SEPARATE ACCOUNT A OF PARAGON LIFE INSURANCE CO
485BPOS, 2000-04-28
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<PAGE>


As filed with the Securities and Exchange Commission on 28 April 2000

                                            Registration No. 33-1834l
                                                             811-5382

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                         POST-EFFECTIVE AMENDMENT NO. 12
                                      TO
                                   FORM S-6

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

             SEPARATE ACCOUNT A OF PARAGON LIFE INSURANCE COMPANY
                          (Exact Name of Registrant)

                        PARAGON LIFE INSURANCE COMPANY
                         100 South Brentwood Boulevard
                             St. Louis, MO  63105
                    (Address of Principal Executive Office)


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

                                   Copy to:

                           Stephen E. Roth, Esquire
                        Sutherland Asbill & Brennan LLP
                         1275 Pennsylvania Ave., N.W.
                         Washington, D.C.  20004-2404

It is proposed that this filing will become effective (check appropriate space)

  [ ]  immediately upon filing pursuant to paragraph (b), of Rule 485

  [X]  1 May 2000 pursuant to paragraph (b) of Rule 485

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

  [ ]  on (date), pursuant to paragraph (a)(1) of rule 485

  [ ]  75 days after filing pursuant to paragraph (a)(2) of rule 485

  [ ]  on (date) pursuant to paragraph (a)(2) of Rule 485

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

33-18341
<PAGE>

                                               American
                                               Variable
                                               Insurance
                                               Series

            . GROUP AND INDIVIDUAL
              FLEXIBLE PREMIUM VARIABLE LIFE
              INSURANCE POLICIES

              Prospectus dated May 1, 2000                                 50406


<PAGE>

                     GROUP AND INDIVIDUAL FLEXIBLE PREMIUM
                        VARIABLE LIFE INSURANCE POLICIES
                                   ISSUED BY
                         PARAGON LIFE INSURANCE COMPANY
                              100 South Brentwood
                              St. Louis, MO 63105
                                 (314) 862-2211

  This Prospectus describes flexible premium variable life insurance policies
offered by Paragon Life Insurance Company (the "Company," "we," or "us") which
are designed for use in employer-sponsored insurance programs. When a Group
Contract is issued, Certificates showing the rights of the Owners and/or
Insureds will be issued under the Group Contract. Individual Policies will be
issued when a Group Contract is not issued. The terms of the Certificate and
the Individual Policy are very similar and are collectively referred to in this
Prospectus as "Policy" or "Policies."

  The Policies are designed to provide lifetime insurance protection to age 95
and provide flexibility to vary premium payments and change the level of death
benefits payable under the Policies. Flexibility allows an Owner to provide for
changing insurance needs under a single insurance policy. An Owner can allocate
net premiums among several investment portfolios ("Funds") with different
investment objectives.

  The Policy provides for: (1) a value upon surrendering the Policy; (2) loans;
and (3) a death benefit payable on the Insured's death. As long as the Policy
remains in force, the death benefit payable on the Insured's death will not be
less than the Face Amount of the Policy. The Policy will remain in force so
long as there is enough value to pay certain monthly charges.

  The Owner may allocate net premiums to one or more of the Divisions of
Separate Account A (the "Separate Account"). The Policy value will vary to
reflect the investment experience of the Divisions selected by the Owner.
Depending on the death benefit option elected, portions of the death benefit
may also vary. The Owner bears the entire investment risk under the Policies;
there is no minimum guaranteed value.

  Each Division of the Separate Account will invest solely in a corresponding
investment portfolio of American Variable Insurance Series:

<TABLE>
<CAPTION>
          FUND                             FUND
- ------------------------------------------------------------------
  <S>                    <C>
  Cash Management Fund   Bond Fund
- ------------------------------------------------------------------
  High-Yield Bond Fund   Global Growth Fund
- ------------------------------------------------------------------
  Growth-Income Fund     U.S. Government/AAA-Rated Securities Fund
- ------------------------------------------------------------------
  Growth Fund            Global Small Capitalization Fund
- ------------------------------------------------------------------
  Asset Allocation Fund  New World Fund
- ------------------------------------------------------------------
  International Fund
</TABLE>

                The date of this Prospectus is May 1, 2000.
<PAGE>

  Please read this Prospectus carefully and keep it. A full description of the
Funds is contained in the prospectus for each Fund, which must accompany this
Prospectus.

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

  The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.

                                       2
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Summary..................................................................   4
The Company, The Separate Account, and The Funds.........................  10
  The Company
  The Separate Account
  The Funds
  Addition, Deletion, or Substitution of Investments
Payment and Allocation of Premiums.......................................  14
  Issuance of a Policy
  Premiums
  Allocation of Net Premiums and Cash Value
  Policy Lapse and Reinstatement
Policy Benefits..........................................................  18
  Death Benefit
  Cash Value
Policy Rights and Privileges.............................................  24
  Exercising Rights and Privileges Under the Policies
  Loans
  Surrender and Partial Withdrawals
  Transfers
  Right to Examine Policy
  Conversion Right to a Fixed Benefit Policy
  Eligibility Change Conversion
  Payment of Benefits at Maturity
  Payment of Policy Benefits
Charges and Deductions...................................................  29
  Sales Charges
  Premium Tax Charge
  Monthly Deduction
  Partial Withdrawal Transaction Charge
  Separate Account Charges
General Matters Relating to the Policy...................................  34
Distribution of the Policies.............................................  38
General Provisions of the Group Contract.................................  38
Federal Tax Matters......................................................  39
Safekeeping of the Separate Account's Assets.............................  42
Voting Rights............................................................  42
State Regulation of the Company..........................................  43
Management of the Company................................................  44
Legal Matters............................................................  45
Legal Proceedings........................................................  45
Experts..................................................................  45
Additional Information...................................................  45
Definitions..............................................................  46
Financial Statements..................................................... F-1
Appendix A............................................................... A-1
</TABLE>

                 The Policies are not available in all states.


                                       3
<PAGE>

                             SUMMARY OF THE POLICY

The following summary of Prospectus information should be read with the
detailed information which follows in this Prospectus. Unless we provide
otherwise, the description of the Policies contained in this Prospectus assumes
that a Policy is in effect and that there is no outstanding Indebtedness.

The Policy

The Policies (either an Individual Policy or a Certificate) described in this
Prospectus are designed for use in employer-sponsored insurance programs and
are issued in three situations.

  . First--Policies in the form of certificates are issued pursuant to Group
    Contracts entered into between the Company and Contractholders (see
    "General Provisions of the Group Contract");

  . Second--Individual Policies can be issued in connection with employer-
    sponsored insurance programs where Group Contracts are not issued; and

The Insured under a Policy is usually an employee of the Contractholder or
sponsoring employer or the employee's spouse. Generally, only an employee is
eligible to be an Insured under an Executive Program Policy. If there is
sufficient Cash Surrender Value, Individual Insurance under a Group Contract or
other employer-sponsored insurance program will continue should the Group
Contract or other program cease or the employee's employment end (see "Payment
and Allocation of Premiums--Issuance of a Policy").

On behalf of Owners, the Contractholder will make planned premium payments
under the Group Contract equal to an amount authorized by employees to be
deducted from their wages. In addition, Owners may pay additional premiums. A
similar procedure will apply when an Individual Policy is issued in connection
with an employer-sponsored program.

The Policies are "variable" policies because, unlike the fixed benefits under
other types of life insurance contracts, the Cash Value and, under certain
circumstances, the death benefit under a Policy may increase or decrease
depending upon the investment experience of the Funds underlying the Divisions
to which the Owner has allocated net premium payments. So long as a Policy's
Cash Surrender Value continues to be sufficient to pay the monthly deduction,
an Owner is guaranteed a minimum death benefit equal to the Face Amount of his
or her Policy or an accelerated death benefit in a reduced amount determined in
accordance with certain riders available under the Policy. (See "General
Matters Relating to the Policy--Additional Insurance Benefits.")

Right to Examine Policy

The Owner has a limited right to return a Policy for cancellation within 20
days after the delivery of the Policy to the Owner, within 45 days after the
Owner signs the application, or within 10 days after the Company mails a notice
of this cancellation right to the Owner whichever is latest. If a Policy is
cancelled within this time period, a refund will be paid which will equal all
premiums paid under the Policy or any different amount required by state law.
The Owner also has a right to cancel a requested increase in Face Amount. Upon
cancellation of an increase, the Owner may request that the Company refund the
amount of the additional charges deducted in connection with the increase, or
have the amount of the additional charges added to the Cash Value. (See "Policy
Rights and Privileges--Right to Examine Policy.")

The Separate Account

The Owner may allocate the net premiums to one or more Divisions. See "The
Company, The Separate Account, and The Funds" for a complete description of the
available Funds. An Owner may change future allocations of net premiums at any
time by notifying the Company directly.

                                       4
<PAGE>

Subject to certain restrictions, an Owner may transfer Cash Values among the
Divisions of the Separate Account. Currently, no charge is assessed for
transfers. The Company reserves the right to modify the transfer privilege.
(See "Policy Rights and Privileges--Transfers.")

Premiums

An Owner has flexibility concerning the amount and frequency of premium
payments. An initial premium equal to one-twelfth ( 1/12) of the planned annual
premium set forth in the specifications page of a Policy is necessary to start
a Policy. The planned annual premium is an amount specified for each Policy
based on the requested initial Face Amount and certain other factors.

  . Under Group Contracts and employer-sponsored programs, the initial
    premium and subsequent planned premiums generally are remitted by the
    Contractholder or sponsoring employer on behalf of the Owner at intervals
    agreed to by the Contractholder or employer.

However, as discussed below, planned premiums need not be paid so long as there
is sufficient Cash Surrender Value to keep the Policy in force. Subject to
certain limitations, additional premium payments in any amount and at any
frequency may be made directly by the Owner. (See "Payment and Allocation of
Premiums--Issuance of a Policy--Premiums.")

A Policy will lapse (and terminate without value) when the Cash Surrender Value
is not enough to pay the next monthly deduction and a grace period of 62 days
expires without an adequate payment being made by the Owner. (See "Payment and
Allocation of Premiums--Policy Lapse and Reinstatement.")

Death Benefit

Death benefit proceeds are payable to the Beneficiary when the Insured dies or
to the Owner, prior to the Insured's death under circumstances described in
available riders. (See "General Matters Relating to the Policy--Additional
Insurance Benefits.") Two death benefit options are available, as follows:

  . Under the "Level Type" death benefit, the death benefit is the Face
    Amount of the Policy or, if greater, the applicable percentage of Cash
    Value; and

  . Under the "Increasing Type" death benefit, the death benefit is the Face
    Amount of the Policy plus the Cash Value or, if greater, the applicable
    percentage of Cash Value.

So long as a Policy remains in force, the minimum death benefit under either
option will be at least equal to the current Face Amount. (See "Policy
Benefits--Death Benefit.")

The minimum initial Face Amount is generally $25,000 under the Company's
current rules. Executive Program Policies generally have a minimum Face Amount
of $100,000. The maximum Face Amount is generally $500,000. However, we may
establish a higher maximum Face Amount for Executive Program Policies. The
Owner may generally change the Face Amount (subject to the minimum and maximum
amounts applicable to his or her policy) and the death benefit option, but in
certain cases evidence of insurability may be required. (See "Policy Benefits--
Death Benefit.")

Riders

Additional insurance benefits offered under the Policy by rider may include a
children's insurance rider, an accelerated death benefit settlement option
rider, an accidental death benefit rider, and a waiver of monthly deductions
rider. Some Group Contracts and employer-sponsored insurance programs may not
provide each of the additional benefits described above. Generally, Executive
Program Policies only have the acceleration of death benefits rider. (See
"General Matters Relating to the Policy--Additional Insurance Benefits.") We
will deduct the cost of these additional insurance benefits from Cash Value as
part of the monthly deduction. (See "Charges and Deductions--Monthly
Deduction.")


                                       5
<PAGE>

Cash Value

The Policies provide for a Cash Value equal to the total of the Policy's Cash
Value in the Separate Account and the Loan Account (securing Policy Loans). A
Policy's Cash Value will reflect premium payments, the investment performance
of any selected Divisions of the Separate Account, transfers, any Policy Loans,
Loan Account interest rate credited, any partial withdrawals, and the charges
imposed in connection with the Policy. (See "Policy Benefits--Cash Value.")
There is no minimum guaranteed Cash Value.

Charges and Deductions

Sales Charges. Sales charges may be deducted under a Policy. The sales charges
imposed, if any, will consist of a contingent deferred sales charge, which is
assessed in the event the Policy is surrendered during the first ten Policy
years, or a combination of a front-end charge, which is deducted from premiums
paid ("premium expenses charge"), and a contingent deferred sales charge. The
amount of the contingent deferred sales charges will depend primarily on
commissions paid by the Company in connection with that Policy. The amount of
commissions paid by the Company reflects the services rendered by the broker-
dealer in enrolling a particular group, the number of employees in the group,
and other costs incurred by the broker-dealer. Where a first year commission is
paid, the applicable contingent deferred sales charge will be equal to 30
percent of premiums paid during the first Policy Year up to the guideline
annual premium for the Policy's initial Face Amount. Where the first year and
renewal commissions are zero ("0"), no sales contingent deferred charges will
be imposed.

A front-end charge will be imposed on Policies that are deemed to be individual
Policies under the Omnibus Budget Reconciliation Act of 1990 ("OBRA"). The
additional charge, which is for federal income taxes measured by premiums, is
equal to 1% of each premium payment, and compensates the Company for a
significantly higher corporate income tax liability resulting from changes made
to the Internal Revenue Code by OBRA. If first year commissions are paid and
the Policy is deemed individual under OBRA, the contingent deferred sales
charge will be reduced to 28% of the premiums paid during the first Policy Year
up to the appropriate guideline annual premium; and the premium expense charge
will be one percent of all premiums paid. The sales charges applicable to a
particular Policy will be set forth in the specifications pages of the Policy.

The contingent deferred sales charge will be assessed against the Cash Value
under a Policy upon a surrender, lapse, or decrease in Face Amount during the
first ten Policy Years. Assuming that no increases in Face Amount have become
effective, the charge will be a percentage of premiums actually paid in the
first Policy Year (30%, 28% or 0%) up to the guideline annual premium for the
initial Face Amount. The percentage will be set forth in the specifications
pages of each Policy. The amount of the charge will decrease each year after
the first Policy Year by one-tenth ( 1/10) of the total charge until it reaches
zero at the end of ten Policy Years. The timing of premium payments may affect
the amount of the charge under a Policy, because the contingent deferred sales
charge is based only on premiums actually paid in the first Policy Year.

For any increase in the Face Amount an additional contingent deferred sales
charge will be calculated equal to a percentage of premiums associated with the
increase up to the guideline premium for the increase. See "Charges and
Deductions--Sales Charges", for a discussion of the manner in which premiums
are associated with an increase. The percentage charged will be the same as
that for the initial Face Amount. The additional charge calculated for the
increase will also decrease by one-tenth ( 1/10) of the total charge each year
after the first year following the effective date of the increase until it
reaches zero after ten years. For any decrease in the initial Face Amount or in
an increase in Face Amount during the first ten years such insurance coverage
is in force, a charge will be assessed that is proportionate to the charge that
would apply to a full surrender of initial Face Amount or increase. The
contingent deferred sales charge will apply to a partial withdrawal only if the
partial withdrawal decreases the Face Amount. (See "Policy Rights and
Privileges--Surrender and Partial Withdrawals," "Policy Benefits--Death
Benefit," and "Charges and Deductions--Sales Charges--Contingent Deferred Sales
Charge.")


                                       6
<PAGE>

Premium Tax Charge. We deduct a charge of 2% to cover state premium taxes from
premiums paid. However, a charge of 2( 1/4)% may be deducted from premiums paid
in connection with Executive Programs. (See "Charges and Deductions--Premium
Tax Charge.")

Monthly Deduction. We make a monthly deduction from the Policy's Cash Value in
the Separate Account. The monthly deduction includes the following:

  . Administrative Charge. We deduct an administrative charge (see the
    specification pages of the Policy) based on 1) the number of Insureds
    covered under a Group Contract or other employer-sponsored insurance
    program, and 2) the amount of administrative services provided by the
    Company. The charge will not exceed $6.00 per month during the first
    Policy Year and $3.50 per month during renewal years.

  . Cost of Insurance Charge. We deduct a cost of insurance charge calculated
    on each Monthly Anniversary. We determine monthly cost of insurance rates
    based upon expectations as to future mortality experience. For a
    discussion of the factors affecting the rate class of the Insured see
    "Charges and Deductions--Monthly Deduction--Cost of Insurance."

  . A charge for any additional insurance benefits provided by a rider.

Separate Account Charges

  . Mortality and Expense Risk Charge. We deduct a daily charge not to exceed
    .0024547% (an annual rate of .90%) of the net assets of each Division for
    the Company's assumption of certain mortality and expense risks incurred
    in connection with the Policies. (See "Charges and Deductions--Separate
    Account Charges.")

  . Federal Taxes. No charges are currently made for federal or state income
    taxes. (See "Federal Tax Matters.")

  . Annual Expenses of the Funds (after fee waiver and reimbursement as
    applicable). The value of the assets of the Divisions will reflect the
    management fee and other expenses incurred by the Funds. The following
    table describes the Fund fees and expenses during the time that the Owner
    owns the Policy. These fees and expenses are shown as a percentage of net
    assets for the year ended December 31, 1999. The prospectus for each Fund
    contains more detail concerning a Fund's fees and expenses. (See "The
    Company, The Separate Account, and The Funds.")

<TABLE>
<CAPTION>
                                                             Total
                                        Management  Other    Annual
             Fund                          Fees    Expenses Expenses
      <S>                               <C>        <C>      <C>
      Cash Management Fund                 0.44%     0.01%    0.45%
      High-Yield Bond Fund                 0.50%     0.01%    0.51%
      Growth-Income Fund                   0.34%     0.01%    0.35%
      Growth Fund                          0.38%     0.01%    0.39%
      Asset Allocation Fund                0.43%     0.01%    0.44%
      International Fund                   0.55%     0.05%    0.60%
      Bond Fund                            0.51%     0.02%    0.53%
      Global Growth Fund                   0.68%     0.03%    0.71%
      U.S. Government/
       AAA-Rated Securities Fund           0.51%     0.01%    0.52%
      Global Small Capitalization Fund     0.78%     0.03%    0.81%
      New World Fund                       0.78%     0.05%    0.83%
</TABLE>

The expense information regarding the Funds was provided by those Funds. We
have not independently verified this information. We cannot guarantee that the
reimbursements provided by certain Funds will continue.


                                       7
<PAGE>

Partial Withdrawal Transaction Charge. We deduct a transaction charge equal to
the lesser of $25 or 2% of the amount withdrawn on each partial withdrawal of
amounts from the Separate Account. Currently, there are no transaction charges
imposed for transfers of amounts between Divisions. In addition, transfers and
withdrawals are subject to restrictions relative to amount and frequency. (See
"Payment and Allocation of Premiums--Allocation of Net Premiums and Cash
Value," "Policy Rights and Privileges--Surrender and Partial Withdrawals--
Transfers," and "Charges and Deductions--Partial Withdrawal Transaction
Charge.")

Policy Loans

After the first Policy Anniversary an Owner may borrow against the Cash Value
of a Policy. All outstanding Indebtedness will be deducted from proceeds
payable at the Insured's death, upon maturity, or upon surrender. We transfer a
portion of the Policy's Cash Value in each Division of the Separate Account to
which the loan is allocated to the Loan Account as security for the loan.
Therefore, a Policy Loan may have a permanent impact on the Policy's Cash Value
even if it is repaid. A Policy Loan may be repaid in whole or in part at any
time while the Policy is in force. (See "Policy Rights and Privileges--Loans,")
Loans taken from, or secured by, a Policy may in certain circumstances be
treated as taxable distributions from the Policy. Moreover, with certain
exceptions, a 10% additional income tax would be imposed on the portion of any
loan that is included in income. (See "Federal Tax Matters.")

Surrender and Partial Withdrawals

At any time that a Policy is in effect, an Owner may elect to surrender the
Policy and receive its Cash Surrender Value. An Owner may also request a
partial withdrawal of the Cash Value of the Policy. A partial withdrawal may
reduce the Face Amount and the death benefit payable under the Policy. If
Option A is in effect and the death benefit equals the Face Amount, the death
benefit will also be reduced by an amount equal to the contingent deferred
sales charge deducted, if any. (See "Policy Rights and Privileges--Surrender
and Partial Withdrawals.") Surrenders and partial withdrawals may have federal
income tax consequences. (See "Federal Tax Matters.")

Conversion Right

During the first 24 Policy Months following a Policy's Issue Date, the Owner
may convert the Policy to a life insurance policy that provides for benefits
that do not vary with the investment return of the Divisions. The Owner also
has a similar right with respect to increases in the Face Amount. (See "Policy
Rights and Privileges--Conversion Right to a Fixed Benefit Policy.")

Eligibility Change Conversion

In the event that the Insured is no longer eligible for coverage under the
Group Contract, either because the Group Contract has terminated or because the
employee is no longer employed by the Contractholder, the Individual Insurance
provided by the Policy issued in connection with the Group Contract will
continue unless the Policy is cancelled or surrendered by the Owner or there is
insufficient Cash Surrender Value to prevent the Policy from lapsing.

If a Certificate was issued in connection with the Group Contract, the
Certificate will be amended automatically to continue in force as an Individual
Policy. The new Individual Policy will provide benefits which are identical to
those provided under the Certificate. If an Individual Policy was issued in
connection with a Group Contract, the Individual Policy will continue in force
following the termination of the Group Contract. (See "Policy Rights and
Privileges--Eligibility Change Conversion.")


                                       8
<PAGE>

Illustrations

Illustrations in Appendix A show how death benefits and Cash Values may vary
based on certain hypothetical rate of return assumptions as well as assumptions
pertaining to the level of the charges. These rates are not guaranteed. They
are illustrative only and do not show past or future performance. If a Policy
is surrendered in the early Policy Years, the Cash Value payable will be low
compared to premiums accumulated with interest, and consequently the insurance
protection provided prior to surrender will be costly.

Policy Tax Compliance

We intend for the Policy to satisfy the definition of a life insurance contract
under Section 7702 of the Internal Revenue Code (the "Code"). Assuming that a
Policy qualifies as a life insurance contract under the Code, a Policy Owner
should not be taxed for receiving value from the Policy, until there is a
distribution from the Policy. Also, death benefits payable under a Policy
should be excludable from the gross income of the Beneficiary.

A Policy may be treated as a "modified endowment contract." If the Policy is a
modified endowment contract, it will affect the tax advantages offered under
the Policy. (See "Federal Tax Matters.")

Specialized Uses of the Policy

Because the Policy provides for an accumulation of Cash Value as well as a
death benefit, the Policy can be used for various individual and business
financial planning purposes. Purchasing the Policy in part for such purposes
entails certain risks. For example, if the investment performance of Divisions
to which Cash Value is allocated is poorer than expected or if sufficient
premiums are not paid, the Policy may lapse or may not accumulate sufficient
Cash Value to fund the purpose for which the Policy was purchased. Partial
withdrawals and Policy Loans may significantly affect current and future Cash
Value, Cash Surrender Value, or death benefit proceeds. Depending upon Division
investment performance and the amount of a Policy Loan, the loan may cause a
Policy to lapse. Because the Policy is designed to provide benefits on a long-
term basis, before purchasing a Policy for a specialized purpose a purchaser
should consider whether the long-term nature of the Policy is consistent with
the purpose for which it is being considered. Using a Policy for a specialized
purpose may have tax consequences. (See "Federal Tax Matters.")

Questions

If you have any questions, you may write or call the Company at 100 South
Brentwood, St. Louis, MO 63105, (314) 862-2211.

                                       9
<PAGE>

                THE COMPANY, THE SEPARATE ACCOUNT, AND THE FUNDS

The Company

Paragon Life Insurance Company is a stock life insurance company incorporated
under the laws of Missouri. We were organized in 1981 as General American
Insurance Company and on December 31, 1987, our name was changed. No change in
operations or ownership took place in connection with the name change. Our main
business is writing individual and group life insurance policies and annuity
contracts. As of December 31, 1998, it had assets in excess of $300 million. We
are admitted to do business in 49 states and the District of Columbia. Our
principal offices are at 100 South Brentwood, St. Louis, Missouri 63105 ("Home
Office"). Our Internal Revenue Service Employer Identification Number is 43-
1235869.

We are a wholly-owned subsidiary of General American Life Insurance Company
(the "Parent Company"), a Missouri life insurance company. The Parent Company
is wholly owned by GenAmerica Corporation, a Missouri general business
corporation, which is wholly owned by Metropitan Life Insurance Company, a New
York insurance company.

Guarantee. The Parent Company agrees to guarantee that we will have sufficient
funds to meet all of our contractual obligations. In the event a Policyholder
presents a legitimate claim for payment on a Paragon insurance Policy, the
Parent Company will pay such claim directly to the Policyholder if Paragon is
unable to make such payment. This guarantee, which does not have a
predetermined termination date, can be modified or ended only as to policies
not yet issued. The guarantee agreement is binding on the Parent Company, its
successor or assignee and shall end only if the guarantee is assigned to an
organization having a financial rating from Standard & Poor's equal to or
better than the Parent Company's rating. The Parent Company does not intend
that this guarantee cover the investment experience or Cash Values of the
Policy.

Ratings. We may from time to time publish in advertisements, sales literature,
and reports to Owners or Contractholders, the ratings and other information
assigned to us by one or more independent rating organizations such as A. M.
Best Company, Standard & Poor's, and Duff & Phelps. The purpose of the ratings
is to reflect our financial strength and/or claims paying ability and should
not be considered as bearing on the investment performance of assets held in
the Separate Account. Each year the A. M. Best Company reviews the financial
status of thousands of insurers, culminating in the assignment of Best's
ratings. These ratings reflect Best's current opinion of the relative financial
strength and operating performance of an insurance company in comparison to the
norms of the life/health insurance industry. In addition, the claims paying
ability of the Company as measured by Standard & Poor's Insurance Ratings
Services or Duff & Phelps may be referred to in advertisements or sales
literature or in reports to Owners or Contractholders. These ratings are
opinions of an operating insurance company's financial capacity to meet the
obligations of its insurance policies in accordance with their terms. These
ratings do not reflect the investment performance of the Separate Account or
the degree of risk associated with an investment in the Separate Account.

Advertisements. We also may include in advertisements and other literature
certain rankings assigned to us by the National Association of Insurance
Commissioners ("NAIC"), and our analyses of statistical information produced by
the NAIC. These rankings and analyses of statistical information may describe,
among other things, our growth, premium income, investment income, capital
gains and losses, policy reserves, policy claims, and life insurance in force.
Our use of such rankings and statistical information is not an endorsement by
the NAIC.

Advertisements and literature prepared by the Company also may include
discussions of taxable and tax-deferred investment programs (including
comparisons based on selected tax brackets), alternative investment vehicles,
and general economic conditions.


                                       10
<PAGE>

The Separate Account

We established Separate Account A (the "Separate Account") as a separate
investment account on October 30, 1987 under Missouri law. The Separate Account
receives and invests the net premiums paid under the Policies. In addition, the
Separate Account receives and invests net premiums for other flexible premium
variable life insurance policies issued by us.

The Separate Account is divided into Divisions. Each Division will invest in
Funds as shown on the cover page of this Prospectus. Income and both realized
and unrealized gains or losses from the assets of each Division of the Separate
Account are credited to or charged against that Division without regard to
income, gains, or losses from any other Division of the Separate Account or
arising out of any other business the Company may conduct.

Although the assets of the Separate Account are the property of the Company,
the assets in the Separate Account equal to the reserves and other liabilities
of the Separate Account are not chargeable with liabilities arising out of any
other business which the Company may conduct. The assets of the Separate
Account are available to cover the general liabilities of the Company only to
the extent that the Separate Account's assets exceed its liabilities arising
under the Policies. From time to time, these excess assets may be transferred
out of the Separate Account and included in the Company's general assets.
Before making any such transfers, the Company will consider any possible
adverse impact the transfer may have on the Separate Account.

The Separate Account has been registered with the Securities and Exchange
Commission ("SEC" or "Commission") as a unit investment trust under the
Investment Company Act of 1940 (the "1940 Act") and meets the definition of a
"separate account" under federal securities laws. Registration with the SEC
does not involve supervision of the management or investment practices or
policies of the Separate Account or the Company by the Commission.

The Funds

The Separate Account invests in shares of American Variable Insurance Series
(referred to as the "American Series"), a series-type mutual fund registered
with the SEC as open-end, diversified management investment company. Only the
funds described in this section of the prospectus are currently available as
investment choices of the policies even though additional Funds may be
described in the prospectus for the American Variable Insurance Series. The
assets of each Portfolio used by the Policies are held separate from the assets
of the other Portfolios, and each Portfolio has investment objectives and
policies which are generally different from those of the other Portfolios. The
income or losses of one Portfolio generally have no effect on the investment
performance of any other Portfolios.

The investment objectives and policies of certain Portfolios are similar to the
investment objectives and policies of other portfolios. The investment results
of the Portfolios may differ from the results of these other portfolios. There
can be no guarantee, and no representation is made, that the investment results
of any of the Portfolios will be comparable to the investment results of any
other portfolio.

The following summarizes the investment policies of each Portfolio:

 .Cash Management Fund

The Fund seeks to provide you an opportunity to earn income on your cash
reserves while preserving the value of your investment and maintaining
liquidity by investing in a diversified selection of high quality money market
instruments. The prices of money market instruments may be affected by
unfavorable political, economic, or governmental developments that could affect
the repayment of principal or the payment of interest.

                                       11
<PAGE>

 .High-Yield Bond Fund

The Fund seeks to provide you with a high level of current income and
secondarily capital appreciation by investing primarily in lower quality debt
securities (rated Ba and BB or below by Moody's Investors Services, Inc. or
Standard & Poor's Corporation or unrated but determined to be of equivalent
quality), including those of non-U.S. issuers. The fund may also invest in
equity securities and securities that have both equity and debt characteristics
that provide an opportunity for capital appreciation.

 .Growth-Income Fund

The Fund seeks to make your investment grow and provide you with income over
time by investing primarily in common stocks or other securities which
demonstrate the potential for appreciation and/or dividends. The fund may also
invest up to 10% of its assets in securities of issuers domiciled outside the
U.S. and not included in the Standard & Poor's 500 Composite Index.

 .Growth Fund

The Fund seeks to make your investment grow by investing primarily in common
stocks of companies that appear to offer superior opportunities for growth of
capital. The fund may also invest up to 15% of its assets in equity securities
of issuers domiciled outside the U.S. and Canada and not included in the
Standard & Poor's 500 Composite Index.

 .Asset Allocation Fund

The Fund seeks to provide you with high total return (including income and
capital gains) consistent with preservation of capital over the long-term by
investing in a diversified portfolio of common stocks and other equity
securities, bonds and other intermediate and long-term debt securities, and
money market instruments. The fund may also invest up to 10% of its assets in
equity securities of issuers domiciled outside the U.S. and not included in the
Standard & Poor's 500 Composite Index, and up to 5% of its assets in debt
securities on non-U.S. issuers.

 .International Fund

The Fund seeks to make your investment grow over time by investing primarily in
common stocks of companies located outside the United States (at least 65%
under normal circumstances).

 .Bond Fund

The Fund seeks to maximize your level of current income and preserve your
capital by investing primarily in bonds. The fund is designed for investors
seeking income and more price stability than stocks, and capital preservation
over the long-term.

 .Global Growth Fund

The Fund seeks to make your investment grow over time by investing primarily in
common stocks of companies located around the world. The fund normally will
invest in issuers domiciled in at least three countries.

 .U.S. Government/AAA-Rated Securities Fund

The Fund seeks to provide you with a high level of current income, as well as
preserve your investment. The fund invests primarily in securities that are
guaranteed by the "full faith and credit" pledge of the U.S. Government and
securities that are rate AAA or Aaa by Moody's Investor's Services or Standard
& Poor's Corporation or unrated but determined to be of equivalent quality. The
fund may also invest a significant portion of its assets insecurities backed by
pools of mortgages (also called "mortgage-backed" securities).

 .Global Small Capitalization Fund

The Fund seeks to make your investment grow over time by investing primarily in
stocks of smaller companies located around the world that typically have market
capitalizations of $50 million to $1.5 billion.

                                       12
<PAGE>


 .New World Fund

The Fund seeks to make your investment grow over time by investing primarily in
stocks of companies with significant exposure to countries with developing
economies and/or markets. The fund may invest up to 25% of its assets in debt
securities of issuers primarily based in qualified countries which have
developing economies and/or markets.

There is no assurance that any of the Funds will achieve its stated objective.
More detailed information, including a description of risks, is in the
prospectus for the Funds, which must accompany or precede this Prospectus and
which should be read carefully. Please also refer to the "Annual Expenses of
the Funds" information of this Prospectus for a list of the Funds' annual
expenses.

Agreements. We have entered into or may enter into arrangements with certain
Funds pursuant to which we receive a fee based upon an annual percentage of the
average net asset amount invested by us on behalf of the Separate Account and
other separate accounts of the Company. These arrangements vary among the Funds
and are entered into because of administrative services provided by the
Company.

Resolving Material Conflicts. All of the Funds are also available to registered
separate accounts of other insurance companies offering variable annuity and
variable life insurance products. As a result, there is a possibility that a
material conflict may arise between the interests of Owners of Policies and of
Owners of Policies whose Cash Values are allocated to other separate accounts
investing in the Funds. In the event a material conflict arises, the Company
will take any necessary steps, including removing the assets of the Separate
Account from one or more of the Funds, to resolve the matter.

