment
Date.

A face amount  increase that is not a result of an increase  rider is subject to
the Right to Examine and Right to Exchange provisions.

BENEFIT PAYMENT
OPTIONS                            

You may elect to use one of these benefit options in your benefit  instructions.
If no benefit instructions are in effect at the Insured's death, the beneficiary
may apply unpaid death proceeds under a benefit  option.  You may also apply the
net surrender  value of your policy at surrender or at maturity  under a benefit
option.

If  a  benefit  option  is  elected,   this  policy  must  be  exchanged  for  a
supplementary  contract effective when the policy proceeds first become payable.
Payments  under  the  following  options  are  not  affected  by the  investment
experience of any Division of our Separate Account after the policy proceeds are
applied under an option.

     Option A. SPECIAL BENEFIT ARRANGEMENT--A  specially designed benefit option
     may be arranged with our approval.

     Option B. PROCEEDS  LEFT AT  INTEREST--We  will hold the amount  applied on
     deposit. Interest payments will be made annually, semi-annually,  quarterly
     or monthly, as elected.

<PAGE>

     Option C.  FIXED  INCOME--We  will pay an  income  of a fixed  amount or an
     income for a fixed period not exceeding 30 years.  Refer to Option C Tables
     to  determine  the number of fixed  amount  payments  or the amount of each
     fixed period payment.  On request,  we will furnish benefit information not
     shown in the Tables.

     Option D. LIFE INCOME--We will pay an income during a person's lifetime.  A
     minimum  guaranteed  period  may be used,  as shown in the  Option D Table.
     Payments will be in an amount we determine,  but not less than shown in the
     Table.

     Option E. JOINT AND SURVIVOR LIFE  INCOME--We will pay an income during the
     lifetime of two persons,  and  continuing  until the death of the survivor.
     This option includes a minimum guaranteed period of 10 years. Payments will
     be in an  amount we  determine,  but not less  than  shown in the  Option E
     Table.  On request,  we will furnish  minimum  income  information  for age
     combinations not shown in the Table.

     Option F. JOINT AND TWO-THIRDS  SURVIVOR LIFE INCOME--We will pay an income
     during the lifetime of two persons,  and two-thirds of the original  amount
     continuing  until the death of the survivor.  Payments during the time both
     people are alive will be in an amount we determine (the "original amount"),
     but not less than shown in the Option F Table. On request,  we will furnish
     minimum income information for age combinations not shown in the Table.
<TABLE>
<CAPTION>

                                 OPTION C TABLES

     Minimum  Number of Months  for Which  Monthly  Income  will be Paid.  First
     Payment on effective date of Supplementary Policy.


     ---------------    ------------    -----------    ------------   ---------- ------------ -----------
          Amount                           No. of                        No. of                  No. of
         Applied           Income          Pymts*         Income         Pymts*      Income       Pymts*
     ---------------    ------------    -----------    ------------   ---------- ------------ -----------
<S>     <C>                <C>               <C>          <C>              <C>       <C>            <C>
        $ 10,000           $ 50              274          $  100           114       $  175         61
     ---------------    ------------    -----------    ------------   ---------- ------------ -----------
          25,000            150              214             250           114          400         67
     ---------------    ------------    -----------    ------------   ---------- ------------ -----------
          50,000            250              274             500           114          750         72
     ---------------    ------------    -----------    ------------   ---------- ------------ -----------
         100,000            450              321           1,000           114        1,500         72
     ---------------    ------------    -----------    ------------   ---------- ------------ -----------
</TABLE>

     Minimum  Monthly  Income To Be Paid for Number Of Years.  First  Payment on
     effective date of Supplementary Policy.
<TABLE>
<CAPTION>

     --------------- -------------------------------------------------------------------------
         Amount                                      Number of Years
                     ----------- ------------ ----------- ----------- ----------- ------------
        Applied           5           10          15           20          25          30
     --------------- ----------- ------------ ----------- ----------- ----------- ------------
<S>    <C>             <C>           <C>         <C>          <C>        <C>          <C>  
       $ 10,000        179.10        96.10       68.70        55.10      47.10        41.80
     --------------- ----------- ------------ ----------- ----------- ----------- ------------
         25,000        447.75       240.25      171.75       137.75     117.75       104.50
     --------------- ----------- ------------ ----------- ----------- ----------- ------------
         50,000        895.50       480.50      343.50       275.50     235.50       209.00
     --------------- ----------- ------------ ----------- ----------- ----------- ------------
        100,000      1,791.00       961.00      687.00       551.00     471.00       418.00
     --------------- ----------- ------------ ----------- ----------- ----------- ------------
</TABLE>

<PAGE>
                                 OPTION D TABLE


     Minimum  Monthly  Life Income for Each  $1,000  Applied.  First  Payment on
     effective date of Supplementary Policy.


       ----------------- ------------------------------------
             Age              Minimum Guaranteed Period
                         ------------------------------------
                         --------- -------- ------- -------- -------- ------
       Last Birthday                  5        10      15      20     Inst*
         Male Payee        None      Yrs.     Yrs.     Yrs.    Yrs.    Rfd.
       ----------------- --------- -------- ------- -------- -------- -------
             55            4.45     4.44      4.40    4.33     4.23     4.24
             56            4.54     4.53      4.48    4.41     4.29     4.31
             57            4.64     4.62      4.57    4.48     4.35     4.38
             58            4.74     4.72      4.66    4.56     4.42     4.46
             59            4.84     4.82      4.76    4.65     4.48     4.54

             60            4.96     4.94      4.87    4.74     4.55     4.63
             61            5.08     5.06      4.97    4.83     4.61     4.72
             62            5.21     5.18      5.09    4.92     4.68     4.82
             63            5.35     5.32      5.21    5.01     4.75     4.92
             64            5.50     5.46      5.33    5.11     4.81     5.02

             65            5.66     5.62      5.47    5.21     4.87     5.13
             66            5.83     5.78      5.60    5.31     4.94     5.25
             67            6.01     5.95      5.75    5.41     4.99     5.37
             68            6.21     6.13      5.89    5.52     5.05     5.50
             69            6.42     6.33      6.05    5.62     5.11     5.64

             70            6.64     6.53      6.21    5.72     5.16     5.78
             71            6.87     6.74      6.37    5.82     5.20     5.93
             72            7.12     6.97      6.54    5.91     5.25     6.09
             73            7.39     7.21      6.71    6.01     5.29     6.25
             74            7.67     7.46      6.88    6.10     5.32     6.42

             75            7.98     7.73      7.05    6.18     5.35     6.60
       ----------------- --------- -------- ------- -------- -------- -------

     *Income  payments  continue  until the total  received  equals  the  amount
     applied under the option.

<PAGE>
                            OPTION D TABLE, CONTINUED

     Minimum  Monthly  Life Income for Each  $1,000  Applied.  First  Payment on
     effective date of Supplementary Policy.

      ------------------- --------------------------------------------------
             Age                      Minimum Guaranteed Period
                          --------------------------------------------------
                          -------- -------- -------- ------- -------- --------
         Last Birthday      None       5       10       15      20      Inst*
          Female Payee                Yrs.     Yrs.     Yrs.    Yrs.     Rfd.
      ------------------- -------- -------- -------- ------- -------- --------
              55            4.05     4.05     4.03     4.00    3.95     3.94
              56            4.12     4.12     4.10     4.06    4.01     4.00
              57            4.20     4.19     4.17     4.13    4.07     4.06
              58            4.28     4.27     4.25     4.20    4.13     4.13
              59            4.36     4.35     4.33     4.28    4.20     4.20

              60            4.45     4.44     4.41     4.35    4.26     4.27
              61            4.55     4.54     4.50     4.43    4.33     4.35
              62            4.65     4.64     4.60     4.52    4.40     4.43
              63            4.76     4.74     4.70     4.61    4.47     4.52
              64            4.87     4.86     4.80     4.70    4.54     4.61

              65            5.00     4.98     4.91     4.80    4.61     4.70
              66            5.13     5.11     5.03     4.89    4.69     4.81
              67            5.27     5.24     5.16     5.00    4.76     4.91
              68            5.42     5.39     5.29     5.10    4.83     5.02
              69            5.58     5.55     5.43     5.21    4.90     5.14

              70            5.76     5.71     5.57     5.32    4.97     5.27
              71            5.94     5.89     5.73     5.43    5.03     5.40
              72            6.15     6.09     5.89     5.55    5.09     5.54
              73            6.37     6.30     6.06     5.66    5.15     5.69
              74            6.60     6.52     6.24     5.77    5.20     5.85

              75            6.86     6.75     6.42     5.88    5.25     6.02
      ------------------- -------- -------- -------- ------- -------- --------

     *Income  payments  continue  until the total  received  equals  the  amount
     applied under the option.

<PAGE>



                                 OPTION E TABLE

     Minimum  Monthly  Joint and Survivor  Life Income For Each $1,000  Applied.
     First Payment on effective date of Supplementary Policy.

     ------------------------- ------------------------------------------
         Age Last Birthday          Age Last Birthday of Female Payee
                               ------- -------- -------- ------- --------
           of Male Payee          55      60       62       65      70
     -------------------------
                               ------- -------- -------- ------- --------
                 60              3.82    4.04     4.12     4.25    4.45
                 62              3.85    4.09     4.19     4.33    4.57
                 65              3.90    4.16     4.28     4.45    4.74
                 70              3.95    4.26     4.40     4.62    5.01
                 75              3.99    4.33     4.48     4.75    5.24
     ------------------------- ------- -------- -------- ------- --------

                                 OPTION F TABLE



     Minimum  Monthly Joint and Two-Thirds  Survivor Life Income for Each $1,000
     Applied. First Payment on effective date of Supplementary Policy.

     ---------------------- ----------------------------------------------------
        Age Last Birthday             Age Last Birthday of Female Payee
                            ----------------------------------------------------
                            ---------- --------- ---------- ---------- ---------
          of Male Payee         55         60        62         65         70
     ----------------------
                            ---------- --------- ---------- ---------- ---------
               60              4.22       4.45      4.55       4.71       5.00
               62              4.30       4.54      4.65       4.82       5.14
               65              4.41       4.68      4.80       4.99       5.35
               70              4.61       4.92      5.06       5.29       5.74
               75              4.82       5.17      5.33       5.60       6.14
     ---------------------- ---------- --------- ---------- ---------- ---------


BENEFIT OPTION INTEREST            

     Interest at a rate we set,  but never less than 3% a year,  will be applied
     to determine the payments under Option B. Any such interest in excess of 3%
     will be added to payments under Option C.