Addition, Deletion, or Substitution of Investments. We reserve the right,
subject to compliance with applicable law, to make additions to, deletions
from, or substitutions for the shares of the Funds that are held by the
Separate Account or that the Separate Account may purchase. We reserve the
right to (1) eliminate the shares of any of the Funds and (2) substitute shares
of another fund if the shares of a Fund are no longer available for investment,
or further investment in any Fund becomes inappropriate in view of the purposes
of the Separate Account. We will not substitute any shares without notice to
the Owner and prior approval of the SEC, to the extent required by the 1940 Act
or other applicable law, as required

We also reserve the right to establish additional Divisions of the Separate
Account. We will establish new Divisions when marketing needs or investment
conditions warrant. Any new Division will be made available to existing Owners
on a basis to be determined by the Company. To the extent approved by the SEC,
we may also:

  . Eliminate or combine one or more Divisions;

  . Substitute one Division for another Division; or

  . Transfer assets between Divisions if marketing, tax, or investment
    conditions warrant.

We may make changes in the Policy by appropriate endorsement in the event of a
substitution or change. We will notify all Owners of any such changes.

If we deem it to be in the best interests of persons having voting rights under
the Policy, and to the extent any necessary SEC approvals or Owner votes are
obtained, the Separate Account may be:

  (a) operated as a management company under the 1940 Act;

  (b) deregistered under that Act in the event such registration is no longer
  required; or

  (c) combined with other separate accounts of the Company.

To the extent permitted by applicable law, we may transfer the assets of the
Separate Account associated with the Policy to another separate account.

                                       13
<PAGE>

We cannot guarantee that the shares of the Funds will always be available. The
Funds each sell shares to the Separate Account in accordance with the terms of
a participation agreement between the Fund distributors and us. Should this
agreement terminate or should shares become unavailable for any other reason,
the Separate Account will not be able to purchase the existing Fund shares.
Should this occur, we will be unable to honor Owner requests to allocate Cash
Values or premium payments to the Divisions of the Separate Account investing
in such shares. In the event that a Fund is no longer available, we will take
reasonable steps to obtain alternative investment options.

                       PAYMENT AND ALLOCATION OF PREMIUMS

Issuance of a Policy

We will generally issue a Group Contract to employers whose employees and/or
their spouses may become Owners (and/or Insureds) under the Group Contract so
long as the employee is within the class of employees eligible to be included
in the Group Contract. The class(es) of employees covered by a particular Group
Contract are set forth in that Group Contract's specifications pages.

The Group Contract will be issued upon receipt of an application for a Group
Contract signed by an appropriate officer of the employer and acceptance by us
at our Home Office. (See "General Provisions of the Group Contract--Issuance.")
Individuals (i.e., eligible employees and/or their spouses) wishing to purchase
a Policy, whether under a Group Contract or an employer-sponsored insurance
program, must complete the appropriate application for Individual Insurance and
submit it to our authorized representative or us at our Home Office. We will
issue to each Contractholder either a Certificate or an Individual Policy to
give to each Owner.

Individual Policies, rather than Certificates, will be issued

  (1) to independent contractors of the employer;

  (2) to persons who wish to continue coverage after a Group Contract has
  terminated;

  (3) to persons who wish to continue coverage after they no longer are
  employed by the Group Contractholder;

  (4) if state law restrictions make issuance of a Group Contract
  impracticable; or

  (5) if the employer chooses to use an employer-sponsored insurance program
  that does not involve a Group Contract.

Issue Ages. A Policy generally will be issued only to Insureds of Issue Ages 17
through 70 who supply satisfactory evidence of insurability. We may issue
Policies to individuals falling outside the Issue Ages or decline to issue
Policies to individuals within the Issue Ages.

Employee Eligibility. In order for an employee to be eligible to purchase a
Policy, the employee must be actively at work at the time the application for
Individual Insurance is signed. In addition, the Contractholder may determine
specific classes to which the employee must belong to be eligible to purchase a
Policy. "Actively at work" means that the employee must work for the
Contractholder or sponsoring employer at the employee's usual place of work (or
such other places as required by the Contractholder or sponsoring employer) in
the course of such work for the full number of hours and the full rate of pay,
as set by the employment practices of the employer. Ordinarily the time worked
per week must not be less than 30 hours. However, we reserve the right to waive
or modify the "actively at work" requirement at our discretion.

In addition, the Contractholder may require that an employee must be employed
by the employer as of a certain date or for a certain period of time. We will
set forth this date or time period in the Group Contract specifications pages.
Employees of any Associated Companies of the Contractholder will be considered
employees of the Contractholder. We may also allow an individual who is an
independent contractor working

                                       14
<PAGE>

primarily for the sponsoring employer to be considered an eligible employee. An
independent contractor may receive an Individual Policy rather than a
Certificate depending upon state law applicable to the contracts. An employee
may include a partner in a partnership if the employer is a partnership.

Guaranteed Issue. We will issue the Policy and any children's insurance rider
applied for by the employee pursuant to our guaranteed issue procedure. We
offer the guaranteed issue procedure only when an employee is given the
opportunity to purchase a Policy for the first time. Under this procedure the
employee is required to answer qualifying questions in the application for
Individual Insurance, but is not required to submit to a medical or paramedical
examination. The maximum Face Amount that an employee can generally apply for
under the guaranteed issue procedure ("Guaranteed Issue Amount") is three times
the employee's salary up to a ceiling that is based on the number of eligible
employees under a Group Contract or other employer-sponsored insurance program.
We may offer guaranteed issue with Executive Programs or Corporate Programs
depending upon the number of eligible employees or if other existing insurance
coverage is cancelled.

Simplified Underwriting. The employee must submit to a simplified underwriting
procedure requiring the employee to respond satisfactorily to certain health
questions in the application:

  . where the Face Amount exceeds the guaranteed issue limits;

  . where the Policy has been offered previously to the employee;

  . where the guaranteed issue requirements set forth in the application for
    Individual Insurance are not met; or

  . in connection with certain programs that may be offered without
    guaranteed issue.

A blood test may be required. This requirement is generally applicable only to
Executive Programs Programs.

Simplified underwriting must be followed in connection with the issuance of any
children's rider, if the employee is not eligible for guaranteed issue
underwriting, or, (even when the employee is eligible) if the child does not
satisfy the guaranteed issue requirements set forth in the application for
Individual Insurance.

Acceptance of an application is always subject to our underwriting rules, and
we reserve the right to reject an application for any reason.

Employee's Spouse. If a Policy is to be issued to a spouse, the appropriate
application for Individual Insurance must be supplied. We will subject the
spouse to the simplified underwriting procedure described above. Guaranteed
issue is not available. We generally do not offer spouse coverage under
Executive Program Policies or Corporate Program Policies.

Issue Date. The Issue Date is the effective date for all coverage provided in
the original application for Individual Insurance. The Issue Date is used to
determine Policy Anniversaries, Policy Years, and Policy Months. A Policy will
not take effect until:

  . the appropriate application for Individual Insurance is signed;

  . the initial premium has been paid prior to the Insured's death;

  . the Insured is eligible for it; and

  . the information in the application is determined to be acceptable to the
    Company.

Interim Insurance. Interim Insurance in the amount of insurance applied for may
be available prior to the issuance of a Policy which is being underwritten on a
guaranteed issue basis up to the Guaranteed Issue Amount. If available, interim
insurance will start as of the date of the application. Interim insurance ends
on the earliest of the following dates:

  . the date insurance begins on the Policy applied for;

  . the date a Policy other than the Policy applied for is offered to the
    applicant;

                                       15
<PAGE>

  . the date the Company notifies the applicant that the application for any
    proposed Insured is declined;

  . 60 days from the date of application; or

termination of employment with the Contractholder or sponsoring employer.

Premiums

The initial premium is due on the Issue Date, and usually will be paid by the
Contractholder or employer on behalf of the Owner. The Company requires that
the initial premium for a Policy be at least equal to one-twelfth ( 1/12) of
the planned annual premium for the Policy set forth in the specifications
pages. The planned annual premium is an amount specified for each Policy based
on the requested initial Face Amount, the Issue Age of the Insured and the
charges under the Policy. (See "Charges and Deductions.") The Owner is not
required to pay premiums equal to the planned annual premium.

We will apply premiums paid by a Contractholder or sponsoring employer or
designated payor to a Policy as of the Valuation Date we receive the prmeiums.
Premiums will be "received" on a Valuation Date when we receive supporting
documentation necessary for us to determine the amount of premium per Policy
and the cash premium.

Planned Premium Payments. After the initial premium, and subject to the
limitations described below, premiums may be paid in any amount and at any
interval. Under Group Contracts and Individual Policies issued in connection
with other employer-sponsored insurance programs, the planned annual premium
usually will be paid by the Contractholder or sponsoring employer on behalf of
the Owner pursuant to a planned premium payment schedule. A planned premium
payment schedule provides for premium payments in a level amount at fixed
intervals (usually monthly) agreed to by the Contractholder or employer and us.

The amount of the premiums paid by the sponsoring employer or Contractholder
will be equal to the amount authorized by the employee. The Owner may skip
planned premium payments. Failure to pay one or more planned premium payments
will not always cause the Policy to lapse. The Policy will lapse if the Cash
Surrender Value is insufficient to cover the next Monthly Deduction. (See
"Payment and Allocation of Premiums--Policy Lapse and Reinstatement.")

Unscheduled Premiums. In addition to any planned payments made, an Owner may
make unscheduled premium payments at any time and in any amount, subject to the
minimum and maximum premium limitations described below. The payment of an
unscheduled premium payment may have Federal income tax consequences. (See
"Federal Tax Matters.") As mentioned above, an Owner may also skip planned
premium payments. Therefore, unlike conventional insurance policies, a Policy
does not obligate the Owner to pay premiums in accordance with a rigid and
inflexible premium schedule.

Continuance of Insurance. Failure of the Contractholder to pay the planned
premium payments authorized by its employees may cause the Group Contract to
terminate. (See "General Provisions of the Group Contract--Termination.")
Provided that there is sufficient Cash Surrender Value to prevent the Policy
from lapsing, the Individual Insurance provided will automatically continue in
the event of Group Contract termination. (See "Policy Rights and Privileges--
Eligibility Change Conversion.") Individual Insurance will also continue if the
employee's employment with the Contractholder or sponsoring employer
terminates. In either circumstance, an Owner of an Individual Policy (or a
Certificate converted by amendment to an Individual Policy) will establish a
new schedule of planned premiums. The new schedule will have the same planned
annual premium, and the payment intervals will be no more frequent than
quarterly. In Corporate Programs, there will generally be no change in planned
or scheduled premiums upon discontinuing the employment of an Insured.

Premium Limitations. Every premium payment paid must be at least $20. Total
premiums paid under a Policy may not exceed the current maximum premium
limitations established by federal tax laws in any Policy Year. The maximum
premium limitation for a Policy Year is the sum of the premiums paid under the
Policy that will

                                       16
<PAGE>

not at any time exceed the guideline premium limitations referred to in Section
7702(c) of the Internal Revenue Code of 1986. If at any time a premium is paid
which would result in total premiums exceeding the current maximum premium
limitation, we will accept only that portion of the premium which will make
total premiums equal the maximum. Any part of the premium in excess of the
maximum premiums will be returned directly to the Owner within 60 days of the
end of the Policy Year in which payment is received (unless we agree) and no
further premiums will be accepted until allowed by the current maximum premium
limitations prescribed by Federal tax law. See "Federal Tax Matters" for a
further explanation of premium limitations.

Section 7702A creates an additional premium limitation, which, if exceeded, can
change the tax status of a Policy to that of a "modified endowment contract." A
modified endowment contract is a life insurance contract, from which
withdrawals are treated (for tax purposes) (1) as a distribution of any taxable
income under the contract, and (2) as a distribution of nontaxable investment
in the contract. Also, such withdrawals may be subject to a 10% federal income
tax penalty. We have adopted administrative steps designed to notify an Owner
when we believe that a premium payment will cause a Policy to become a modified
endowment contract. Owner will be given a limited amount of time to request
that the premium be reversed in order to avoid the Policy's classification as a
modified endowment contract. (See "Federal Tax Matters.")

Allocation of Net Premiums and Cash Value

Net Premiums. The net premium equals:

  (1) the premium paid; less

  (2) the premium expense charge;

  (3) any charge to compensate us for anticipated higher corporate income
  taxes resulting from the sale of a Policy; and

  (4) the premium tax charge. (See "Charges and Deductions--Sales Charges.")

Allocation of Net Premiums. In the application for a Policy, the Owner
indicates how net premiums are to be allocated among the 10 Divisions of the
Separate Account. Beginning with the initial premium payment, all premiums will
be allocated in accordance with the Owner's instructions upon our receipt of
the premiums. However, the minimum percentage, of any allocation to a Division
is 10 percent of the net premium, and fractional percentages may not be used.

The allocation for future net premiums may be changed without charge at any
time by providing notice in writing directly to us. Any change in allocation
will take effect immediately upon our receipt of the written notification. No
charge is imposed for changing the allocations of future net premiums.

The Policy's Cash Value also may be transferred between the Divisions of the
Separate Account. (See "Policy Rights and Privileges--Transfers.")

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

Policy Lapse and Reinstatement

Lapse. Unlike conventional life insurance policies, the failure to make a
premium payment following the initial premium payment will not itself cause a
Policy to lapse. However, a Policy can lapse even if planned premiums have been
paid. Lapse will occur only when the Cash Surrender Value is insufficient to
cover the monthly deduction, and a grace period expires without a sufficient
payment being made. (See also "General Provisions of the Group Contract--Grace
Period--Termination.") Thus, the payment of premiums in any amount does not
guarantee that the Policy will remain in force until the Maturity Date.

                                       17
<PAGE>

The grace period, which is 62 days, begins on the Monthly Anniversary on which
the Cash Surrender Value is not enough to cover the next monthly deduction,
premium expense charge, and premium tax charge. We will notify the Owner at the
beginning of the grace period by mail. The notice will specify the amount of
premium required to keep the Policy in force and the date the payment is due.
Subject to minimum premium requirements, the amount of the premium required to
keep the Policy in force will be the amount of the current monthly deduction.
(See "Charges and Deductions.") If the Company does not receive the required
amount within the grace period, the Policy will lapse and terminate without
Cash Value. If the Insured dies during the grace period, any overdue monthly
deductions will be deducted from the death benefit payable.

Reinstatement. The Owner may reinstate a lapsed Policy by written application
at any time within five years after the date of lapse and before the Maturity
Date. The right to reinstate a lapsed Policy will not be affected by the
termination of a Group Contract or the termination of an employee's employment
during the reinstatement period. Reinstatement is subject to the following
conditions:

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

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

  . Payment or reinstatement of any Indebtedness. Any Indebtedness reinstated
    will cause a Cash Value of an equal amount also to be reinstated.

Any loan paid at the time of reinstatement will cause an increase in Cash Value
equal to the amount of the repaid loan. The Policy cannot be reinstated if it
has been surrendered. The amount of Cash Value on the date of reinstatement
will be equal to the amount of any Indebtedness reinstated, increased by the
net premiums paid at reinstatement and any loans paid at the time of
reinstatement.

The effective date of reinstatement will be the date of our approval of the
application for reinstatement. There will be a full monthly deduction for the
Policy Month that includes that date.

                                POLICY BENEFITS

Death Benefit

As long as the Policy remains in force, we will, (upon proof of the Insured's
death), pay the death benefit proceeds of a Policy in accordance with the death
benefit option in effect at the time of the Insured's death. Payment of death
benefit proceeds will not be affected by termination of the Group Contract,
employer-sponsored insurance program or by termination of an employee's
employment.

If a rider permitting the accelerated payment of death benefit proceeds has
been added to the Policy, the death benefit may be paid in a single sum prior
to the death of the Insured and may be less than otherwise would be paid upon
the death of the Insured. (See "General Matters Relating to the Policy--
Additional Insurance Benefits.")

The amount of the death benefit proceeds payable will be determined at the end
of the Valuation Period during which the Insured's death occurred. The proceeds
may be paid in a single sum or under one or more of the settlement options set
forth in the Policy. (See "Policy Rights and Privileges--Payment of Policy
Benefits.") Death benefit proceeds will be paid to the surviving Beneficiary or
Beneficiaries specified in the application or as subsequently changed.

The Policy provides two death benefit options: a "Level Type" death benefit
("Option A") and an "Increasing Type" death benefit ("Option B"). Option B
generally will be the only option presented. The

                                       18
<PAGE>

death benefit under either option will never be less than the current Face
Amount of the Policy as long as the Policy remains in force. (See "Payment and
Allocation of Premiums--Policy Lapse and Reinstatement.") The minimum Face
Amount currently is $25,000. The maximum Face Amount is generally $500,000.
However, in connection with a particular Group Contract or employer sponsored
insurance program, we may establish a substantially higher Face Amount for
Policies issued under that Contract or program.

Option A. Under Option A, the death benefit is:

  (1) the current Face Amount of the Policy or, if greater,

  (2) the applicable percentage of Cash Value on the date of death.

The applicable percentage is 250% for an Insured Attained Age 40 or below on
the Policy Anniversary prior to the date of death. For Insureds with an
Attained Age over 40 on that Policy Anniversary, the percentage is lower and
declines with age as shown in the Applicable Percentage Table below. Under
Option A the death benefit will remain level at the Face Amount unless the
applicable percentage of Cash Value exceeds the current Face Amount, in which
case the amount of the death benefit will vary as the Cash Value varies. Owners
who prefer to have favorable investment performance reflected in higher Cash
Value for the same Face Amount, rather than increased death benefit, generally
should select Option A.

                          APPLICABLE PERCENTAGE TABLE

<TABLE>
<CAPTION>
                         Applicable
Attained Age             Percentage
- ------------             ----------
<S>                      <C>
40......................    250%
41......................    243
42......................    236
43......................    229
44......................    222
45......................    215
46......................    209
47......................    203
48......................    197
49......................    191
50......................    185
51......................    178
52......................    171
53......................    164
54......................    157
55......................    150
56......................    146
57......................    142
58......................    138
59......................    134
60......................    130
</TABLE>
<TABLE>
<CAPTION>
                         Applicable
Attained Age             Percentage
- ------------             ----------
<S>                      <C>
61......................    128%
62......................    126
63......................    124
64......................    122
65......................    120
66......................    119
67......................    118
68......................    117
69......................    116
70......................    115
71......................    113
72......................    111
73......................    109
74......................    107
75 to 90................    105
91......................    104
92......................    103
93......................    102
94......................    101
95 or older.............    100
</TABLE>

The applicable percentages in the foregoing table are based on federal tax law
requirements described in Section 7702(d) of the Code. The Company reserves the
right to alter the applicable percentage to the extent necessary to comply with
changes to Section 7702(d) or any successor provision thereto.

Option B. Under Option B, the death benefit is equal to:

  (1) the current Face Amount plus the Cash Value of the Policy or, if
  greater,

  (2) the applicable percentage of the Cash Value on the date of death. The
  applicable percentage is the same as under Option A.

                                       19
<PAGE>

Under Option B, the amount of the death benefit will always vary as the Cash
Value varies (but will never be less than the Face Amount).

Owners who prefer to have favorable investment performance reflected in higher
death benefits for the same Face Amount generally should select Option B. All
other factors equal, for the same premium dollar, Option B provides lower
initial Face Amount resulting in earlier cash accumulation.

Change in Death Benefit Option. After the first Policy Anniversary, the Owner
may change the death benefit option. We reserve the right to limit the number
of changes in death benefit options to one each Policy Year. A request for a
change must be made directly to us in writing. The effective date of such a
change will be the Monthly Anniversary on or following the date we receive the
change request.

If the death benefit option is changed from Option A to Option B, the Face
Amount after the change will equal the Face Amount before the change less the
Cash Value on the effective date of the change. Satisfactory evidence of
insurability must be submitted directly to us with a request for a change from
Option A to Option B. This change may not be made if it would result in a Face
Amount of less than $25,000.

If the death benefit option is changed from Option B to Option A, the Face
Amount after the change will equal the Face Amount before the change plus the
Cash Value on the effective date of change.

A change in death benefit option will not in itself result in an immediate
change in the amount of a Policy's death benefit or Cash Value. No charges will
be imposed upon a change from death benefit Option B to Option A. Changing from
Option A to Option B, however, will result in a decrease in the Face Amount
which may, in turn, result in a contingent deferred sales charge. This
contingent deferred sales charge will be assessed on the decrease in Face
Amount in the same manner as it would be assessed on a requested decrease in
Face Amount. In addition, if, prior to or accompanying a change in the death
benefit option, there has been an increase in the Face Amount, the cost of
insurance charge may be different for the increased amount. (See "Charges and
Deductions--Monthly Deduction--Cost of Insurance.")

No change in death benefit option will be permitted that results in the death
benefit under a Policy being included in gross income because the federal tax
law requirements are not satisfied. (See "Federal Tax Matters.")

Change in Face Amount. Subject to certain limitations set forth below, an Owner
may increase or decrease the Face Amount of a Policy (without changing the
death benefit option) after the first Policy Anniversary. A written request for
a change in the Face Amount must be sent directly to us. A change in Face
Amount may affect the cost of insurance rate and the net amount at risk, both
of which affect an Owner's cost of insurance charge. (See "Charges and
Deductions--Monthly Deduction--Cost of Insurance.") In addition, a change in
Face Amount may have federal income tax consequences. (See "Federal Tax
Matters.")

Face Amount Decreases. Any decrease in the Face Amount will become effective on
the Monthly Anniversary on or following our receipt of the written request. The
amount of the requested decrease must be at least $5,000 and the Face Amount
remaining in force after any requested decrease may not be less than the
minimum amount Face Amount, generally $25,000. If, following a decrease in Face
Amount, the Policy would not comply with the maximum premium limitations
required by federal tax law (see "Payment and Allocation of Premiums"), the
decrease may be limited or Cash Value may be returned to the Owner (at the
Owner's election), to the extent necessary to meet those requirements. A
decrease in the Face Amount will reduce the Face Amount in the following order:

  (1) The Face Amount provided by the most recent increase;

  (2) The next most recent increases successively; and

  (3) The initial Face Amount.

                                       20
<PAGE>

This order of reduction will be used to determine the amount of subsequent cost
of insurance charges (see "Charges and Deductions--Monthly Deduction--Cost of
Insurance"), and whether an in what amount a contingent deferred sales charge
will be deducted. If the decrease in Face Amount is made against coverage that
has been in effect for less than ten years and if the Policy provides for a
contingent deferred sales charge, then such charge will be assessed against all
Divisions proportionately. (See "Charges and Deductions--Sales Charges--
Contingent Deferred Sales Charge.")

Face Amount Increases. For an increase in the Face Amount, we require that
satisfactory evidence of insurability be submitted. If approved, the increase
will become effective on the Monthly Anniversary on or following receipt of the
satisfactory evidence of insurability. In addition, the Insured must have an
Attained Age of 80 or less on the effective date of the increase. The amount of
the increase may not be less than $5,000. The Face Amount may not be increased
more than the maximum Face Amount for that Policy, generally $500,000. However,
in connection with a particular Group Contract or employer-sponsored insurance
program, we may establish a substantially higher Face Amount for Policies
issued under that Contract or program. Although an increase need not
necessarily be accompanied by additional premium, the Cash Surrender Value in
effect immediately after the increase must be sufficient to cover the next
monthly deduction. (See "Charges and Deductions--Monthly Deduction.") An
increase in the Face Amount may result in certain additional charges. (See
"Charges and Deductions.")

Cancellation of an Increase. An increase in Face Amount may be cancelled within
the later of:

  . 20 days from the date the Owner received the new Policy specifications
    page for the increase;

  . within 10 days of mailing the right to cancellation notice to the Owner;
    or

  . within 45 days after the application for an increase was signed.

Upon cancellation, any additional charges, which would not have been assessed
without the increase, will be refunded to the Owner if requested. If a request
for a refund is not made, the charges will be restored to the Policy's Cash
Value and allocated to Divisions in the same manner as they were deducted. Any
contingent deferred sales charge will also be reduced to the amount that would
have been in effect absent the increase. Premiums paid following an increase in
Face Amount and prior to the time the right to cancel the increase expires will
become part of the Policy's Cash Value and will not be subject to refund. (See
"Policy Rights and Privileges--Right to Examine Policy.")

Methods of Affecting Insurance Protection. An Owner may increase or decrease
the pure insurance protection provided by a Policy--the difference between the
death benefit and the Cash Value--in several ways as insurance needs change.
Examples include increasing or decreasing the Face Amount, changing the level
of premium payments, and, to a lesser extent, making partial withdrawals from
the Policy. Although the consequences of each of these methods will depend upon
the individual circumstances, they may be generally summarized as follows:

  (a) A decrease in the Face Amount will, subject to the applicable
  percentage limitations (see "Policy Benefits--Death Benefit"), decrease the
  pure insurance protection and the cost of insurance charges under the
  Policy without reducing the Cash Value.

  (b) An increase in the Face Amount may increase the amount of pure
  insurance protection, depending on the amount of Cash Value and the
  resultant applicable percentage limitation. If the insurance protection is
  increased, the Policy charges generally will increase as well.

  (c) An increased level of premium payments will reduce the pure insurance
  protection if Option A is in effect. However, when the applicable
  percentage of Cash Value exceeds either the Face Amount (if Option A is in
  effect) or the Cash Value plus the Face Amount (if Option B is in effect),
  increased premium payments will increase the pure insurance protection.
  Increased premiums should also increase the amount of funds available to
  keep the Policy in force.

                                       21
<PAGE>

  (d) A reduced level of premium payments generally will increase the amount
  of pure insurance protection, depending on the applicable percentage
  limitations. If the reduced level of premium payments is insufficient to
  cover monthly deductions or to offset negative investment performance, Cash
  Value may also decrease, which in turn will increase the possibility that
  the Policy will lapse. (See "Payment and Allocation of Premiums--Policy
  Lapse and Reinstatement.")

  (e) A partial withdrawal will reduce the death benefit. (See "Policy Rights
  and Privileges--Surrender and Partial Withdrawals.") However, it only
  affects the amount of pure insurance protection and cost of insurance
  charges if the death benefit before or after the withdrawal is based on the
  applicable percentage of Cash Value, because otherwise the decrease in the
  death benefit is offset by the amount of Cash Value withdrawn. The primary
  use of a partial withdrawal is to withdraw Cash Value.

Payment of Death Benefit Proceeds. Death benefit proceeds under the Policy
ordinarily will be paid within seven days after we receive all documentation
required. Payment may, however, be postponed in certain circumstances. (See
"General Matters Relating to the Policy--Postponement of Payments.") The Owner
may decide the form in which the proceeds will be paid. During the Insured's
lifetime, the Owner may arrange for the death benefit proceeds to be paid in a
single sum or under one or more of the optional methods of settlement described
below. The death benefit will be increased by the amount of the monthly cost of
insurance for the portion of the month from the date of death to the end of the
month, and reduced by any outstanding Indebtedness. (See "General Matters
Relating to the Policy--Additional Insurance Benefits," and "Charges and
Deductions.")

When no election for an optional method of settlement is in force when the
Insured dies, the Beneficiary may select one or more of the optional methods of
settlement at any time before death benefit proceeds are paid. (See "Policy
Rights and Privileges--Payment of Policy Benefits.")

An election or change of method of settlement must be in writing. A change in
Beneficiary revokes any previous settlement election. Once payments have begun,
the settlement option may not be changed.

Cash Value

The Cash Value of the Policy is equal to the total of the Policy's Cash Value
in the Separate Account and the Loan Account. The Policy's Cash Value in the
Separate Account will reflect:

  . the investment performance of the chosen Divisions;

  . the frequency and amount of net premiums paid;

  . transfers;

  . partial withdrawals;

  . Policy Loans;

  . Loan account interest rate credited; and

  . the charges assessed in connection with the Policy.

An Owner may at any time surrender the Policy and receive the Policy's Cash
Surrender Value. (See "Policy Rights and Privileges--Surrender and Partial
Withdrawals.") There is no guaranteed minimum Cash Value.

Determination of Cash Value. Cash Value is determined on a daily basis. On the
Investment Start Date, the Cash Value in a Division will equal the portion of
any net premium allocated to the Division, reduced by the portion of the
monthly deductions due from the Issue Date through the Investment Start Date
allocated to that Division. Depending upon the length of time between the Issue
Date and the Investment Start Date, this amount

                                       22
<PAGE>

may be more than the amount of one monthly deduction. (See "Payment and
Allocation of Premiums.") Thereafter, on each Valuation Date, the Cash Value in
a Division will equal:

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

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

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

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

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

  (6) Any amounts transferred from the Division during the current Valuation
  Period (including amounts securing Policy Loans) plus transfer charges if
  any; minus

  (7) Any partial withdrawals plus any partial withdrawal transaction charge,
  from the Division during the current Valuation Period; minus

  (8) Any contingent deferred sales charges incurred during the current
  Valuation Period in connection with a partial withdrawal or decrease in
  Face Amount allocated to the Division; minus

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

The Policy's Cash Value in the Separate Account equals the sum of the Policy's
Cash Values in each Division.

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

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

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

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

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

  (5) A charge not to exceed .0024547% of the net assets for each day in the
  Valuation Period. This corresponds to 0.90% per year for mortality and
  expense risks; divided by

  (6) The value of the assets at the end of the preceding Valuation Period.

                                       23
<PAGE>

The Company may use an equivalent method to determine Cash Value in each
Division on each Valuation Date in lieu of the Net Investment Factor method.
This method directly determines the units of Cash Value in each Division and
the corresponding unit value. Unit value is obtained as follows:

  (1) The value of assets in a Division are obtained by multiplying shares
  outstanding by the net asset value as of the Valuation Date; minus

  (2) A reduction based upon a charge not to exceed .0024547% of the net
  assets for each day in the Valuation Period is made (This corresponds to
  0.90% per year for mortality and expense risk charge); divided by

  (3) Aggregate units outstanding in the Division at the end of the preceding
  Valuation Period.

                          POLICY RIGHTS AND PRIVILEGES

              Exercising Rights and Privileges Under the Policies

Owners of Policies issued under a Group Contract may exercise their rights and
privileges under the Policies (i.e., make transfers, change premium
allocations, borrow, etc.) by directly notifying us in writing at our Home
Office. We will send all reports and other notices described herein or in the
Policy directly to the Owner.

Loans

Loan Privileges. After the first Policy Anniversary, the Owner may, by written
request directly to us, borrow an amount up to the Loan Value of the Policy,
with the Policy serving as sole security for such loan. The Loan Value is equal
to (a) minus (b) minus (c) where

  . (a) is 85 percent of the Cash Value of the Policy on the date the Policy
    Loan is requested;

  . (b) is the amount of any outstanding Indebtedness; and

  . (c) is any contingent deferred sales charges.

Loan interest is due and payable in arrears on each Policy Anniversary or on a
pro rata basis for such shorter period as the loan may exist. The minimum
amount that may be borrowed is $100. The loan may be completely or partially
repaid at any time while the Insured is living. Any amount due to an Owner
under a Policy Loan ordinarily will be paid within seven days after we receive
the loan request at our Home Office, although payments may be postponed under
certain circumstances. (See "General Matters Relating to the Policy--
Postponement of Payments.")

When a Policy Loan is made, Cash Value equal to the amount of the loan and loan
interest due will be transferred to the Loan Account as security for the loan.
Unless the Owner requests a different allocation, amounts will be transferred
from the Divisions of the Separate Account in the same proportion that the
Policy's Cash Value in each Division bears to the Policy's total Cash Value
(not including the Cash Value in the Loan Account) at the end of the Valuation
Period during which the request for a Policy Loan is received. This will reduce
the Policy's Cash Value in the Separate Account. These transactions will not be
considered transfers for purposes of the limitations on transfers between
Divisions.

Loan Account Interest Rate Credited. Cash Value transferred to the Loan Account
to secure a Policy Loan will accrue interest daily at an annual rate not less
than 5%. The rate is declared by action of our management as authorized by our
Board of Directors. The Loan Account interest credited will be transferred to
the Divisions: (1) each Policy Anniversary; (2) when a new loan is made; (3)
when a loan is partially or fully repaid; and (4) when an amount is needed to
meet a monthly deduction.

                                       24
<PAGE>

Interest Rate Charged for Policy Loans. The interest rate charged will be at an
annual rate of 8%. Interest charged will be due and payable annually in arrears
on each Policy Anniversary or for the duration of the Policy Loan, if shorter.
If the Owner does not pay the interest charged when it is due, an amount of
Cash Value equal to that which is due will be transferred to the Loan Account.
(See "Policy Rights and Privileges Loans--Effect of Policy Loans.") The amount
transferred will be deducted from the Divisions in the same proportion that the
portion of the Cash Value in each Division bears to the total Cash Value of the
Policy (not including the Cash Value in the Loan Account.

Effect of Policy Loans. A loan taken from, or secured by, a Policy may have
federal income tax consequences. (See "Federal Tax Matters.")

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

In addition, if the Indebtedness exceeds the Cash Value on any Monthly
Anniversary, the Policy may lapse, subject to a grace period. (See "Charges and
Deductions.") A sufficient payment must be made within the later of:

  (1) the grace period of 62 days from the Monthly Anniversary immediately
      before the date Indebtedness exceeds the Cash Value; or

  (2) 31 days after notice that the Policy will terminate without a
      sufficient payment has been mailed.

If a sufficient payment is not received, the Policy will lapse and terminate
without value. A lapsed Policy may later be reinstated. (See "Payment and
Allocation of Premiums--Policy Lapse and Reinstatement.")

All outstanding Indebtedness will be deducted from the proceeds payable upon
the death of the Insured, surrender, or the maturity of the Policy.

Repayment of Indebtedness. A Policy Loan may be repaid in whole or in part at
any time prior to the death of the Insured and as long as a Policy is in
effect. All repayments should be made directly to us. Amounts paid while a
Policy Loan is outstanding will be treated as premiums unless the Owner
requests in writing that the payments be treated as repayment of Indebtedness.
When a loan repayment is made, an amount securing the Indebtedness in the Loan
Account equal to the loan repayment will be transferred to the Divisions in the
same proportion that Cash Value in the Loan Account bears to the Cash Value in
each Loan Subaccount. A Loan Subaccount exists for each Division. Amounts
transferred to the Loan Account to secure Indebtedness are allocated to the
appropriate Loan Subaccount to reflect their origin.