CONDITIONS                            

     When a benefit option is elected:

     1. Any amount payable to an assignee will be paid in one lump sum.

     2. The  amount  applied  must be at least  $3,500  and  result in  periodic
payments of at least $20.

     3. Benefit  options are  restricted  if the  recipient of benefits is not a
natural person.

<PAGE>

     4. Under  Options D, E and F, one of the persons on whose life payments are
based must be the owner, Insured or beneficiary. The size of payments depends on
the age of the person or persons on whose life payments are based.  This will be
determined as of the effective date of the  supplementary  contract.  We reserve
the right to require evidence of age and continuing survival.

RIGHT TO EXCHANGE POLICY

You may exchange  this policy for a new life policy we make  available  for this
purpose on the life of the Insured based on our current underwriting guidelines.
The new policy may not be a term insurance policy or a variable policy. Evidence
of insurability will not be required.

The exchange  must be made during the first 24 months from the Policy Date while
your policy is in force,  but not while it is in a grace  period.  The  exchange
will be  effective  on receipt of a Written  Request on a form we specify.  This
policy  will then  terminate.  The new policy  will have the same Policy Date as
this policy.

You may choose whether the new policy will have either the same death benefit or
the same  amount at risk as this  policy.  The amount at risk is the  difference
between the Accumulated Value and the death benefit of the policy.  Premiums for
the new policy  will be based on the same issue age and risk  classification  as
this policy.

An equitable  adjustment in the new policy's premiums and values will be made to
reflect any variations between the premiums and values under this policy and the
new policy. No additional charge will be made for this exchange  privilege.  Any
policy loans and unpaid loan interest must be repaid or  transferred  to the new
policy.

Any benefit riders included on this policy may be exchanged, without evidence of
insurability, for similar benefit riders on the new policy if:

     1. You request the similar  benefit rider to be included on the new policy;
and

     2. The  similar  benefit  rider  was  available  for the new  policy on the
effective  date of the benefit rider for vhis policy based on the same issue age
and risk classification as the Insured.

OWNER, BENEFICIARY, ASSIGNMENT

OWNERSHIP    
                       
The owner is as named in the application unless you change ownership as provided
below. As owner, you may exercise every right and enjoy every privilege provided
by your  policy,  subject to the rights of any  irrevocable  beneficiary.  These
rights and  privileges  continue  while your policy is in force,  and end at the
Insured's death. If you are not the Insured and you die before the Insured,  the
Insured becomes the owner unless you have provided for a successor owner.
<PAGE>

BENEFICIARY                         

The  beneficiary(ies)  named in the application  will receive the death proceeds
unless you change the  beneficiary  designation  as  provided  below.  Any death
proceeds  payable to a  beneficiary  who dies  before the  Insured  will be paid
equally to  surviving  beneficiaries  named in the  application,  unless we have
approved another Written Request.  If no beneficiary  survives the Insured,  the
death proceeds will be paid to the owner or to the owner' s estate.

CHANGE OF OWNER OR BENEFICIARY

You may change the owner or beneficiary of this policy by Written  Request.  Our
approval  is  needed  and no change  is  effective  until we  approve  it.  Once
approved, the change is effective as of the date you signed the request. We have
the right to require that you send us this policy so we can record the change.

BENEFIT INSTRUCTIONS

While the  Insured is alive,  you may file  instructions  for the payment of the
death  proceeds  under one of the benefit  options  previously  described.  Such
instructions, or change of instructions,  must be by Written Request approved by
us.  If  you  change  the   beneficiary,   it  will  revoke  any  prior  benefit
instructions.

ASSIGNMENT                          

You may assign your policy as collateral for a loan.  The assignment  must be in
writing  and  filed in our home  office.  We assume  no  responsibility  for any
assignment's  validity.  An assignment as collateral  does not change the owner.
The rights of beneficiaries,  whenever named, except irrevocable  beneficiaries,
become subordinate to those of the assignee.

GENERAL INFORMATION

THE CONTRACT  

This policy, the attached  application,  any amendments to the application,  and
the current Data Pages make up the entire  contract.  Any statements made in the
application or an adjustment application will be considered  representations and
not warranties.  No statement,  unless made in an  application,  will be used to
void your policy (or void an adjustment in case of an adjustment application) or
to defend  against a claim.  Unless a  separate  effective  date is shown on the
current Data Pages, the Policy Date is also the effective date.

ALTERATIONS                        

This policy may be altered by mutual  agreement,  but any alterations must be in
writing and signed by one of our corporate officers.  No one else, including the
agent, may change the contract or waive any provisions.

INCONTESTABILITY                   

With respect to statements made in the initial  application for this policy,  we
will not  contest  this  policy  after the  Insured has been alive for two years
after  the  Issue  Date.  With  respect  to  statements  made in any  subsequent
application for additional coverage, we will not contest the additional coverage
resulting from such  application  after the Insured has been alive for two years
after the application date. The time limits in this  Incontestability  provision
do not apply to fraudulent misrepresentations.

AGE                                 

If the age of the Insured has been  misstated,  the death  benefit  will be that
which would be purchased by the most recent mortality charge at the correct age.

<PAGE>

DEFERMENT                          

We will usually pay  surrenders,  partial  surrenders,  or policy loans within 3
Business Days after we receive a Written Request.  We will usually pay any death
benefit  within 3 Business Days after we receive proof at our home office of the
Insured ' s death.

However, we may not be able to determine the value of the assets of our Separate
Account if:

     1. The New York Stock  Exchange is closed on other than  customary  weekend
and holiday closings, or trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission;

     2. The Securities and Exchange Commission by order permits postponement for
the protection of policyowners; or

     3.  The  Securities  and  Exchange  Commission  requires  that  trading  be
restricted or declares an emergency, as a result of which disposal of securities
is not reasonably  practicable or it is not reasonably  practicable to determine
the net asset value of the Mutual Funds.

If any of the above events occur, we reserve the right to defer:

     1. Determination and payment of any surrender, partial surrenders, or death
proceeds;

     2. Payment of any policy loans;

     3. Determination of the Unit values of the Divisions;

     4. Any requested transfer between the Divisions; and

     5.  Application  of your death  proceeds or surrender  proceeds  under Your
Benefit Options.

PARTICIPATING                       

Your policy is eligible to share in our divisible surplus. We will determine its
share and  credit it as a dividend  at the end of each  Policy  Year.  We do not
expect any dividends will be paid under this policy.  Dividends, if any, will be
paid in cash.

SUICIDE                             

This policy' s death  proceeds  will not be paid if the Insured dies by suicide,
while sane or insane, within 2 years of the Policy Date. Instead, we will return
all premiums paid,  less any partial  surrenders and any policy loans and unpaid
loan interest. This amount will be paid to the beneficiary.

<PAGE>

Any face amount  increase made under the adjustment  options will not be paid if
the  Insured  dies by  suicide,  while  sane or  insane,  within  2 years of the
Adjustment  Date.  Instead,  we will  return  the sum of the  cost of  insurance
charges for the increased amount of protection.  This amount will be paid to the
beneficiary.

BASIS OF VALUES

Guaranteed  maximum cost of  insurance  rates are based on the  mortality  table
referred to on the current Data Pages.

A detailed  statement of the method of calculating  values and benefits has been
filed  with the  insurance  department  of the  state in which  this  policy  is
delivered.  The guaranteed values are greater than or equal to those required by
any state law.

STATEMENT OF VALUE                 

We will  mail a  statement  to you  once  each  Policy  Year  until  the  policy
terminates. The statement will show:

     1. The current death benefit;

     2. The current accumulated and surrender values;

     3. All premiums paid since the last statement;

     4. Any investment gain or loss since the last statement;

     5. All charges since the last statement;

     6. Any policy loans and unpaid loan interest;

     7. Any partial surrenders since the last statement;

     8. The number of Units and Unit value;

     9. The total value of each of your Investment Accounts;

     10. Your designated beneficiary(ies);

     11. All riders included with your policy; and

     12. Detailed summary of activity for the year.

<PAGE>


                           ACCIDENTAL DEATH BENEFIT RIDER

This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  Accumulated  Value of the monthly cost of
accidental death benefits  provided by this rider.  All definitions,  provisions
and  exceptions of the policy apply to this rider unless  changed by this rider.
The effective  date is the Policy Date unless  another date is shown on the data
page.

ACCIDENTAL DEATH BENEFIT 

This rider  provides an  accidental  death benefit as shown on the data page. We
will pay the benefit to the beneficiary upon receipt of proof satisfactory to us
that:

     1. The  Insured  died on or after  the  Policy  anniversary  following  the
Insured's first birthday;
     
2. The Insured died as a result,  directly and  independently  of all other
causes, of accidental bodily injury; and

     3. The death is not a direct or indirect result of an Excluded Risk.

EXCLUDED  RISKS 

We will not pay the  accidental  death  benefit  if death  results  directly  or
indirectly from any of the following:

     1. Suicide, while sane or insane;

     2. War or an act of war, or service in the  military  forces of any country
at war, declared or undeclared;

     3. Bodily or mental disease or infirmary,  or medical or surgical treatment
thereof;

     4. The  commission or attempted  commission by the Insured of an assault or
felony;

     5.  Operating,  riding in or descending  from any kind of aircraft in which
the  Insured  is a pilot or a member  of the  operating  crew,  or in which  the
Insured is receiving or giving any kind of training or instruction; or

     6. The voluntary  taking of or the effects of  voluntarily  using any drug,
narcotic or hallucinogen  unless  prescribed for and administered to the Insured
by a  licensed  physician  who is not a member  of the  Insured's  family.  This
includes any controlled  substances  listed in Schedules I, II, III or IV of the
Federal  Controlled  Substances  Act,  231  U.S.C.  Section  812,  or  successor
statutes, as they may be amended.

AUTOPSY  

We reserve the right to examine the  Insured's  body and,  unless  prohibited by
law, to make an autopsy.

INCREASES  

You may increase the  accidental  death benefit up to the current face amount of
your policy, provided:

     1. The increase is for at least the minimum face amount  increase  shown on
the data page;

     2.  The  increase  does  not  result  in  a  total  benefit  exceeding  our
underwriting limits then in effect; and

     3. You  supply  evidence  of  insurability  which  satisfies  us under  our
underwriting rules then in effect.

FACE AMOUNT DECREASES  

Our  underwriting  rules do not permit  accidental death benefit amounts greater
than policy face amounts.  If a face amount decrease causes a conflict with that
rule,  we will  reduce  the  accidental  death  benefit  amount  and  its  cost,
accordingly.

COST OF INSURANCE 

We deduct the cost of insurance for the benefits  provided by this rider on each
Monthly Date. The cost is 1 multiplied by 2 where:

     1. Is the cost of  insurance  rate,  as  described in the Cost of insurance
Rates section, divided by 1,000; and

     2. is the accidental death benefit.

COST OF INSURANCE RATES  

The monthly cost of insurance  rates for the accidental  death benefit are based
on the  attained age and risk class of the  insured.  We  determine  these rates
based on our expectations as to our future mortality  experience.  Any change in
these rates  applies to all  individuals  of the same class as the insured.  The
cost of insurance  rates will never be greater than those shown on the data page
in the Table of Guaranteed  Maximum Cost of Insurance Rates for Accidental Death
Benefits.  However,  different  guaranteed  maximum cost of insurance  rates may
apply to any increase in the accidental death benefit.

TERMINATION               

This rider ends on the first of:

     1. Termination of your policy;

     2. The policy anniversary following the insured's 70th birthday; or

     3. Our receipt of your  written  request to cancel  this rider.  The change
will be effective on the monthly date on or next  following  the date we receive
the  request.  We may  require  that you send your  policy to our home office to
record the cancellation.

SF  45



                           CHILDREN TERM INSURANCE RIDER

This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  accumulated  value of the monthly cost of
children  term  insurance  benefits  provided  by this rider.  for the  benefits
provided by this rider. All definitions, provisions and exceptions of the policy
apply to this rider  unless  changed by this rider.  The  effective  date is the
Policy Date unless another date is shown on the current Data Pages.

DEFINITION 

An insured child under this rider is:

     1. Any child,  stepchild or legally  adopted  child of the insured named in
the  application  for this rider who is less than 18 years of age on the date of
the application for this rider;

     2. Any child of the insured born after the date of the application for this
rider; and 

     3. Any child less than 18 years of age legally adopted by the insured
after the date of the application for this rider. A child will not be an insured
child and will not be covered before attaining the age of 14 days or beyond this
rider's protection period.

INSURANCE BENEFIT 

We will pay this rider's beneficiary its insurance amount upon
receipt of proof of an insured child's death.  This rider's  insurance amount is
equal to the number of units of this rider included in your policy,  as shown on
the data page, times $1,000.

     EXAMPLES: 

     3 UNITS children term x $1,000 = 
     $3,000 insurance amount for each child

     4.5 UNITS children term x $1,000 = 
     $4,500 insurance amount for each child

PROTECTION PERIOD 

This rider's protection period ends on the first of:

     1. Termination of this rider (see Termination section below); or

     2.  As to  any  individual  insured  child,  the  Policy  Anniversary  next
following the insured child's 25th birthday.

COST OF INSURANCE 

We deduct the cost of insurance for the benefits provided
by this rider on each monthly date. The cost is 1 multiplied by 2 where:

     1. Is the  number of units;  and 

     2. Is the rate per unit shown on the data page.


BENEFICIARY  

The  beneficiary  named in the  application  for this  rider will  receive  this
rider's insurance amount,  unless the beneficiary is changed as provided in your
policy.

OWNERSHIP 

The policy's owner is also the owner of this rider.  Any changes in ownership of
your  policy and all  provisions  which  apply to  ownership  also apply to this
rider.

INCONTESTABILITY            

We will not claim this rider is void or deny  payment  of its  insurance  amount
after it has been in force for 2 years from its effective date.

SUICIDE 

This rider's  insurance  amount will not be paid if the insured dies by suicide,
while sane or insane,  within 2 years of its effective  date.  Instead,  we will
return tall costs of  children  term  insurance  deducted  for this rider.  This
amount will be paid to the beneficiary.

PAID-UP BENEFIT 

If the insured  dies while your  policy and this rider are in force,  this rider
will become fully paid up. It will then continue in force during its  protection
period, as shown on the current Data Pages, unless  surrendered.  You may obtain
the surrender value of this rider, when fully paid up, at any time. Your request
must be in writing.  The surrender  value will be the net single premium for the
insurance at the  respective  attained  age of each  insured  child based on the
Commissioners 1980 Standard Ordinary Mortality Table B, assuming:

     1. Interest at 4% a year;
 
     2. Immediate payment of claims; and

     3. Age determined on last birthday basis.

The net surrender  value within 30 days after a Policy  Anniversary  will not be
less than the value on the Anniversary.

EXCHANGE

Any insurance  under this rider may be exchanged for a policy on the life of the
insured child on the earlier of:

     1. The Policy Anniversary  following the insured child's 25th birthday; 
 
     2. The Policy Anniversary  following the Insured's 65th birthday; or
 
     3. The death of the Insured.
                           
No evidence of insurability is required provided:

     1. We receive written  application and payment of the first premium for the
policy no  earlier  than 90 days  before  nor later  than 31 days after the date
exchange  may be made as  provided  above;  and 

     2. The policy  face  amount is not less than  $1,000 per unit of this rider
and is not more than $5,000 per unit of this rider.

This policy may be any form of life  policy,  except term,  available  under our
underwriting  guidelines  then in effect.  Its premium  rate will be at our then
published  standard risk class rate for the policy based on the insured  child's
attained age. Its effective  date will be the date of exchange.  No insurance is
provided until the insurance under this rider terminates.

The new policy may include  Waiver or  Accidental  Death riders with our consent
and upon payment of any additional cost we determine for the riders.

If an insured child dies within 31 days of the date on which exchange would have
been allowed, we will pay a death benefit of $1,000 per unit of this rider.

REINSTATEMENT 
 
This rider may be reinstated as part of your policy if, in addition to all other
policy conditions for reinstatement, you supply evidence which satisfies us that
each proposed insured child is insurable under our underwriting  guidelines then
in effect.

Upon reinstatement,  if any child proposed for insurance does not meet the above
conditions,  this rider may still be  reinstated as part of your policy but only
with an endorsement  excluding  such  ineligible  child from insurance  coverage
under this rider.

TERMINATION                 

This rider ends on the first of:

     1.  Termination  of your policy;  

     2. The Policy Anniversary  following the Insured's 65th birthday; or 

     3. Our  receipt of your  written  request to cancel it. The change  will be
effective  on the  Monthly  Date on or next  following  the date we receive  the
request. We may require you to send your policy to the home office to record the
cancellation.

SF 392


                           SPOUSE TERM INSURANCE RIDER

This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  accumulated  value of the monthly cost of
spouse  term  insurance  benefits  provided  by  this  rider.  All  definitions,
provisions  and  exceptions of the policy apply to this rider unless  changed by
this rider.  The effective  date is the Policy Date unless another date is shown
on the current Data Pages.

DEFINITION  

SPOUSE--means, for the purposes of this rider, the person named as the spouse in
the application for this rider.

INSURANCE  BENEFIT  

Upon receipt of proof that the spouse died before the termination of this rider,
we will pay the  beneficiary  of this rider the face amount shown on the current
Data Pages.

COST OF INSURANCE  

The cost of insurance  rates for spouse term insurance are based on the attained
age and risk class of the spouse and the Insured. We determine these rates based
on our expectations as to our future mortality  experience.  Any change in these
rates  applies  to all  individuals  of the  same  class as the  spouse  and the
Insured.  the cost of insu5rance rates will never be greater than those shown on
the current  Data Pages in the Table of  Guaranteed  Maximum Cost of Spouse Term
Insurance Rates.

PAID-UP BENEFIT 

If the insured  dies while your  policy and this rider are in force,  this rider
will become fully paid up. It will then continue in force during its  protection
period, as shown on the current Data Pages, unless  surrendered.  You may obtain
the surrender value of this rider, when fully paid up, at any time. Your request
must be in writing.  The surrender  value will be the net single premium for the
insurance at the  respective  attained  age of each  insured  child based on the
Commissioners 1980 Standard Ordinary Mortality Table, B, assuming:

     1.  Interest  at 4% a year;  

     2.  Immediate  payment of claims;  and 

     3. Age determined on last birthday basis.

The net surrender  value within 30 days after a Policy  Anniversary  will not be
less than the value on the Anniversary.  EXCHANGE Any insurance under this rider
may be exchanged for a policy on the life of the insured spouse without evidence
of insurability.  This exchange must occur on or before this rider's  expiration
date.

The policy may be any form of life  policy,  except  term,  available  under our
underwriting guidelines then in effect, based on the attained age of the spouse.
the  policy  will be in the same  risk  class as shown  for the  spouse  on this
policy's current Data Pages. Its effective date will be the date of exchange. No
insurance is provided until the insurance under this rider terminates.

The new policy may include  Waiver or  Accidental  Death riders with our consent
and upon payment of any additional cost we determine for the riders.

BENEFICIARY 

The  beneficiary  named in the  application  for this  rider will  receive  this
rider's insurance amount,  unless the beneficiary is changed as provided in your
policy.

OWNERSHIP  

The policy's owner is also the owner of this rider.  Any changes in ownership of
your  policy and all  provisions  which  apply to  ownership  also apply to this
rider.

MISSTATEMENT OF AGE 

If the age of either the Insured or spouse is not correctly shown on the current
Data Pages, we will adjust the amount  payable,  under this rider to reflect the
correct age. The ages shown should be the ages on the respective birthdays prior
to the effective date.

INCONTESTABILITY

We will not claim this rider is void or deny  payment  of its  insurance  amount
after it has been in force  during the  lifetime  of the spouse for 2 years from
its effective date.

SUICIDE 

This rider's  insurance amount will not be paid if the insured or spouse dies by
suicide,  while sane or insane,  within 2 years of its effective date.  Instead,
the rider will  immediately  terminate,  and we will  return all costs of spouse
term insurance charges paid. This amount will be paid to the beneficiary.

REINSTATEMENT  

This rider may be reinstated as part of your policy in a risk class we determine
based on facts in the application for reinstatement, if in addition to all other
policy  conditions for reinstatement you supply evidence which satisfies us that
the spouse is insurable under our underwriting guidelines then in effect.

TERMINATION 

This rider ends on the first of:

     1. Termination of your policy;  

     2. Its exchange as provided above;  

     3. The end of the protection  period as shown on the current Data Pages; or

     4. Our  receipt of your  written  request to cancel it. The change  will be
effective  on the  Monthly  Date on or next  following  the date we receive  the
request. We may require you to send your policy to the home office to record the
cancellation.

SF 393

                           CHANGE OF INSURED RIDER 

This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application. There is no charge for this rider. 

CHANGE OF INSURED  

You may name a new Insured for this policy provided: 

PRIVILEGE 

     1. You are the original and current owner of this policy;  

     2. This policy is in force and is not within the grace period;   

     3.  Benefits  are not being  granted  under any rider due to the  Insured's
disability; 

     4. You have an insurable  interest in the life of the proposed new Insured;

     5. The Age Last  Birthday of the proposed new insured is 69 or under on the
Change of Insured Date;  and  

     6. You supply  evidence  which  satisfies us of the proposed new  Insured's
insurability under our underwriting guidelines then in effect. 