Surrender and Partial Withdrawals

During the lifetime of the Insured and while a Policy is in force, the Owner
may surrender, or make a partial withdrawal of the Policy by sending a written
request to us. Any restrictions are described below. The amount available upon
surrender is the Cash Surrender Value (described below) at the end of the
Valuation Period during which the surrender request is received by us. Amounts
payable upon surrender or a partial withdrawal ordinarily will be paid within
seven days of receipt of the written request. (See "General Matters Relating to
the Policy--Postponement of Payments.") Surrenders and partial withdrawals may
have federal income tax consequences. (See "Federal Tax Matters.")

Surrender. To effect a surrender, the Policy must be returned to us along with
the request, or the request must be accompanied by a completed affidavit of
lost Policy. Upon request, we can provide a lost Policy Certificate.

                                       25
<PAGE>

Upon surrender, we will pay the Cash Surrender Value to the Owner. The Cash
Surrender Value equals the Cash Value on the date of surrender, less any
Indebtedness and contingent deferred sales charge. (See "Charges and
Deductions--Sales Charges--Contingent Deferred Sales Charge.") Surrender
proceeds will be paid in a single sum. If the request is received on a Monthly
Anniversary, the monthly deduction otherwise deductible will be included in the
amount paid. Coverage under a Policy will terminate as of the date of
surrender.

Partial Withdrawals. After the first Policy Year, an Owner may make up to one
partial withdrawal each Policy Month from the Separate Account. The minimum
amount of a partial withdrawal, net of any transaction charges and any
applicable contingent deferred sales charges, is $500. The minimum amount that
can be withdrawn from a Division is $50, or the Policy's Cash Value in a
Division, if smaller. The maximum amount that may be withdrawn, including the
partial withdrawal transaction charge, is the Loan Value. The partial
withdrawal transaction charge is equal to the lesser of $25 or 2% of the amount
withdrawn. The Owner may allocate the amount withdrawn, subject to the above
conditions, among the Divisions. If no allocation is specified, then the
partial withdrawal will be allocated among the Divisions in the same proportion
that the Policy's Cash Value in each Division bears to the total Cash Value of
the Policy (not including the Cash Value in the Loan Account) on the date the
request for the partial withdrawal is received.

A contingent deferred sales chare may be imposed on a partial withdrawal if the
partial withdrawal results in a decrease in the Face Amount and if the decrease
is made against coverage that has been in effect for less than ten years. A
partial withdrawal will decrease the Face Amount in two situations. First, if
the death benefit Option A is in effect and the death benefit equals the Face
Amount then the partial withdrawal will decrease the Face Amount, and, thus,
the death benefit by an amount equal to the partial withdrawal plus the partial
withdrawal transaction charge and any applicable contingent deferred sales
charge. Second, if the death benefit equals a percentage of Cash Value (whether
Option A or Option B is in effect), then a partial withdrawal will decrease the
Face Amount by the amount that the partial withdrawal plus the partial
withdrawal transaction charge and any applicable contingent deferred sales
charge exceeds the difference between the death benefit and the Face Amount.
The death benefit also will be reduced in this circumstance. If Option B is in
effect and the death benefit equals the Face Amount plus the Cash Value, the
partial withdrawal will not reduce the Face Amount, but it will reduce the Cash
Value and, thus, the death benefit by the amount of the partial withdrawal plus
the partial withdrawal transaction charge. In this last situation, no
contingent deferred sales charge will be deducted.

The Face Amount will be decreased in the following order: (1) the Face Amount
at issue; and (2) any increases in the same order in which they were issued.
The amount of any contingent deferred sales charge deducted will be that which
is in effect for the Face Amount at issue or the increase being decreased.
Where the decrease causes a partial reduction in an increase or the Face Amount
at issue, a proportionate share of the contingent deferred sales charge for
that increase or the Face Amount at issue will be deducted. This charge is
described in more detail under "Charges and Deductions--Sales Charges--
Contingent Deferred Sales Charge."

Generally, the partial withdrawal transaction charge and any contingent
deferred sales charge imposed in connection with a partial withdrawal will be
allocated among the Divisions in the same proportion as the partial withdrawal
is allocated. If, following a partial withdrawal, insufficient funds remain in
a Division to pay the partial withdrawal transaction charge and any contingent
deferred sales charges allocated to a Division, the unpaid charges will be
allocated equally among the remaining Divisions. In addition, an Owner may
request that the partial withdrawal transaction charge and any contingent
deferred sales charges applicable to an amount withdrawn from a Division be
paid from the Owner's Cash Value in another Division. No amount may be
withdrawn that would result in there being insufficient Cash Value to meet any
contingent deferred sales charges that would be payable upon the surrender of
the remaining Cash Value immediately following the partial withdrawal.

The Face Amount remaining in force after a partial withdrawal may not be less
than $25,000. Any request for a partial withdrawal that would reduce the Face
Amount below this amount will not be approved.

                                       26
<PAGE>

Partial withdrawals may affect the way in which the cost of insurance charge is
calculated and the amount of pure insurance protection afforded under a Policy.
(See "Policy Benefits--Death Benefit--Methods of Affecting Insurance
Protection.")

Transfers

Under the Company's current rules, a Policy's Cash Value, (not including
amounts credited to the Loan Account,) may be transferred among the Divisions
available with the Policy. Requests for transfers from or among Divisions must
be made in writing directly to us and may be made once each Policy Month.
Transfers must be in amounts of at least $250 or, if smaller, the Policy's Cash
Value in a Division. We will make transfers and determine all values in
connection with transfers as of the end of the Valuation Period during which
the transfer request is received.

All requests received on the same Valuation Day will be considered a single
transfer request. Each transfer must meet the minimum requirement of $250 or
the entire Cash Value in a Division. Where a single transfer request calls for
more than one transfer, and not all of the transfers would meet the minimum
requirements, we will make those transfers that do meet the requirements.
Transfers resulting from Policy Loans will not be counted for purposes of the
limitations on the amount or frequency of transfers allowed in each month or
year.

Although we currently intend to continue to permit transfers for the
foreseeable future, the Policy provides that we may modify the transfer
privilege, by changing the minimum amount transferable, by altering the
frequency of transfers, by imposing a transfer charge, by prohibiting
transfers, or in such other manner as we may determine.

Right to Examine Policy

The Owner may cancel a Policy within 10 days of after receiving it or such
longer period if required by state law. If a Policy is cancelled within this
time period, a refund will be paid. The refund will equal all premiums paid
under the Policy.

To cancel the Policy, the Owner should mail or deliver the Policy directly to
us. A refund of premiums paid by check may be delayed until the check has
cleared the Owner's bank. (See "General Matters Relating to the Policy--
Postponement of Payments.")

As noted above, a request for an increase in Face Amount (see "Policy
Benefits--Death Benefit") also may be cancelled. The request for cancellation
must be made within the latest of:

  . 20 days from the date the Owner received the new Policy specifications
    pages for the increase;

  . 10 days of mailing the right to cancellation notice to the Owner; or

  . 45 days after the Owner signed the application for the increase.

Upon cancellation of an increase, the Owner may request that we refund the
amount of the additional charges deducted in connection with the increase. This
amount will equal the amount by which the monthly deductions since the increase
went into effect exceeded the monthly deductions which would have been made
absent the increase. (See "Charges and Deductions--Monthly Deduction.") If no
request is made, we will increase the Policy's Cash Value by the amount of
these additional charges. This amount will be allocated among the Divisions in
the same manner as it was deducted. The contingent deferred sales charge also
will be reduced to the amount that would have been in effect absent the
increase (see "Charges and Deductions--Sales Charges --Contingent Deferred
Sales Charge.")

Conversion Right to a Fixed Benefit Policy

Once during the first 24 Policy Months following the Issue Date of the Policy,
the Owner may, upon written request, convert a Policy still in force to a life
insurance policy that provides for benefits that do not vary with

                                       27
<PAGE>

the investment return of the Divisions. In the event a Certificate has been
amended to operate as an Individual Policy following an Insured's change in
eligibility under a Group Contract, the conversion right will be measured from
the Issue Date of the original Certificate. (See "Policy Rights and
Privileges--Eligibility Change Conversion.") No evidence of insurability will
be required when this right is exercised. However, we will require that the
Policy be in force and that the Owner repay any existing Indebtedness. At the
time of the conversion, the new Policy will have, at the Owner's option, either
the same death benefit or the same net amount at risk as the original Policy.
The new Policy will also have the same Issue Date and Issue Age as the original
Policy. The premiums for the new Policy will be based on our rates in effect
for the same Issue Age and rate class as the original Policy.

Eligibility Change Conversion

If an Insured's eligibility under a Group Contract or employer-sponsored
insurance program ends due to its termination or due to the termination of the
employee's employment, the Insured's coverage will continue unless the Policy
is no longer in force. Even if the Policy is not in force due to lapse, the
right to reinstate and thus to convert a lapsed Policy will not be affected by
the change in the employee's eligibility during the reinstatement period.

If a Certificate was issued under the Group Contract, the Certificate will be
amended automatically so that it will continue in force as an Individual
Policy. The rights, benefits, and guaranteed charges will not be altered by
this amendment. The amendment will be mailed to the Owner within 31 days (a)
after we receive written notice that the employee's employment ended or (b)
after the termination of the Group Contract. If, at the time the conversion
occurs, the Policy is in a grace period (see "Payment and Allocation of
Premiums--Policy Lapse and Reinstatement"), any premium necessary to prevent
the Policy from lapsing must be paid us before the new Individual Policy will
be mailed. A new planned premium schedule will be established which will have
the same planned annual premium utilized under the Group Contract. The new
planned payment intervals will be no more frequent than quarterly. The Company
may allow payment of planned premium through periodic (usually monthly)
authorized electronic funds transfer. Of course, unscheduled premium payments
can be made at any time. (See "Payment and Allocation of Premiums--Premiums.")

If an Individual Policy was issued under the Group Contract or other employer-
sponsored insurance program including a Corporate Program or Executive Program,
the Policy will continue in force following the change in eligibility. The
rights, benefits, and guaranteed charges under the Policy will remain the same
following this change in eligibility.

When an employee's spouse is the Insured under a Policy, the spouse's insurance
coverage also will continue in the event the employee is no longer eligible. If
a Certificate was originally issued to the employee's spouse, the Certificate
will be amended automatically as described above. If an Individual Policy was
originally issued, the Individual Policy will continue as described above. In
addition, if an Associated Company ceases be to under common control with the
Contractholder, the Insureds of the Associated Company (i.e., employees of the
Associated Company and their spouses) may continue their insurance in the
manner described above.

Payment of Benefits at Maturity

If the Insured is living and the Policy is in force, the Company will pay the
Cash Surrender Value of the Policy to the Owner on the Maturity Date. An Owner
may elect to have amounts payable on the Maturity Date paid in a single sum or
under a settlement option. (See "Policy Rights and Privileges--Payment of
Policy Benefits.") Amounts payable on the Maturity Date ordinarily will be paid
within seven days of that date, although payment may be postponed under certain
circumstances. (See "General Matters Relating to the Policy--Postponement of
Payments.") A Policy will mature if and when the Insured reaches Attained Age
95.

                                       28
<PAGE>

Payment of Policy Benefits

A lump sum payment will be made. Provisions for settlement of proceeds
different from a lump sum payment may only be made upon written our agreement.

Settlement Options. We may offer settlement options that apply to the payment
of death benefit proceeds, as well as to benefits payable at maturity. Once a
settlement option is in effect, there will no longer be value in the Separate
Account.

Accelerated Death Benefits. We offer certain riders which permit the Owner to
elect to receive an accelerated payment of the Policy's death benefit in a
reduced amount under certain circumstances. (See "General Matters Relating to
the Policy--Additional Insurance Benefits.")

                             CHARGES AND DEDUCTIONS

We will deduct charges in connection with the Policies to compensate us for
providing the insurance benefits set forth in the Policies and any additional
benefits added by rider, administering the Policies, incurring expenses in
distributing the Policies, and assuming certain risks in connection with the
Policies. We may realize a profit on one or more of these charges. We may use
any such profit for any corporate purpose, including, among other things,
payments of sales and distribution expenses.

Sales Charges

Sales charges may be assessed under the Policies. The sales charge, if any,
will be a deferred charge ("contingent deferred sales charge"), or a
combination of a front-end charge ("premium expense charge") and a contingent
deferred sales charge. Whether a premium expense charge will be deducted
depends on whether a Policy is deemed to be an individual contract under OBRA.
The amount of the contingent deferred sales charge will depend primarily on the
first year commissions paid to the broker-dealers distributing the Policies and
the determination of contract type under OBRA. The contingent deferred sales
loads applicable to a particular Policy will depend on the commission rates
agreed to by the contractholder or employer and the broker-dealer. The rates
typically reflect the services rendered by the broker-dealer. There are four
possible combinations of first year commissions and contract categories for
federal tax purposes under OBRA and four corresponding sales charge
configurations which are set forth in the Schedule of Sales Charges below. No
other charges or combination of charges are permitted.

                           SCHEDULE OF SALES CHARGES

<TABLE>
<CAPTION>
                                                                   Sales Charges
                                                     OBRA Contract -------------
1st Year Commission                                    Category    CDSL/1/ PE/2/
- -------------------                                  ------------- ------- -----
<S>                                                  <C>           <C>     <C>
 0%.................................................     Group        0%    0%
 0%.................................................  Individual      0%    1%
15%.................................................     Group       30%    0%
14%.................................................  Individual     28%    1%
</TABLE>
- --------
/1 /Contingent deferred sales charges (percentage of first year premiums).
/2 /Premium expense charge (percentage of each premium paid).

The sales charge will not change in the event that an Insured is no longer
eligible under a Group contract or employer-sponsored insurance program, but
continues coverage on an individual basis.

As the foregoing schedule indicates the total sales charges imposed on premiums
paid during the first Policy Year following the Issue Date will not exceed 30%
of the premiums actually paid up to the guideline annual

                                       29
<PAGE>

premium for the Face Amount at issue of a particular Policy. Likewise, the
total sales charge on premiums associated with an increase paid during the
first 12 policy Months after the effective date of the increase will not exceed
30% of premiums paid up to the guideline annual premium for the increase. In no
event will the total sales charges on premiums paid up to 20 times the
guideline annual premium for the increase of Face Amount at issue exceed 9% of
those premiums.

The guideline annual premium depends upon the Insured's Attained Age (on the
Issue Date or on the effective date of requested increase). The guideline
annual premium will be fixed an determined on the Issue Date or the effective
date of any requested increase in Face Amount and will be set forth in the
Policy's specifications pages and in the new specifications pages issued upon
an increase.

Because additional premium payments are not required to fund a requested
increase in Face Amount, a special rule applies to determine the amount of
premiums associated with the increase. In general, the premiums associated with
the increase will equal the sum of a proportionate share of the Cash surrender
Value on the effective date of the increase, before any deductions are made,
plus a proportionate share of any premium payments actually made on or after
the effective date of the increase. This means that, in effect a portion of the
existing Cash Value will be deemed to be a premium payment for the increase,
and subsequent premium payments will be prorated. The proportion of existing
Cash Value and subsequent premium payments associated with the increase will be
based on the relative guideline annual premium payments for the increase and
for the Policy's initial Face Amount.

Premium Expense Charge. Prior to allocation of net premiums among the divisions
premium payments will be reduced by premium expense charge equal to a
percentage of each premium paid as set forth on the specifications pages of the
Policy. The charge will either be ("0") or 1% of the premium depending on
whether the Policy is determined to be a group or individual contract under
OBRA.

In addition, as a result of OBRA, insurance companies are generally required to
capitalize and amortize certain policy acquisition expenses over a ten-year
period rather than currently deducting such expenses. A higher capitalization
expense applies to the deferred acquisition expenses of Policies that are
deemed to be individual contracts under OBRA and will result in a significantly
higher corporate income tax liability for the Company in early Policy Years.
Thus, under Policies that are deemed to be individual contracts under OBRA, we
make an additional charge of 1% of each premium payment to compensate us for
the anticipated higher corporate income taxes that result from the sale of such
a Policy. Among other possible employer-sponsored programs, Corporate Program
Policies are deemed to be individual contracts.

The net premium payment is calculated as the premium payment less:

  . the premium expense charge less;

  . any charge to compensate the Company for anticipated higher corporate
    income taxes resulting from the sale of a Policy; and

  . the premium tax charge (described below).

Contingent Deferred Sales Charge. During the first ten Policy Years, we may
assess a charge upon surrender or lapse of the Policy, a requested decrease in
Face Amount, or a partial withdrawal that causes the Face Amount to decrease.
The amount of the charge will depend on a number of factors, including:

  . the commission rate paid to the broker-dealer distributing the Policy,

  . the allocation of the total sales load between the premium expense
    charge, and the contingent deferred sales charges as seen in the chart
    above,

  . whether the event is a full surrender or lapse or a decrease in Face
    Amount,

  . the amount of premiums received by the company, and

  . the Policy Year in which the surrender or other event takes place.

                                       30
<PAGE>

As seen in the in the above Schedule of Charges, if no commissions are paid, no
contingent deferred sales charge will be charged.

If a contingent deferred sales charge is calculated for a Policy, we will also
calculate an additional charge for each increase in Face Amount. The additional
charge will be charge upon surrender, lapse, or decrease in Face Amount
following the increase. The additional charge will apply for the first ten
years following the effective date of the increase in Face Amount and will
depend on factors similar to those affecting the amount of the basic contingent
deferred sales charge.

Calculation of charge. The contingent deferred sales charge is calculated
separately for the initial Face Amount and for any increase in Face Amount.
Assuming no increases in Face Amount have yet become effective, if a Policy
with a contingent deferred sales charge is surrendered, the charge will be
equal to a percentage of premiums paid during the first Policy Year up to the
guideline annual premium for the initial Face Amount. The percentage either 30%
or 28% of premiums actually paid during the first Policy Year, will be set
forth in the Policy's specifications pages. The mount of the charge will
decrease each year after the first Policy Year by 1/10 of the total charge
until it reaches zero at the end of ten Policy Years (see table below).

If an increase in Face Amount has gone into effect and the Policy is
surrendered within the first 12 Policy Months after the effective date of
increase, the additional charge, if any, associated with the increase will
equal a percentage of premiums associated with the increase which are received
within the 12 Policy Months of the increase, up to the guideline premium for
the increase. The percentage charged will be the same as that foe the initial
Face Amount and will be set forth in the specifications pages issued in
connection with the increase The charge applicable to an increase in Face
Amount will decrease by 1/10 of the total charge each year after the first year
that the increase is in effect until it reaches zero at the end of ten year, as
shown below.

The timing of premium payment s may affect the amount of the contingent
deferred sales charge under a Policy, as the charge is based only on premiums
actually paid in the first Policy Year or in the first 12 Policy Months after
an increase in Face Amount.

               Contingent Deferred Sales Charge Percentage Table

<TABLE>
<CAPTION>
             Policy Year/1/   Percentage of the CDSL payable:
             --------------   -------------------------------
             <S>              <C>
              1..............              100%
              2..............               90%
              3..............               80%
              4..............               70%
              5..............               60%
              6..............               50%
              7..............               40%
              8..............               30%
              9..............               20%
             10..............               10%
             11 and later....                0%
</TABLE>
- --------
/1/For requested increases, years are measured from the effective date of the
increase.

Charge for Decreases. If there had been no prior requested increase in Face
Amount, the amount of the contingent deferred sales charge deducted upon a
decrease in Face Amount will equal a fraction of the charge that would be
deducted if the Policy were surrendered at that time. The fraction will be
determined by dividing the amount of the decrease by the Policy's Face Amount
before the decrease and multiplying the result by the charge.

If there had been a prior increase in Face Amount, the amount of the charge
will depend on whether the initial Face Amount or subsequent increases in Face
Amount are being decreased, which in turn will depend on

                                       31
<PAGE>

whether the decrease arises from a partial withdrawal or a requested decrease
in Face Amount. (See "Policy Rights and Privileges surrender and Partial
Withdrawals", and "Policy Benefits Death Benefit Change in Face Amount.") Where
the decrease causes a partial reduction in an increase or in the initial Face
Amount a proportionate share of the contingent deferred sales charge for that
increase or the initial Face Amount will be deducted.

Premium Tax Charge

Various states and subdivisions impose a tax on premiums received by insurance
companies. Premium taxes vary from jurisdiction to jurisdiction. To cover these
premium taxes, premium payments will be reduced by a premium tax charge of 2%
from all Policies. However, we may charge 2 1/4 percent for premium taxes on
premiums paid in connection with Policies issued under an Executive Program.

Monthly Deduction

Charges will be deducted monthly from the Cash Value of each Policy ("monthly
deduction") to compensate us for (a) certain administrative costs; (b)
insurance underwriting and acquisition expenses in connection with issuing a
Policy; (c) the cost of insurance; and (d) the cost of optional benefits added
by rider. The monthly deduction will be deducted on the Investment Start Date
and on each succeeding Monthly Anniversary. It will be allocated among each
Division in the same proportion that a Policy's Cash Value in each Division
bears to the total Cash Value of the Policy (not including the Cash Value in
the Loan Account,) on the date the deduction is made. Because portions of the
monthly deduction, such as the cost of insurance, can vary from month to month,
the monthly deduction itself will vary in amount from month to month.

Monthly Administrative Charge. We are responsible for the administration of the
Policies and the Separate Account. Administrative expenses include premium
billing and collection, recordkeeping, processing death benefit claims, cash
surrenders, partial withdrawals, Policy changes, reporting and overhead costs,
processing applications, and establishing Policy records. We assess a monthly
administration charge from each Policy. The amount of this charge is set forth
in the specifications pages of the Policy and depends on the number of
employees eligible to be covered at issue of a Group Contract or an employer-
sponsored insurance program. The following table sets forth the range of
monthly administrative charges under the Policy:

<TABLE>
<CAPTION>
                                                                      Subsequent
   Eligible Employees                                      First Year   Years
   ------------------                                      ---------- ----------
   <S>                                                     <C>        <C>
   250-499................................................   $5.00      $2.50
   500-999................................................   $4.75      $2.25
   1000+..................................................   $4.50      $2.00
</TABLE>

For Group Contracts or other employer-sponsored insurance programs (1) with
fewer than 250 eligible employees, (2) with additional administrative costs, or
(3) that are offered as Executive Programs or Corporate Programs, the monthly
administrative charge may be higher, but will not exceed $6.00 per month during
the first Policy Year and $3.50 per month in renewal years.

These charges are guaranteed not to increase over the life of the Policy. The
administrative charge will not change in the event that the Insured is no
longer eligible for group coverage, but continues coverage on an individual
basis. In addition, when we believe that lower administrative costs will be
incurred in connection with a particular Group Contract or employer-sponsored
insurance program we may modify the above schedule for that Group Contract or
other employer-sponsored insurance program. The amount of the administrative
charge applicable to a particular Policy will be set forth in specifications
pages for that Policy.

Cost of Insurance. The cost of insurance is deducted on each Monthly
Anniversary for the next Policy Month. Because the cost of insurance depends
upon a number of variables, the cost will vary for each Policy Month. The cost
of insurance is determined separately for the initial Face Amount and for any
increases in Face Amount. We will determine the monthly cost of insurance
charge by multiplying the applicable cost of insurance rate or rates by the net
amount at risk for each Policy Month.

                                       32
<PAGE>

Cost of Insurance Rates. The cost of insurance rates are determined at the
beginning of each Policy Year for the initial Face Amount and each increase in
Face Amount. We will determine the current cost of insurance rates based on our
expectations as to future mortality experience. We currently issue the Policies
on a guaranteed issue or simplified underwriting basis without regard to the
sex of the Insured. Whether a Policy is issued on a guaranteed issue or
simplified underwriting basis does not affect the cost of insurance charge
determined for that Policy.

The current cost of insurance rates will be based on the Attained Age of the
Insured, the rate class of the Insured, and possibly the gender mix (i.e., the
proportion of men and women covered under a particular Group Contract or
employer-sponsored program). The cost of insurance rates generally increase as
the Insured's Attained Age increases. An Insured's rate class is generally
based on the number of eligible employees as well as other factors that may
affect the mortality risk we assume in connection with a particular Group
Contract or employer-sponsored insurance program. All other factors being
equal, the cost of insurance rates generally decrease by rate class as the
number of eligible employees in the rate class increase. We reserve the right
to change criteria on which a rate class will be based in the future.

If gender mix is a factor, we will estimate the gender mix of the pool of
Insureds under a Group Contract or employer-sponsored insurance program upon
issuance of the Contract. Each year on the Group Contract or employer-sponsored
insurance program's anniversary, we may adjust the rate to reflect the actual
gender mix for the particular group. In the event that the Insured's
eligibility under a Group Contract (or other employer-sponsored insurance
program) ceases, the cost of insurance rate will continue to reflect the gender
mix of the pool of Insureds at the time the Insured's eligibility ceased.
However, at some time in the future, we reserve the right to base the gender
mix and rate class on the group consisting of those Insureds who are no longer
under a Group Contract or employer-sponsored program.

The current cost of insurance rates will not be greater than the guaranteed
cost of insurance rates set forth in the Policy. These guaranteed rates are
125% of the maximum rates that could be charged based on the 1980 Commissioners
Standard Ordinary Mortality Table C ("1980 CSO Table"). The guaranteed rates
are higher than 100% of the maximum rates in the 1980 CSO Table because we use
guaranteed or simplified underwriting procedures whereby the insured is not
required to submit to a medical or paramedical examination. The current cost of
insurance rates are generally lower than 100% of the 1980 CSO Table. Any change
in the actual cost of insurance rates, will apply to all persons of the same
Attained Age and rate class whose Face Amounts have been in force for the same
length of time. Any change in the actual cost of insurance rates will not
include changes made to adjust for changes in the gender mix of the pool of
Insureds under a particular Group Contract or employer-sponsored insurance
program. (For purposes of computing guideline premiums under Section 7702 of
the Internal Revenue Code of 1986, as amended, the Company will use 100% of the
1980 CSO Table.)

Net Amount at Risk. The net amount at risk for a Policy Month is (a) the death
benefit at the beginning of the Policy Month divided by 1.0040741), less (b)
the Cash Value at the beginning of the Policy Month. Dividing the death benefit
by 1.0040741 reduces the net amount at risk, solely for purposes of computing
the cost of insurance, by taking into account assumed monthly earnings at an
annual rate of 5%.

The net amount at risk may be affected by changes in the Cash Value or changes
in the Face Amount of the Policy. If there is an increase in the Face Amount
and the rate class applicable to the increase is different from that for the
initial Face Amount, we will calculate the net amount at risk separately for
each rate class. When we determine the net amounts at risk for each rate class,
when Option A is in effect, we will consider the Cash Value first to be a part
of the initial Face Amount. If the Cash Value is greater than the initial Face
Amount, we will consider the excess Cash Value a part of each increase in
order, starting with the first increase. If Option B is in effect, we will
determine the net amount at risk for each rate class by the Face Amount
associated with that rate class. In calculating the cost of insurance charge,
the cost of insurance rate for a Face Amount is applied to the net amount at
risk for the corresponding rate class.

Because the calculation of the net amount at risk is different under Option A
and Option B when more than one rate class is in effect, a change in the death
benefit option may result in a different net amount at risk for each

                                       33
<PAGE>

rate class. Since the cost of insurance is calculated separately for each rate
class, any change in the net amount at risk resulting from a change in the
death benefit option may affect the total cost of insurance paid by the Owner.

Partial withdrawals and decreases in Face Amount will affect the manner in
which the net amount at risk for each rate class is calculated. (See "Policy
Benefits--Death Benefit," and "Policy Rights and Privileges--Surrender and
Partial Withdrawals.")

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

Partial Withdrawal Transaction Charge

A transaction charge which is the lesser of $25 or 2% of the amount withdrawn
will be assessed on each partial withdrawal, to cover administrative costs
incurred in processing the partial withdrawal.

Separate Account Charges

Mortality and Expense Risk Charge. The Company will deduct a daily charge from
the Separate Account at the rate not to exceed .0024547% of the net assets of
each Division of the Separate Account. This equals an annual rate of .90% of
those net assets. This deduction is guaranteed not to increase for the duration
of the Policy. We may realize a profit from this charge and may use this profit
to finance distribution expenses.

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

Federal Taxes. Currently no charge is made to the Separate Account for federal
income taxes that may be incurred by the Separate Account. We may make such a
charge in the future. Charges for other taxes incurred by the Account may also
be made. (See "Federal Tax Matters.")

Expenses of the Funds. The value of the net assets of the Separate Account will
reflect the investment advisory fee and other expenses incurred by the Funds.
(See "Summary of the Policy Separate Account Charges--Annual Expenses of the
Funds" and "The Company, the Separate Accounts and The Funds--The Funds.")

                     GENERAL MATTERS RELATING TO THE POLICY

Postponement of Payments

Payment of any amount due from the Separate Account because of surrender,
partial withdrawals, election of an accelerated death benefit under a rider,
death of the Insured, or the Maturity Date, as well as payments of a Policy
loan and transfers, may be postponed whenever:

  (1) the New York Stock Exchange is closed other than customary weekend and
  holiday closings, or trading on the New York Stock Exchange is restricted
  as determined by the SEC;

  (2) the SEC by order permits postponement for the protection of Owners; or

  (3) an emergency exists, as determined by the SEC, as a result of which
  disposal of securities is not reasonably practicable or it is not
  reasonably practicable to determine the value of the Separate Account's net
  assets.

Payments under the Policy of any amounts derived from premiums paid by check
may be delayed until such time as the check has cleared the Owner's bank.

                                       34
<PAGE>

The Contract

The Policy, the attached application, any riders, endorsements, any application
for an increase in Face Amount, and any application for reinstatement together
make the entire contract between the Owner and us. Apart from the rights and
benefits described in the Certificate or Individual Policy and incorporated by
reference into the Group Contract, the Owner has no rights under the Group
Contract. All statements made by the Insured in the application are considered
representations and not warranties, except in the case of fraud. Only
statements in the application and any supplemental applications can be used to
contest a claim or the validity of the Policy. Any change to the Policy must be
approved in writing by the President, a Vice President, or the Secretary of the
Company. No agent has the authority to alter or modify any of the terms,
conditions, or agreements of the Policy or to waive any of its provisions.

Control of Policy

The Insured will be the Owner of the Policy unless another person is shown as
the Owner in the application. Ownership may be changed as described below. The
Owner is entitled to all rights provided by the Policy, prior to its Maturity
Date. After the Maturity Date, the Owner cannot change the payee nor the mode
of payment, unless otherwise provided in the Policy. Any person whose rights of
ownership depend upon some future event will not possess any present rights of
ownership. If there is more than one Owner at a given time, all must exercise
the rights of ownership. If the Owner should die, and the Owner is not the
Insured, the Owner's interest will go to his or her estate unless otherwise
provided.

Beneficiary

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

Change of Owner or Beneficiary

The Owner may change the ownership and/or Beneficiary designation by written
request in a form acceptable to us at any time during the Insured's lifetime.
The Company may require that the Policy be returned for endorsement of any
change. The change will take effect as of the date the request is signed,
whether or not the Insured is living when the request is received by us. We
will not be liable for any payment made or action taken before we receive the
written request for change. If the Owner is also a Beneficiary of the Policy at
the time of the Insured's death, the Owner may, within 60 days of the Insured's
death, designate another person to receive the Policy proceeds. Changing the
Owner may have adverse tax consequences.

Policy Changes

We reserve the right to limit the number of Policy changes to one per Policy
Year and to restrict such changes in the first Policy Year. Currently, no
change may be made during the first Policy Year. For this purpose, changes
include increases or decreases in Face Amount and changes in the death benefit
option. No change will be permitted that would result in the death benefit
under a Policy being included in gross income due to not satisfying the
requirements of Section 7702 of the Internal Revenue Code or any applicable
successor provision.

Conformity with Statutes

If any provision in a Policy is in conflict with the laws of the state
governing the Policy, the provision will be deemed to be amended to conform to
such laws.

                                       35
<PAGE>

Claims of Creditors

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

Incontestability

The Policy is incontestable after it has been in force for two years from the
Issue Date during the lifetime of the Insured. An increase in Face Amount or
addition of a rider after the Issue Date is incontestable after such increase
or addition has been in force for two years from its effective date during the
lifetime of the Insured. Any reinstatement of a Policy is incontestable, except
for nonpayment of premiums, only after it has been in force during the lifetime
of the Insured for two years after the effective date of the reinstatement.

Assignment

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

Suicide

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

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

Misstatement of Age and Corrections

If the age of the Insured has been misstated in the application, the amount of
the death benefit will be that which the most recent cost of insurance charge
would have purchased for the correct age.

Any payment or Policy changes we make in good faith, relying on our records or
evidence supplied with respect to such payment, will fully discharge our duty.
We reserve the right to correct any errors in the Policy.

Additional Insurance Benefits

Subject to certain requirements, one or more of the following additional
insurance benefits may be added to a Policy by rider. However, some Group
Contracts or employer-sponsored insurance programs may not offer each of the
additional benefits described below. Certain riders may not be available in all
states. In addition, should it be determined that the tax status of a Policy as
life insurance is adversely affected by the addition of any of these riders, we
will cease offering such riders. The descriptions below are intended to be
general; the terms of the Policy riders providing the additional benefits may
vary from state to state, and the Policy should be consulted. The cost of any
additional insurance benefits will be deducted as part of the monthly
deduction. (See "Charges and Deductions--Monthly Deduction.")

                                       36
<PAGE>

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

Accidental Death Benefit Rider. Provides additional insurance if the Insured's
death results from accidental bodily injury, as defined in the rider. Under the
terms of the rider, the additional benefits provided in the Policy will be paid
upon receipt of proof by us that death resulted directly from accidental injury
and independently of all other causes; occurred within 120 days from the date
of injury; and occurred before the Policy Anniversary nearest age 70 of the
Insured.

Children's Life Insurance Rider. Provides for term insurance on the Insured's
children, as defined in the rider. To be eligible for insurance under the
rider, the child to be insured must not be confined in a hospital at the time
the application is signed. Under the terms of the rider, the death benefit will
be payable to the named Beneficiary upon the death of any insured child. Upon
receipt of proof of the Insured's death before the rider terminates, the rider
will be continued on a fully paid-up term insurance basis.

HIV Acceleration of Death Benefits Rider. Provides for the Owner's election an
accelerated payment, prior to the death of the Insured upon receipt of
satisfactory evidence that the Insured has tested seropositive for the human
immunodeficiency virus ("HIV") after both the Policy and rider are issued. We
will pay the Policy's death benefit (less any Indebtedness and any term
insurance added by riders), calculated on the date that we receive satisfactory
evidence that the Insured has tested seropositive for HIV, reduced by a $100
administrative processing fee. We will pay the accelerated benefit to the Owner
in a single payment in full settlement of the obligations under the Policy. The
rider may be added to the Policy only after the Insured satisfactorily meets
certain underwriting requirements which will generally include a negative HIV
test result to a blood or other screening test acceptable to us.

The federal income tax consequences associated with (i) adding the HIV
Acceleration of Death Benefit Rider or (ii) receiving the benefit provided
under the rider are uncertain. Accordingly, we urge you to consult a tax
advisor about such consequences before adding the HIV Acceleration of Death
Benefit Rider to your Policy or requesting a benefit under the rider.

Accelerated Death Benefit Settlement Option Rider. Provides for the accelerated
payment of a portion of death benefit proceeds in a single sum to the Owner if
the Insured is terminally ill or permanently confined to a nursing home. Under
the rider, which is available at no additional cost, the Owner may make a
voluntary election to completely settle the Policy in return for accelerated
payment of a reduced death benefit. The Owner may make such an election under
the rider if evidence, including a certification from a licensed physician, is
provided to us that the Insured (1) has a life expectancy of 12 months or less
or (2) is permanently confined to a qualified nursing home and is expected to
remain there until death. Any irrevocable Beneficiary and assignees of record
must provide written authorization in order for the Owner to receive the
accelerated benefit.

The amount of the death benefit payable under the rider will equal the Cash
Surrender Value under the Policy on the date we receive satisfactory evidence
of either (1) or (2), above, (less any Indebtedness and any term insurance
added by other riders) plus the product of the applicable "benefit factor"
multiplied by the difference of (a) minus (b), where (a) equals the Policy's
death benefit proceeds, and (b) equals the Policy's Cash Surrender Value. The
"benefit factor", in the case of terminal illness, is 0.85 and, in the case of
permanent nursing home confinement, is 0.70.

Pursuant to the Health Insurance Portability and Accountability Act of 1996, we
believe that for federal income tax purposes an accelerated death benefit
payment made under the Accelerated Death Benefit Settlement Option Rider should
be fully excludable from the gross income of the Beneficiary, as long as the
Beneficiary is the Insured under the Policy. However, you should consult a
qualified tax advisor about the consequences of adding this Rider to a Policy
or requesting an accelerated death benefit payment under this Rider.

                                       37
<PAGE>

Records and Reports

We will maintain all records relating to the Separate Account and will mail to
the Owner once each Policy Year, at the last known address of record, a report
which shows the current Policy values, premiums paid, deductions made since the
last report, and any outstanding Policy Loans. The Owner will also be sent
without comment periodic reports for the Funds and a list of the portfolio
securities held in each Fund. Receipt of premium payments directly from the
Owner, transfers, partial withdrawals, Policy Loans, loan repayments, changes
in death benefit options, increases or decreases in Face Amount, surrenders and
reinstatements will be confirmed promptly following each transaction.

An Owner may request in writing a projection of illustrated future Cash
Surrender Values and death benefits. This projection will be furnished by us
for a nominal fee.

                          DISTRIBUTION OF THE POLICIES

Walnut Street Securities, Inc. ("Walnut Street") acts as principal underwriter
of the Policies pursuant to an Underwriting Agreement with the Company. Walnut
Street is a wholly-owned subsidiary of GenAmerica Corporation, a Missouri
general business corporation, which is also a parent company of the Company.
GenAmerica Corporation is wholly owned by Metropolitan Life Insurance Company,
a New York insurance company. Walnut Street is registered with the SEC under
the Securities Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers. Walnut Street's Internal Revenue
Service employer identification No. is 43-1333368. It is a Missouri corporation
formed May 4, 1984. Walnut Street's address is 400 South 4th Street, Suite
1000, St. Louis, MO. 63102. The Policies will be sold by broker-dealers who
have entered into written sales agreements with Walnut Street. Sales of the
Policies may take place in all states (except New York) and the District of
Columbia.

Broker-dealers will receive commissions based upon a commission schedule in the
sales agreement with the Company and Walnut Street. Broker-dealers compensate
their registered representative agents. First-year commissions are based on a
percentage of first-year premiums. The first-year commissions are either zero
("0,") 14, or 15 percent. Renewal Commissions are not paid.

                    GENERAL PROVISIONS OF THE GROUP CONTRACT

Issuance

The Group Contract will be issued upon receipt of a signed application for
Group Insurance signed by a duly authorized officer of the employer and
acceptance by a duly authorized officer of the Company at its Home Office.

Premium Payments

The Contractholder will give planned premium payments for Insureds of the
Contractholder or an Associated Company in an amount authorized by the employee
to be deducted from his wages. All planned premiums under a Group Contract must
be given in advance. The planned premium payment interval is agreed to by the
Contractholder and us. Prior to each planned payment interval, we will furnish
the Contractholder with a statement of the planned premium payments to be made
under the Group Contract or such other notification as has been agreed to by
the Contractholder and us.

Grace Period

If the Contractholder does not give planned premium payments in a timely
fashion, the Group Contract will be in default. A grace period of 31 days
begins on the date that the planned premiums were scheduled to be given.

                                       38
<PAGE>

If the Contractholder does not give premiums prior to the end of the grace
period, the Group Contract will terminate. However, the Individual Insurance
will continue following the Group Contract's termination, provided such
insurance is not surrendered or cancelled by the Owner. (See "Policy Rights and
Privileges--Eligibility Change Conversion.")

Termination

Except as described in "Grace Period" above, the Group Contract will be
terminated immediately upon default. In addition, we may end a Group Contract
or any of its provisions on 31 days' notice. If the Group Contract terminates,
any Policies in effect will remain in force on an individual basis, unless such
insurance is surrendered or cancelled by the Owner. New Policies will be issued
as described in "Policy Rights and Privileges--Eligibility Change Conversion."

Right to Examine Group Contract

The Contractholder may terminate the Group Contract within 20 days after
receiving it, within 45 days after the application was signed or within 10 days
of mailing a notice of the cancellation right, whichever is latest. To cancel
the Group Contract, the Contractholder should mail or deliver the Group
Contract to us.

Entire Contract

The Group Contract, with the attached copy of the Contractholder's application
and other attached papers, if any, is the entire contract between the
Contractholder and us. All statements made by the Contractholder, any Owner or
any Insured will be deemed representations and not warranties. Misstatements
will not be used in any contest or to reduce claim under the Group Contract,
unless it is in writing. A copy of the application containing such misstatement
must have been given to the Contractholder or to the Insured or to his
Beneficiary, if any.

Incontestability

We cannot contest the Group Contract after it has been in force for two years
from the date of issue.

Ownership of Group Contract

The Contractholder owns the Group Contract. The Group Contract may be changed
or ended by agreement between us and the Contractholder without the consent of,
or notice to, any person claiming rights or benefits under the Group Contract.
However, the Contractholder does not have any ownership interest in the
Policies issued under the Group Contract. The rights and benefits under the
Policies inure to the benefit of the Owners, Insureds, and Beneficiaries as set
forth herein and in the Policies.

                            FEDERAL TAX MATTERS

Introduction

The following summary provides a general description of the federal income tax
considerations associated with the Policy and does not purport to be complete
or to cover all tax situations. This discussion is not intended as tax advice.
Counsel or other competent tax advisors should be consulted for more complete
information. This discussion is based upon our understanding of the present
federal income tax laws. No representation is made as to the likelihood of
continuation of the present federal income tax laws or as to how they may be
interpreted by the Internal Revenue Service.

                                       39
<PAGE>


Tax Status of the Policy

In order to qualify as a life insurance contract for federal income tax
purposes and to receive the tax treatment normally accorded life insurance
contracts under federal tax law, a Policy must satisfy certain requirements
which are set forth in the Internal Revenue Code. Guidance as to how these
requirements are to be applied is limited. Nevertheless, we believe that the
Policy should satisfy the applicable requirements. If it is subsequently
determined that a Policy does not satisfy the applicable requirements, we may
take appropriate steps to bring the Policy into compliance with such
requirements and we reserve the right to restrict Policy transactions in order
to do so.

In certain circumstances, owners of variable life insurance contracts have been
considered for federal income tax purposes to be the owners of the assets of
the variable account supporting their contracts due to their ability to
exercise investment control over those assets. Where this is the case, the
contract owners have been currently taxed on income and gains attributable to
the variable account assets. There is little guidance in this area, and some
features of the Policies, such as the flexibility of a Owner to allocate
premiums and cash values, have not been explicitly addressed in published
rulings. While we believe that the Policies do not give Owners investment
control over Variable Account assets, we reserve the right to modify the
Policies as necessary to prevent a Owner from being treated as the owner of the
Variable Account assets supporting the Policy.

In addition, the Code requires that the investments of the Variable Account be
"adequately diversified" in order for the Policies to be treated as life
insurance contracts for federal income tax purposes. It is intended that the
Variable Account, through its decisions, will satisfy these diversification
requirements.

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

Tax Treatment of Policy Benefits

In General. We believe that the death benefit under a Policy should be
excludible from the gross income of the beneficiary. Federal, state and local
transfer, and other tax consequences of ownership or receipt of Policy proceeds
depend on the circumstances of each Owner or beneficiary. A tax advisor should
be consulted on these consequences.

Generally, the Owner will not be deemed to be in constructive receipt of the
Policy cash value until there is a distribution. When distributions from a
Policy occur, or when loans are taken out from or secured by a Policy, the tax
consequences depend on whether the Policy is classified as a "modified
endowment contract."

Modified Endowment Contracts. Under the Internal Revenue Code, certain life
insurance contracts are classified as "modified endowment contracts," with less
favorable tax treatment than other life insurance contracts. Due to the
flexibility of the Policies as to premiums and benefits, the individual
circumstances of each Policy will determine whether it is classified as a
modified endowment contract. The rules are too complex to be summarized here,
but generally depend on the amount of premiums paid during the first seven
Policy years. Certain changes in a Policy after it is issued could also cause
it to be classified as a modified endowment contract. A current or prospective
Owner should consult with a competent advisor to determine whether a Policy
transaction will cause the Policy to be classified as a modified endowment
contract.

Distributions Other Than Death Benefits from Modified Endowment Contracts.
Policies classified as modified endowment contracts are subject to the
following tax rules:

  (1) All distributions other than death benefits, including distributions
      upon surrender and withdrawals, from a modified endowment contract will
      be treated first as distributions of gain taxable as ordinary income
      and as tax-free recovery of the Owner's investment in the Policy only
      after all gain has been distributed.


                                       40
<PAGE>


  (2) Loans taken from or secured by a Policy classified as a modified
      endowment contract are treated as distributions and taxed accordingly.

  (3) A 10 percent additional income tax is imposed on the amount subject to
      tax except where the distribution or loan is made when the Owner has
      attained age 59 1/2 or is disabled, or where the distribution is part
      of a series of substantially equal periodic payments for the life (or
      life expectancy) of the Owner or the joint lives (or joint life
      expectancies) of the Owner and the Owner's beneficiary or designated
      beneficiary.

If a Policy becomes a modified endowment contract, distributions that occur
during the contract year will be taxed as distributions from a modified
endowment contract. In addition, distributions from a Policy within two years
before it becomes a modified endowment contract will be taxed in this manner.
This means that a distribution made from a Policy that is not a modified
endowment contract could later become taxable as a distribution from a modified
endowment contract.

Distributions Other Than Death Benefits from Policies that are not Modified
Endowment Contracts. Distributions other than death benefits from a Policy that
is not classified as a modified endowment contract are generally treated first
as a recovery of the Owner's investment in the Policy and only after the
recovery of all investment in the Policy as taxable income. However, certain
distributions which must be made in order to enable the Policy to continue to
qualify as a life insurance contract for federal income tax purposes if Policy
benefits are reduced during the first 15 Policy years may be treated in whole
or in part as ordinary income subject to tax.

Loans from or secured by a Policy that is not a modified endowment contract are
generally not treated as distributions.

Finally, neither distributions from nor loans from or secured by a Policy that
is not a modified endowment contract are subject to the 10 percent additional
income tax.

Investment in the Policy. Your investment in the Policy is generally your
aggregate premiums. When a distribution is taken from the Policy, your
investment in the Policy is reduced by the amount of the distribution that is
tax-free.

Policy Loans. In general, interest on a Policy loan will not be deductible. If
a Policy loan is outstanding when a Policy is canceled or lapses, the amount of
the outstanding indebtedness will be added to the amount distributed and will
be taxed accordingly. Before taking out a Policy loan, you should consult a tax
adviser as to the tax consequences.

Multiple Policies. All modified endowment contracts that are issued by us (or
our affiliates) to the same Owner during any calendar year are treated as one
modified endowment contract for purposes of determining the amount includible
in the Owner's income when a taxable distribution occurs.

Accelerated Death Benefit Settlement Option Rider. We believe that payments
received under the Accelerated Death Benefit Settlement Option Rider should be
fully excludable from the gross income of the beneficiary if the beneficiary is
the insured under the Policy. However, you should consult a qualified tax
adviser about the consequences of adding this rider to a Policy or requesting
payment under this rider.

HIV Acceleration of Death Benefit Rider. The tax consequences association with
the HIV Acceleration of Death Benefit Rider are uncertain and a tax advisor
should be consulted.

Business Uses of Policy. Businesses can use the Policies in various
arrangements, including nonqualified deferred compensation or salary
continuance plans, split dollar insurance plans, executive bonus plans, tax
exempt and nonexempt welfare benefit plans, retiree medical benefit plans and
others. The tax consequences of such plans may vary depending on the particular
facts and circumstances. If you are purchasing the Policy for

                                       41
<PAGE>


any arrangement the value of which depends in part on its tax consequences, you
should consult a qualified tax adviser. In recent years, moreover, Congress has
adopted new rules relating to life insurance owned by businesses. Any business
contemplating the purchase of a new Policy or a change in an existing Policy
should consult a tax adviser.

Other Tax Considerations. The transfer of the Policy or designation of a
beneficiary may have federal, state, and/or local transfer and inheritance tax
consequences, including the imposition of gift, estate, and generation-skipping
transfer taxes. For example, the transfer of the Policy to, or the designation
as a beneficiary of, or the payment of proceeds to, a person who is assigned to
a generation which is two or more generations below the generation assignment
of the owner may have generation skipping transfer tax consequences under
federal tax law. The individual situation of each owner or beneficiary will
determine the extent, if any, to which federal, state, and local transfer and
inheritance taxes may be imposed and how ownership or receipt of Policy
proceeds will be treated for purposes of federal, state and local estate,
inheritance, generation skipping and other taxes.

Possible Tax Law Changes. Although the likelihood of legislative changes is
uncertain, there is always the possibility that the tax treatment of the Policy
could change by legislation or otherwise. Consult a tax adviser with respect to
legislative developments and their effect on the Policy.

Our Income Taxes

Under current federal income tax law, we are not taxed on the Separate
Account's operations. Thus, currently we do not deduct a charge from the
Separate Account for federal income taxes. We reserve the right to charge the
Separate Account for any future federal income taxes or economic burdens we may
incur.

Under current laws in several states, we may incur state and local taxes (in
addition to premium taxes). These taxes are not now significant and we are not
currently charging for them. If they increase, we may deduct charges for such
taxes.

                  SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

The Company holds assets of the Separate Account. The assets are kept
physically segregated and held separate and apart from our general assets. We
maintain records of all purchases and redemptions of Fund shares by each of the
Divisions. Additional protection for the assets of the Separate Account is
afforded by Financial Institution Bonds issued by St. Paul Fire and Marine
Company with a limit of $25 million, covering all officers and employees of the
Company who have access to the assets of the Separate Account.

                                 VOTING RIGHTS

To the extent required by law, the Company will vote the shares held in the
Separate Account at regular and special shareholder meetings of the underlying
Funds in accordance with instructions received from persons having voting
interests in the corresponding Divisions of the Separate Account. If, however,
the 1940 Act or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote shares of the underlying Funds in its own right,
it may elect to do so.

The Owners of Policies ordinarily are the persons having a voting interest in
the Divisions of the Separate Account. The number of votes which an Owner has
the right to instruct will be calculated separately for each Division. The
number of votes which each Owner has the right to instruct will be determined
by dividing a Policy's Cash Value in a Division by the net asset value per
share of the corresponding Fund in which the Division invests. Fractional
shares will be counted. The number of votes of the Fund which the Owner has
right to instruct will be determined as of the date coincident with the date
established by that Fund for

                                       42
<PAGE>

determining shareholders eligible to vote at the meeting of the underlying
Funds. Voting instructions will be solicited by written communications prior to
such meeting in accordance with procedures established by the underlying Funds.

Because the Funds serve as investment vehicles for this Policy as well as for
other variable life insurance policies sold by insurers other than the Company
and funded through other separate investment accounts, persons owning the other
policies will enjoy similar voting rights. We will vote Fund shares held in the
Separate Account for which no timely voting instructions are received and Fund
shares that we own as a consequence of accrued charges under the Policies, in
proportion to the voting instructions which are received with respect to all
Policies participating in a Fund. Each person having a voting interest in a
Division will receive proxy material, reports, and other materials relating to
the appropriate Fund.

Disregard of Voting Instructions. The Company may, when required by state
insurance regulatory authorities, disregard voting instructions if the
instructions require that the shares be voted so as to cause a change in the
subclassification or investment objective of or one or more of the Funds or to
approve or disapprove an investment advisory contract for a Fund. In addition,
the Company itself may disregard voting instructions in favor of changes
initiated by an Owner in the investment policy or by the investment adviser or
sub-adviser of a Fund if the Company reasonably disapproves of such changes. A
proposed change would be disapproved only if the proposed change is contrary to
state law or prohibited by state regulatory authorities, or we determine that
the change would have an adverse effect on its general assets in that the
proposed investment policy for a Fund may result in overly speculative or
unsound investments. In the event we do disregard voting instructions, a
summary of that action and the reasons for such action will be included in the
next annual report to Owners.

                                      IMSA

The Company is a member of the Insurance Market place Standards Association
("IMSA"), and as such may include the IMSA logo and information about IMSA
membership in its advertisements. Companies that belong to IMSA subscribe to a
set of ethical standards covering the various aspects of sales and service for
individually sold life insurance and annuities.

                        STATE REGULATION OF THE COMPANY

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

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

                                       43
<PAGE>

                           MANAGEMENT OF THE COMPANY

<TABLE>
<CAPTION>
                                       Principal Occupation(s) During Past Five
                 Name                                  Years/1/
 ------------------------------------  ----------------------------------------
 <C>                                   <S>
 Executive Officers/2/
    Carl H. Anderson/4/                President and Chief Executive Officer
                                       since June 1986. Vice President, New
                                       Ventures, since June 1986, General
                                       American Life Insurance Co., St. Louis,
                                       MO (GenAm).
    Matthew K. Duffy/4/                Vice President and Chief Financial
                                       Officer since June 1996. Formerly
                                       Director of Accounting, Prudential
                                       Insurance Company of America, March
                                       1987--June 1996.
    E. Thomas Hughes, Jr./4            Treasurer since December 1994. Corporate
     / General American Life           Actuary and Treasurer, GenAm since
     Insurance  Company                October 1994.
     700 Market Street
     St. Louis, MO 63101
    Matthew P. McCauley/4              Vice President and General Counsel since
     / General American Life           1984. Secretary since August 1981. Vice
     Insurance  Company                President and Associate General Counsel,
     700 Market Street                 GenAm, since December 30, 1995.
     St. Louis, MO 63101
    Craig K. Nordyke/4/                Executive Vice President and Chief
                                       Actuary since November, 1996. Vice
                                       President and Chief Actuary August
                                       1990--November 1996.
    John R. Tremmel                    Vice President--Operations and System
                                       Development since January 1999. Formerly
                                       Chief Operating Officer, ISP Alliance,
                                       April 1998 December 1998. Vice President
                                       and General Manager of National
                                       Operations Centers, Norell Corporation,
                                       January 1995--March 1998. Senior Vice
                                       President, Citicorp Insurance Group,
                                       September 1986--December 1995.
 Directors/3/
    Richard A. Liddy                   Chairman and Chief Executive Officer,
                                       GenAm, since January 2000. Chairman,
                                       President, and Chief Executive Officer,
                                       GenAm, May 1992--January 2000.
    Warren J. Winer                    Executive Vice President--Group, GenAm,
                                       since September, 1995. Formerly,
                                       Managing Director, Wm. M. Mercer, July
                                       1993--August 1995.
    Bernard H. Wolzenski               Executive Vice President--Individual,
                                       GenAm, since October 1991.
    A. Greig Woodring                  President and CEO, Reinsurance Group of
                                       America, Inc., since May 1993, and
                                       Executive Vice President--Reinsurance,
                                       GenAm, since January 1990.
</TABLE>
- --------

/1 /All positions listed are with the Company unless otherwise indicated.
/2 /The principal business address of each person listed is Paragon Life
   Insurance Company, 100 South Brentwood, St. Louis, MO 63105 unless otherwise
   noted.

/3 /The principal business address of each person listed is General American
   Life Insurance Company, 700 Market Street, St. Louis, MO 63101, except A.
   Greig Woodring--Reinsurance Group of America, 1370 Timberlake Manor Parkway,
   Chesterfield, MO 63017.
/4 /Indicates Executive Officers who are also Directors.

                                       44
<PAGE>

                                 LEGAL MATTERS

Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain legal matters relating to aspects of federal securities laws. All
matters of Missouri law pertaining to the Policies, including the validity of
the Policies and the Company's right to issue the Policies and the Group
Contract under Missouri insurance law, and all legal matters relating to the
Parent Company's resolution concerning Policies issued by Paragon have been
passed upon by Matthew P. McCauley, Esquire, General Counsel of Paragon Life
Insurance Company.

                               LEGAL PROCEEDINGS

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

                                    EXPERTS

The financial statements of the Company and the Separate Account included in
this Prospectus and in the registration statement have been included in
reliance upon the reports of KPMG LLP, independent certified public
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

Actuarial matters included in this Prospectus have been examined by Craig K.
Nordyke, FSA, MAAA, Executive Vice President and Chief Actuary of the Company,
as stated in the opinion filed as an exhibit to the registration statement.

                             ADDITIONAL INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to the
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 which are included in this Prospectus
should be distinguished from the financial statements for the Separate Account
included in this Prospectus, and should be considered only as bearing on the
ability of the Company to meet its obligations under the Policy. They should
not be considered as bearing on the investment performance of the assets held
in the Separate Account.

                                       45
<PAGE>

                                  DEFINITIONS

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

Associated Companies--The companies listed in a Group Contract's specifications
pages that are under common control through stock ownership, contract or
otherwise, with the Contractholder.

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

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

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

Certificate--A document issued to Owners of Policies issued under Group
Contracts, setting forth or summarizing the Owner's rights and benefits.

Contractholder--The employer, association, sponsoring organization or trust
that is issued a Group Contract.

Division--A subaccount of the Separate Account. Each Division invests
exclusively in an available underlying Fund.

Employee--A person who is employed and paid for services by an employer on a
regular basis. To qualify as an employee, a person ordinarily must work for an
employer at least 30 hours per week. The Company may waive or modify this
requirement at its discretion. An employee may also include an independent
contractor acting in many respects as an employee with a sponsoring employer.
An employee may include a partner in a partnership if the employer is a
partnership.

Executive Program--A category of Policies issued under Group Contracts or
employer-sponsored insurance programs that have a maximum Face Amount available
for each Policy generally in excess of $500,000.

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

Group Contract--A group flexible premium variable life insurance contract
issued to the Contractholder by the Company.

Home Office--The service office of the Company, the mailing address of which is
100 South Brentwood, St. Louis, Missouri 63105.

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

Individual Insurance--Insurance provided under a Group Contract or under an
Individual Policy issued in connection with an employer-sponsored insurance
program on an employee or an employee's spouse.

Insured--The person whose life is insured under a Policy. The term may include
both an employee and an employee's spouse.

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

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

Issue Date--The effective date of coverage under a Policy. The Issue Date is
the date from which Policy Anniversaries, Policy Years, and Policy Months are
measured.

                                       46
<PAGE>

Loan Account--The account of the Company to which amounts securing Policy Loans
are allocated. It is a part of the Company's general assets.

Loan Value--The maximum amount that may be borrowed under a Policy after the
first Policy Anniversary.

Maturity Date--The Policy Anniversary on which the Insured reaches Attained Age
95.

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

Net Premium--The premium less any premium expense charge and any charge for
premium taxes.

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

Policy--Either the Certificate or the Individual Policy offered by the Company
and described in this Prospectus. Under Group Contracts, the Policy may be
issued on the employee or on the employee's spouse.

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

Policy Month--A month beginning on the Monthly Anniversary.

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

Separate Account--The Separate Account B, a separate investment account
established by the Company to receive and invest the net premiums paid under
the Policy.

Spouse--An employee's legal spouse. The term does not include a spouse who is
legally separated from the employee.

Valuation Date--Each day that the New York Stock Exchange is open for trading,
except on the day after Thanksgiving when the Company is closed.

Valuation Period--The period between two successive Valuation Dates, commencing
at the close of business of a Valuation Date and ending at the close of
business of the next succeeding Valuation Date.

                                       47
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Paragon Life Insurance Company:

  We have audited the accompanying balance sheets of Paragon Life Insurance
Company as of December 31, 1999 and 1998, and the related statements of
operations and comprehensive income, stockholder's equity, and cash flows for
each of the years in the three-year period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Paragon Life Insurance Company
as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1999, in conformity with generally accepted accounting principles.


March 10, 2000

KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG
International, a Swiss association.

                                      F-1
<PAGE>

                         PARAGON LIFE INSURANCE COMPANY

                                 Balance Sheets
                           December 31, 1999 and 1998
                           (in thousands of dollars)

<TABLE>
<CAPTION>
                               1999     1998
                             --------  -------
<S>                          <C>       <C>
           Assets
Fixed maturities, available
 for sale................... $ 81,421   83,384
Policy loans................   16,954   14,135
Cash and cash equivalents...   10,591    7,439
                             --------  -------
    Total cash and invested
     assets.................  108,966  104,958
                             --------  -------
Reinsurance recoverables....    1,314    1,170
Deposits relating to
 reinsured policyholder
 account balances...........    7,020    6,688
Accrued investment income...    1,853    1,545
Deferred policy acquisition
 costs......................   24,357   20,602
Fixed assets and leasehold
 improvements, net..........    1,031    4,504
Other assets................      262      105
Separate account assets.....  255,190  168,222
                             --------  -------
    Total assets............ $399,993  307,794
                             ========  =======
      Liabilities and
    Stockholder's Equity
Policyholder account
 balances...................  101,665   93,334
Policy and contract claims..    1,691    1,672
Federal income taxes
 payable....................    1,007      281
Other liabilities and
 accrued expenses...........    3,734    3,943
Payable to affiliates.......    3,803    2,062
Due to separate account.....      192      183
Deferred tax liability......    3,070    5,591
Separate account
 liabilities................  255,126  168,222
                             --------  -------
    Total liabilities....... $370,288  275,288
                             --------  -------
Stockholder's equity:
  Common stock, par value
   $25; 100,000 shares
   authorized;
   82,000 shares issued and
   outstanding..............    2,050    2,050
  Additional paid-in
   capital..................   17,950   17,950
  Accumulated other
   comprehensive (loss)
   income...................   (2,748)   2,809
  Retained earnings.........   12,453    9,697
                             --------  -------
    Total stockholder's
     equity................. $ 29,705   32,506
                             --------  -------
    Total liabilities and
     stockholder's equity... $399,993  307,794
                             ========  =======
</TABLE>

                See accompanying notes to financial statements.

                                      F-2
<PAGE>

                         PARAGON LIFE INSURANCE COMPANY

               Statements of Operations and Comprehensive Income
                  Years ended December 31, 1999, 1998 and 1997
                           (in thousands of dollars)

<TABLE>
<CAPTION>
                                                          1999     1998   1997
                                                         -------  ------ ------
<S>                                                      <C>      <C>    <C>
Revenues:
  Policy contract charges............................... $24,577  20,437 16,417
  Net investment income.................................   7,726   6,983  6,288
  Commissions and expense allowances on reinsurance
   ceded................................................     292     124     10
  Net realized investment gains.........................      57      53     69
                                                         -------  ------ ------
    Total revenues......................................  32,652  27,597 22,784
                                                         =======  ====== ======
Benefits and expenses:
  Policy benefits.......................................   4,616   4,774  3,876
  Interest credited to policyholder account balances....   5,524   5,228  4,738
  Commissions, net of capitalized costs.................     445     167    227
  General and administration expenses, net of
   capitalized costs....................................  11,394   9,042  7,743
  Policy administration system expenses.................   4,787     469    --
  Amortization of deferred policy acquisition costs.....   1,631   1,150    424
                                                         -------  ------ ------
    Total benefits and expenses.........................  28,397  20,830 17,008
                                                         =======  ====== ======
    Income before federal income tax expense............   4,255   6,766  5,775
Federal income tax expense..............................   1,499   2,368  1,885
                                                         -------  ------ ------
Net income.............................................. $ 2,756   4,398  3,890
Other comprehensive (loss) income.......................  (5,557)    851  1,636
                                                         -------  ------ ------
Comprehensive (loss) income............................. $(2,801)  5,249  5,526
                                                         =======  ====== ======
</TABLE>


                See accompanying notes to financial statements.

                                      F-3
<PAGE>

                         PARAGON LIFE INSURANCE COMPANY

                       Statements of Stockholder's Equity
                 Years ended December 31, 1999, 1998, and 1997
                           (in thousands of dollars)

<TABLE>
<CAPTION>
                                            Accumulated
                                Additional     other                  Total
                         Common  paid-in   comprehensive Retained stockholder's
                         Stock   capital      income     earnings    equity
                         ------ ---------- ------------- -------- -------------
<S>                      <C>    <C>        <C>           <C>      <C>
Balance at December 31,
 1996................... $2,050   17,950         322       1,409     21,731
  Net income............    --       --          --        3,890      3,890
  Other comprehensive
   income...............    --       --        1,636         --       1,636
                         ------   ------      ------      ------     ------
Balance at December 31,
 1997................... $2,050   17,950       1,958       5,299     27,257
  Net income............    --       --          --        4,398      4,398
  Other comprehensive
   income...............    --       --          851         --         851
                         ------   ------      ------      ------     ------
Balance at December 31,
 1998................... $2,050   17,950       2,809       9,697     32,506
  Net income............    --       --          --        2,756      2,756
  Other comprehensive
   loss.................    --       --       (5,557)        --      (5,557)
                         ------   ------      ------      ------     ------
Balance at December 31,
 1999................... $2,050   17,950      (2,748)     12,453     29,705
                         ======   ======      ======      ======     ======
</TABLE>


                See accompanying notes to financial statements.

                                      F-4
<PAGE>

                         PARAGON LIFE INSURANCE COMPANY

                            Statements of Cash Flows
                  Years ended December 31, 1999, 1998 and 1997
                           (in thousands of dollars)

<TABLE>
<CAPTION>
                                                      1999     1998     1997
                                                    --------  -------  -------
<S>                                                 <C>       <C>      <C>
Cash flows from operating activities:
  Net income....................................... $  2,756    4,398    3,890
  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
    Change in:
      Reinsurance recoverables.....................     (144)     563     (892)
      Deposits relating to reinsured policyholder
       account balances............................     (332)    (272)    (342)
      Accrued investment income....................     (308)    (168)     (79)
      Federal income tax payable...................      726      118     (648)
      Other assets.................................    3,316   (1,821)  (1,280)
      Policy and contract claims...................       19      587      (23)
      Other liabilities and accrued expenses.......     (209)     457      782
      Payable to affiliates........................    1,741      442     (669)
      Company ownership of separate account........      (64)     --       --
      Due to separate account......................        9      122      (34)
    Deferred tax expense...........................      469      740      732
    Policy acquisition costs deferred..............   (4,185)  (3,808)  (2,972)
    Amortization of deferred policy acquisition
     costs.........................................    1,631    1,150      424
    Interest credited to policyholder accounts.....    5,524    5,228    4,738
    Net gain on sales and calls of fixed
     maturities....................................      (57)     (53)     (69)
                                                    --------  -------  -------
Net cash provided by operating activities..........   10,892    7,683    3,558
                                                    --------  -------  -------
Cash flows from investing activities:
  Purchase of fixed maturities.....................  (12,423) (14,915) (12,557)
  Sale or maturity of fixed maturities.............    4,695    8,632    5,255
  Increase in policy loans, net....................   (2,819)  (2,648)  (1,923)
                                                    --------  -------  -------
Net cash used in investing activities                (10,547)  (8,931)  (9,225)
                                                    --------  -------  -------
Cash flows from financing activities:
  Net policyholder account deposits................    2,807    2,954    2,294
                                                    --------  -------  -------
Net increase (decrease) in cash and cash
 equivalents.......................................    3,152    1,706   (3,373)
Cash and cash equivalents at beginning of year.....    7,439    5,733    9,106
                                                    --------  -------  -------
Cash and cash equivalents at end of year........... $ 10,591    7,439    5,733
                                                    --------  -------  -------
Income taxes paid.................................. $   (346)  (1,460)  (1,801)
                                                    ========  =======  =======
</TABLE>

                See accompanying notes to financial statements.