LIMITATIONS AND CONDITIONS  

The change to a new Insured is subject to these  limitations  and  conditions: 

     1. The face amount,  surrender value and accumulated  value will remain the
same. 

     2. The minimum monthly premium after the Change of Insured Date will be the
greater of: 

          a. The minimum  monthly  premium before the Change of Insured Date; or

          b. The minimum  monthly premium based on the age and risk class of the
             new Insured. 
     3. Any  benefit  riders  which are part of this policy end on the Change of
Insured Date. Riders may be added for the new Insured only with our consent.   

     4. Any loans or unpaid  loan  interest  secured by your  policy will remain
indebtedness  and are subject to the  conditions  of the Policy Loans section of
your policy.  

     5. Your policy will remain subject to any existing assignments.  

     6. The Change of Insured Date will be the Monthly Date next  following  our
approval of a requested Change of Insured application.  The insurance on the new
insured will be effective on the Change of Insured Date. 

EXAMPLE:  
If the Policy Date is June 5, 2000 and your requested Change of Insured 
is approved on April 20, 2002, the Change of Insured Date will be May 5, 2002. 

INCONTESTABILITY   

We will not claim your policy is void or deny payment of any  proceeds  after it
has been in force during the Insured's lifetime for two years from the Change of
Insured Date for the new Insured,  except for any claim for total  disability or
accidental death benefits your policy may provide. 
                            
Any face  amount  increase  made after the  Change of  Insured  Date has its own
incontestability period which begins on the adjustment date. 

SUICIDE   

The death  proceeds of the policy  will not be paid if the new  Insured  dies by
suicide,  while  sane or  insane,  within  two  years of the  date of  exchange.
Instead, we will pay the net surrender value as of the date of death. 

TERMINATION      
     
This rider ends on the first of: 

     1. The  Policy  Anniversary  following  the  Insured's  70th  birthday;   

     2.  Termination  of your  policy;  

     3. The death of the Insured  under your policy while it is in force;  or  

     4. The  application  of your policy's net surrender  value under a lapse or
surrender option, or the surrender of this rider. 

SF 390 

                       DEATH BENEFIT GUARANTEE RIDER

This rider is part of your policy. The effective date is the Policy Date.

DEATH  BENEFIT If you meet the death benefit guarantee  premium requirement
GUARANTEE      described below, the policy will not enter its grace period even
               if your net surrender value is not sufficient to cover the 
               Monthly Policy Charge on a Monthly Date.

MATURITY        On the policy  Maturity  Date,  we will pay you the maturity
GUARANTEE       proceeds if the following conditions are met:

                      1. This rider is in force;

                      2. The Insured is alive; and

                      3. You have met the death benefit guarantee premium  
                         requirement described below.

DEATH BENEFIT     The death benefit guarantee premium requirement on each 
GUARANTEE PREMIUM Monthly Date is met if (1) is equal to or greater than (2)
REQUIREMENT       where:          
                
                     1. Is the sum of all  premiums  paid less any  partial 
                        surrenders  and any policy loans and unpaid loan 
                        interest; and

                     2. Is the sum of the monthly death benefit guarantee 
                        premiums as shown on the current Data Pages applicable
                        to the number of months your policy has been in force, 
                        less one month.

The death  benefit  guarantee  premium is based on the issue age,  death benefit
option, and risk class of the Insured and is shown on the current Data Pages.

For any month  that your  Monthly  Policy  Charge is being paid by our Waiver of
Monthly  Policy  Charge  Rider,  we will  consider  your monthly  death  benefit
guarantee premium to be zero.


CHANGES THAT            Your death benefit guarantee premium may change if:
AFFECT THE DEATH 
BENEFIT GUARANTEE            1.  Your face amount is increased or decreased;
PREMIUM  REQUIREMENT 
                             2. There is a change in your death benefit option;

                             3. A rider is added or deleted.

If your death benefit  guarantee premium changes we will send you new data pages
which reflect the change.  Also, as a result of a change, an additional  premium
may be  required  on the date of change  in order to meet the new death  benefit
guarantee

NOTICE If, on any Monthly Date, the death benefit guarantee premium  requirement
is not met,  we will send you a notice of the premium  required to maintain  the
guarantee.

If the premium is not received in our home office prior to the  expiration of 61
days after the date we mail our  notice,  the death  benefit  guarantee  will no
longer be in effect and this rider will terminate.

REINSTATEMENT     If this rider terminates, it may not be reinstated. This rider
TERMINATION       ends:

                     1. When your policy terminates;

                     2. On the expiration of 61 days after the date we mail
                        our notice to you that the death benefit guarantee
                        premium has not been met and your failure to remit the 
                        required premium; ot

                     3. On the later of your Age 65 Policy Anniversary or five
                        years after the effective date of this rider.


                            ARTICLES OF INCORPORATION

                     Principal Mutual Life Insurance Company
                     711 High Street DES MOINES, IOWA 50392

                AMENDED AND SUBSTITUTED ARTICLES OF INCORPORATION
                                   AS AMENDED
                             Effective July 1, 1991

                                   ARTICLE I.

The name of the corporation shall be Principal Mutual Life Insurance Company, by
which  name (or by the names  Bankers  Life  Company  and  Princor  Mutual  Life
Insurance  Company  which  it may  use in its  discretion  and  where  permitted
continue to use or adopt) it shall do business and shall have and retain all its
property, rights and privileges.

                                   ARTICLE II.

The corporation shall be located and have its principal place of business in the
city of Des Moines,  Polk County,  lowa. The principal office of the corporation
is the  registered  office,  and the  President is the  registered  agent of the
company.

                                  ARTICLE III.

The purpose of this  corporation  are and it shall have full power to engage in,
pursue,  maintain and transact a general life, health and accident insurance and
annuity business,  and to insure other risks,  perform other services and engage
in  other   businesses   allowed  by  law.   It  may  issue   participating   or
nonparticipating  contracts.  It  shall  further  have the  power to enter  into
contracts  with  respect to proceeds of such  insurance,  to accept and reinsure
risks, to enter into coinsurance  agreements,  to issue and perform policies and
contracts of all types,  including but not limited to individual  and group,  to
act as trustee or advisor in any capacity, and to offer all services,  including
those of a financial  accounting  or data  processing  nature,  to all  persons,
partnerships,   corporations  and  other  business  organizations,  directly  or
indirectly  incidental to its business. It shall have all the rights, powers and
privileges  granted or  permitted by the  Constitution  and laws of the state of
Iowa  governing the conduct of insurance  companies and by Titles XIX and XX of
the Code of Iowa 1966 and all acts amendatory thereof or additional thereto.

The corporation shall be empowered:  To sue and be sued, complain and defend, in
its corporate or assumed name, to have a corporate  seal which may be altered at
pleasure,  and to use the same by  causing  it, or a  facsimile  thereof,  to be
impressed  or affixed or in any other  manner  reproduced;  to  purchase,  take,
receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal
in and with, real or tangible or intangible  personal property,  or any interest
therein, wherever situated; to sell, convey, mortgage,  pledge, lease, exchange,
transfer and otherwise dispose of all or any part of its property and assets; to
lend  money to,  and  otherwise  assist  its  employees,  agents,  officers  and
directors unless prohibited by law; to purchase,  take, receive,  subscribe for,
or otherwise  acquire,  own, hold,  vote, use,  employ,  sell,  mortgage,  lend,
pledge, or otherwise dispose of, and otherwise use and deal in and with, shares,
options,  warrants or other  interests in, or obligations  of, other domestic or
foreign corporations,  associations,  partnerships or individuals,  or direct or
indirect  obligations  of the United States or of any other  government,  state,
territory,  governmental  district  or  municipality  or of any  instrumentality
thereof  unless  prohibited by law; to make  contracts and  guaranties and incur
liabilities;  to lend and borrow money for its  corporate  purposes,  invest and
reinvest its funds, and take and hold real and personal property as security for
the payment of funds so loaned or invested; to acquire or organize subsidiaries;
to conduct its business, carry on its operations,  and have offices and exercise
the powers  granted in any state,  territory,  district,  or  possession  of the
United  States,  or in any foreign  country;  to make  donations  for the public
welfare, and for religious,  charitable,  scientific or educational purposes; to
pay pensions and establish pension plans,  pension trusts,  profit-sharing plans
and  other  incentive,  insurance  and  welfare  plans  for  any  or  all of its
directors,  officers,  agents and employees; to enter into general partnerships,
limited  partnerships,  whether the corporation be a limited or general partner,
joint ventures,  syndicates,  pools,  associations  and other  arrangements  for
carrying on any or all of the purposes for which the  corporation  is organized,
jointly or in common with others; to indemnify  officers,  directors,  employees
and agents, as allowed by law, subject to such limitations as may be established
by the Board of  Directors;  and to have and  exercise  all powers  necessary or
convenient  to effect any or all of the  purposes for which the  corporation  is
organized.

                                   ARTICLE IV.

The corporation shall have perpetual existence and succession.

                                   ARTICLE V.

The private  property of the members,  directors and other officers and managers
of this  corporation  shall in no case be liable for the  corporate  debts,  but
shall be exempt therefrom.

                                   ARTICLE Vl.

The  corporate  powers of the  corporation  shall be  exercised  by the Board of
Directors, and by such officers and agents as the Board may authorize,  elect or
appoint. The Board of Directors shall consist of not less than nine (9) nor more
than twenty-one (21) directors, the number to be determined from time to time by
a majority of the entire Board of Directors. The directors shall be divided into
three  classes,  as nearly equal  numerically  as possible,  determined by terms
expiring in successive  years. Each director shall serve a term of approximately
three  years  except as  otherwise  provided or where it is  necessary  to fix a
shorter term in order to preserve  classification.  No decrease in the number of
directors shall shorten the term of any incumbent director.  Each director shall
serve until a successor  is elected and shall be eligible for  re-election.  The
Board of Directors shall have the power to fill any vacancy in their number. The
term of office of each director  shall begin at the annual meeting at which such
director  is  elected  by the  members  or at the time  elected  by the Board of
Directors.  The term of office of each  director  shall not  extend  beyond  the
annual  meeting next  following the date such  director  attains age 70, or such
younger age as may be  established  for all directors by the Board of Directors,
except that the terms of directors holding office prior to the annual meeting in
1984 may extend to the annual  meeting  next  following  the date such  director
attains age 72 and except that for  officer-directors,  other than one who is or
has been Chief Executive Officer, the term as a director shall not extend beyond
the annual  meeting next  following the date such director  retires as an active
officer of this corporation. Directors need not be members.