                                      F-5
<PAGE>

                         PARAGON LIFE INSURANCE COMPANY

                         Notes to Financial Statements

(1) Summary of Significant Accounting Policies

  Paragon Life Insurance Company (Paragon or the Company) is a wholly owned
subsidiary of General American Life Insurance Company (General American or the
Parent). Paragon markets universal life and variable universal life insurance
products through the sponsorship of major companies and organizations. Paragon
is licensed to do business in the District of Columbia and all states except
New York.

  General American has guaranteed that Paragon will have sufficient funds to
meet all of its contractual obligations. In the event a policyholder presents a
legitimate claim for payment on a Paragon insurance policy, General American
will pay such claim directly to the policyholder if Paragon is unable to make
such payment. The guarantee agreement is binding on General American, its
successor or assignee and shall cease only if the guarantee is assigned to an
organization having a financial rating from Standard & Poor's equal to or
better than General American's rating.

  The accompanying financial statements are prepared on the basis of generally
accepted accounting principles. The preparation of financial statements
requires the use of estimates by management which affect the amounts reflected
in the financial statements. Actual results could differ from those estimates.
Accounts that the Company deems to be sensitive to changes in estimates include
deferred policy acquisition costs and contract claims.

  The significant accounting policies of the Company are as follows:

 (a) Recognition of Policy Revenue and Related Expenses

  Revenues for universal life products consist of policy charges for the cost
of insurance, administration and surrender charges during the period. Revenues
for variable universal life products also include policy charges for mortality
and expense risks assumed by Paragon. Policy benefits and expenses include
interest credited to policy account balances on universal life products and
death benefit payments made in excess of policy account balances.

  Policy acquisition costs, such as commissions and certain costs of policy
issuance and underwriting, are deferred and amortized in relation to the
present value of expected gross profits over the estimated life of the
policies.

 (b) Invested Assets

  Investment securities are accounted for at fair value. At December 31, 1999
and 1998, fixed maturity securities are classified as available-for-sale and
are carried at fair value with the unrealized gain or loss, net of taxes, being
reflected as accumulated other comprehensive income, a separate component of
stockholder's equity. Policy loans are valued at aggregate unpaid balances.

  Realized gains or losses on the sale of securities are determined on the
basis of specific identification and include the impact of any related
amortization of premiums or accretion of discounts which is generally computed
consistent with the interest method.

  Amortization of the premium or discount on mortgage-backed securities is
recognized using a level-yield method which considers the estimated timing and
amount of prepayments of underlying mortgage loans. Actual prepayment
experience is periodically reviewed and effective yields are recalculated when
differences arise between the prepayments originally anticipated and the actual
prepayments received and currently anticipated. When such differences occur,
the net investment in the mortgage-backed security is adjusted to the amount
that would have existed had the new effective yield been applied since the
acquisition of the security with a corresponding charge or credit to interest
income.

                                      F-6
<PAGE>

                         PARGON LIFE INSURANCE COMPANY

                   Notes to Financial Statements--(Continued)

 (c) Policyholder Account Balances

  Policyholder account balances are equal to the policyholder account value
before deduction of any surrender charges. The policyholder account value
represents an accumulation of gross premium payments plus credited interest
less expense and mortality charges and withdrawals. These expense charges are
recognized in income as earned. Certain variable life policies allow
policyholders to exchange accumulated assets from the variable rate separate
accounts to a fixed-interest general account policy. The fixed-interest general
account guaranteed minimum crediting rates of 4% in 1999, 1998 and 1997. The
actual crediting rate ranged from 6.1% to 6.5% in 1999, and was 6.5% in 1998
and 1997.

 (d) Federal Income Taxes

  The Company establishes deferred taxes under the asset and liability method,
and deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

  The Company files its federal income tax return on a consolidated basis with
its Parent and other subsidiaries. In accordance with a tax allocation
agreement between Paragon and General American, taxes are computed as if
Paragon was filing its own income tax return, and tax expense (benefit) is paid
to, or received from, General American.

 (e) Reinsurance

  Balances resulting from agreements which transfer funds relating to
policyholder account balances have been accounted for as deposits. Other
reinsurance activities are accounted for consistent with terms of the risk
transfer reinsurance contracts. Premiums for reinsurance ceded to other
companies have been reported as a reduction of policy contract charges. Amounts
applicable to reinsurance ceded for future policy benefits and claim
liabilities have been reported as assets for these items, and commissions and
expense allowances received in connection with reinsurance ceded have been
accounted for in income as earned. Reinsurance does not relieve the Company
from its primary responsibility to meet claim obligations.

 (f) Deferred Policy Acquisition Costs

  The costs of acquiring new business which vary with, and are primarily
related to, the production of new business have been deferred to the extent
that such costs are deemed recoverable from future gross profits. Such costs
include commissions, premium taxes, as well as certain costs of policy issuance
and underwriting. Deferred policy acquisition costs are adjusted for the impact
on estimated gross margins of net unrealized gains and losses on investment
securities. The estimates of expected gross margins are evaluated regularly and
are revised if actual experience or other evidence indicates that revision is
appropriate. Upon revision, total amortization recorded to date is adjusted by
a charge or credit to income.

 (g) Separate Account Business

  The assets and liabilities of the separate accounts represent segregated
funds administered and invested by the Company for purposes of funding variable
life insurance contracts for the exclusive benefit of variable life insurance
contract holders. The Company charges the separate accounts for risks it
assumes in issuing a policy and retains varying amounts of withdrawal charges
to cover expenses in the event of early withdrawals by contract holders. The
assets and liabilities of the separate account are carried at fair value.

                                      F-7
<PAGE>

                         PARGON LIFE INSURANCE COMPANY

                   Notes to Financial Statements--(Continued)

 (h) Fair Value of Financial Instruments

  Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates do not reflect any premium or discount that could result from
offering for sale at one time the Company's entire holdings of a particular
financial instrument. Although fair value estimates are calculated using
assumptions that management believes are appropriate, changes in assumption
could significantly affect the estimates and such estimates should be used with
care. The following assumptions were used to estimate the fair value of each
class of financial instrument for which it was practicable to estimate fair
value:

    Fixed maturities--Fixed maturities are valued using quoted market prices,
  if available. If quoted market prices are not available, fair value is
  estimated using quoted market prices of similar securities.

    Policy loans--Policy loans are carried at their unpaid balances which
  approximates fair value.

    Separate account assets and liabilities--The separate account assets are
  carried at fair value as determined by quoted market prices. Accordingly,
  the carrying value of separate account liabilities is equal to their fair
  value since it represents the contractholders' interest in the separate
  account assets.

    Cash and cash equivalents--The carrying amount is a reasonable estimate
  of fair value.

 (i) Cash and Cash Equivalents

  For purposes of reporting cash flows, cash and cash equivalents represent
demand deposits and highly liquid short-term investments, which include U.S.
Treasury bills, commercial paper, and repurchase agreements with original or
remaining maturities of 90 days or less when purchased.

 (j) Subsequent Event

    (i) On January 6, 2000, the Company's ultimate parent, GenAmerica
  Corporation, was purchased by Metropolitan Life Insurance Company.

    (ii) Subsequent to December 31, 1999 a significant customer notified
  Paragon of its intent to terminate its group contract, effective April 30,
  2000. This group represents 29% and 8% of Paragon's policies inforce and
  separate account assets, as of December 31, 1999.

(2) Investments

  The amortized cost and estimated fair value of fixed maturities at December
31, 1999 and 1998 are as follows (000's):

<TABLE>
<CAPTION>
                                                         1999
                                       -----------------------------------------
                                                   Gross      Gross    Estimated
                                       Amortized unrealized unrealized   fair
                                         cost      gains      losses     value
                                       --------- ---------- ---------- ---------
      <S>                              <C>       <C>        <C>        <C>
      U.S. Treasury securities........ $  8,728      53         (162)    8,619
      Corporate securities............   70,312     276       (4,830)   65,758
      Mortgage-backed securities......    6,911      36         (394)    6,553
      Asset-backed securities.........      500     --            (9)      491
                                       --------     ---       ------    ------
                                       $ 86,451     365       (5,395)   81,421
                                       ========     ===       ======    ======
</TABLE>

                                      F-8
<PAGE>

                         PARGON LIFE INSURANCE COMPANY

                   Notes to Financial Statements--(Continued)

<TABLE>
<CAPTION>
                                                         1998
                                       -----------------------------------------
                                                   Gross      Gross    Estimated
                                       Amortized unrealized unrealized   fair
                                         cost      gains      losses     value
                                       --------- ---------- ---------- ---------
      <S>                              <C>       <C>        <C>        <C>
      U.S. Treasury securities........  $ 6,705      267        --       6,972
      Corporate securities............   64,607    4,481       (208)    68,880
      Mortgage-backed securities......    6,854      193        (25)     7,022
      Asset-backed securities.........      500       10        --         510
                                        -------    -----       ----     ------
                                        $78,666    4,951       (233)    83,384
                                        =======    =====       ====     ======
</TABLE>

  The amortized cost and estimated fair value of fixed maturities at December
31, 1999, by contractual maturity, are shown below (000's). Expected maturities
may differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                                       Estimated
                                                             Amortized   Fair
                                                               cost      value
                                                             --------- ---------
      <S>                                                    <C>       <C>
      Due in one year or less............................... $    471      480
      Due after one year through five years.................   22,034   21,893
      Due after five years through ten years................    8,853    8,317
      Due after ten years through twenty years..............   48,182   44,178
      Mortgage-backed securities............................    6,911    6,553
                                                             --------   ------
                                                             $ 86,451   81,421
                                                             ========   ======
</TABLE>

  Proceeds from sales of fixed maturities during 1999, 1998 and 1997 were
$4,695,414, $4,068,639 and $1,328,585 respectively. Gross gains of $56,686,
$53,180 and $68,876 were realized on those sales in 1999, 1998 and 1997,
respectively.

  The sources of net investment income follow (000s):

<TABLE>
<CAPTION>
                                                              1999   1998  1997
                                                             ------- ----- -----
      <S>                                                    <C>     <C>   <C>
      Fixed Maturities...................................... $ 6,077 5,603 4,941
      Short-term investments................................     486   535   608
      Policy loans and other................................   1,244   924   807
                                                             ------- ----- -----
                                                             $ 7,807 7,062 6,356
      Investment expenses...................................     (81)  (79)  (68)
                                                             ------- ----- -----
          Net investment income............................. $ 7,726 6,983 6,288
                                                             ======= ===== =====
</TABLE>

  A summary of the components of the net unrealized appreciation (depreciation)
on invested assets carried at fair value is as follows (in 000's):

<TABLE>
<CAPTION>
                                                         1999     1998    1997
                                                        -------  ------  ------
      <S>                                               <C>      <C>     <C>
      Unrealized appreciation (depreciation):
        Fixed maturities available-for-sale............ $(5,030)  4,717   3,373
        Deferred policy acquisition costs..............     803    (396)   (361)
      Deferred income taxes............................   1,479  (1,512) (1,054)
                                                        -------  ------  ------
      Net unrealized appreciation (depreciation)....... $(2,748)  2,809   1,958
                                                        =======  ======  ======
</TABLE>

  The Company has fixed maturities on deposit with various state insurance
departments with an amortized cost of approximately $4,082,871 and $4,120,850
at December 31, 1999 and 1998 respectively.

                                      F-9
<PAGE>

                         PARGON LIFE INSURANCE COMPANY

                   Notes to Financial Statements--(Continued)

(3) Reinsurance

  The Company reinsures certain risks with other insurance companies above a
maximum retention amount (currently $50,000) to help reduce the loss on any
single policy.

  Premiums and related reinsurance amounts for the years ended December 31,
1999, 1998 and 1997 as they relate to transactions with affiliates are
summarized as follows (000's):

<TABLE>
<CAPTION>
                                                            1999    1998   1997
                                                           ------- ------ ------
      <S>                                                  <C>     <C>    <C>
      Reinsurance transactions with affiliates:
        Premiums for reinsurance ceded.................... $16,869 14,723 13,001
        Policy benefits ceded.............................  16,823 17,071 14,070
        Commissions and expenses ceded....................     292    123    195
        Reinsurance recoverables..........................   1,268  1,109  1,661
</TABLE>

  Ceded premiums and benefits to nonaffiliates for 1999, 1998 and 1997 were
insignificant.

(4) Deferred Policy Acquisition Costs

  A summary of the policy acquisition costs deferred and amortized is as
follows (000's):

<TABLE>
<CAPTION>
                                                         1999     1998    1997
                                                        -------  ------  ------
      <S>                                               <C>      <C>     <C>
      Balance at beginning of year....................  $20,602  17,980  15,776
      Policy acquisition costs deferred...............    4,185   3,808   2,972
      Policy acquisition costs amortized..............   (1,631) (1,150)   (424)
      Deferred policy acquisition costs relating to
       change in unrealized (gain) loss on investments
       available for sale.............................    1,201     (36)   (344)
                                                        -------  ------  ------
      Balance at end of year..........................  $24,357  20,602  17,980
                                                        =======  ======  ======
</TABLE>

(5) Administration System Write-off

  In 1999 Paragon expensed $4,787,275 relating to the termination of a system
development project for policy administration. The one-time write-off in 1999
of previously capitalized amounts was $3,963,450 and other costs incurred in
1999 relating to the project were $823,825. Other costs incurred and expensed
in 1998 and 1997 were $468,794 and $0, respectively.

(6) Federal Income Taxes

  The Company is taxed as a life insurance company. A summary of Federal income
tax expense is as follows (000s):

<TABLE>
<CAPTION>
                                                              1999   1998  1997
                                                             ------- ----- -----
      <S>                                                    <C>     <C>   <C>
      Current tax expense................................... $ 1,030 1,628 1,153
      Deferred tax expense..................................     469   740   732
                                                             ------- ----- -----
      Federal income tax expense............................ $ 1,499 2,368 1,885
                                                             ======= ===== =====
</TABLE>

                                      F-10
<PAGE>

                         PARGON LIFE INSURANCE COMPANY

                   Notes to Financial Statements--(Continued)

  A reconciliation of the Company's "expected" federal income tax expense,
computed by applying the federal U.S. corporate tax rate of 35% to income from
operations before federal income tax, is as follows (000s):

<TABLE>
<CAPTION>
                                                             1999   1998  1997
                                                            ------- ----- -----
      <S>                                                   <C>     <C>   <C>
      Computed "expected" tax expense...................... $ 1,489 2,368 2,022
      Other, net...........................................      10     0  (137)
                                                            ------- ----- -----
      Federal income tax expense........................... $ 1,499 2,368 1,885
                                                            ======= ===== =====
</TABLE>

  The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at December 31, 1999, 1998 and
1997 are presented below (000's):

<TABLE>
<CAPTION>
                                                              1999   1998  1997
                                                             ------- ----- -----
      <S>                                                    <C>     <C>   <C>
      Deferred tax assets:
        Unearned reinsurance allowances..................... $   194   218   217
        Policy and contract liabilities.....................     583   709 1,031
        Tax capitalization of acquisition costs.............   2,559 2,147 1,755
        Other, net..........................................     359    58    76
        Unrealized Loss on investments, net.................   1,479   --    --
                                                             ------- ----- -----
          Total deferred tax assets......................... $ 5,174 3,132 3,079
                                                             ======= ===== =====
      Deferred tax liabilities:
        Unrealized gain on investments, net................. $   --  1,512 1,054
        Deferred policy acquisition costs...................   8,244 7,211 6,419
                                                             ------- ----- -----
          Total deferred tax liabilities.................... $ 8,244 8,723 7,473
                                                             ------- ----- -----
          Net deferred tax liabilities...................... $ 3,070 5,591 4,394
                                                             ======= ===== =====
</TABLE>

  The Company believes that a valuation allowance with respect to the
realization of the total gross deferred tax asset is not necessary. In
assessing the realization of deferred tax assets, the Company considers whether
it is more likely than not that the deferred tax assets will be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences
become deductible. The Company files a consolidated tax return with its Parent.
Realization of the gross tax asset will not be dependent solely on the
Company's ability to generate its own taxable income. General American has a
proven history of earnings and it appears more likely than not that the
Company's gross deferred tax asset will ultimately be fully realized.

(7) Related-Party Transactions

  Paragon purchases certain administrative services from General American.
Charges for services performed are based upon personnel and other costs
involved in providing such service. Charges for services during 1999, 1998 and
1997 were $2,247,302, $1,513,433 and $1,348,198, respectively. See Note 3 for
reinsurance transactions with affiliates.

(8) Pension Plan

  Associates of Paragon participate in a non-contributory multi-employer
defined benefit pension plan jointly sponsored by Paragon and General American.
The benefits are based on years of service and compensation level. No pension
expense was recognized in 1999, 1998 or 1997 due to overfunding of the plan.

                                      F-11
<PAGE>

                         PARGON LIFE INSURANCE COMPANY

                   Notes to Financial Statements--(Continued)

  In addition, Paragon has adopted an associate incentive plan applicable to
full-time salaried associates with at least one year of service. Contributions
to the plan are determined annually by General American and are based on
salaries of eligible associates. Full vesting occurs after five years of
continuous service. Total expenses to the Company for the incentive plan were
$0, $188,316 and $198,972 for 1999, 1998 and 1997, respectively.

  As a result of the Metropolitan Life Insurance purchase, Paragon implemented
a new bonus program covering all associates employed from October 1, 1999
through March 31, 2000 with at least 1000 hours of service during 1999. Total
expense to the Company for this program was $422,700 in 1999.

  Paragon provides for certain health care and life insurance benefits for
retired employees. The Company accounts for these benefits in accordance with
SFAS No. 106 -- Employer's Accounting for Postretirement Benefits Other Than
Pensions. The amounts involved are not material.

(9) Statutory Financial Information

  The Company is subject to financial statement filing requirements of the
State of Missouri Department of Insurance, its state of domicile, as well as
the states in which it transacts business. Such financial statements, generally
referred to as statutory financial statements, are prepared on a basis of
accounting which varies in some respects from generally accepted accounting
principles (GAAP). Statutory accounting principles include: (1) charging of
policy acquisition costs to income as incurred; (2) establishment of policy and
contract liabilities computed using required valuation standards which may vary
in methodology utilized; (3) nonprovision of deferred federal income taxes
resulting from temporary differences between financial reporting and tax bases
of assets and liabilities; (4) recognition of statutory liabilities for asset
impairments and yield stabilization on fixed maturity dispositions prior to
maturity with asset valuation reserves based on statutory determined formulae
and interest stabilization reserves designed to level yields over their
original purchase maturities; (5) valuation of investments in fixed maturities
at amortized cost; (6) net presentation of reinsurance balances; (7)
presentation of indirect cash flows; (8) exclusion of comprehensive income
disclosures; and (9) recognition of deposits and withdrawals on universal life
policies as revenues and expenses.

  The stockholder's equity (surplus) and net income of the Company at December
31, 1999, 1998 and 1997, as determined using statutory accounting practices, is
summarized as follows (000's):

<TABLE>
<CAPTION>
                                                          1999    1998   1997
                                                         ------- ------ ------
      <S>                                                <C>     <C>    <C>
      Statutory surplus as reported to regulatory
       authorities...................................... $13,545 10,500 10,725
      Net income as reported to regulatory authorities.. $   300  1,596  1,397
</TABLE>

(10) Dividend Restrictions

  Dividend payments by Paragon are restricted by state insurance laws as to the
amount that may be paid without prior notice or approval of the Missouri
Department of Insurance. The maximum amount of dividends which can be paid
without prior approval of the insurance commissioner is limited to the maximum
of (1) 10% of statutory surplus or (2) net gain from operations. The maximum
dividend distribution that can be paid by Paragon during 1999 without prior
notice or approval is $300,406. Paragon did not pay dividends in 1999, 1998 or
1997.

(11) Risk-Based Capital

  The insurance departments of various states, including the Company's
domiciliary state of Missouri, impose risk-based capital (RBC) requirements on
insurance enterprises. The RBC calculation serves as a

                                      F-12
<PAGE>

                         PARGON LIFE INSURANCE COMPANY

                   Notes to Financial Statements--(Continued)
benchmark for the regulation of life insurance companies by state insurance
regulators. The requirements apply various weighted factors to financial
balances or activity levels based on their perceived degree of risk.

  The RBC guidelines define specific capital levels where action by the Company
or regulators is required based on the ratio of a company's actual total
adjusted capital to control levels determined by the RBC formula. At December
31, 1999, the Company's actual total adjusted capital was in excess of minimum
levels which would require action by the Company or regulatory authorities
under the RBC formula.

(12) Commitments and Contingencies

  The Company leases certain of its facilities and equipment under
noncancellable leases the majority of which expires March 2001. The future
minimum lease obligations under the terms of the leases are summarized as
follows (000s):

<TABLE>
      <S>                                                                <C>
      Year ended December 31:
        2000............................................................ $   750
        2001............................................................     321
        2002............................................................     130
        2003............................................................      99
                                                                         -------
                                                                         $ 1,300
                                                                         =======
</TABLE>

  Rent expense totaled $507,512, $489,999, and $433,864 in 1999, 1998 and 1997,
respectively.

(13) Comprehensive Income

  In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income", effective for years beginning after December 15, 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of general-
purpose financial statements. The most significant items of comprehensive
income are net income and changes in unrealized gains and losses on securities.
The adoption of SFAS No. 130 does not affect results of operations or financial
position, but affects their presentation and disclosure. The Company has
adopted SFAS No. 130 as of January 1, 1998, and the following summaries present
the components of the Company's comprehensive income, other than net income,
for the periods ending December 31, 1999, 1998 and 1997 (000s):

<TABLE>
<CAPTION>
                                                             1999
                                                -------------------------------
                                                              Tax
                                                Before-Tax (Expense) Net-of-Tax
                                                  Amount   Benefit     Amount
                                                ---------- --------  ----------
      <S>                                       <C>        <C>       <C>
      Unrealized holding losses arising during
       period..................................  $(8,492)   2,972      (5,520)
      Less: reclassification adjustment for
       gains realized in net income............      (57)      20         (37)
                                                 -------    -----      ------
      Other comprehensive loss.................   (8,549)   2,992      (5,557)
                                                 =======    =====      ======
</TABLE>

                                      F-13
<PAGE>

                         PARGON LIFE INSURANCE COMPANY

                   Notes to Financial Statements--(Continued)

<TABLE>
<CAPTION>
                                                             1998
                                                -------------------------------
                                                              Tax
                                                Before-Tax (Expense) Net-of-Tax
                                                  Amount   Benefit     Amount
                                                ---------- --------  ----------
      <S>                                       <C>        <C>       <C>
      Unrealized holding gains arising during
       period..................................   $1,361     (476)      885
      Less: reclassification adjustment for
       gains realized in net income............      (53)      19       (34)
                                                  ------     ----       ---
      Other comprehensive income...............    1,308     (457)      851
                                                  ======     ====       ===
</TABLE>

<TABLE>
<CAPTION>
                                                             1997
                                                -------------------------------
                                                              Tax
                                                Before-Tax (Expense) Net-of-Tax
                                                  Amount   Benefit     Amount
                                                ---------- --------  ----------
      <S>                                       <C>        <C>       <C>
      Unrealized holding gains arising during
       period..................................   $2,585     (904)     1,681
      Less: reclassification adjustment for
       gains realized in net income............      (69)      24        (45)
                                                  ------     ----      -----
      Other comprehensive income...............    2,516     (880)     1,636
                                                  ======     ====      =====
</TABLE>

                                      F-14
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Paragon Life Insurance Company and
 Policyholders of Separate Account A:

  We have audited the accompanying statements of net assets, including the
schedule of investments, of the Cash Management, High-Yield Bond, Growth-
Income, Growth, U.S. Government/AAA-Rated, Asset Allocation, International,
Global Growth, Bond and Global Small Capitalization Divisions of Paragon
Separate Account A as of December 31, 1999, and related statements of
operations and changes in net assets for each of the periods in the three year
period then ended. These financial statements are the responsibility of the
management of Paragon Separate Account A. Our responsibility is to express an
opinion on these financial statements based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of investments owned at December 31, 1999 by
correspondence with the American Variable Insurance Series Mutual Funds. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Cash Management, High-
Yield Bond, Growth-Income, Growth, U.S. Government/AAA-Rated, Asset Allocation,
International, Global Growth, Bond and Global Small Capitalization Divisions of
Paragon Separate Account A as of December 31, 1999, and the results of their
operations and changes in their net assets for each of the periods in the three
year period then ended, in conformity with generally accepted accounting
principles.


March 10, 2000

KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG
International, a Swiss association.

                                      F-15
<PAGE>

                          PARAGON SEPARATE ACCOUNT A

                           STATEMENTS OF NET ASSETS

                               December 31, 1999

<TABLE>
<CAPTION>
                      Cash    High-Yield  Growth-              U.S. Gov/   Asset                   Global
                   Management    Bond      Income     Growth   AAA-Rated Allocation International  Growth     Bond
                    Division   Division   Division   Division  Division   Division    Division    Division  Division
                   ---------- ---------- ---------- ---------- --------- ---------- ------------- --------- --------
<S>                <C>        <C>        <C>        <C>        <C>       <C>        <C>           <C>       <C>
Net Assets:
 Investments in
  American
  Variable
  Insurance Series,
  at Market Value
  (See Schedule
  of
  Investments)...  $2,759,617 3,779,681  27,935,557 59,076,119 3,008,228 6,976,657   19,360,734   1,081,082 189,460
 Receivable from
  Paragon Life
  Insurance
  Company........       2,988     9,074      36,886     77,148    10,508    11,802       13,945       2,466   1,474
                   ---------- ---------  ---------- ---------- --------- ---------   ----------   --------- -------
 Total Net
  Assets.........  $2,762,605 3,788,755  27,972,443 59,153,267 3,018,736 6,988,459   19,374,679   1,083,548 190,934
                   ========== =========  ========== ========== ========= =========   ==========   ========= =======
Net Assets,
 representing:
 Equity of
  Contract
  Owners.........  $2,762,149 3,788,058  27,967,346 59,142,618 3,018,181 6,987,190   19,371,206   1,083,358 190,899
 Equity of
  Paragon Life
  Insurance
  Company........         456       697       5,097     10,649       555     1,269        3,473         190      35
                   ---------- ---------  ---------- ---------- --------- ---------   ----------   --------- -------
                   $2,762,605 3,788,755  27,972,443 59,153,267 3,018,736 6,988,459   19,374,679   1,083,548 190,934
                   ========== =========  ========== ========== ========= =========   ==========   ========= =======
Total Units Held.     167,819   122,353     359,601    409,886   154,481   234,568      494,132      46,328  16,907
Net Asset Value
 Per Unit........  $    16.46     30.96       77.77     144.29     19.54     29.79        39.20       23.38   11.29
Cost of
 Investments.....  $2,784,329 4,084,441  27,157,632 38,491,888 3,187,236 6,559,850   11,694,224     754,306 198,810
                   ========== =========  ========== ========== ========= =========   ==========   ========= =======
<CAPTION>
                    Global Small
                   Capitalization
                      Division
                   --------------
<S>                <C>
Net Assets:
 Investments in
  American
  Variable
  Insurance Series,
  at Market Value
  (See Schedule
  of
  Investments)...     512,562
 Receivable from
  Paragon Life
  Insurance
  Company........         452
                   --------------
 Total Net
  Assets.........     513,014
                   ==============
Net Assets,
 representing:
 Equity of
  Contract
  Owners.........     512,930
 Equity of
  Paragon Life
  Insurance
  Company........          84
                   --------------
                      513,014
                   ==============
Total Units Held.      26,425
Net Asset Value
 Per Unit........       19.41
Cost of
 Investments.....     413,704
                   ==============
</TABLE>



                See Accompanying Notes to Financial Statements.

                                      F-16
<PAGE>

                          PARAGON SEPARATE ACCOUNT A

                           STATEMENTS OF OPERATIONS
                                  Page 1 of 2
 For the years ended December 31, 1999, 1998, and 1997, except for the Global
  Growth Division and Bond Division which are for the period from May 1, 1997
(Inception) to December 31, 1997, and the Global Small Capitalization Division
  which is for the period May 15, 1998 (Inception) through December 31, 1998

<TABLE>
<CAPTION>
                          Cash Management Division     High-Yield Bond Division         Growth-Income Division
                          ---------------------------  ---------------------------  --------------------------------
                            1999      1998     1997      1999      1998     1997       1999       1998       1997
                          ---------  -------  -------  --------  --------  -------  ----------  ---------  ---------
<S>                       <C>        <C>      <C>      <C>       <C>       <C>      <C>         <C>        <C>
Investment Income:
 Dividend Income........  $ 115,490   96,495   74,007   364,194   305,497  264,042     473,123    381,934    350,104
Expenses:
 Mortality and Expense
 Charge.................     19,014   13,584   10,690    27,659    25,250   22,441     199,439    160,445    133,938
                          ---------  -------  -------  --------  --------  -------  ----------  ---------  ---------
   Net Investment Income
   (Expense)............     96,476   82,911   63,317   336,535   280,247  241,601     273,684    221,489    216,166
Net Realized Gain on In-
vestments:
 Realized Gain from Dis-
 tributions.............        --       --       --        --     49,339   34,716   4,499,088  3,510,810  1,872,910
 Proceeds from Sales....  1,005,867  628,387  443,594   582,087   463,409  274,962   3,021,189  1,511,189  1,769,273
 Cost of Investments
 Sold...................  1,012,535  638,944  412,545   623,671   456,240  212,893   2,532,037  1,164,554  1,078,967
                          ---------  -------  -------  --------  --------  -------  ----------  ---------  ---------
   Net Realized Gain
   (Loss) on Invest-
   ments................     (6,668) (10,557)  31,049   (41,584)   56,508   96,785   4,988,240  3,857,445  2,563,216
Net Unrealized Gain
(Loss) on Investments:
 Unrealized Gain (Loss)
 Beginning of Year......    (37,429) (46,116) (11,937) (189,935)  159,157  173,880   3,336,423  3,787,828  2,714,233
 Unrealized Gain (Loss)
 End of Year............    (24,712) (37,429) (46,116) (304,760) (189,935) 159,157     777,925  3,336,423  3,787,828
                          ---------  -------  -------  --------  --------  -------  ----------  ---------  ---------
 Net Unrealized Gain
 (Loss) on Investments..     12,717    8,687  (34,179) (114,824) (349,092) (14,723) (2,558,498)  (451,405) 1,073,595
                          ---------  -------  -------  --------  --------  -------  ----------  ---------  ---------
   Net Gain (Loss) on
   Investments..........      6,049   (1,870)  (3,130) (156,408) (292,584)  82,062   2,429,742  3,406,040  3,636,811
Increase (Decrease) in
Assets Resulting from
Operations..............  $ 102,525   81,041   60,187   180,127   (12,337) 323,663   2,703,426  3,627,529  3,852,977
                          =========  =======  =======  ========  ========  =======  ==========  =========  =========
</TABLE>

<TABLE>
<CAPTION>
                                                                 U.S. Government/
                                  Growth Division               AAA-Rated Division        Asset Allocation Division
                          ---------------------------------  ---------------------------  ---------------------------
                             1999        1998       1997       1999      1998     1997      1999      1998     1997
                          -----------  ---------  ---------  --------  --------  -------  ---------  -------  -------
<S>                       <C>          <C>        <C>        <C>       <C>       <C>      <C>        <C>      <C>
Investment Income:
 Dividend Income........  $    83,136    115,480    134,259   192,900   165,217  147,633    243,309  223,957  174,754
Expenses:
 Mortality and Expense
 Charge.................      328,963    215,716    173,987    22,747    19,492   16,289     51,814   44,638   36,970
                          -----------  ---------  ---------  --------  --------  -------  ---------  -------  -------
   Net Investment Income
   (Expense)............     (245,827)  (100,236)   (39,728)  170,153   145,725  131,344    191,495  179,319  137,784
Net Realized Gain on In-
vestments:
 Realized Gain from Dis-
 tributions.............    7,940,743  4,926,240  3,088,079       --        --       --     436,651  461,427  288,742
 Proceeds from Sales....    4,078,426  2,408,576  2,854,025   403,213   419,091  363,960  1,089,565  522,616  593,825
 Cost of Investments
 Sold...................    2,741,360  1,811,155  1,752,513   414,626   416,180  314,641    950,757  435,583  405,749
                          -----------  ---------  ---------  --------  --------  -------  ---------  -------  -------
   Net Realized Gain
   (Loss) on Invest-
   ments................    9,277,809  5,523,661  4,189,591   (11,413)    2,911   49,319    575,659  548,460  476,818
Net Unrealized Gain
(Loss) on Investments:
 Unrealized Gain (Loss)
 Beginning of Year......    8,529,513  4,617,293  2,937,160    19,560   (27,162)  (6,315)   747,636  772,040  527,649
 Unrealized Gain (Loss)
 End of Year............   20,584,231  8,529,513  4,617,293  (179,008)   19,560  (27,162)   416,807  747,636  772,040
                          -----------  ---------  ---------  --------  --------  -------  ---------  -------  -------
 Net Unrealized Gain
 (Loss) on Investments..   12,054,718  3,912,220  1,680,133  (198,568)   46,722  (20,847)  (330,829) (24,404) 244,391
                          -----------  ---------  ---------  --------  --------  -------  ---------  -------  -------
   Net Gain (Loss) on
   Investments..........   21,332,527  9,435,881  5,869,724  (209,981)   49,633   28,472    244,830  524,056  721,209
Increase (Decrease) in
Assets Resulting from
Operations..............  $21,086,700  9,335,645  5,829,996   (39,828)  195,358  159,816    436,325  703,375  858,993
                          ===========  =========  =========  ========  ========  =======  =========  =======  =======
</TABLE>

                See Accompanying Notes to Financial Statements.