The Board of Directors  shall have the power to adopt such By-Laws and rules and
regulations  for  the  transaction  of  the  business  of  the  corporation  not
inconsistent  with these  Amended  and  Substituted  Articles or the laws of the
state of Iowa, and to amend or repeal such By-Laws,  rules and regulations.  The
By-Laws shall provide  procedures  for the nomination and election of directors.
The Board of Directors  may fix  reasonable  compensation  of the  directors for
their  services.  The Board of  Directors  shall elect from their  number at the
first board meeting after the annual meeting of the corporation a President, and
shall  authorize,  eleet or  appoint at such  first  meeting  or at any  meeting
thereafter such other officers, agents or committees as in their judgment may be
necessary or advisable.

A director of this corporation shall not be personally liable to the corporation
or its members for monetary  damages for breach of fiduciary duty as a director,
except for liability (i) for a breach of the  director's  duty of loyalty to the
corporation  or its  members,  (ii) for acts or  omissions  not in good faith or
which involve intentional misconduct or a knowing violation of the law, or (iii)
for a transaction from which the director derives an improper  personal benefit.
The liability of directors  shall be deemed further limited or eliminated to the
fullest extent  permitted by changes in the law governing this  corporation  and
approved  by a  majority  of the  entire  Board  of  Directors.  Any  repeal  or
modification of the provisions of this paragraph shall not adversely  affect the
duty, liability, rights or protection of a director existing at the time of such
repeal or modification.

                                  ARTICLE Vll.

The annual meeting of this  corporation  shall be held at the Home Office in Des
Moines,  lowa,  on the third  Monday in May of each year for the  election  of a
director or directors and the transaction of any other business  properly coming
before the annual meeting.

Special  meetings of the  corporation may be called by the directors at any time
and shall be so called  upon the  written  request of five per cent (5%) of the
members,  which  request  shall  specify the matters  proposed to be acted upon.

Notice of the time and place of each annual and each  special  meeting  shall be
published  at least one time in a newspaper of general  circulation  in the city
where the  meeting is to be held not less than 30 nor more than 90 days prior to
the date of the meeting. No person shall be elected a director by the members at
any  meeting  except  an  annual  meeting  and then  only if duly  nominated  in
accordance  with the  requirements of the By-Laws and named in the notice of the
annual  meeting as a nominee for the class of  director  to be so elected.  Each
notice of a meeting  shall state the purpose of the meeting.  These  Amended and
Substituted  Articles  may be amended at any  meeting  only if the notice of the
meeting describes or sets out the proposed amendment.

At every annual or special meeting each member shall be entitled to one vote, to
be cast by ballot  signed by such member and mailed or  personally  delivered by
such member to the Home Office.  The Secretary of the corporation  will,  during
any 60 consecutive  regular business days immediately  preceding the date of the
annual or any  special  meeting,  give or mail to each  member  making a request
therefor  a  ballot, and shall if the Board of Directors so direct mail a ballot
to each member.  No ballot  received in any manner after the  adjournment of any
such meeting, or which in not signed by a member,  shall be counted upon matters
acted upon at the meeting. There will be no cumulative voting by proxy,

                                  ARTICLE VIII.

This  corporation  shall have no capital stock,  but shall be purely mutual as a
legal reserve company.

                                   ARTICLE IX.

Except as otherwise  provided in this Article,  each person who, and each entity
which, is regarded as present owner under the provisions of an original contract
of insurance or annuity issued by this corporation,  or, absent determination by
such  provisions,  under the  By-Laws  or rules of the  corporation,  shall be a
member of this  corporation  and  entitled to the  privileges  of such member as
defined herein,  in the By-Laws or in the contract of insurance or annuity,  but
so long only as the said  original  contract  of  insurance  or annuity  has not
matured or been surrendered and remains in force.  The membership  privileges of
those issued an original  contract of insurance or annuity on or before April 8,
1980, but not the owner on that date, shall be preserved. 

                                   ARTICLE X.

These Articles of  Incorporation  may be amended at any annual  meeting,  or any
special  meeting  called for that  purpose,  upon  notice  given as  required by
Article VII, upon a majority vote in favor of the amendment  cast by the members
voting at such meeting by ballot or in person.  The  amendment  shall be binding
upon all members of the corporation.  Any amendment will not affect contracts of
the members nor terminate  rights,  powers,  privileges,  and  franchises of the
corporation existing as of the time of amendment. 

                                    BY-LAWS

                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                     711 HIGH STREET DES MOINES, IOWA 50392

                       Adopted and Effective April 8, 1969
                       As Amended through August 15, 1994

                                    ARTICLE I
                      MEETINGS OF THE COMPANY, ELECTION OF
                          DIRECTORS AT ANNUAL MEETING

SECTION 1. Meetings of the Company.  The annual  meeting of the Company shall be
held in  accordance  with the  provisions  of the  Articles  at the hour of 9:00
o'clock A.M.., Des Moines time. Any special meeting of the Company shall be held
at the time and place  specified  in the  notice of such  special  meeting.  The
Chairman  of the Board or the  acting  Chairman  of the Board  shall  preside at
meetings of the  Company.  The  Secretary  of the  Corporation  shall act as the
Secretary of the meeting.  If either  person is unable to act in the  designated
capacity,  the members present shall elect a member to serve as chairman pro tem
or secretary pro tem.

SECTION 2. Notices and Ballots.  The  Secretary of the  Corporation  shall cause
notice of each meeting to be published and shall mail or make ballots  available
to members as  required  by the  Articles  and shall if so directed by the Board
mail a ballot to each member.  No name of a candidate  for election to the Board
shall be included  in the ballot  unless the  candidate  has been  nominated  as
provided in these By-Laws.

SECTION  3.  Election  of  Directors  and  Voting on  Propositions;  Failure  of
Election. At each annual meeting the ballots cast for candidates for election to
the Board,  and at each  annual  meeting or special  meeting  the  ballots  cast
concerning  any  proposition,  shall be referred to the Board for canvass at the
first meeting of the Board following such meeting of the Company. In the event a
candidate  for  election to the Board,  who is included in a class for which the
number of  candidates  nominated  for  election is greater than the number to be
elected,  dies or withdraws before election,  then there shall be no election of
Directors  in that class and the vacancy or  vacancies  created may be filled by
the Board, to serve until the next following annual meeting of the Company, when
a new  election  shall  be held  for the  unexpired  term  of  such  vacancy  or
vacancies.

The candidate or candidates  receiving the highest number of votes in each class
shall be declared  elected  Director or Directors,  and any  proposition  or any
other matter  submitted shall be declared carried or lost in accordance with the
majority of votes cast for or against it. No person  other than a candidate  may
be elected a Director.

                                   ARTICLE II
                           NOMINATION OF DIRECTORS AND
                                ELECTION BY BOARD

SECTION 1.  Nomination by Board.  The Board shall each year nominate  candidates
for election as Directors to succeed those whose terms are expiring.

SECTION 2. Nomination by Members. Members of the Company may nominate candidates
for  election as  Directors  to succeed  those whose  terms are  expiring,  upon
delivery to the Secretary of the  Corporation a certificate or  certificates  of
nomination  signed by members  residing in at least five states and numbering in
each such state not less than 1/25 of 1% of the total  membership  of the entire
Company  as of a date one  hundred  eighty  days prior to the date of the annual
meeting and including  the address and policy or contract  number of each member
so signing.

SECTION 3.  Qualification  of  Candidates.  To qualify as a  candidate,  whether
nominated by the Board or by members,  written  certificate or  certificates  of
nomination  shall be filed with the Secretary of the  Corporation  not more than
one hundred  eighty days nor less than ninety days before the date of the annual
meeting of the Company and shall be  accompanied  by a written  statement of the
nominee of his willingness to serve.

SECTION 4.  Assignment to Class.  Each  nomination of a candidate  shall be to a
class  to which  one or more  Directors  are to be  elected  at the next  annual
meeting of the  Company.  If any  nomination  made by the members of the Company
fails  to  assign  the  candidate  to any  class,  the  Board  shall  make  such
assignment.

SECTION 5.  Filling  Vacancies.  Any vacancy  upon the Board  (except  vacancies
resulting from failure of election as provided in Article I, Section 3), whether
resulting  from  death or  resignation  of a  Director,  increase  in  number of
Directors, or for any other reason, may be filled by the Board at any regular or
special  meeting,  and each such newly elected Director shall be assigned by the
Board to a class.

                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION 1. Number of Directors. The Board shall consist of thirteen Directors or
such larger or smaller number, within the limits specified by the Articles, as a
majority of the entire Board may determine at any regular or special  meeting of
the Board. 

SECTION 2. Meetings.  Regular meetings of the Board shall be held without notice
once in each calendar  quarter on such date and at such hour and place as may be
fixed by the Board,  except that the meeting in the second quarter shall be held
in the Home  Office  of the  Company  in Des  Moines  on the date of the  annual
meeting.  The date, hour and place of any regular meeting other than the meeting
in the second  quarter may be changed by the  Chairman of the Board,  if any, or
the  President,  by written  notice to all Directors at least thirty days before
the regular meeting date, provided that the date to which any meeting is changed
shall not be more than  fifteen days earlier or later than the date fixed by the
Board.  Special  meetings of the Board may be called at any time upon five days'
written notice given by the Chairman of the Board,  if any, the President or any
two Directors. In the alternative, upon oral or written notice received prior to
the time of the meeting by at least two-thirds of the Directors, the Chairman of
the Board,  or acting  Chairman of the Board,  may call a special meeting of the
Board to be held through communications equipment which permits all participants
to communicate with each other, with such participation  constituting attendance
at such  meeting.  Any  Director  may waive call or notice  required to be given
either before or after the time stated therein.  Any meeting may be continued to
the succeeding day if the Board does not complete the business  coming before it
on the  meeting  date.  

At all meetings of the Board, regular or special, a majority of its number shall
constitute a quorum for the transaction of business. If at any meeting less than
a quorum  is  present,  the  meeting  may be  adjourned  from  time to time to a
subsequent  date,  at which date the  meeting  may be held  without  notice if a
quorum is then present.

SECTION 3. Officers of the Board;  Duties. The Board shall elect from its number
a Chairman of the Board to serve at the  pleasure of the Board.  The Chairman of
the Board shall, if present, preside at each meeting of the Board and shall have
such  powers and shall  perform  such  duties as may be assigned to him by these
By-Laws or by or pursuant to  authorization  of the Board or, if the Chairman of
the  Board is not the  chief  executive  officer  of the  Company,  by the chief
executive officer.