                                      F-17
<PAGE>

                          PARAGON SEPARATE ACCOUNT A

                     STATEMENTS OF OPERATIONS--(Continued)

                                  Page 2 of 2
 For the years ended December 31, 1999, 1998, and 1997, except for the Global
  Growth Division and Bond Division which are for the period from May 1, 1997
(Inception) to December 31, 1997, and the Global Small Capitalization Division
  which is for the period May 15, 1998 (Inception) through December 31, 1998

<TABLE>
<CAPTION>
                                                                                                           Global Small
                                                             Global Growth                                Capitalization
                              International Division            Division             Bond Division           Division
                          ------------------------------  ---------------------  -----------------------  ---------------
                             1999      1998      1997      1999    1998   1997    1999     1998    1997    1999     1998
                          ---------- --------- ---------  ------- ------  -----  -------  ------  ------  -------  ------
<S>                       <C>        <C>       <C>        <C>     <C>     <C>    <C>      <C>     <C>     <C>      <C>
Investment Income:
 Dividend Income........  $  234,405   131,756   175,293    7,917  1,621     29   13,952   9,392     926      708     268
Expenses:
 Mortality and Expense
 Charge.................      98,243    72,947    66,681    3,817    940     12    1,480     922       9    1,281     118
                          ---------- --------- ---------  ------- ------  -----  -------  ------  ------  -------  ------
   Net Investment Income
   (Expense)............     136,162    58,809   106,612    4,100    681     17   12,472   8,470     917     (573)    150
Net Realized Gain on In-
vestments:
 Realized Gain from Dis-
 tributions.............   1,690,422   194,147   895,572   42,478  6,913     20      --    1,020     739   40,508     939
 Proceeds from Sales....   1,813,710 1,525,220 1,324,190   38,390 63,152  5,402  103,342  12,969     --    40,096   2,973
 Cost of Investments
 Sold...................   1,137,843 1,342,843   980,764   31,886 60,867  5,506  106,752  13,407     --    32,054   3,061
                          ---------- --------- ---------  ------- ------  -----  -------  ------  ------  -------  ------
   Net Realized Gain
   (Loss) on Invest-
   ments................   2,166,289   376,524 1,238,996   48,962  9,196    (84)  (3,410)    582     739   48,550     851
Net Unrealized Gain
(Loss) on Investments:
 Unrealized Gain (Loss)
 Beginning of Year......   1,665,020   254,538   959,525   22,248   (155)   --    (4,405) (1,574)    --    12,850     --
 Unrealized Gain (Loss)
 End of Year............   7,666,510 1,665,020   254,538  326,776 22,248   (155)  (9,350) (4,405) (1,574)  98,858  12,850
                          ---------- --------- ---------  ------- ------  -----  -------  ------  ------  -------  ------
 Net Unrealized Gain
 (Loss) on Investments..   6,001,490 1,410,482  (704,987) 304,528 22,403   (155)  (4,945) (2,831) (1,574)  86,008  12,850
                          ---------- --------- ---------  ------- ------  -----  -------  ------  ------  -------  ------
   Net Gain (Loss) on
   Investments..........   8,167,779 1,787,006   534,011  353,510 31,601   (239)  (8,355) (2,249)   (835) 134,558  13,701
Increase (Decrease) in
Assets Resulting from
Operations..............  $8,303,941 1,845,815   642,623  357,610 32,282   (222)   4,117   6,221      82  133,985  13,851
                          ========== ========= =========  ======= ======  =====  =======  ======  ======  =======  ======
</TABLE>



                See Accompanying Notes to Financial Statements.

                                      F-18
<PAGE>

                          PARAGON SEPARATE ACCOUNT A

                      STATEMENTS OF CHANGES IN NET ASSETS
 For the years ended December 31, 1999, 1998, and 1997, except for the Global
  Growth Division and Bond Division which are for the period from May 1, 1997
(Inception) to December 31, 1997, and the Global Small Capitalization Division
  which is for the period May 15, 1998 (Inception) through December 31, 1998

<TABLE>
<CAPTION>
                             Cash Management Division         High-Yield Bond Division            Growth-Income Division
                          --------------------------------  -------------------------------  ----------------------------------
                             1999       1998       1997       1999       1998       1997        1999        1998        1997
                          ----------  ---------  ---------  ---------  ---------  ---------  ----------  ----------  ----------
<S>                       <C>         <C>        <C>        <C>        <C>        <C>        <C>         <C>         <C>
Operations:
 Net Investment Income
 (Expense)..............  $   96,476     82,911     63,317    336,535    280,247    241,601     273,684     221,489     216,166
 Net Realized Gain
 (Loss) on Investment...      (6,668)   (10,557)    31,049    (41,584)    56,508     96,785   4,988,240   3,857,445   2,563,216
 Net Unrealized Gain
 (Loss) on Investments..      12,717      8,687    (34,179)  (114,824)  (349,092)   (14,723) (2,558,498)   (451,405)  1,073,595
                          ----------  ---------  ---------  ---------  ---------  ---------  ----------  ----------  ----------
  Increase (Decrease)
  in Net Assets Result-
  ing from Operations...     102,525     81,041     60,187    180,127    (12,337)   323,663   2.703,426   3,627,529   3,852,977
  Net Deposits into
  Separate Account......     495,973    596,074     69,053     25,491    239,057    459,664     302,305   1,503,802   1,497,701
                          ----------  ---------  ---------  ---------  ---------  ---------  ----------  ----------  ----------
   Increase in Net As-
   sets.................     598,498    677,115    129,240    205,618    226,720    783,327   3,005,731   5,131,331   5,350,678
Net Assets, Beginning of
Year....................   2,164,107  1,486,992  1,357,752  3,583,137  3,356,417  2,573,090  24,966,712  19,835,381  14,484,703
                          ----------  ---------  ---------  ---------  ---------  ---------  ----------  ----------  ----------
Net Assets, End of Year.  $2,762,605  2,164,107  1,486,992  3,788,755  3,583,137  3,356,417  27,972,443  24,966,712  19,835,381
                          ==========  =========  =========  =========  =========  =========  ==========  ==========  ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                   U.S. Government/
                                 Growth Division                  AAA-Rated Division           Asset Allocation Division
                        -----------------------------------  ------------------------------  -------------------------------
                           1999         1998        1997       1999       1998      1997       1999       1998       1997
                        -----------  ----------  ----------  ---------  --------- ---------  ---------  ---------  ---------
<S>                     <C>          <C>         <C>         <C>        <C>       <C>        <C>        <C>        <C>
Operations:
 Net Investment Income
 (Expense)............. $  (245,827)   (100,236)    (39,728)   170,153    145,725   131,344    191,495    179,319    137,784
 Net Realized Gain
 (Loss) on Investment..   9,277,809   5,523,661   4,189,591    (11,413)     2,911    49,319    575,659    548,460    476,818
 Net Unrealized Gain
 (Loss) on Invest-
 ments.................  12,054,718   3,912,220   1,680,133   (198,568)    46,722   (20,847)  (330,829)   (24,404)   244,391
                        -----------  ----------  ----------  ---------  --------- ---------  ---------  ---------  ---------
  Increase (Decrease)
  in Net Assets Re-
  sulting from Opera-
  tions................  21,086,700   9,335,645   5,829,996    (39,828)   195,358   159,816    436,325    703,375    858,993
  Net Deposits into
  Separate Account.....   1,094,698   1,824,078     864,930      9,536    508,935   158,596   (256,535)   702,411    389,338
                        -----------  ----------  ----------  ---------  --------- ---------  ---------  ---------  ---------
   Increase in Net
   Assets..............  22,181,398  11,159,723   6,694,926    (30,292)   704,293   318,412    179,790  1,405,786  1,248,331
Net Assets, Beginning
of Year................  36,971,869  25,812,144  19,117,218  3,049,028  2,344,735 2,026,323  6,808,669  5,402,883  4,154,552
                        -----------  ----------  ----------  ---------  --------- ---------  ---------  ---------  ---------
Net Assets, End of
Year................... $59,153,267  36,971,869  25,812,144  3,018,736  3,049,028 2,344,735  6,988,459  6,808,669  5,402,883
                        ===========  ==========  ==========  =========  ========= =========  =========  =========  =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                           Global Small
                                                            Global Growth                                 Capitalization
                          International Division              Division              Bond Division            Division
                     --------------------------------  -----------------------  ------------------------  ---------------
                        1999        1998      1997       1999     1998   1997    1999     1998     1997    1999     1998
                     ----------- ---------- ---------  --------- ------- -----  -------  -------  ------  -------  ------
<S>                  <C>         <C>        <C>        <C>       <C>     <C>    <C>      <C>      <C>     <C>      <C>
Operations:
 Net Investment In-
 come (Expense)..... $   136,162     58,809   108,612      4,100     681    17   12,472    8,470     917     (573)    150
 Net Realized Gain
 (Loss) on Invest-
 ment...............   2,166,289    376,524 1,238,998     48,982   9,198   (84)  (3,410)     582     739   48,550     851
 Net Unrealized
 Gain (Loss) on In-
 vestments..........   6,001,490  1,410,482  (704,987)   304,528  22,403  (155)  (4,945)  (2,831) (1,574)  86,008  12,850
                     ----------- ---------- ---------  --------- ------- -----  -------  -------  ------  -------  ------
  Increase (De-
  crease) in Net
  Assets Resulting
  from Operations...   8,303,941  1,845,815   642,623    357,610  32,282  (222)   4,117    6,221      82  133,985  13,851
  Net Deposits into
  Separate Account..     157,446    313,448   722,256    508,572 179,878 5,428  (35,581) 151,370  64,725  306,127  59,051
                     ----------- ---------- ---------  --------- ------- -----  -------  -------  ------  -------  ------
   Increase in Net
   Assets...........   8,461,387  2,159,263 1,364,879    866,182 212,160 5,206  (31,464) 157,591  64,807  440,112  72,902
Net Assets, Begin-
ning of Year........  10,913,292  8,754,029 7,389,150    217,366   5,206   --   222,398   64,807     --    72,902     --
                     ----------- ---------- ---------  --------- ------- -----  -------  -------  ------  -------  ------
Net Assets, End of
Year................ $19,374,679 10,913,292 8,754,029  1,083,548 217,366 5,206  190,934  222,398  64,807  513,014  72,902
                     =========== ========== =========  ========= ======= =====  =======  =======  ======  =======  ======
</TABLE>

                See Accompanying Notes to Financial Statements.

                                      F-19
<PAGE>

                           PARAGON SEPARATE ACCOUNT A

                         Notes to Financial Statements

                               December 31, 1999

(1) Organization

  Paragon Life Insurance Company (Paragon) established Paragon Separate Account
A on October 30, 1987. Paragon Separate Account A (the Separate Account)
commenced operations on October 24, 1989 and is registered under the Investment
Company Act of 1940 as a unit investment trust. The Separate Account receives
and invests net premiums for flexible premium group variable life insurance
policies that are issued by Paragon. The Separate Account is divided into ten
divisions, which invest exclusively in shares of a single fund of American
Variable Insurance Series (American Series), an open-end, diversified
management investment company. These funds are the Cash Management, High-Yield
Bond, Growth-Income, Growth, U.S. Government AAA-Rated, Asset Allocation,
International, Global Growth, Bond and Global Small Capitalization (the
Divisions). Policyholders have the option of directing their premium payments
into any or all of the Divisions.

(2) Significant Accounting Policies

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

 Investments

  The Separate Account's investments in the Funds of the American Series are
valued daily based on the net asset values of the respective fund shares held.
The average cost method is used in determining the cost of shares sold on
withdrawals by the Separate Account. Share transactions are recorded consistent
with trade date accounting. All dividends received are immediately reinvested
on the ex-dividend date.

 Federal Income Taxes

  The operations of the Separate Account are treated as part of Paragon for
income tax purposes. Under existing Federal income tax law, capital gains from
sales of investments of the Separate Account are not taxable. Therefore, no
Federal income tax has been provided.

 Use of Estimates

  The preparation of financial statements requires management to make estimates
and assumptions with respect to amounts reported in the financial statements.
Actual results could differ from those estimates.

(3) Policy Charges

  Charges are deducted from the policies and the Separate Account to compensate
Paragon for providing the insurance benefits set forth in the contracts and any
additional benefits added by rider, administering the policies, incurring
expenses in distributing the policies, and assuming certain risks in connection
with the policy.

 Premium Expense Charge

  Certain policies include a provision that premium payments may be reduced by
a premium expense charge. The premium expense charge, if any, is determined by
the costs associated with distributing the policy and is equal to 1%, 2.5% or
3.5% of the premium paid. The premium expense charge compensates Paragon for

                                      F-20
<PAGE>

                           PARAGON SEPARATE ACCOUNT A

                   Notes to Financial Statements--(Continued)

(3) Policy Charges--Continued

providing the insurance benefits set forth in the policies, incurring expenses
of distributing the policies, and assuming certain risks in connection with the
policies. In addition, some polices have a premium tax assessment equal to 2%
to 2.25% to reimburse Paragon for premium taxes incurred. The premium payment
less premium expense and premium tax charges equals the net premium that is
invested in the underlying separate account.

 Monthly Expense Charge

  Paragon has responsibility for the administration of the policies and the
Separate Account. As reimbursement for expenses related to the acquisition and
maintenance of each policy and the Separate Account, Paragon assesses a monthly
administration charge to each policy. This charge, which varies due to the size
of the group, has a maximum of $6.00 per month during the first 12 policy
months and $3.50 per month thereafter.

 Cost of Insurance

  The cost of insurance is deducted on each monthly anniversary for the
following policy month. Because the cost of insurance depends upon a number of
variables, the cost varies for each policy month. The cost of insurance is
determined separately for the initial face amount and for any subsequent
increase in face amount. Paragon determines the monthly cost of insurance
charge by multiplying the applicable cost of insurance rate or rates by the net
amount at risk for each policy month.

 Optional Rider Benefits Charge

  The optional rider benefits charge is a monthly deduction for any additional
benefits provided by policy riders.

 Surrender or Contingent Deferred Sales Charge

  During the first policy year, or after issue or an increase, certain policies
include a provision for a charge upon surrender or lapse of the policy, a
requested decrease in face amount, or a partial withdrawal that causes the face
amount to decrease. The amount assessed under the policy terms, if any, depends
upon the cost associated with distributing the particular policies. The amount
of any charge depends on a number of factors, including whether the event is a
full surrender or lapse or only a decrease in face amount, the amount of
premiums received by Paragon, and the policy year up to eleven years after the
initial charge in which the surrender or other event takes place.

 Mortality and Expense Charge

  In addition to the above contract charges, a daily charge is made against the
operations of each division for the mortality and expense risks assumed by
Paragon. Paragon deducts a daily charge from the Separate Account at the rate
of .0000206% of the net assets of each division of the Separate Account which
equals an annual rate of .75% of those net assets. The mortality risk assumed
by Paragon is that insureds may die sooner than anticipated and that,
therefore, Paragon will pay an aggregate amount of death benefits greater than
anticipated. The expense risk assumed is that expenses incurred in issuing and
administering the policy will exceed the amounts realized from the
administrative charges assessed against the policy.

                                      F-21
<PAGE>

                          PARAGON SEPARATE ACCOUNT A

                  Notes to Financial Statements--(Continued)

(4) Purchases and Sales of American Series Shares

  For the Years ended December 31, 1999, 1998, and 1997, except for the Global
Growth Division and Bond Division which are for the period from May 1, 1997
(Inception) to December 31, 1997, and the Global Small Capitalization Division
which are for the period May 15, 1998 (Inception) through December 31, 1998,
purchases and proceeds from the sales of the American Series were as follows:

<TABLE>
<CAPTION>
                           Cash Management Division     High-Yield Division      Growth-Income Division
                         ---------------------------- ----------------------- -----------------------------
                            1999      1998     1997    1999    1998    1997     1999      1998      1997
                         ---------- --------- ------- ------- ------- ------- --------- --------- ---------
<S>                      <C>        <C>       <C>     <C>     <C>     <C>     <C>       <C>       <C>
Purchases............... $1,482,069 1,211,759 501,797 584,077 664,784 716,910 3,137,946 2,826,253 3,148,883
Sales................... $1,005,867   628,387 443,594 582,087 463,409 274,962 3,021,189 1,511,189 1,769,273
                         ========== ========= ======= ======= ======= ======= ========= ========= =========
</TABLE>

<TABLE>
<CAPTION>
                                                           U.S. Government/
                                Growth Division           AAA-Rated Division     Asset Allocation Division
                         ------------------------------ ----------------------- ---------------------------
                            1999      1998      1997     1999    1998    1997     1999      1998     1997
                         ---------- --------- --------- ------- ------- ------- --------- --------- -------
<S>                      <C>        <C>       <C>       <C>     <C>     <C>     <C>       <C>       <C>
Purchases............... $4,831,538 3,933,913 3,567,101 389,407 898,768 512,847   776,736 1,176,859 934,034
Sales................... $4,078,426 2,408,576 2,854,025 403,213 419,091 363,960 1,089,565   522,616 593,825
                         ========== ========= ========= ======= ======= ======= ========= ========= =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                                       Global Small
                                                            Global Growth                              Corporation
                             International Division            Division            Bond Division         Division
                         ------------------------------ ---------------------- ---------------------- --------------
                            1999      1998      1997     1999    1998    1997   1999    1998    1997   1999    1998
                         ---------- --------- --------- ------- ------- ------ ------- ------- ------ ------- ------
<S>                      <C>        <C>       <C>       <C>     <C>     <C>    <C>     <C>     <C>    <C>     <C>
Purchases............... $1,866,011 1,701,386 2,043,240 542,031 240,471 11,085  66,106 162,110 64,725 344,832 61,565
Sales................... $1,813,710 1,525,220 1,324,190  38,390  63,152  5,402 103,342  12,969      0  40,096  2,973
                         ========== ========= ========= ======= ======= ====== ======= ======= ====== ======= ======
</TABLE>

  The purchases above do not include dividends and realized gains from
distributions that have been reinvested into the respective divisions.

                                      F-22
<PAGE>

                          PARAGON SEPARATE ACCOUNT A

                  Notes to Financial Statements--(Continued)

Note 5--Accumulation of Unit Activity

  The following is a reconciliation of the accumulation of unit activity for
the Years ended December 31, 1999, 1998, and 1997 except for the Global Growth
Division and Bond Division which are for the period from May 1, 1997
(Inception) to December 31, 1997, and the Global Small Capitalization Division
which is for the period May 15, 1998 (Inception) through December 31, 1998.

<TABLE>
<CAPTION>
                                                              High-
                           Cash Management Division    Yield Bond Division     Growth-Income Division
                          -------------------------- ----------------------- ---------------------------
                            1999     1998     1997    1999    1998    1997     1999      1998     1997
                          -------- -------- -------- ------- ------- ------- --------  -------- --------
<S>                       <C>      <C>      <C>      <C>     <C>     <C>     <C>       <C>      <C>
Net Increase in Units
 Deposits...............    93,130   78,771   34,468  19,790  23,162  25,785   43,326    45,271   59,235
 Withdrawals............    62,101   40,080   29,861  18,983  15,117   9,362   38,900    21,620   30,135
                          -------- -------- -------- ------- ------- ------- --------  -------- --------
 Net Increase in Units..    31,029   38,691    4,607     807   8,045  16,423    4,426    23,651   29,100
Outstanding Units,
Beginning of Year.......   136,790   98,099   93,492 121,546 113,501  97,078  355,175   331,524  302,424
                          -------- -------- -------- ------- ------- ------- --------  -------- --------
Outstanding Units, End
of Year.................   167,819  136,790   98,099 122,353 121,546 113,501  359,601   355,175  331,524
                          ======== ======== ======== ======= ======= ======= ========  ======== ========
<CAPTION>
                                                        U.S. Government/
                               Growth Division         AAA-Rated Division    Asset Allocation Division
                          -------------------------- ----------------------- ---------------------------
                            1999     1998     1997    1999    1998    1997     1999      1998     1997
                          -------- -------- -------- ------- ------- ------- --------  -------- --------
<S>                       <C>      <C>      <C>      <C>     <C>     <C>     <C>       <C>      <C>
Net Increase in Units
 Deposits...............    45,334   53,606   59,854  20,540  48,167  29,124   27,915    45,193   41,817
 Withdrawals............    36,311   29,276   43,445  20,135  21,317  20,299   36,665    18,678   24,483
                          -------- -------- -------- ------- ------- ------- --------  -------- --------
 Net Increase in Units..     9,023   24,330   16,409     405  26,850   8,825   (8,750)   26,515   17,334
Outstanding Units,
Beginning of Year.......   400,863  376,533  360,124 154,076 127,226 118,401  243,318   216,803  199,469
                          -------- -------- -------- ------- ------- ------- --------  -------- --------
Outstanding Units, End
of Year.................   409,886  400,863  376,533 154,481 154,076 127,226  234,568   243,318  216,803
                          ======== ======== ======== ======= ======= ======= ========  ======== ========
</TABLE>

<TABLE>
<CAPTION>
                                                                                            Global Small
                                                     Global Growth                         Capitalization
                          International Division       Division         Bond Division         Division
                          ----------------------- ------------------- -------------------- ---------------
                           1999    1998    1997    1999   1998  1997  1999     1998  1997   1999    1998
                          ------- ------- ------- ------ ------ ----- ------  ------ ----- ------- -------
<S>                       <C>     <C>     <C>     <C>    <C>    <C>   <C>     <C>    <C>   <C>     <C>
Net Increase in Units
 Deposits...............   73,275  85,032 110,855 32,866 20,277 1,004  6,032  15,192 6,056  22,912  7,474
 Withdrawals............   66,636  68,041  70,268  2,223  5,073   523  9,223   1,149     1   3,634    327
                          ------- ------- ------- ------ ------ ----- ------  ------ ----- ------- ------
 Net Increase in Units..    6,639  16,991  40,587 30,643 15,204   481 (3,191) 14,043 6,055  19,278  7,147
Outstanding Units,
Beginning of Year.......  487,493 470,502 429,915 15,685    481   --  20,098   6,055   --    7,147    --
                          ------- ------- ------- ------ ------ ----- ------  ------ ----- ------- ------
Outstanding Units, End
of Year.................  494,132 487,493 470,502 46,328 15,685   481 16,907  20,098 6,055  26,425  7,147
                          ======= ======= ======= ====== ====== ===== ======  ====== ===== ======= ======
</TABLE>

                                      F-23
<PAGE>

                          PARAGON SEPARATE ACCOUNT A

                  Notes to Financial Statements--(Continued)
                                  Page 1 of 2

Note 6--Reconciliation of Gross and Net Deposits into the Separate Account

  Deposits into the Separate Account purchase shares in the American Series.
Net deposits represent the amount available for investment in such shares
after deduction of premium expense charges, monthly expense charges, cost of
insurance and the cost of rider charges. The following is a summary of net
deposits made for the years ended December 31, 1999, 1998, and 1997, except
for the Global Growth Division and Bond Division which are for the period from
May 1, 1997 (Inception) to December 31, 1997, and the Global Small
Capitalization Division which is for the period May 15, 1998 (Inception)
through December 31, 1998.

<TABLE>
<CAPTION>
                          Cash Management Division       High-Yield Bond Division          Growth-Income Division
                         -----------------------------  ----------------------------  ----------------------------------
                           1999       1998      1997      1999      1998      1997       1999       1998         1997
                         ---------  --------  --------  --------  --------  --------  ----------  ----------  ----------
<S>                      <C>        <C>       <C>       <C>       <C>       <C>       <C>         <C>         <C>
Total Gross Deposits.... $ 662,254   900,694   480,549   757,715   939,255   851,440   4,105,126   4,415,471   4,234,060
Surrenders and
Withdrawals.............  (403,468) (248,642) (255,218) (237,513) (349,977) (164,731) (1,418,560) (1,194,511) (1,323,100)
Transfers Between Funds
and General Account.....   529,957   222,269   103,215  (248,946)  (66,499)   34,786  (1,035,081)   (362,418)   (135,707)
                         ---------  --------  --------  --------  --------  --------  ----------  ----------  ----------
 Total Gross Deposits
 net of Surrenders,
 Withdrawals, and
 Transfers..............   788,743   874,321   328,546   271,256   522,779   721,495   1,651,485   2,858,542   2,775,253
Deductions:
 Premium Expense
 Charges................    16,902    23,179    12,315    19,339    24,171    21,821     104,770     113,631     108,510
 Monthly Expense
 Charges................    10,381     9,831     5,351     8,520    10,004     9,481      46,827      47,835      47,147
 Cost of Insurance and
 Optional Benefits......   265,487   245,237   241,827   217,906   249,547   230,529   1,197,583   1,193,274   1,121,895
                         ---------  --------  --------  --------  --------  --------  ----------  ----------  ----------
   Total Deductions.....   292,770   278,247   259,493   245,765   283,722   261,831   1,349,180   1,354,740   1,277,552
                         ---------  --------  --------  --------  --------  --------  ----------  ----------  ----------
Net Deposits from
Policyholders........... $ 495,973   596,074    69,053    25,491   239,057   459,664     302,305   1,503,802   1,497,701
                         =========  ========  ========  ========  ========  ========  ==========  ==========  ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                   U.S. Government/
                                  Growth Division                 AAA-Rated Division          Asset Allocation Division
                         -----------------------------------  ----------------------------  -------------------------------
                            1999         1998        1997       1999      1998      1997      1999       1998       1997
                         -----------  ----------  ----------  --------  --------  --------  ---------  ---------  ---------
<S>                      <C>          <C>         <C>         <C>       <C>       <C>       <C>        <C>        <C>
Total Gross Deposits.... $ 5,805,189   5,752,879   5,579,506   563,306   830,396   604,392  1,137,178  1,402,869  1,203,831
Surrenders and
Withdrawals.............  (2,864,964) (1,839,538) (2,433,049) (251,185) (255,904) (253,307)  (483,502)  (286,876)  (368,203)
Transfers Between Funds
and General Account.....      42,059    (340,651)   (680,220)  (97,150)  151,445    17,632   (554,944)   (26,637)   (92,300)
                         -----------  ----------  ----------  --------  --------  --------  ---------  ---------  ---------
 Total Gross Deposits
 net of Surrenders,
 Withdrawals, and
 Transfers..............   2,982,284   3,572,690   2,466,237   214,971   725,937   368,717     98,732  1,089,356    743,328
Deductions:
 Premium Expense
 Charges................     148,159     148,049     142,991    14,376    21,369    15,489     29,023     36,102     30,852
 Monthly Expense
 Charges................      65,455      61,689      62,129     7,190     7,540     6,730     12,277     13,522     13,405
 Cost of Insurance and
 Optional Benefits......   1,673,972   1,538,874   1,396,187   183,869   188,093   187,902    313,967    337,321    309,733
                         -----------  ----------  ----------  --------  --------  --------  ---------  ---------  ---------
   Total Deductions.....   1,887,586   1,748,612   1,601,307   205,435   217,002   210,121    355,267    386,945    353,990
                         -----------  ----------  ----------  --------  --------  --------  ---------  ---------  ---------
Net Deposits from
Policyholders........... $ 1,094,698   1,824,078     864,930     9,536   508,935   158,596   (256,535)   702,411    389,338
                         ===========  ==========  ==========  ========  ========  ========  =========  =========  =========
</TABLE>

                                      F-24
<PAGE>

                          PARAGON SEPARATE ACCOUNT A

                  Notes to Financial Statements--(Continued)
                                  Page 2 of 2

Note 6--Reconciliation of Gross and Net Deposits into the Separate Account

  Deposits into the Separate Account purchase shares in the American Series.
Net deposits represent the amount available for investment in such shares
after deduction of premium expense charges, monthly expense charges, cost of
insurance and the cost of rider charges. The following is a summary of net
deposits made for the years ended December 31, 1999, 1998, and 1997, except
for the Global Growth Division and Bond Division which are for the period from
May 1, 1997 (Inception) to December 31, 1997, and the Global Small
Capitalization Division which is for the period May 15, 1998 (Inception)
through December 31, 1998.

<TABLE>
<CAPTION>
                                                                                                              Global Small
                                                               Global Growth                                 Capitalization
                             International Division              Division               Bond Division           Division
                         --------------------------------  -----------------------  ------------------------ ---------------
                            1999       1998       1997      1999     1998    1997    1999     1998     1997   1999     1998
                         ----------  ---------  ---------  -------  -------  -----  -------  -------  ------ -------  ------
 <S>                     <C>         <C>        <C>        <C>      <C>      <C>    <C>      <C>      <C>    <C>      <C>
 Total Gross Deposits..  $2,011,778  2,441,558  2,486,717  248,542   81,931  2,352   79,818   60,770     --  132,488  16,691
 Surrenders and
 Withdrawals...........    (825,357)  (600,534)  (825,714) (22,028) (26,996)  (133) (74,358) (21,833)    --   (6,034) (4,977)
 Transfers Between
 Funds and General
 Account...............    (447,726)  (907,398)  (286,533) 317,972  134,522  3,026  (24,218) 122,776  64,725 193,956  48,497
                         ----------  ---------  ---------  -------  -------  -----  -------  -------  ------ -------  ------
  Total Gross Deposits
  net of Surrenders,
  Withdrawals,
  and Transfers........     738,695    933,626  1,374,470  544,486  189,457  5,245  (18,758) 161,713  64,725 320,410  60,211
 Deductions:
  Premium Expense
  Charges..............      51,344     62,833     63,729    6,342    2,108     60    2,038    1,564     --    3,383     430
  Monthly Expense
  Charges..............      19,940     21,481     27,690    1,113      288     26      556      338      --     410      28
  Cost of Insurance
  and Optional
  Benefits.............     509,965    535,864    560,795   28,459    7,183   (269)  14,229    8,441     --   10,490     702
                         ----------  ---------  ---------  -------  -------  -----  -------  -------  ------ -------  ------
    Total Deductions...     581,249    620,178    652,214   35,914    9,579   (183)  16,823   10,343     --   14,283   1,160
                         ----------  ---------  ---------  -------  -------  -----  -------  -------  ------ -------  ------
 Net Deposits from
 Policyholders.........  $  157,446    313,448    722,256  508,572  179,878  5,428  (35,581) 151,370  64,725 306,127  59,051
                         ==========  =========  =========  =======  =======  =====  =======  =======  ====== =======  ======
</TABLE>

                                      F-25
<PAGE>

                           PARAGON SEPARATE ACCOUNT A
                   Note to Financial Statements--(Continued)

Note 7--Subsequent Event

  On January 6, 2000, Paragon Life Insurance Co.'s ultimate parent, GenAmerica
Corporation, was purchased by Metropolitan Life Insurance Company.

                                      F-26
<PAGE>

                           PARAGON SEPARATE ACCOUNT A

                            SCHEDULE OF INVESTMENTS

                               December 31, 1999

<TABLE>
<CAPTION>
                                                Number     Market
                                               of Shares    Value       Cost
                                               --------- ----------- -----------
<S>                                            <C>       <C>         <C>
American Variable Insurance Series:
  Cash Management Division....................  249,739  $ 2,759,617 $ 2,784,329
  High-Yield Bond Division....................  296,446    3,779,681   4,084,441
  Growth-Income Division......................  844,485   27,935,557  27,157,632
  Growth Division.............................  836,535   59,076,119  38,491,888
  U.S. Government/AAA-Rated Division..........  284,870    3,008,228   3,187,236
  Asset Allocation Division...................  462,950    6,976,657   6,559,850
  International Division......................  724,036   19,360,734  11,694,224
  Global Growth Division......................   50,471    1,081,082     754,306
  Bond Fund...................................   19,452      189,460     198,810
  Global Small Capitalization.................   29,508      512,562     413,704
</TABLE>





                 See Accompanying Independent Auditors' Report.

                                      F-27
<PAGE>

                                   APPENDIX A

                Illustrations of Death Benefits and Cash Values

  The following tables illustrate how the Cash Value, Cash Surrender Value and
Death Benefit of a Policy change with the investment experience of a Division
of the Separate Account. The tables show how the Cash Value, Cash Surrender
Value, and Death Benefit of a Policy issued to an Insured of a given age and at
a given premium would vary over time if the investment return on the assets
held in each Division of the Separate Account were a uniform, gross, after-tax
annual rate of 0%, 6% or 12%. In addition, the Cash Values, Cash Surrender
Values and Death Benefits would be different from those shown if the gross
annual investment rates of return averaged 0%, 6%, and 12% over a period of
years, but fluctuated above and below those averages for individual Policy
years.

  The tables illustrate a Policy issued to an Insured, age 40, in a group that
is 75% male, 25% female and had 2,500 eligible employees. The tables show the
results for each of the possible sales charges under the Policies: assuming a
group contract determination under OBRA (1) if the sales charges are assumed to
be zero ("0"); and (2) if the sales charges are assumed to be a contingent
deferred sales charge of 30% and a premium expense charge of zero ("0"). In
each situation the monthly administrative charge is assumed to be $4.50 during
the first Policy Year and $2.00 in subsequent Policy Years. If a particular
Policy has different sales or administrative charges or if a particular group
is larger or smaller or has a different gender mix, the Cash Values, Cash
Surrender Values and Death Benefits would vary from those shown in the tables.
The illustrations reflect the deduction of a 2 percent premium tax charge.

  The Cash Value column under the "Guaranteed" heading shows the accumulated
value of the premiums paid reflecting deduction of the charges described above
(except for the contingent deferred sales charge) and monthly charges for the
cost of insurance based on the guaranteed rate which 125% of the maximum
allowed under the 1980 Commissioners Standard Ordinary Mortality Table C. The
"Cash Surrender Value" column under the "Guaranteed" heading shows the
projected Cash Surrender Values of the Policy, which are calculated by taking
the Cash Value under the "Guaranteed" heading and deducting each of the
contingent deferred sales charges available under the Policies. The "Cash
Value" column under the "Current" heading shows the accumulated value of the
premiums paid reflecting deduction of the charges described above (except for
of the contingent deferred sales charge) and monthly charges for the cost of
insurance at the current level for a group that is 75 percent male, 25 percent
female, which is less than or equal to 125% of the maximum allowed by the 1980
Commissioners Standard Ordinary Mortality Table C. The "Cash Surrender Value"
column under the "Current" heading shows the projected Cash Surrender Value of
the Policy, which is calculated by taking the Cash Value under the "Current"
heading and deducting each of the contingent deferred sales charges available
under the Policies. The illustrations of Death Benefits reflect the above
assumptions. The Death Benefits also vary between tables depending upon whether
Level Type (Option A) or Increasing Type (Option B) Death Benefits are
illustrated.