The Board may at any  meeting of the Board  elect a  Secretary  of the Board and
such other  officers,  assistants  and  committees of the Board as the Board may
deem  necessary to serve  during the  pleasure of the Board,  each of whom shall
have and  perform  such  duties as may be assigned to him by the Board or by the
Chairman  of the Board.  The  Secretary  of the Board shall keep a record of all
proceedings of the Board.

The Board shall by  resolution  establish  a procedure  to provide for an acting
Chairman of the Board in the event the  current  Chairman of the Board is unable
to serve or act in that capacity.

SECTION 4.  Compensation  of  Directors.  Directors  who are not officers of the
Company  shall be entitled to an annual  retainer and an  additional  amount for
attendance  at each  regular or  special  meeting  of the Board or  meetings  of
committees of the Company,  plus expense of attending such meetings,  if any, as
may be fixed by the Board.

                                   ARTICLE IV
                             OFFICERS OF THE COMPANY

SECTION  1.  President.  The  Board  shall,  at the first  meeting  of the Board
following  the annual  meeting of the Company,  or at any meeting  thereafter to
fill a vacancy in the office,  elect from its number a President  of the Company
to serve for one year or until his successor is elected.

SECTION 2. Chief Executive Officer.  The Board shall empower either the Chairman
of the  Board,  if one is  elected,  or the  President  to  serve  as the  chief
executive officer of the Company.

SECTION 3. Other Officers Elected by Board.  At any  meeting of the Board it may
elect such officers of the Company, in addition to a President, as the Board may
deem necessary, to serve at the pleasure of the Board.

SECTION 4.  Other  Officers.  The Board may  authorize  the  Company to elect or
appoint other officers, each of whom shall serve at the pleasure of the Company.

SECTION 5. Duties of Officers.  The chief executive  officer shall supervise the
carrying  out of policies  adopted or approved  by the Board,  shall  exercise a
general supervision and superintendence over all the business and affairs of the
Company,  and shall  possess  such other powers and perform such other duties as
may be incident to his function.

The President,  if not the chief executive  officer,  shall have such powers and
perform such duties as may be assigned to him by these By-Laws or by or pursuant
to authorization of the Board or by the chief executive officer.

Other  officers  elected by the Board shall have such  powers and  perform  such
duties as may be assigned to them by or pursuant to  authorization  of the Board
or by the chief executive officer.

Officers  elected or appointed by the Company shall have such powers and perform
such duties as may be assigned to them by the Company.

SECTION 6. Compensation of Officers. The compensation of all officers elected by
the Board shall be fixed by the Board.  The  compensation of officers elected or
appointed by the Company  shall be fixed as provided by  resolution of the Board
of Directors.
                       
                                    ARTICLE V
                                   COMMITTEES

SECTION  1.  Executive  Committee.  An  Executive  Committee  is hereby  created
composed of five  Directors  and shall include the Chairman of the Board and the
chief executive officer if other than the Chairman of the Board.  Members of the
Executive  Committee  shall be  appointed  by and serve at the  pleasure  of the
Board.  If the Board has elected a Chairman  of the Board he shall,  if present,
preside at each meeting of the Executive Committee. In the absence or vacancy in
the office of the  Chairman  of the Board,  the chief  executive  officer  shall
preside.  If the Chairman of the Board is also the chief executive officer,  any
other member of the  Executive  Committee,  as  determined by the members of the
Executive Committee present,  shall preside at a meeting of the Committee in the
absence of the  Chairman of the Board.  The  Secretary of the Board shall act as
secretary of the Executive Committee and shall keep a record of all proceedings.
A majority of the members of the Executive Committee shall constitute a quorum.

SECTION 2. Powers of Executive Committee. The Executive Committee shall have and
may  exercise  the  powers of the Board in the  management  and  affairs  of the
Company except when the Board is in session and except the power to make,  alter
or repeal  By-Laws or to nominate  candidates for election to, fill vacancies in
or  change  the  number  of  members  of the  Board.  Actions  of the  Executive
Committee,  except when the rights or acts of third  parties  would be adversely
affected, shall be subject to the approval of the Board, which approval shall be
implied unless contrary action is taken by the Board.

SECTION 3. Other Committees.  Other committees composed of members or directors,
officers,  agents, or employees of the Company or of any subsidiary or affiliate
of the Company may be appointed and their respective functions, terms and duties
prescribed  from time to time by the Board of Directors,  by the chief executive
officer subject to the approval of the Board, or by the chief executive officer.

                                   ARTICLE VI
                      EXECUTION AND SIGNING OF INSTRUMENTS
                        AND CHECKS: FACSIMILE SIGNATURES

SECTION 1. Execution of Instruments.  Instruments  affecting or relating to real
estate or the  investment  of funds of the Company may be executed as authorized
by  resolution  of the Board or as may be  authorized  by such  officers  of the
Company as the Board designates.

SECTION 2.  Disposition  of Funds.  The funds of the Company  shall be paid out,
transferred or otherwise disposed of only in such manner and under such controls
as may be  authorized by resolution of the Board or as may be authorized by such
officers of the Company as the Board designates.

SECTION 3. Survival of Validity of Instrument  Bearing Facsimile  signature.  If
any  officer  whose  facsimile  signature  has  been  placed  upon  any  form of
instrument  shall have ceased to be such officer  before an  instrument  in such
form is issued,  such instrument may be issued with the same effect as if he had
been such officer at the time of its issue.

                                   ARTICLE VII
                                    INDEMNITY

The Board shall have the power to  indemnify,  or authorize  the officers of the
Company to indemnify,  directly and through insurance coverage,  each person now
or  hereafter  a Director,  officer,  employee  or other  representative  of the
Company, and that person's heirs and legal representatives, against all damages,
awards,  costs and  expenses,  including  counsel fees,  reasonably  incurred or
imposed in connection with or resulting from any action, suit or proceeding,  or
the settlement thereof prior to final  adjudication,  to which such person is or
may be made a party by  reason  of being or  having  been a  Director,  officer,
employee or other  representative  of the Company or by reason of service at the
request of the Company in any capacity with another entity or organization. Such
rights  or  indemnification  shall be in  addition  to any  rights  to which any
Director,  officer,  employee or other  representative  of the Company,  former,
present or future,  may  otherwise be entitled as a matter of law and subject to
such limitations permitted by law as may be established by the Board.

                                  ARTICLE VIII
                              AMENDMENT OF BY-LAWS

These By-Laws may be amended, altered or repealed by the Board at any regular or
special meeting of the Board,  provided  written notice  expressing in substance
the proposed  change  shall have been given to each  Director at least five days
prior to the date of such regular or special  meeting to each  Director who does
not waive  notice.  Notice  may be waived  by any  Director  by filing a written
waiver of notice with the  Secretary  of Board  before,  on or after the meeting
date.

                                   ARTICLE IX
                           MEANINGS OF WORDS AND TERMS

When used in these By-Laws, the following words and terms shall have the meaning
assigned to them in this Article.

 Company - Principal Mutual Life Insurance Company (which also may be
           known as Bankers Life Company and Princor Mutual Life
           Insurance Company)

   Board - Board of Directors of the Company

 By-Laws - these By-Laws of the Board, as from time to time amended

Articles - Articles of Incorporation of the Company, as from time to
           time amended

  member - a member of the Company, as defined in the Articles

Director - a person duly elected to the Board of the Company

   class - that group of  Directors  whose  terms  expire on the date of the
           same annual meeting of the Company. 

candidate- a person duly nominated for election to the Board pursuant to the 
           provisions of the Articles and By-Laws

711 High Street               Principal Mutual             Life and Disability 
Des Moines, Iowa 50392-0001   Life Insurance Company      Insurance Application


All references to "you" and "your" in this application means the 
Proposed Insured. 
________________________________________________________________________________
Personal     Proposed Insured's Name (First, Middle Initial, Last) Date of Birth
Information 
 (Always     ___________________________________________________________________
complete     Address              City       County      State             Zip 
this section) 
             ___________________________________________________________________
             Sex   Social Security Number    Birthplace       Driver's License 
         __ M __ F                       (State or Country)        Number
________________________________________________________________________________
Life      Annual Earned Income    Unearned Income   Occupation   Employer/
Only                                                             Address
        
________________________________________________________________________________
Life        Face Amount     Type             Plan           Unscheduled Premium,
Coverage                 (Term, Whole  (or Premium, if AL)     if applicable 
Applied For               Life, etc.)                          

   _____________________________________________________________________________
             If joint life (Survivorship, First-To-Die)
             other lives to be covered 

   _____________________________________________________________________________
   If Universal or Variable Life   __ Option 1 (Death Benefit = Face Amount)
   - Planned Premium               __ Option 2 (Death Benefit = Face Amount 
                                      + Accum. Value)

_______________________________________________________________________________ 
Life         Rider 1      Amount, if applicable   If Child Term, or 
Benefits/    ____________________________________ Spouse Term, or 
Riders       Rider 2      Amount, if applicable   Payor Benefits 
Applied For  ____________________________________ Then Submit Supplemental App. 
             Rider 3      Amount, if applicable   _____________________________ 
             ____________________________________ If PAPA Rider: 
             Rider 4      Amount, if applicable   Total Annual Premium $_______ 
             ____________________________________ (Dividends must be additions) 
_______________________________________________________________________________ 
Beneficiary  Primary         Relationship to    Social Security Number
of Life                      Proposed Insured 
Insurance    __________________________________________________________________ 
         
             __________________________________________________________________ 

             __________________________________________________________________ 
             Contingent          Relationship to         Social Security Number 
                                 Proposed Insured

_______________________________________________________________________________ 
Proceeds          __ to be left at interest.  
                     Beneficiary to have election and withdrawal rights.
                     Pay interest ______________ (frequency) 
_______________________________________________________________________________ 
Life Owner   Name        Relationship to Proposed Insured    Taxpayer ID Number 

(if other    __________________________________________________________________ 
than the     Address              City           County       State         ZIP 

Proposed     __________________________________________________________________ 
Insured)     If Proposed Insured is under age 15, Ownership is 
             __ Permanent __ Temporary __ Age 18 __ Age 21 __ Age 25 
                             (at which time the Insured becomes Owner) 
________________________________________________________________________________
Life         __ AL - Improve Policy    __ Purchase Additional Insurance   
Dividend                     __ Paid in Cash 
             __ AL - Loan Enhancement  __ Accumulate at Interest             
                         __ *EPO - Return Cash Value 
             __ AL - Reduce/Unscheduled   __ Reduce Premium                     
                    __ * EPO - Return of Premium 
                          * Balance as Checked 
_______________________________________________________________________________ 
Life       __ Annual        __ Semi-Annual 
Method of  __ Quarterly     __ List Bill List existing reference number _______
Premium      __ Preauthorized Withdrawal (monthly)  
Payment         List existing policy number(s)__________________________________
________________________________________________________________________________
Other Life   Company  Amount   Amount   ADB   Waiver of  Year of      Purpose
Insurance            In Force  Pending Amount  Premium   Issue  (Business or
                                                                Personal)? If 
                                                                business, type
                                                                (Key Person,
                                                                Buy, Sell, etc.)

(list all     __________________________________________________________________
life         
insurance in  __________________________________________________________________
force or     
currently     __________________________________________________________________
being applied 
for)          __________________________________________________________________

              Will this insurance replace any exisitng coverage? __ No __ Yes
              If "yes", enclose replacement forms.
              If "yes", company name(s) ________________________________________
              Policy number(s) _________________________________________________
              Will all pending coverage be accepted? __ No __ Yes  Explain      
________________________________________________________________________________
Activities    1.  Have you, are you, or do you plan to:
                  *a.  be a member of any Armed Forces or Military Unit?
                       __ No  __ Yes
                  *b.  pilot any type of aircraft?
                       __ No  __ Yes
                  *c.  engage in scuba/skin diving, motor vehicle racing,
                       skydiving or any other hazardous sporting activity?
                       __ No  __ Yes
                  *d.  live or travel outside the United States?
                       __ No  __ Yes
              2.  In the last 5 years have you:
                  a.  been in a motor vehicle accident; been charged with
                       driving while intoxicated; had more than one moving
                       traffic violation?
                       __ No  __ Yes
                  b.  used cocaine, marijuana, amphetamines, barbiturates
                      or other controlled substances?
                       __ No  __ Yes
                  c.  been arrested for other than traffic violations?
                       __ No  __ Yes
              3.  Have you ever had any life, health or disability insurance
                  rated, ridered or declined?
                       __ No  __ Yes
               If "yes", give details, or *complete special statement:


________________________________________________________________________________
Personal      4.  a.  Full Name and Address of personal physician/health
History               care provider (if none, so indicate)
               _________________________________________________________________
                  b.  Date last seen  Reason and results  Doctor's Phone No.
               _________________________________________________________________
(always           c.  Height  Weight  Weight loss in the last year?  __No __ Yes
complete                              If "yes, number of pounds
this section)                         Reason for weight loss
               _________________________________________________________________
              5.  a.  Do you use tobacco or nicotine products?
                      __ Never  __ Current  __ Past - date last used ___________
                  b.  If current or past use, type/amount per day?
                      __ Cigarettes  _Pipe/Cigar  __ Chew  __ Patch/gum

              6.  a.  Do you drink alcohol?  
                      __ Never  __ Current  __ Past - date last used/
                                                      reason quit ______________
                  b.  If current or past use, type/amount per week?
                      __ Beer/Wine  __ Other ___________________________________
              __________________________________________________________________
              7.  a.  Have you ever been advised to limit or discontinue the
                      use of alcohol or drugs?  __ No __ Yes
                  b.  Have you sought or received treatment or counseling
                      because of alcohol or drug use?  __ No  __ Yes
                  c.  Have you participated in a support group or program
                      because of alcohol or drug use?  __ No  __ Yes
                  
                  If "yes" give details:
              __________________________________________________________________
              8.  a.  Has any parent or sibling died before age 60?
                      __ No  __ Yes  If yes, age(s) at death ___________________
                  b.  Relationship(s) __________________________________________
                      cause(s) of death ________________________________________
________________________________________________________________________________
Medical       9.  Within the last 10 years have you had, been treated for or
History           diagnosed as having (check all that apply):
                  a.  __ high blood pressure  __ heart attack  __ chest pain
(always               __ any other disease or disorder of the heart or
complete                 circulatory system (specify) __________________________
this section )        __ None                                                   
                  b.  __ athsma  __ bronchitis  __ emphysema
                      __ any other disease or disorder of the lungs or 
                         respitory system (specify) ___________________________
                      __ None
                  c.  __ seizure  __ stroke  __ headaches
                      __ any other disease or disorder of the brain or nervous
                         system (specify) ______________________________________
                  d.  __ irritable bowel syndrome __ hepatitis  __ colitis
                      __ ulcer  __ cirrhosis  __ gallbladder disorder 
                      __ pancreas disorder  
                      __ any other disease or disorder of the liver, stomach
                         or digestive tract (specify) __________________________
                      __ none

                   For each item checked (except "none" or "No"), list question
                   number and give details, including (1) diagnosis, 
                   (2) dates of first and last treatment; (3) types and results
                   of treatment, and (4) doctor's full names and addresses:
              __________________________________________________________________

              __________________________________________________________________

              __________________________________________________________________
<PAGE>
________________________________________________________________________________
711 High Street                 Principal Mutual          Insurance Application
Des Moines, Iowa 50392-0001   Life Insurance Company        and Authorization
________________________________________________________________________________
As part of our routine underwriting procedure, you may receive a phone call from
the Home Office in Des Moines.  The purpose of this call is to obtain personal
and financial information needed to evaluate your insurability.  Your answers
will be kept strictly confidential.  Do you prefer to be interviewed rather 
than another family member? __ Yes __ No  May we call you at work? __ Yes __ No
May we talk to your spouse? __ Yes __ No
________________________________________________________________________________
Home Phone (include area code)  Business Phone (include area code)
(    )                          (    )
Spouse's Business Phone (    )l
________________________________________________________________________________
Special Instructions
________________________________________________________________________________
Statement In  Application:  I represent that all statements in this  application
are true and complete and were correctly recorded before I signed my name below.
I  understand  and  agree  that the  statements  in the  application,  including
statements by the proposed insured in any medical  questionnaire  that becomes a
part of this  application,  shall be the basis of any insurance  issued.  I also
understand  that  misrepresentations  could mean denial  during the  contestable
period of an otherwise valid claim.

When Insurance Effective:  Except as may be provided by the Conditional Receipt,
I understand  and agree that the Company shall incur no liability:  (1) unless a
policy issued on this application has been physically  delivered to and accepted
by the owner and the first  premium  paid;  and (2) unless,  at the time of such
delivery  and  payment,  the person to be insured  is  actually  in the state of
health and  insurability  represented  in this  application  and in any  medical
questionnaire  or amendment  that becomes a part of this  application.  If these
conditions are met, the policy will then be deemed  effective on the Policy Date
stated in the policy.

Limitation of Authority: I understand and agree that no agent, broker or medical
examiner  has any  authority to determine  insurability,  or to make,  change or
discharge any contract,  or to waive any of the Company's rights.  The Company's
right to truthful and complete  answers to all questions on this application and
in any medical  questionnaire that becomes a part of this application may not be
waived.  No  knowledge  of any fact on the part of any  agent,  broker,  medical
examiner or other person  shall be  considered  knowledge of the Company  unless
such fact is stated in the application.

__  This  application  is COD or __ I have  paid  $_____  for  Life;  _____  for
Disability  Insurance.  If money was paid,  I have  been  given the  Conditional
Receipt. In return I have read, understand, and agree to its terms.

Authorization:  I authorize any doctor, hospital,  clinic, health care provider,
insurance (or  reinsuring)  company,  consumer  reporting  agency,  my insurance
agent/broker,  employer,  family member, friend, neighbor,  lawyer,  accountant,
roommate or business associate having personal information  (including physical,
mental,  drug or alcohol use history)  regarding me or any named  dependent,  to
provide the Company, its representatives or reinsurers, any such data.

I authorize the Company to conduct a Personal Telephone  Interview in connection
with my  application  for  insurance.  I authorize  the MIB, Inc. to furnish the
above data to its reinsurers, to MIB, Inc., or as required by law or as provided
in the Notice of Information Practices.  Data released may include results of my
medical  examinations or tests  requested by the Company.  I understand that the
data  obtained  by use of this  Authorization  will be  used by the  Company  to
determine  eligibility  for insurance.  I have received a copy of the "Notice of
Insurance  Information  Practices",  which includes  notice required by any Fair
Credit   Reporting   Act.  It  also  describes  MIB,  Inc.  I  agree  that  this
authorization  shall be valid for two years from the earlier of: (1) the date of
this application,  or (2) the date of my policy. I may revoke this authorization
for information not then obtained.  Such revocation must be in writing.  It will
not be  effective  until  received  at the  Company's  Home  Office.  I  agree a
photocopy  of this  authorization  shall  be as valid  as the  original.  I have
received a copy of this authorization.

Taxpayer  I.D.  Certification:  As  owner  of this  contract,  I  certify  under
penalties  of  perjury:  1. The  taxpayer  identification  number  shown on this
application  is correct.  2. I am not subject to IRS backup  withholding.  Note:
Check this box __ if you are currently subject to backup withholding.

Proposed Insured Signatures
________________________________________________________________________________
Proposed Insured (if over age 9)    Spouse (if Spouse Term is being applied for)

________________________________________________________________________________
Parent (if Proposed Insured is under age 15         Payor (if Payor Benefits 
 and Parent has not signed as Owner)                  are being applied for)


________________________________________________________________________________
Owner's Signature (If other than Proposed Insured)
Owner of Insurance  Title, if corporation (an officer other than the Proposed
                                           Insured must sign)
________________________________________________________________________________
Signed at     City       State     Date      Witness (Agent/Broker)
                                             Agent/Broker's License Number
________________________________________________________________________________
Cosignature by resident licensed                                      Date      
Agent/Broker's, if applicable in your state       Agent/Broker's License Number

________________________________________________________________________________





LOGO                      Principal Mutual           Flexible Variable Universal
                          Life Insurance Company     Life Insurance Supplemental
                                                     Application 

1.  Print full name of Proposed Insured                           Policy Number 

_______________________________________                          _______________

2.  Complete the sections for:              Required Sections  Optional Sections

     A. New Business                          1, 3, 5 & 8            4 & 7 

     B. Adjustments to Existing Business      1, 3, 6 & 8            4, 5 & 7 

     C. Term Conversions                      1, 3, 6 & 8            4 & 7 

     D. Adding/Changing Dollar Cost Averaging 1, 7 & 8               (N/A) 

NOTE: Section 9 must be completed when sold by a Registered  Representative of a
Broker/Dealer  other than  Princor  Financial  Services  Corporation.  A selling
agreement between the Broker/Dealer and Princor Financial  Services  Corporation
must be in place.