  The amounts shown for the Cash Value, Cash Surrender Value, and Death Benefit
reflect the fact that the investment rate of return is lower than the gross
after-tax return on the assets held in a Division of the Separate Account. The
charges include a .90% charge for mortality and expense risk, an investment
advisory fee of .538%, representing the average of the fees incurred in 1999 by
the Funds in which the Divisions invest (the actual investment advisory fee is
shown in the Fund prospectus) and a .022% charge that is an estimate of the
Funds' expenses based on the average of the actual expenses incurred in fiscal
year 1999. After deduction for these amounts, the illustrated gross annual
investment rates of return of 0%, 6% and 12% correspond to approximate net
annual rates of -1.460%, 4.540%, and 10.540%, respectively.

  The hypothetical values shown in the tables reflect all fees and charges
under the Policy, including the premium expense charge, the premium tax charge,
and all components of the monthly deduction. They do not reflect any charges
for federal income taxes against the Separate Account, since the Company is not
currently

                                      A-1
<PAGE>

making any such charges. However, such charges may be made in the future and,
in that event, the gross annual investment rate of return of the divisions of
the Separate Account would have to exceed 0%, 6%, and 12% by an amount
sufficient to cover the tax charges in order to produce the Death Benefit and
Cash Value illustrated. (See "Federal Tax Matters.") Additionally, the
hypothetical values shown in the tables assume that the Policy for which values
are illustrated is not deemed an individual policy under OBRA, and therefore
the values do not reflect the additional 1% premium expense charge for the
Company's increased federal tax liabilities.

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

  Upon request, the Company will provide a comparable illustration based upon
the proposed Insured's age, group size and gender mix, the Face Amount and
premium requested, the proposed frequency of premium payments, and any
available riders requested.

                                      A-2
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $80,000                      AGE: 40
DEATH BENEFIT OPTION: A                               ANNUAL PREMIUM: $1200.00
PREMIUM EXPENSE CHARGE: 0.00%                         (Monthly Premium:
CONTINGENT DEFERRED SALES CHARGE: 0.00%               $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                         FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                     ANNUAL RATE OF RETURN AT 0.00% (NET RATE AT -1.460%)
                     ----------------------------------------------------------------
                           GUARANTEED*                       CURRENT**
                     -----------------------------   --------------------------------
                     CASH                             CASH
          PREM       SURR      CASH       DEATH       SURR        CASH       DEATH
 YR     AT 5.00%     VALUE     VALUE     BENEFIT      VALUE      VALUE      BENEFIT
 ---    --------     -----     -----     -------     -------     ------     -------
 <S>    <C>          <C>       <C>       <C>         <C>         <C>        <C>
  1     $ 1,232      $ 827     $ 827     $80,000     $   987     $  987     $80,000
  2       2,526      1,651     1,651      80,000       1,976      1,976      80,000
  3       3,884      2,440     2,440      80,000       2,939      2,939      80,000
  4       5,311      3,194     3,194      80,000       3,875      3,875      80,000
  5       6,809      3,914     3,914      80,000       4,780      4,780      80,000
  6       8,381      4,597     4,597      80,000       5,656      5,656      80,000
  7      10,033      5,243     5,243      80,000       6,501      6,501      80,000
  8      11,766      5,851     5,851      80,000       7,313      7,313      80,000
  9      13,587      6,419     6,419      80,000       8,090      8,090      80,000
 10      15,499      6,945     6,945      80,000       8,832      8,832      80,000
 11      17,506      7,425     7,425      80,000       9,538      9,538      80,000
 12      19,614      7,856     7,856      80,000      10,204     10,204      80,000
 13      21,826      8,231     8,231      80,000      10,831     10,831      80,000
 14      24,150      8,545     8,545      80,000      11,416     11,416      80,000
 15      26,590      8,794     8,794      80,000      11,959     11,959      80,000
 16      29,152      8,977     8,977      80,000      12,450     12,450      80,000
 17      31,841      9,089     9,089      80,000      12,889     12,889      80,000
 18      34,666      9,130     9,130      80,000      13,275     13,275      80,000
 19      37,631      9,096     9,096      80,000      13,600     13,600      80,000
 20      40,745      8,979     8,979      80,000      13,859     13,859      80,000
 25      58,812      6,660     6,660      80,000      13,839     13,839      80,000
 30      81,869          0         0      80,000      10,270     10,270      80,000
</TABLE>
- --------

 *These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company or, any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-3
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $80,000                      AGE: 40
DEATH BENEFIT OPTION: A                               ANNUAL PREMIUM: $1200.00
PREMIUM EXPENSE CHARGE: 0.00%                         (Monthly Premium:
CONTINGENT DEFERRED SALES CHARGE: 0.00%               $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                      FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                  ANNUAL RATE OF RETURN AT 6.00% (NET RATE AT 4.540%)
                  ----------------------------------------------------------
                         GUARANTEED*                    CURRENT**
                  ----------------------------  ----------------------------
                   CASH                          CASH
         PREM      SURR      CASH      DEATH     SURR      CASH      DEATH
 YR    AT 5.00%    VALUE     VALUE    BENEFIT    VALUE     VALUE    BENEFIT
 ---   --------   -------   -------   -------   -------   -------   -------
 <S>   <C>        <C>       <C>       <C>       <C>       <C>       <C>
  1    $ 1,232    $   854   $   854   $80,000   $ 1,019   $ 1,019   $80,000
  2      2,526      1,756     1,756    80,000     2,102     2,102    80,000
  3      3,884      2,676     2,676    80,000     3,222     3,222    80,000
  4      5,311      3,615     3,615    80,000     4,380     4,380    80,000
  5      6,809      4,573     4,573    80,000     5,573     5,573    80,000
  6      8,381      5,549     5,549    80,000     6,805     6,805    80,000
  7     10,033      6,544     6,544    80,000     8,076     8,076    80,000
  8     11,766      7,558     7,558    80,000     9,385     9,385    80,000
  9     13,587      8,589     8,589    80,000    10,733    10,733    80,000
 10     15,499      9,637     9,637    80,000    12,121    12,121    80,000
 11     17,506     10,698    10,698    80,000    13,549    13,549    80,000
 12     19,614     11,772    11,772    80,000    15,018    15,018    80,000
 13     21,826     12,851    12,851    80,000    16,529    16,529    80,000
 14     24,150     13,934    13,934    80,000    18,084    18,084    80,000
 15     26,590     15,017    15,017    80,000    19,685    19,685    80,000
 16     29,152     16,101    16,101    80,000    21,326    21,326    80,000
 17     31,841     17,183    17,183    80,000    23,012    23,012    80,000
 18     34,666     18,264    18,264    80,000    24,743    24,743    80,000
 19     37,631     19,343    19,343    80,000    26,520    26,520    80,000
 20     40,745     20,416    20,416    80,000    28,343    28,343    80,000
 25     58,812     25,367    25,367    80,000    38,116    38,116    80,000
 30     81,869     28,625    28,625    80,000    49,071    49,071    80,000
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-4
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $80,000                      AGE: 40
DEATH BENEFIT OPTION: A                               ANNUAL PREMIUM:
PREMIUM EXPENSE CHARGE: 0.00%                         $1,200.00
CONTINGENT DEFERRED SALES CHARGE: 0.00%               (Monthly Premium:
                                                      $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                        FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                   ANNUAL RATE OF RETURN at 12.00% (NET RATE at 10.540%)
                 ----------------------------------------------------------------
                         GUARANTEED*                       CURRENT**
                 -------------------------------  -------------------------------
        PREM       CASH                             CASH
         at        SURR       CASH      DEATH       SURR       CASH      DEATH
 YR     5.00%     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
 ---   -------   --------   --------   --------   --------   --------   --------
 <S>   <C>       <C>        <C>        <C>        <C>        <C>        <C>
  1    $ 1,232   $    880   $    880   $ 80,000   $  1,050   $  1,050   $ 80,000
  2      2,526      1,864      1,864     80,000      2,230      2,230     80,000
  3      3,884      2,927      2,927     80,000      3,522      3,522     80,000
  4      5,311      4,080      4,080     80,000      4,937      4,937     80,000
  5      6,809      5,332      5,332     80,000      6,485      6,485     80,000
  6      8,381      6,692      6,692     80,000      8,181      8,181     80,000
  7     10,033      8,172      8,172     80,000     10,040     10,040     80,000
  8     11,766      9,784      9,784     80,000     12,078     12,078     80,000
  9     13,587     11,543     11,543     80,000     14,313     14,313     80,000
 10     15,499     13,463     13,463     80,000     16,767     16,767     80,000
 11     17,506     15,561     15,561     80,000     19,464     19,464     80,000
 12     19,614     17,854     17,854     80,000     22,430     22,430     80,000
 13     21,826     20,364     20,364     80,000     25,695     25,695     80,000
 14     24,150     23,112     23,112     80,000     29,296     29,296     80,000
 15     26,590     26,129     26,129     80,000     33,271     33,271     80,000
 16     29,152     29,448     29,448     80,000     37,659     37,659     80,000
 17     31,841     33,110     33,110     80,000     42,515     42,515     80,000
 18     34,666     37,163     37,163     80,000     47,897     47,897     80,000
 19     37,631     41,659     41,659     80,000     53,871     53,871     80,000
 20     40,745     46,659     46,659     80,000     60,513     60,513     81,087
 25     58,812     81,664     81,664     99,630    105,503    105,503    128,713
 30     81,869    138,411    138,411    160,556    177,815    177,815    206,265
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-5
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $80,000                      AGE: 40
DEATH BENEFIT OPTION: A                               ANNUAL PREMIUM:
PREMIUM EXPENSE CHARGE: 0.00%                         $1,200.00
CONTINGENT DEFERRED SALES CHARGE: 30.00%              (Monthly Premium:
                                                      $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                         FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                     ANNUAL RATE OF RETURN AT 0.00% (NET RATE AT -1.460%)
                    -------------------------------------------------------------------
                           GUARANTEED*                         CURRENT**
                    -------------------------------   ---------------------------------
         PREM        CASH                              CASH
          AT         SURR       CASH       DEATH       SURR        CASH        DEATH
 YR      5.00%      VALUE      VALUE      BENEFIT      VALUE       VALUE      BENEFIT
 ---    -------     ------     ------     -------     -------     -------     -------
 <S>    <C>         <C>        <C>        <C>         <C>         <C>         <C>
  1     $ 1,232     $  467     $  827     $80,000     $   627     $   987     $80,000
  2       2,526      1,327      1,651      80,000       1,652       1,976      80,000
  3       3,884      2,152      2,440      80,000       2,651       2,939      80,000
  4       5,311      2,942      3,194      80,000       3,623       3,875      80,000
  5       6,809      3,698      3,914      80,000       4,564       4,780      80,000
  6       8,381      4,417      4,597      80,000       5,476       5,656      80,000
  7      10,033      5,099      5,243      80,000       6,357       6,501      80,000
  8      11,766      5,743      5,851      80,000       7,205       7,313      80,000
  9      13,587      6,347      6,419      80,000       8,018       8,090      80,000
 10      15,499      6,909      6,945      80,000       8,796       8,832      80,000
 11      17,506      7,425      7,425      80,000       9,538       9,538      80,000
 12      19,614      7,856      7,856      80,000      10,204      10,204      80,000
 13      21,826      8,231      8,231      80,000      10,831      10,831      80,000
 14      24,150      8,545      8,545      80,000      11,416      11,416      80,000
 15      26,590      8,794      8,794      80,000      11,959      11,959      80,000
 16      29,152      8,977      8,977      80,000      12,450      12,450      80,000
 17      31,841      9,089      9,089      80,000      12,889      12,889      80,000
 18      34,666      9,130      9,130      80,000      13,275      13,275      80,000
 19      37,631      9,096      9,096      80,000      13,600      13,600      80,000
 20      40,745      8,979      8,979      80,000      13,859      13,859      80,000
 25      58,812      6,660      6,660      80,000      13,839      13,839      80,000
 30      81,869          0          0           0      10,270      10,270      80,000
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-6
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $80,000                      AGE: 40
DEATH BENEFIT OPTION: A                               ANNUAL PREMIUM:
PREMIUM EXPENSE CHARGE: 2.50%                         $1,200.00
CONTINGENT DEFERRED SALES CHARGE: 25.00%              (Monthly Premium:
                                                      $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                      FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                  ANNUAL RATE OF RETURN AT 6.00% (NET RATE AT 4.540%)
                  ----------------------------------------------------------
                         GUARANTEED*                    CURRENT**
                  ----------------------------  ----------------------------
                   CASH                          CASH
         PREM      SURR      CASH      DEATH     SURR      CASH      DEATH
 YR    AT 5.00%    VALUE     VALUE    BENEFIT    VALUE     VALUE    BENEFIT
 ---   --------   -------   -------   -------   -------   -------   -------
 <S>   <C>        <C>       <C>       <C>       <C>       <C>       <C>
  1    $ 1,232    $   494   $   854   $80,000   $   659   $ 1,019   $80,000
  2      2,526      1,432     1,756    80,000     1,778     2,102    80,000
  3      3,884      2,388     2,676    80,000     2,934     3,222    80,000
  4      5,311      3,363     3,615    80,000     4,128     4,380    80,000
  5      6,809      4,357     4,573    80,000     5,357     5,573    80,000
  6      8,381      5,369     5,549    80,000     6,625     6,805    80,000
  7     10,033      6,400     6,544    80,000     7,932     8,076    80,000
  8     11,766      7,450     7,558    80,000     9,277     9,385    80,000
  9     13,587      8,517     8,589    80,000    10,661    10,733    80,000
 10     15,499      9,601     9,637    80,000    12,085    12,121    80,000
 11     17,506     10,698    10,698    80,000    13,549    13,549    80,000
 12     19,614     11,772    11,772    80,000    15,018    15,018    80,000
 13     21,826     12,851    12,851    80,000    16,529    16,529    80,000
 14     24,150     13,934    13,934    80,000    18,084    18,084    80,000
 15     26,590     15,017    15,017    80,000    19,685    19,685    80,000
 16     29,152     16,101    16,101    80,000    21,326    21,326    80,000
 17     31,841     17,183    17,183    80,000    23,012    23,012    80,000
 18     34,666     18,264    18,264    80,000    24,743    24,743    80,000
 19     37,631     19,343    19,343    80,000    26,520    26,520    80,000
 20     40,745     20,416    20,416    80,000    28,343    28,343    80,000
 25     58,812     25,367    25,367    80,000    38,116    38,116    80,000
 30     81,869     28,625    28,625    80,000    49,071    49,071    80,000
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-7
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $80,000                      AGE: 40
DEATH BENEFIT OPTION: A                               ANNUAL PREMIUM:
PREMIUM EXPENSE CHARGE: 0.00%                         $1,200.00
CONTINGENT DEFERRED SALES CHARGE: 30.00%              (Monthly Premium:
                                                      $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                        FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                   ANNUAL RATE OF RETURN AT 12.00% (NET RATE AT 10.540%)
                 ----------------------------------------------------------------
                         GUARANTEED*                       CURRENT**
                 -------------------------------  -------------------------------
        PREM       CASH                             CASH
         AT        SURR       CASH      DEATH       SURR       CASH      DEATH
 YR     5.00%     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
 ---   -------   --------   --------   --------   --------   --------   --------
 <S>   <C>       <C>        <C>        <C>        <C>        <C>        <C>
  1    $ 1,232   $    520   $    880   $ 80,000   $    690   $  1,050   $ 80,000
  2      2,526      1,540      1,864     80,000      1,906      2,230     80,000
  3      3,884      2,639      2,927     80,000      3,234      3,522     80,000
  4      5,311      3,828      4,080     80,000      4,685      4,937     80,000
  5      6,809      5,116      5,332     80,000      6,269      6,485     80,000
  6      8,381      6,512      6,692     80,000      8,001      8,181     80,000
  7     10,033      8,028      8,172     80,000      9,896     10,040     80,000
  8     11,766      9,676      9,784     80,000     11,970     12,078     80,000
  9     13,587     11,471     11,543     80,000     14,241     14,313     80,000
 10     15,499     13,427     13,463     80,000     16,731     16,767     80,000
 11     17,506     15,561     15,561     80,000     19,464     19,464     80,000
 12     19,614     17,854     17,854     80,000     22,430     22,430     80,000
 13     21,826     20,364     20,364     80,000     25,695     25,695     80,000
 14     24,150     23,112     23,112     80,000     29,296     29,296     80,000
 15     26,590     26,129     26,129     80,000     33,271     33,271     80,000
 16     29,152     29,448     29,448     80,000     37,659     37,659     80,000
 17     31,841     33,110     33,110     80,000     42,515     42,515     80,000
 18     34,666     37,163     37,163     80,000     47,897     47,897     80,000
 19     37,631     41,659     41,659     80,000     53,871     53,871     80,000
 20     40,745     46,659     46,659     80,000     60,513     60,513     81,087
 25     58,812     81,664     81,664     99,630    105,503    105,503    128,713
 30     81,869    138,411    138,411    160,556    177,815    177,815    206,265
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-8
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $38,000                      AGE: 40
DEATH BENEFIT OPTION: B                               ANNUAL PREMIUM:
PREMIUM EXPENSE CHARGE: 0.00%                         $1,200.00
CONTINGENT DEFERRED SALES CHARGE: 0.00%               (Monthly Premium:
                                                      $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                      FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                  ANNUAL RATE OF RETURN AT 0.00% (NET RATE AT -1.460%)
                  ----------------------------------------------------------
                         GUARANTEED*                    CURRENT**
                  ----------------------------  ----------------------------
                   CASH                          CASH
         PREM      SURR      CASH      DEATH     SURR      CASH      DEATH
 YR    AT 5.00%    VALUE     VALUE    BENEFIT    VALUE     VALUE    BENEFIT
 ---   --------   -------   -------   -------   -------   -------   -------
 <S>   <C>        <C>       <C>       <C>       <C>       <C>       <C>
  1    $ 1,232    $   976   $   976   $38,976   $ 1,052   $ 1,052   $39,052
  2      2,526      1,957     1,957    39,957     2,113     2,113    40,113
  3      3,884      2,910     2,910    40,910     3,151     3,151    41,151
  4      5,311      3,837     3,837    41,837     4,166     4,166    42,166
  5      6,809      4,736     4,736    42,736     5,157     5,157    43,157
  6      8,381      5,608     5,608    43,608     6,124     6,124    44,124
  7     10,033      6,451     6,451    44,451     7,067     7,067    45,067
  8     11,766      7,266     7,266    45,266     7,984     7,984    45,984
  9     13,587      8,051     8,051    46,051     8,874     8,874    46,874
 10     15,499      8,805     8,805    46,805     9,737     9,737    47,737
 11     17,506      9,526     9,526    47,526    10,572    10,572    48,572
 12     19,614     10,212    10,212    48,212    11,378    11,378    49,378
 13     21,826     10,861    10,861    48,861    12,154    12,154    50,154
 14     24,150     11,469    11,469    49,469    12,899    12,899    50,899
 15     26,590     12,035    12,035    50,035    13,612    13,612    51,612
 16     29,152     12,557    12,557    50,557    14,289    14,289    52,289
 17     31,841     13,035    13,035    51,035    14,928    14,928    52,928
 18     34,666     13,468    13,468    51,468    15,530    15,530    53,530
 19     37,631     13,854    13,854    51,854    16,090    16,090    54,090
 20     40,745     14,191    14,191    52,191    16,604    16,604    54,604
 25     58,812     14,916    14,916    52,916    18,334    18,334    56,334
 30     81,869     13,457    13,457    51,457    18,015    18,015    56,015
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.


                                      A-9
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $38,000                      AGE: 40
DEATH BENEFIT OPTION: B                               ANNUAL PREMIUM:
PREMIUM EXPENSE CHARGE: 0.00%                         $1,200.00
CONTINGENT DEFERRED SALES CHARGE: 0.00%               (Monthly Premium:
                                                      $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                      FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                  ANNUAL RATE OF RETURN AT 6.00% (NET RATE AT 4.540%)
                  ----------------------------------------------------------
                         GUARANTEED*                    CURRENT**
                  ----------------------------  ----------------------------
                   CASH                          CASH
         PREM      SURR      CASH      DEATH     SURR      CASH      DEATH
 YR    AT 5.00%    VALUE     VALUE    BENEFIT    VALUE     VALUE    BENEFIT
 ---   --------   -------   -------   -------   -------   -------   -------
 <S>   <C>        <C>       <C>       <C>       <C>       <C>       <C>
  1    $ 1,232    $ 1,008   $ 1,008   $39,008   $ 1,087   $ 1,087   $39,087
  2      2,526      2,081     2,081    40,081     2,247     2,247    40,247
  3      3,884      3,189     3,189    41,189     3,453     3,453    41,453
  4      5,311      4,335     4,335    42,335     4,705     4,705    42,705
  5      6,809      5,518     5,518    43,518     6,005     6,005    44,005
  6      8,381      6,740     6,740    44,740     7,354     7,354    45,354
  7     10,033      8,002     8,002    46,002     8,754     8,754    46,754
  8     11,766      9,304     9,304    47,304    10,205    10,205    48,205
  9     13,587     10,646    10,646    48,646    11,708    11,708    49,708
 10     15,499     12,030    12,030    50,030    13,265    13,265    51,265
 11     17,506     13,454    13,454    51,454    14,876    14,876    52,876
 12     19,614     14,917    14,917    52,917    16,543    16,543    54,543
 13     21,826     16,418    16,418    54,418    18,267    18,267    56,267
 14     24,150     17,956    17,956    55,956    20,049    20,049    58,049
 15     26,590     19,528    19,528    57,528    21,890    21,890    59,890
 16     29,152     21,136    21,136    59,136    23,788    23,788    61,788
 17     31,841     22,779    22,779    60,779    25,744    25,744    63,744
 18     34,666     24,457    24,457    62,457    27,760    27,760    65,760
 19     37,631     26,170    26,170    64,170    29,833    29,833    67,833
 20     40,745     27,916    27,916    65,916    31,962    31,962    69,962
 25     58,812     36,926    36,926    74,926    43,332    43,332    81,332
 30     81,869     45,726    45,726    83,726    55,336    55,336    93,336
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-10
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $38,000                      AGE: 40
DEATH BENEFIT OPTION: B                               ANNUAL PREMIUM:
PREMIUM EXPENSE CHARGE: 0.00%                         $1,200.00
CONTINGENT DEFERRED SALES CHARGE: 0.00%               (Monthly Premium:
                                                      $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                        FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                   ANNUAL RATE OF RETURN AT 12.00% (NET RATE AT 10.540%)
                 ----------------------------------------------------------------
                         GUARANTEED*                       CURRENT**
                 -------------------------------  -------------------------------
                   CASH                             CASH
        PREM       SURR       CASH      DEATH       SURR       CASH      DEATH
 YR     AT 5%     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
 ---   -------   --------   --------   --------   --------   --------   --------
 <S>   <C>       <C>        <C>        <C>        <C>        <C>        <C>
  1    $ 1,232   $  1,039   $  1,039   $ 39,039   $  1,120   $  1,120   $ 39,120
  2      2,526      2,208      2,208     40,208      2,384      2,384     40,384
  3      3,884      3,486      3,486     41,486      3,773      3,773     41,773
  4      5,311      4,885      4,885     42,885      5,301      5,301     43,301
  5      6,809      6,418      6,418     44,418      6,979      6,979     44,979
  6      8,381      8,096      8,096     46,096      8,825      8,825     46,825
  7     10,033      9,934      9,934     47,934     10,854     10,854     48,854
  8     11,766     11,949     11,949     49,949     13,084     13,084     51,084
  9     13,587     14,157     14,157     52,157     15,536     15,536     53,536
 10     15,499     16,578     16,578     54,578     18,230     18,230     56,230
 11     17,506     19,230     19,230     57,230     21,192     21,192     59,192
 12     19,614     22,136     22,136     60,136     24,448     24,448     62,448
 13     21,826     25,319     25,319     63,319     28,028     28,028     66,028
 14     24,150     28,805     28,805     66,805     31,965     31,965     69,965
 15     26,590     32,622     32,622     70,622     36,295     36,295     74,295
 16     29,152     36,805     36,805     74,805     41,053     41,053     79,053
 17     31,841     41,390     41,390     79,390     46,284     46,284     84,284
 18     34,666     46,418     46,418     84,418     52,036     52,036     90,036
 19     37,631     51,933     51,933     89,933     58,360     58,360     96,360
 20     40,745     57,984     57,984     95,984     65,311     65,311    103,311
 25     58,812     98,180     98,180    136,180    111,827    111,827    149,827
 30     81,869    161,746    161,746    199,746    186,138    186,138    224,138
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-11
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $38,000                      AGE: 40
DEATH BENEFIT OPTION: B                               ANNUAL PREMIUM:
PREMIUM EXPENSE CHARGE: 0.00%                         $1,200.00
CONTINGENT DEFERRED SALES CHARGE: 30.00%              (Monthly Premium:
                                                      $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                      FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                  ANNUAL RATE OF RETURN AT 0.00% (NET RATE AT -1.460%)
                  ----------------------------------------------------------
                         GUARANTEED*                    CURRENT**
                  ----------------------------  ----------------------------
                   CASH                          CASH
         PREM      SURR      CASH      DEATH     SURR      CASH      DEATH
 YR    AT 5.00%    VALUE     VALUE    BENEFIT    VALUE     VALUE    BENEFIT
 ---   --------   -------   -------   -------   -------   -------   -------
 <S>   <C>        <C>       <C>       <C>       <C>       <C>       <C>
  1    $ 1,232    $   616   $   976   $38,976   $   692   $ 1,052   $39,052
  2      2,526      1,633     1,957    39,957     1,789     2,113    40,113
  3      3,884      2,622     2,910    40,910     2,863     3,151    41,151
  4      5,311      3,585     3,837    41,837     3,914     4,166    42,166
  5      6,809      4,520     4,736    42,736     4,941     5,157    43,157
  6      8,381      5,428     5,608    43,608     5,944     6,124    44,124
  7     10,033      6,307     6,451    44,451     6,923     7,067    45,067
  8     11,766      7,158     7,266    45,266     7,876     7,984    45,984
  9     13,587      7,979     8,051    46,051     8,802     8,874    46,874
 10     15,499      8,769     8,805    46,805     9,701     9,737    47,737
 11     17,506      9,526     9,526    47,526    10,572    10,572    48,572
 12     19,614     10,212    10,212    48,212    11,378    11,378    49,378
 13     21,826     10,861    10,861    48,861    12,154    12,154    50,154
 14     24,150     11,469    11,469    49,469    12,899    12,899    50,899
 15     26,590     12,035    12,035    50,035    13,612    13,612    51,612
 16     29,152     12,557    12,557    50,557    14,289    14,289    52,289
 17     31,841     13,035    13,035    51,035    14,928    14,928    52,928
 18     34,666     13,468    13,468    51,468    15,530    15,530    53,530
 19     37,631     13,854    13,854    51,854    16,090    16,090    54,090
 20     40,745     14,191    14,191    52,191    16,604    16,604    54,604
 25     58,812     14,916    14,916    52,916    18,334    18,334    56,334
 30     81,869     13,457    13,457    51,457    18,015    18,015    56,015
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-12
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $38,000                      AGE: 40
DEATH BENEFIT OPTION: B                               ANNUAL PREMIUM:
PREMIUM EXPENSE CHARGE: 0.00%                         $1,200.00
CONTINGENT DEFERRED SALES CHARGE: 30.00%              (Monthly Premium:
                                                      $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                      FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                  ANNUAL RATE OF RETURN AT 6.00% (NET RATE AT 4.540%)
                  ----------------------------------------------------------
                         GUARANTEED*                    CURRENT**
                  ----------------------------  ----------------------------
                   CASH                          CASH
         PREM      SURR      CASH      DEATH     SURR      CASH      DEATH
 YR    AT 5.00%    VALUE     VALUE    BENEFIT    VALUE     VALUE    BENEFIT
 ---   --------   -------   -------   -------   -------   -------   -------
 <S>   <C>        <C>       <C>       <C>       <C>       <C>       <C>
  1    $ 1,232    $   648   $ 1,008   $39,008   $   727   $ 1,087   $39,087
  2      2,526      1,757     2,081    40,081     1,923     2,247    40,247
  3      3,884      2,901     3,189    41,189     3,165     3,453    41,453
  4      5,311      4,083     4,335    42,335     4,453     4,705    42,705
  5      6,809      5,302     5,518    43,518     5,789     6,005    44,005
  6      8,381      6,560     6,740    44,740     7,174     7,354    45,354
  7     10,033      7,858     8,002    46,002     8,610     8,754    46,754
  8     11,766      9,196     9,304    47,304    10,097    10,205    48,205
  9     13,587     10,574    10,646    48,646    11,636    11,708    49,708
 10     15,499     11,994    12,030    50,030    13,229    13,265    51,265
 11     17,506     13,454    13,454    51,454    14,876    14,876    52,876
 12     19,614     14,917    14,917    52,917    16,543    16,543    54,543
 13     21,826     16,418    16,418    54,418    18,267    18,267    56,267
 14     24,150     17,956    17,956    55,956    20,049    20,049    58,049
 15     26,590     19,528    19,528    57,528    21,890    21,890    59,890
 16     29,152     21,136    21,136    59,136    23,788    23,788    61,788
 17     31,841     22,779    22,779    60,779    25,744    25,744    63,744
 18     34,666     24,457    24,457    62,457    27,760    27,760    65,760
 19     37,631     26,170    26,170    64,170    29,833    29,833    67,833
 20     40,745     27,916    27,916    65,916    31,962    31,962    69,962
 25     58,812     36,926    36,926    74,926    43,332    43,332    81,332
 30     81,869     45,726    45,726    83,726    55,336    55,336    93,336
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-13
<PAGE>

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

FACE AMOUNT OF COVERAGE: $38,000                      AGE: 40
DEATH BENEFIT OPTION: B                               ANNUAL PREMIUM:
PREMIUM EXPENSE CHARGE: 0.00%                         $1,200.00
CONTINGENT DEFERRED SALES CHARGE: 30.00%              (Monthly Premium:
                                                      $100.00)
                                                      PREMIUM TAX: 2.00%

<TABLE>
<CAPTION>
                        FOR SEPARATE ACCOUNT A--A HYPOTHETICAL GROSS
                   ANNUAL RATE OF RETURN AT 12.00% (NET RATE AT 10.540%)
                 ----------------------------------------------------------------
                         GUARANTEED*                       CURRENT**
                 -------------------------------  -------------------------------
        PREM       CASH                             CASH
         AT        SURR       CASH      DEATH       SURR       CASH      DEATH
 YR     5.00%     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
 ---   -------   --------   --------   --------   --------   --------   --------
 <S>   <C>       <C>        <C>        <C>        <C>        <C>        <C>
  1    $ 1,232   $    679   $  1,039   $ 39,039   $    760   $  1,120   $ 39,120
  2      2,526      1,884      2,208     40,208      2,060      2,384     40,384
  3      3,884      3,198      3,486     41,486      3,485      3,773     41,773
  4      5,311      4,633      4,885     42,885      5,049      5,301     43,301
  5      6,809      6,202      6,418     44,418      6,763      6,979     44,979
  6      8,381      7,916      8,096     46,096      8,645      8,825     46,825
  7     10,033      9,790      9,934     47,934     10,710     10,854     48,854
  8     11,766     11,841     11,949     49,949     12,976     13,084     51,084
  9     13,587     14,085     14,157     52,157     15,464     15,536     53,536
 10     15,499     16,542     16,578     54,578     18,194     18,230     56,230
 11     17,506     19,230     19,230     57,230     21,192     21,192     59,192
 12     19,614     22,136     22,136     60,136     24,448     24,448     62,448
 13     21,826     25,319     25,319     63,319     28,028     28,028     66,028
 14     24,150     28,805     28,805     66,805     31,965     31,965     69,965
 15     26,590     32,622     32,622     70,622     36,295     36,295     74,295
 16     29,152     36,805     36,805     74,805     41,053     41,053     79,053
 17     31,841     41,390     41,390     79,390     46,284     46,284     84,284
 18     34,666     46,418     46,418     84,418     52,036     52,036     90,036
 19     37,631     51,933     51,933     89,933     58,360     58,360     96,360
 20     40,745     57,984     57,984     95,984     65,311     65,311    103,311
 25     58,812     98,180     98,180    136,180    111,827    111,827    149,827
 30     81,869    161,746    161,746    199,746    186,138    186,138    224,138
</TABLE>
- --------
*These values reflect investment results using guaranteed cost of insurance
   rates.
**These values reflect investment results using current cost of insurance
   rates.

  The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results. Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Policy
Owner, and the investment results for the Funds. The Cash Value, Cash Surrender
Value and Death Benefit for a Policy would be different from those shown if the
actual rates of return averaged the rate shown above over a period of years,
but also fluctuated above or below that average for individual years. No
representation can be made by the Company, Walnut Street Securities, the
investment management company, or any representative thereof, that this
hypothetical rate of return can be achieved for any one year, or sustained over
any period of time.

  Illustrated values shown above are as of the end of the years indicated and
assume any additional premiums shown are received monthly on the Policy
Anniversary and further assume there is no Policy Indebtedness outstanding.