3. Investor Information. The following questions apply to the Policyowner.  (The
Registered  Representative  is required to  determine  the  suitability  of this
sale.)

a)   If your objective is other than death benefit protection, please indicate:
 ________________________________________ 

b)  My risk tolerance is:|_| Conservative    |_| Moderate    |_|     Aggressive

c)  Occupation: _____________________________________________________ 

d)   Estimated Annual Net Income:
     (current tax year, in thousands)

     |_|   Under $25,000         |_|  Under $50,000         |_|  Under $100,000

     |_|   Under $250,000        |_|  Over $250,000 


e)   Approximate Net Worth:
    (current tax year, in thousands) 

     |_|   Under $25,000         |_|  Under $50,000         |_|  Under $100,000

     |_|   Under $250,000        |_|  Over $250,000 


f)   Income Tax Bracket  |_|   Under 20%      |_|  Under 30%      |_|  Over 30% 


g)   Are you employed by a National Association of Securities Dealers firm?
               Yes        No 
               |_|       |_|  

4. |_| Decline Telephone  Transfer  Authorization.  I (We) do not want telephone
transaction services as described in the prospectus.

5.    Allocation Percentages for: 

Premiums Premiums include the initial payment and all planned periodic premiums.
The net  premium  is the  premium  paid less the  Premium  Expense  Charge.  Net
premiums  received by the company will be allocated to the Money Market Division
for 20 days from the effective date. On the 21st day, the Accumulated  Value and
net premiums will be reallocated to the Separate Account  Divisions and/or Fixed
Account according to the allocation percentages you choose.

Monthly Policy Charge The Monthly Policy Charge  includes the cost of insurance,
the cost of  additional  benefits  provided by any rider,  the  current  monthly
administration  charge and the  mortality  and  expense  charge.  This amount is
withdrawn from the Separate Account  Divisions and/or Fixed Account according to
the allocation percentages you choose.

NOTE: IF THE MONTHLY POLICY CHARGE SECTION IS NOT COMPLETED,  THE MONTHLY POLICY
CHARGE WILL BE ALLOCATED IN THE SAME MANNER AS PREMIUMS.

PREMIUMS                                MONTHLY POLICY CHARGE 
(Minimum of 10% per selection.          (Minimum of 10% per selection. 
 Whole numbers only.)                   Whole numbers only.)

                                        Check    |_|  Allocated in the same 
                                                      manner as premiums
                                        One      |_|  Prorated based on balances
                                                      of the policyowner's
                                                      investment accounts
                                                 |_|  As below

Aggressive Growth Division      ____%   Aggressive Growth Division        ____%
Asset Allocation Division       ____%   Asset Allocation Division         ____%
Balanced Division               ____%   Balanced Division                 ____%
Bond Division                   ____%   Bond Division                     ____%
Capital Accumulation Division   ____%   Capital Accumulation Division     ____%
Emerging Growth Division        ____%   Emerging Growth Division          ____%
Fidelity Contrafund Division    ____%   Fidelity Contrafund Division      ____%
Fidelity Equity-Income Division ____%   Fidelity Equity-Income Division   ____%
Fidelity High Income Division   ____%   Fidelity High Income Division     ____%
Government Securities Division  ____%   Government Securities Division    ____%
Growth Division                 ____%   Growth Division                   ____%
Money Market Division           ____%   Money Market Division             ____%
World Division                  ____%   World Division                    ____%
_____________________________           ______________________________ 
Fixed Account                   ____%   Fixed Account                     ____% 

          TOTAL                 100 %            TOTAL                     100% 

6.  Adjustments and Term Conversion. 

Any money  submitted with an adjustment will be considered a premium payment for
the Policy and will be allocated to the Separate Account  Divisions and/or Fixed
Account, in accordance with the policyowner's existing directions for allocation
of  premium  payments.  Any  adjustment  approved  by the  Company  will  become
effective on the Monthly Date that  coincides with or next follows the Company's
approval of the request.

NOTE:  If you are  requesting  an  adjustment  and you would like to change your
allocation  percentage(s)  or  exercise  your  optional  feature  at this  time,
complete  Section 5 for  Allocation  Percentages  and  Section 7 for Dollar Cost
Averaging.

7.  Optional Feature: 

|_| Dollar  Cost  Averaging  - Allows for  transfer  of money  between  Separate
Account  Divisions  and/or Fixed Account on a scheduled  basis.  There must be a
minimum of $2,500 in a division/account to initiate transfers from it.

Frequency:|_| Monthly  |_| Quarterly  |_| Semiannually  |_| Annually 

          Transfer Out (-)                           Transfer In (+)
Division/Account       Amount  Percent     Division/Account    Amount   Percent 
1.__________________  $_______  _____%   1.__________________  $_______  _____% 
2.__________________  $_______  _____%   2.__________________  $_______  _____% 
3.__________________  $_______  _____%   3.__________________  $_______  _____% 
4.__________________  $_______  _____%   4.__________________  $_______  _____% 
5.__________________  $_______  _____%   5.__________________  $_______  _____% 
6.__________________  $_______  _____%   6.__________________  $_______  _____% 

Note:  Dollar Cost  Averaging  will begin on the first  Monthly  Date  following
receipt of this form.

8.  Signature. 

I have  read  this  application  and  have  had  the  opportunity  to  read  the
prospectus. I authorize the instructions in this application.  I have been given
the  opportunity  to ask  questions  regarding  this policy,  and they have been
answered to my  satisfaction.  I understand  the  investment  objectives  of the
Separate  Account  Divisions  and/or  Fixed  Account for which I am applying and
believe  they  are  compatible  with  my  investment  objective(s).  All  of the
statements in this application are true and complete to the best of my knowledge
and are the basis of any life insurance issued.



_____________________________________     ______________________________________
Signature of Policyowner (if other               Signature of Proposed Insured 
than Proposed Insured). If a Corporation, 
Trust, Entity, etc., authorized person 
(indicate title) must sign. 


To be completed by the Registered Representative: 


Signed at __________________________________  Signature_________________________
            City       State         Date 


9.   To Be Completed by Selling Firm 
     Dealer's Name                                              Telephone 

     _________________________________                        __________________

     Reviewed by           
     Registered Principal:                                          Date 

     _____________________________________________            __________________


January 4, 1996 



Board of Directors 
Principal Mutual Life Insurance Company 
711 High Street 
Des Moines, Iowa 50309 

RE:      Variable Life Separate Account 

Gentlemen: 

The  establishment  of the  Variable  Life  Separate  Account  by the  Board  of
Directors of Principal  Mutual Life Insurance  Company as a separate account for
assets  applicable to variable  life  insurance  policies,  pursuant to the then
existing  provisions  of the Code of Iowa  applicable  to the  establishment  of
separate accounts by Iowa domiciled life insurance companies,  was supervised by
the office of General Counsel of the Company.  I have supervised the preparation
of the  Registration  Statement on Form S-6 to be filed by Principal Mutual Life
Insurance  Company  with  the  Securities  and  Exchange  Commission  under  the
Securities Act of 1933 with respect to the PrinFlex Life Insurance Policies.

It is my opinion that: 

1.       The Variable Life Separate Account is a separate account of the Company
         duly created and validly existing pursuant to Iowa law, currently 
         consisting of thirteen distinct Divisions. 

2.       The PrinFlex Life Insurance Policies, when issued in accordance with
         the Prospectuses contained or referred to in the Registration Statement
         and upon compliance with applicable local law, will be legal and 
         binding obligations of the Company enforceable in accordance with their
         terms. 

3.       All income and expenses and all gains and losses, whether or not 
         realized, of the Variable Life Separate Account, shall be credited to 
         or charged against those assets, without regard to income and expenses 
         or gains and losses of the Company. 

4.       These assets for the policies participating in a Division of the 
         Variable Life Separate Account, equal to the reserves and other 
         liabilities arising under the policies, shall not be charged with any 
         liabilities arising from any other business conducted by the Company. 

In arriving at the foregoing  opinion,  I have made such  examination of law and
examined  such records and other  documents  as in my judgment are  necessary or
appropriate.
<PAGE>

Board of Directors 
Page 2 
January 4, 1996 



I consent  to the  filing of this  opinion  as an  exhibit  to the  Registration
Statement  and to the use of my name under the  caption  "Legal  Opinion" in the
prospectus contained in the Registration Statement.

Very truly yours, 



G.R. Narber 
General Counsel 

GRN/sal 


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   M. Vermeer Andringa
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   R. M. Davis
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   D. J. Drury
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   C. D. Gelatt, Jr.
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   G. D. Hurd
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   T. M. Hutchison
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   C. S. Johnson
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   W. T. Kerr
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   L. Liu
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   V. H. Loewestein
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   J. R. Price, Jr.
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   B. A. Rice
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   J-P. C. Rosso
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   D. M. Stewart
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   E. E. Tallett
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   D. D. Thornton
                                   _____________________________________________




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has  hereunto set his hand this 3rd
day of January, 1996.
                                   F. W. Weitz
                                   _____________________________________________

December 18, 1995


RE:     PRINFLEX VARIABLE LIFE -- PRINCIPAL MUTUAL'S FLEXIBLE
        PREMIUM VARIABLE LIFE INSURANCE POLICY

Dear Sir or Madam:

In my capacity as Assistant  Actuary of Principal Mutual Life Insurance  Company
("Principal   Mutual"),  I  have  provided  actuarial  advice  concerning,   and
participated  in, the design of,  Principal  Mutual's  Flexible Premium Variable
Life  Insurance  Policy  (the  "Policy").   I  also  provided  actuarial  advice
concerning the  preparation  of a registration  statement on form S-6 for filing
with the Securities and Exchange  Commission under the Securities Act of 1933 in
connection with the Policy. In my opinion:

        a)  the federal tax charge of 1.25% of premium for deferred  acquisition
            costs is reasonable in relation to Principal  Mutual's increased tax
            burden  under  Section 848 of the  Internal  Revenue Code of 1986 as
            amended.  In addition,  it is my  professional  opinion that the 11%
            rate of return, and the assumptions on which that rate is based, are
            reasonable for use in calculating such charges.

        b)  the illustrations of death benefits, account values, surrender 
            values and accumulated premiums in the prospectus are based on the 
            assumptions stated in the illustrations, consistent with the 
            provisions of the Policy.  Such assumptions, including the
            assumed current charge levels are reasonable.  The Policy has not 
            been designed so as to make the relationship between premium and 
            benefits, as shown in the illustrations, appear to be 
            correspondingly more favorable to a prospective purchaser
            of the Policy at the ages, genders and underwriting classes shown, 
            than to prospective purchasers at other ages, genders and 
            underwriting classes.  Nor were the particular illustrations shown 
            selected for the purpose of making this relationship appear more 
            favorable.

I hereby  consent to the use of this  opinion as an exhibit to the  registration
statement  and to the  reference  to my name under the heading  "Experts" in the
prospectus.

Very truly yours,



Lisa Huebert
Assistant Actuary
Phone: 515-248-3792
Fax: 515-248-2499


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