                                      A-14
<PAGE>

                                    PART II

                          UNDERTAKING TO FILE REPORTS

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

                              RULE 484 UNDERTAKING

     Article III, Section 13 of the Company's Bylaws provides:  "The
Corporation may indemnify any person who is made a party to any civil or
criminal suit, or made a subject of any administrative or investigative
proceeding by reason of the fact that he is or was a director, officer, or agent
of the Corporation.  This indemnity may extend to expenses, including attorney's
fees, judgments, fine, and amounts paid in settlement.  The indemnity shall not
be available to persons being sued by or upon the information of the Corporation
not to persons who are being investigated by the Corporation.  The indemnity
shall be discretionary with the Board of Directors and shall not be granted
until the Board of Directors has made a determination that the person who would
be indemnified acted in good faith and in a manner he reasonably believed to be
in the best interest of the Corporation.  The Corporation shall have such other
and further powers of indemnification as are not inconsistent with the laws of
Missouri."

     Insofar as indemnification for liability arising under the Securities Act
of l933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the Charter and Articles of Incorporation of the Company,
the By-Laws of the Company, agreement, statute, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                     II-1
<PAGE>

                  REPRESENTATION CONCERNING FEES AND CHARGES


     Paragon Life Insurance Company hereby represents that the fees and charges
deducted under the terms of the Contract are, in the aggregate, reasonable in
relationship to the services rendered, the expenses expected, and the risks
assumed by Paragon.



                                     II-2
<PAGE>

                      CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:

     The facing sheet.
     The Prospectus consisting of 88 pages.
     The undertaking to file reports.
     The undertaking pursuant to Rule 484.
     Representation concerning fees and charges.
     The signatures.
     The following exhibits:

1.   The following exhibits correspond to those required by paragraph A of the
     instructions as to exhibits for Form N-8B-2:

     (1)  Resolution of the Board of Directors of the Company authorizing
          establishment of the Separate Account. 1

     (2)  Not applicable.

     (3)  (a)  Proposed form of Underwriting Agreement. 1

          (b)  Proposed form of Selling Agreement. 2

          (c)  Commission Schedule. 1

     (4)  Not applicable.

     (5)  (a)  Proposed form of Group Contract (30010). 1

          (b)  Proposed form of Individual Policy (30008) and Policy Riders
               (3082600). 1

          (c)  Proposed form of Certificate (30009) and Certificate Riders
               (3080800). 1

     (6)  (a)  Amended Charter and Articles of Incorporation of the Company. 2

          (b)  By-Laws of the Company. 2

     (7)  Not applicable.

     (8)  Form of Participation Agreement with American Variable Insurance
          Series. 1

     (9)  Not applicable.

     (10) (a)  Form of Application for Group Contract (10914).  1

                                     II-3
<PAGE>

          (b)  Form of Application for Employee Insurance Guaranteed Issue
               (Group Contract 10915). 1

          (c)  Form of Application for Employee Insurance (Simplified Issue)
               (Group Contract 10921, 10920). 1

          (d)  Form of Application for Spouse Insurance (Group Contracts
               10917). 1

          (e)  Form of Application for Employee Insurance Guaranteed Issue
               (Individual Policy 10352, 33100). 1

          (f)  Form of Application for Employee Insurance (Simplified Issue)
               (Individual Policy 10357). 1

          (g)  Proposed Form of Application for Spouse Insurance (Individual
               Policy 10354). 1

          (h)  Proposed Form of Application Supplement (10349). 1

2.   Memorandum describing the Company's issuance, transfer and redemption
procedures for the Policies and the Company's procedure for conversion to a
fixed benefit policy. 1

3.   Opinion and Consent of Matthew P. McCauley, Esquire, General Counsel of
Paragon Life Insurance Company. 1

4.   Not Applicable

5.   Not Applicable

6.   Not Applicable

7.   Opinion and consent of Craig K. Nordyke, F.S.A., M.A.A.A., Executive Vice
President and Chief Actuary. 1

8. a. The consent of KPMG LLP, Independent Certified Public Accountants. 1

   b. Written consent of Sutherland Asbill & Brennan LLP. 1

9.   Original powers of attorney authorizing Matthew P. McCauley, Carl H.
Anderson, and Craig K. Nordyke, and each of them singly, to sign this
Registration Statement and Amendments thereto on behalf of the Board of
Directors of Paragon Life Insurance Company. 1


                                     II-4
<PAGE>


1    Filed herewith.

2    Incorporated by reference to the Pre-Effective Amendment No. 1 on Form S-6
     found in file No. 333-80393, filed with the Securities and Exchange
     Commission on September 1, 1999.








                                     II-5
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Paragon Life
Insurance Company and Separate Account A of Paragon Life Insurance Company
certify that they meet all of the requirements for effectiveness of this amended
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and have duly caused this amended Registration Statement to be signed on their
behalf by the undersigned thereunto duly authorized, and the seal of Paragon
Life Insurance Company to be hereunto affixed and attested, all in the City of
St. Louis, State of Missouri, on the 28th day of April, 2000.



(Seal)                                 PARAGON LIFE INSURANCE COMPANY

Attest:/s/ Matthew P. McCauley       By: /s/ Carl H. Anderson
          --------------------              ------------------
       Matthew P. McCauley,              Carl H. Anderson, President
         Secretary                        and Chief Executive Officer



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

<TABLE>
<CAPTION>

Signature                 Title                                     Date
   <S>                     <C>                                       <C>
/s/ Carl H. Anderson                                                4/28/00
   -----------------
Carl H. Anderson          President and Director
                          (Chief Executive Officer)

/s/ Matthew K. Duffy                                                4/28/00
   -----------------
Matthew K. Duffy          Vice President
                          and Chief Financial
                          Officer (Principal
                          Accounting Officer and
                          Principal Financial Officer)
                          and Director

- ----------------------
E. Thomas Hughes, Jr.*    Director and Treasurer

- -----------------
Richard A. Liddy*         Director

/s/ Matthew P. McCauley
- -----------------------                                             4/28/00
Matthew P. McCauley       Vice President,
                          General Counsel,
                          Secretary, and Director


</TABLE>
                                     II-6
<PAGE>
<TABLE>
<CAPTION>
Signature               Title                                       Date
   <S>                  <C>                                         <C>

/s/ Craig K. Nordyke                                                4/28/00
- ----------------------
Craig K. Nordyke        Executive Vice President, Chief Actuary,
                        and Director

- -----------------
Warren J. Winer*        Director

- ----------------------
Bernard H. Wolzenski*   Director

- ----------------------
A. Greig Woodring*      Director



By:/s/ Craig K. Nordyke                                             4/28/00
      -----------------
   Craig K. Nordyke
</TABLE>

*Original powers of attorney authorizing Matthew P. McCauley, Carl H. Anderson,
and Craig K. Nordyke, and each of them singly, to sign this Registration
Statement and Amendments thereto on behalf of the Board of Directors of Paragon
Life Insurance Company have been filed with the Securities and Exchange
Commission.

                                      II-7

33-18341
<PAGE>

                                 EXHIBIT INDEX

 1.  Resolution of the Board of Directors of the Company authorizing
     establishment of The Separate Account.

 2.  Proposed form of Underwriting Agreement.

 3.  Commission Schedule.

 4.  Proposed Form of Group Contract.

 5.  Proposed Form of Policy and Policy Riders.

 6.  Proposed Form of Certificate and Certificate Riders.

 7.  Form of Participation Agreement with American Variable Insurance Series.

 8.  Form of Application for Group Contract (10914).

 9.  Form of Application for Employee Insurance GI (Group Contract, 10915).

10.  Form of Application for Employee Insurance SI (Group Contract, 10921,
     10920).

11.  Form of Application for Spouse Insurance SI (Group Contract, 10917).

11a. Form of Application for Spouse Insurance (Individual Policy, 10354).

12.  Form of Application for Employee Insurance GI (Individual Policy, 10352,
     33100).

13.  Form of Application for Employee Insurance SI (Individual Policy, 10357).

14.  Proposed Form of Application Supplement (10349).

15.  Issue, Transfer, and Redemption Memo.

16.  Opinion and Consent of Matthew P. McCauley, Esquire, General Counsel of
     Paragon Life Insurance Company.

17.  Opinion and consent of Craig K. Nordyke, F.S.A., M.A.A.A., Executive Vice
     President and Chief Actuary.

18.  Written consent of KPMG LLP, Independent Certified Public Accountants.

19.  Written consent of Sutherland Asbill & Brennan LLP.

20.  Powers of Attorney.

<PAGE>


                                   Exhibit 1


                    RESOLUTION OF THE BOARD OF DIRECTORS OF
                   THE COMPANY AUTHORIZING ESTABLISHMENT OF
                             THE SEPARATE ACCOUNT
<PAGE>

     I, Helen Couranz, Secretary, General American Insurance Company, hereby
certify that the following is a true and correct excerpt from the minutes of the
meeting of the Board of Directors held on October 30, 1987:


                            RESOLUTIONS ESTABLISHING
                       GENERAL AMERICAN INSURANCE COMPANY
                               SEPARATE ACCOUNT A

BE IT RESOLVED, that General American Insurance Company (hereinafter "General
American" or "the Company"), pursuant to the provisions of Section 376.309 R.S.
Mo. (1959), hereby establishes a separate account designated "General American
Separate Account A" (hereinafter "Separate Account A") for the following use and
purposes, and subject to the conditions set forth below:

RESOLVED FURTHER, that Separate Account A shall be established for the purpose
of providing for the issuance by the Company of such variable life insurance of
such other contracts ("Contracts") as General American may designate for such
purpose, and shall constitute a separate account into which are allocated
amounts paid to or held by the Company under such Contracts; and

RESOLVED FURTHER, that the income, gains, and losses, whether or not realized,
from assets allocated to Separate Account A shall, in accordance with the
Contracts, be credited to or charged against such account without regard to
other income, gains, or losses of General American; and

RESOLVED FURTHER, that to the extent so provided under the Contracts, that
portion of the assets of Separate Account A equal to the reserves and other
contract liabilities of such Account shall not be chargeable with liabilities
arising out of any other business General American may conduct.

RESOLVED FURTHER, that the fundamental investment policy of Separate Account A
shall be it invest or reinvest its assets in securities issued by investment
companies registered under the Investment Company Act of 1940 as may be
specified in the respective Contracts; and

RESOLVED FURTHER, that specialized investment divisions may be established
within Separate Account A to which net payments under the Contracts will be
allocated in accordance with instructions received from contract holder, and
that General American is hereby authorized to create such divisions and to
increase, or decrease, the number of investment divisions as it deems necessary
or appropriate; and

RESOLVED FURTHER, that each such investment division shall invest only in the
shares of a single mutual fund or a single mutual fund portfolio of an
investment company organized as a series fund pursuant to the Investment Company
Act of 1940; and
<PAGE>

RESOLVED FURTHER, that the President, the Treasurer, or their delegates be, and
they hereby are, authorized to transfer funds from time to time between General
American's general account and Separate Account A to start Separate Account A or
as deemed necessary or appropriate and consistent with the terms of the
contracts; and

RESOLVED FURTHER, that the appropriate officers of the Company, with such
assistance from the Company's auditors, legal counsel, and others as they may
require, be, and they hereby are, authorized and directed to take all action
necessary to: (a) register Separate Account A as a unit investment trust under
the Investment Company Act of 1940, as amended; (b) register the Contracts in
such amounts, which may be an indefinite amount, as the officers of the Company
shall from time to time deem appropriate under the Securities Act of 1933; and
(c) take all other actions which are necessary in connection with the offering
of said Contracts for sale and the operation of Separate Account A in order to
comply with the Investment Company Act of 1940, the Securities Exchange Act of
1934, the Securities Act of 1933, and other applicable federal laws, including
the filing of any amendments to registration statements, and undertakings, and
any applications for exemptions from the Investment Company Act of 1940 or other
applicable federal laws as the officers of the Company shall deem necessary or
appropriate; and

RESOLVE FURTHER, that the President, the Treasurer, and the General Counsel, and
each of them with full power to act without the others, hereby are severally
authorized and empowered to prepare, execute, and cause to be filed with the
Securities and Exchange Commission on behalf of Separate Account A, and by the
Company as sponsor and depositor a Form of Notification of Registration
Statement under the Securities Act of 1933 registering the contracts, and any
and all amendments to the foregoing on behalf of Separate Account A and the
Company and on behalf of and as attorneys for the principal executive officer
and /or the principal financial officer and/or the principal accounting officer
and/or any other officer of the Company; and

RESOLVED FURTHER, that the General Counsel is hereby appointed as agent for
service under any such registration statement and is duly authorized to receive
commissions and notices form the Securities and Exchange Commission with respect
thereto; and

RESOLVED FURTHER, that the appropriate officers of the Company be, and they
hereby are, authorized on behalf of Separate Account A and on behalf of the
Company to take any and all action that they may deem necessary or advisable in
order to sell the Contracts, including any registrations, filings and
qualifications of General American, its officers, agents and employees, and the
Contracts under the insurance and securities laws of any of the states of the
United States of America or other jurisdictions, and in connection therewith to
prepare, execute, deliver and file all such applications, reports, covenants,
resolutions, applications for exemptions, consents to service of process, and
other instruments as may be required under such laws, and to take any and all
further actions which said officers of counsel of the Company may deem necessary
or desirable (including entering into whatever agreements and contracts may be
necessary) in order to
<PAGE>

maintain such registrations or qualifications for as long as officers seem it to
be in the best interest of Separate Account A and General American; and

RESOLVE FURTHER, that the President and the Vice President and General Counsel
of the Company be, and they hereby are, authorized in the names and on behalf of
Separate Account A and General American to execute and file irrevocable written
consents on the part of Separate Account A and of the Company to be used in such
states wherein such consents to service of process may be requisite under the
insurance or securities laws therein connection with said registration or
qualification of Contracts and to appoint the appropriate state official, or
such other person as may be allowed by said insurance or securities laws, agent
of Separate Account A and of General American for the purpose of receiving and
accepting process; and

RESOLVE FURTHER, that the President of the Company be, and hereby is, authorized
to establish procedures under which the Company will provide voting rights for
owners of such contracts with respect to securities owned by Separate Account A,
and

RESOLVED FURTHER, that the President of the Company is hereby authorized to
execute such agreement or agreements as deemed necessary and appropriate (i)
with Walnut Securities, Inc.  (Walnut Street) or another qualified entity under
which Walnut Street or such other entity will be appointed principal underwriter
and distributor for the Contracts and (ii) with one or more qualified banks or
other qualified entities to provide administrative and/or custodial services in
connection with the establishment and maintenance of Separate Account A and the
design, issuance, and administration of the Contracts.

RESOLVE FURTHER, that, since it is expected the Separate Account A will invest
in the securities issued by one or more investment companies, the appropriate
officers of the Company are hereby authorized to execute whatever agreement or
agreements as may be necessary or appropriate to enable such investments to be
made.

RESOLVED FURTHER, that the appropriate officers of General American, and each of
them, are hereby authorized to execute and deliver all such documents and papers
and to do or cause to be done all such acts and things as they may deem
necessary or desirable to carry out the foregoing resolutions and the intent and
purposes thereof.



                                       /s/ Helen Couranz
                                       -------------------------
                                       Helen Couranz

Dates at St. Louis, Missouri, this 2nd day of November, 1987.

<PAGE>


                                   Exhibit 2


                    PROPOSED FORM OF UNDERWRITING AGREEMENT
<PAGE>

                        PARAGON LIFE INSURANCE COMPANY
                       PRINCIPAL UNDERWRITING AGREEMENT

     This UNDERWRITING AGREEMENT made this 21/st/ day of April 1988, by and
between Walnut Street Securities, Inc. (hereinafter "the Underwriter") and
Paragon Life Insurance Company (hereinafter "the Insurance Company"), on its own
behalf and on behalf of Paragon Life Insurance Company Separate Account A
(hereinafter "the Account"), a separate account of the Insurance Company;

     WITNESSETH as follows:

     WHEREAS, the Account was established under authority of a resolution of the
Insurance Company's Board of Directors as of October 30, 1987, in order to set
aside and invest assets attributable to certain flexible premium life variable
contracts (hereinafter "Contracts") issued by the Insurance Company;

     WHEREAS, the Insurance Company has registered the Account as a unit
investment trust under the Investment Company Act of 1940 (the "Investment
Company Act") and has registered the Contracts under the Securities Act of 1933;

     WHEREAS, the Underwriter is registered as a broker-dealer with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended (the "1934 Act") and is a member of the National Association
of Securities Dealers, Inc. (the "NASD"); and

     WHEREAS, the Insurance Company and the Account desire to have Contracts
sold and distributed through the Underwriter and the Underwriter is willing to
sell and distribute such Contracts under the terms stated herein;

     NOW, THEREFORE, the parties hereto agree as follow:

     1.   The Insurance Company grants to the Underwriter the right to be, and
Underwriter agrees to serve as, distributor and principal underwriter of the
Contracts during the term of this Agreement. The Underwriter agrees to use its
best efforts to solicit applications for the Contracts at its own expense, and
otherwise to perform all duties and functions which are necessary and proper for
the distribution of the Contracts.

     2.   All premiums for Contracts shall be remitted promptly to the Insurance
Company in full together with appropriate application forms and any other
required documentation. Checks or money orders in payment of premiums shall be
drawn to the order of "Paragon Life Insurance Company".

     3.   The Underwriter agrees to offer the Contracts for sale in accordance
with the prospectus for them then in effect. The Underwriter is not authorized
to give any information or to make any representations concerning the Contracts
other than those contained in the current prospectus filed with the SEC or in
such sales literature as may be developed and authorized by the Insurance
Company in conjunction with the Underwriter.

     4.   On behalf of the Account, the Insurance Company shall furnish the
Underwriter with copies of all prospectuses, financial statements, and other
documents which the Underwriter reasonably requests for use in connection with
the distribution of the Contracts.

     5.   The Underwriter represents that it is duly registered as a broker-
dealer under the 1934 Act, and is a member in good standing of the NASD, and --
to the extent necessary to offer the Contracts -- shall be duly registered or
otherwise qualified under
<PAGE>

the securities laws of any state or other jurisdiction. The Underwriter shall be
responsible for carrying out its sales and underwriting obligations hereunder in
continued compliance with the NASD Rules of Fair Practice, and applicable
federal and state securities laws and regulations. Without limiting the
generality of the foregoing, the Underwriter agrees that it shall be fully
responsible for:

     (a)  ensuring that no person shall offer or sell the Contracts on its
behalf until such person is duly registered as a representative of the
Underwriter; duly licensed and appointed by the Insurance Company; and
appropriately licensed, registered, or otherwise qualified to offer and sell
such Contracts under the federal securities laws and any applicable securities
laws of each state or other jurisdiction in which the Insurance Company is
licensed to sell the Contracts and in which such persons shall offer or sell the
Contracts; and

     (b)  training, supervising, and controlling of all such persons for
purposes of complying on a continuous basis with the NASD Rules of Fair Practice
and with federal and state securities law requirements applicable in connection
with the offering and sale of the Contracts. In this connection, the Underwriter
shall:

          (1)  conduct such training (including the preparation and utilization
of training materials) as in the opinion of the Underwriter is necessary to
accomplish the purposes of this Agreement;

          (2)  establish and implement reasonable written procedures for
supervision of sales practices of agents, representatives, or brokers selling
the Contracts; and

          (3)  take reasonable steps to ensure that its associated persons shall
not make recommendations to an applicant to purchase a Contract and shall not
sell a Contract in the absence of reasonable grounds to believe that the
purchase of the Contract is suitable for such applicant.

     6.   Notwithstanding anything in the Agreement to the contrary, the
Underwriter is hereby authorized to enter into sales agreements with other
independent broker-dealers for the sale of the Contracts. All such sales
agreements entered into by the Underwriter shall provide that each independent
broker-dealer will assume full responsibility for continued compliance by itself
and its associated persons with the NASD Rules of Fair Practice and applicable
federal and state securities laws. All associated persons of such independent
broker-dealers soliciting applications for the Contracts shall be duly and
appropriately licensed or appointed by the Insurance Company for the sale of the
Contracts under the insurance laws of the applicable states of jurisdictions in
which such persons shall offer or sell the Contracts.

     7.   The Insurance Company shall apply for the proper insurance licenses in
the appropriate states or jurisdictions for persons associated with the
Underwriter; or with other independent broker-dealers which have entered into
agreements with the Underwriter for the sale of the Contracts provided that the
Insurance Company reserves the right to refuse to appoint any proposed
associated person as an agent or broker, and to terminate an agent or broker
once appointed.

     8.   The Insurance Company and the Underwriter shall cause to be maintained
and preserved for the periods prescribed such accounts, books, and other
documents as are required of them by the Investment Company Act, the 1934 Act,
and other applicable laws and regulations. The books, accounts and records of
the Insurance Company, the
<PAGE>

Account, and the Underwriter as to all transactions hereunder shall be
maintained so as to disclose clearly and accurately the nature and details of
the transactions. The Insurance Company shall maintain such books and records of
the Underwriter pertaining to the sale of the Contracts and required by the 1934
Act as may be mutually agreed upon from time to time by the Insurance Company
and the Underwriter; provided that such books and record shall be the property
of the Underwriter, and shall at all times be subject to such reasonable
periodic, special, or other examination by the SEC and all other regulatory
bodies having jurisdiction. The Insurance Company shall be responsible for
sending all required confirmations on customer transactions in compliance with
applicable regulations, as modified by an exemption of other relief obtained by
the Insurance Company. The Underwriter shall cause the Insurance Company to be
furnished with such reports as the Insurance Company may reasonably request for
the purpose of meeting its reporting and recordkeeping obligations under the
insurance laws of the State of Missouri and any other states or jurisdictions.

     9.   Ownership and control of records shall not be affected by this
Agreement.

     10.  Each party to this Agreement has the right to inspect, audit, and copy
all pertinent records of the other party pertaining to performance under this
Agreement.

     11.  Each party to this Agreement will keep any information obtained in the
course of its relationship to the other party in confidence and will not use
such information for its own benefit or disclose it except as authorized by the
other party or as required by regulatory authorities having jurisdictions.

     12.  The Insurance Company shall pay commissions as per Schedule A of this
Agreement to the Underwriter. The Underwriter shall have the responsibility for
paying (i) all commissions or other fees to its associated persons and (ii) any
compensation to other independent broker-dealers and their associated person due
under the terms of any sales agreements between the Underwriter and such broker-
dealers. Notwithstanding the preceding sentence, no associated person or broker-
dealer shall have an interest in any deductions or other fees payable to the
Underwriter as set forth herein.

     13.  As of the date of issue of the first contract, the Insurance Company
shall start to reimburse the Underwriter for all costs and expenses incurred by
the Underwriter in furnishing the services, materials, and supplies required by
the terms of this Agreement. The rate of reimbursement shall be set in Schedule
A, and subject to annual renegotiations.

     14.  The Insurance Company agrees to indemnify the Underwriter for any
losses incurred as a result of any action taken or omitted by the Underwriter,
or any of its officers, agents, or employees, in performing their
responsibilities under this Agreement in good faith and without willful
misfeasance, gross negligence, or reckless disregard of such obligations.

     15.  The Insurance Company undertakes to guarantee the performance of all
of Underwriter's obligations imposed by Section 27(f) of the Investment Company
Act, as amended, and Rule 27d-2 adopted by the SEC, to make refunds of the
premiums or charges to owners of Contracts required by Section 27(f) or the
condition of any exemptions therefrom.

     16.  (a) This Agreement may be terminated by either party hereto upon 60
days' written notice to the other party.

          (b) This Agreement may be terminated upon written notice of one party
to
<PAGE>

the other party hereto in the event of bankruptcy or insolvency of such party to
which notice is given.

          (c) This Agreement may be terminated at any time upon the mutual
written consent of the parties thereto.

          (d) The Underwriter shall not assign or delegate its responsibilities
under this Agreement without consent of the Insurance Company. Without limiting
the generality of the foregoing, the term "assigned" shall not include any
transaction exempted from section 15(b)(2) of the Investment Company Act.

          (e) This Agreement may be terminated by either party without penalty.

          (f) In the event either party to this Agreement fails to perform in a
satisfactory manner the other party may cancel this Agreement.

          (g) Upon termination of this Agreement, all authorizations, rights,
and obligations shall cease except the obligations to settle accounts hereunder,
including payments (or premiums or contributions) subsequently received for
Contracts in effect at the time of termination or issued pursuant to
applications received by the Insurance Company prior to termination.

          (h) In the event this Agreement is ended for any reason each party
agrees to return all records belonging to the other party promptly and free from
all claims.

     17.  This Agreement shall be subject to the provisions of the Investment
Company Act and the 1934 Act and the rules, regulations, and ruling thereunder
and of the NASD, from time to time in effect, including such exemptions from the
Investment Company Act as the SEC may grant, and the terms hereof shall be
interpreted and construed in accordance therewith.

     18.  Each party to this Agreement expressly reserves unto itself the
ultimate authority and responsibility for conduct of its business.

     19.  Each party to this Agreement shall furnish to regulatory authorities
having jurisdiction such information as may be requested in order for such
authorities to ascertain that Insurance Company's variable life insurance
operations are being conducted in accordance with applicable laws and
regulations.

     20.  Each party to this Agreement shall be liable for its own misconduct
and negligence.

     21.  Neither party to this Agreement shall attempt to immunize itself from
liability solely in reliance upon an opinion of that party's own counsel.

     22.  Neither party to this Agreement shall undertake any activity which
might conflict with its faithful discharge of the duties outlined in the
Agreement.

     23.  The statutes of limitations contained in the laws applicable to this
Agreement shall govern.

     24.  If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.

     25.  This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Missouri.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officials thereunder duly authorized and seals to be
affixed, as of the day and year first above written.

                                       WALNUT STREET SECURITIES, INC.


Attest:

/s/ Helen Couranz                      by: /s/ James A. Fulp
- -----------------------------------        ------------------------------------
                         Secretary                                   President


                                       PARAGON LIFE INSURANCE COMPANY


/s/ Helen Couranz                      by: /s/ Carl A. Anderson
- -----------------------------------        ------------------------------------
                         Secretary                                   President

<PAGE>

                        PARAGON LIFE INSURANCE COMPANY
                       PRINCIPAL UNDERWRITING AGREEMENT

                                  SCHEDULE A


Commissions are payable to the Underwriter based upon Case Commission Agreements
attached to agent contracts between registered representatives of the
Underwriter and the Insurance Company. The Insurance Company may be granted
authority by the Underwriter to pay commissions directly to the registered
representative on behalf of the Underwriter.

Reimbursement for expenses and costs of the Underwriter will be made by the
Insurance Company at the rate of $1,000.00 per month for the first twelve months
of the Underwriting Agreement's term. Thereafter reimbursement shall be at a
rate to be negotiated annually.

<PAGE>


                                   Exhibit 3


                              COMMISSION SCHEDULE
<PAGE>


                              Commission Schedules
                                      for
               Flexible Premium Variable Life Insurance Policies
                                   issued by
                         Paragon Life Insurance Company



                         Schedule 1

                           First Year Commission        0%
                           Renewal Commission           0%

                         Schedule 2

                           First Year Commission       15%
                           Renewal Commission           0%

                         Schedule 3

                           First Year Commission       15%
                           Renewal Commission           2%
                           (payable while policy is
                             serviced as a member of
                             the sponsoring employer)



<PAGE>


                                  Exhibit 4


                        PROPOSED FORM OF GROUP CONTRACT
<PAGE>

                             GROUP CONTRACT NUMBER


                                CONTRACTHOLDER



                                   RIGHT TO
                               EXAMINE CONTRACT

You may return this contract within twenty days after receiving it or within 45
days after the application is signed, whichever period ends later. It may be
delivered or mailed to us or the agent through whom it was purchased. The
contract shall then be deemed void from the start. Any premium paid will be
returned.


                               FLEXIBLE PREMIUM
                                 VARIABLE LIFE
                              INSURANCE TO AGE 95

Flexible Premiums are payable during the lifetime of the insured to age 95. The
death benefit is payable at the death of the insured prior to age 95 and while
the contract is in force. Cash surrender value, if any, is payable at the
insured's age 95.


This contract is a legal contract between the contract holder and Paragon Life
Insurance Company. PLEASE READ YOUR CONTRACT CAREFULLY.


ISSUED BY:  PARAGON LIFE INSURANCE COMPANY
            A STOCK COMPANY
            100 SOUTH BRENTWOOD
            ST. LOUIS, MISSOURI 63105
            (314) 862-2211


30010                                                                       0.01
(488)
<PAGE>

                       ALPHABETIC GUIDE TO YOUR CONTRACT


               Page
               2.04   Agency
               2.03   Authority
               2.03   Certificate of Insurance
               2.02   Conversion Privilege
               2.01   Definitions
               2.02   Effective Date of Dependent Term Insurance and
                      Additional Benefits
               2.02   Effective Date of Individual Insurance
               2.03   Entire Contract
               2.02   Grace Period
               2.03   Incontestability
               2.04   Monies Payable
               2.03   Ownership and Control of This Contract
               2.02   Premiums
               2.01   Premium Payments
               2.03   Records Required
               2.04   Sex and Number
               2.02   Termination of Insurance
               2.03   Termination of This Contract



The Certificate of Insurance will be attached to and made a part of this
Contract.



30010                                                                       0.02
(488)
<PAGE>


                            Contract Specifications


    Contract Effective Date:

    Contract Anniversary Date:

    Contract Jurisdiction State:

    Contract Execution Date:

    Contractholder:



    Associated Companies:



    Eligible Class or Classes of Employees:



    Individual Eligibility Date:



    30014                            1.01
<PAGE>



                      Contract Specifications (continued)


    Employee Insurance Benefits:

       For Employee:

          Guaranteed Issue:

          Simplified Issue:


       For Spouse:

          Simplified Issue:


    Additional Benefits:



    Premium Due Date:


    Minimum Premium:



    30114                            1.02
<PAGE>


                      Contract Specifications (continued)




    30114                             1.03
<PAGE>

    TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES RATES ARE PER $1000

<TABLE>
<CAPTION>
ATTAINED                     ATTAINED                    ATTAINED
AGE             RATE         AGE             RATE        AGE             RATE
- --------        -----        --------        -----       --------        -----
<S>             <C>          <C>             <C>         <C>             <C>
   18            0.15           19            0.16          20            0.16
   21            0.16           22            0.16          23            0.16
   24            0.16           25            0.16          26            0.16
   27            0.16           28            0.16          29            0.16
   30            0.17           31            0.17          32            0.18
   33            0.19           34            0.20          35            0.21
   36            0.22           37            0.24          38            0.26
   39            0.28           40            0.30          41            0.33
   42            0.36           43            0.39          44            0.42
   45            0.45           46            0.48          47            0.52
   48            0.56           49            0.60          50            0.65
   51            0.70           52            0.77          53            0.84
   54            0.91           55            0.99          56            1.07
   57            1.16           58            1.24          59            1.34
   60            1.45           61            1.58          62            1.72
   63            1.89           64            2.08          65            2.28
   66            2.49           67            2.70          68            2.93
   69            3.19           70            3.48          71            3.81
   72            4.21           73            4.66          74            5.16
   75            5.71           76            6.28          77            6.88
   78            7.52           79            8.20          80            8.97
   81            9.84           82           10.83          83           11.94
   84           13.15           85           14.44          86           15.80
   87           17.21           88           18.70          89           20.26
   90           21.93           91           23.73          92           25.76
   93           28.15           94           31.31
</TABLE>

THESE RATES ARE FOR THE BASE COVERAGE AT ISSUE. They are based on 125 percent of
the 1980 Commissioners Standard Ordinary Mortality Table C Age Last Birthday

Any values guaranteed in this contract are based on these rates.


80114                                1.04


<PAGE>

1.  DEFINITIONS

We, Us and Our

The Paragon Life Insurance Company.

Employee

A person who is employed and paid for services by the employer on a regular
basis. In no event will the amount of time worked per week be less than 30
hours.

Insured

An employee or an employee's spouse who is insured for life insurance under this
contract.

Spouse

The employee's legal spouse and does not include a spouse who is legally
separated from the employee.

Actively at Work

The employee must work for his employer at his usual place of work or such other
places as required by his employer in the course of such work for the full
number of hours and full rate of pay, as set by the employment practices of his
employer. In no event will the amount of time worked per week be less than 30
hours.

Associated Company

Those companies listed on the contract specifications page that are under common
control through stock ownership, contract or otherwise, with the contractholder.

Employees of each Associated Company will be considered employees of the
contractholder.

Service with an Associated Company will be considered service with the
contractholder.

The records of an Associated Company which have a bearing on this contract will
be considered records of the contractholder.

If an Associated Company ceases to be under common control with the contract-
holder, the insureds of the Associated Company may continue the insurance as an
individual policy.

The inclusion of any Associated Company will not affect the ownership of this
contract by the contractholder or the rights of ownership of this contract by
the contractholder.

Individual Insurance

Insurance on the employee or the employee's spouse provided through this
contract.

Dependent Term Insurance

Insurance on the dependent of an employee provided by a rider to the
certificate.

2.  PROVISIONS RELATING TO INDIVIDUAL AND DEPENDENT TERM INSURANCE

Premium Payments

Premium payments for individual and dependent term insurance coverage may be
made by the employee and/or the contractholder. The employee's premium paid
under this contract is the amount authorized by the employee to be deducted from
his wages. Premiums may be paid in addition to the authorized deductions as set
forth in the contract. The authorization for payroll deduction may be cancelled
at any time upon written request.

If for any reason, premiums for this coverage are no longer being deducted from
the employee's wages, the insurance under the certificate will be continued (in
the form of an individual policy as a result of the conversion privilege) and
planned premiums will be on a direct billed basis.

30204                                 2.01
(4/88)
<PAGE>

Eligibility for Individual Insurance

Within an eligible class, individual insurance is available only if the employee
is actively at work at the time of application for personal insurance.

Effective Date of Individual Insurance

Subject to the conditions listed below, the individual insurance, subject to
eligibility, will be made effective on the latest of the date on which:

1)  the application for the certificate is signed;

2)  the first premium for the individual insurance is paid to us; and

3)  the information provided in the application for the certificate is
    determined to be acceptable to us for issuance of coverage under our current
    rules and practices.

If individual insurance ends at the request of the owner or, prior to the
maturity date, when a certificate's cash surrender value is insufficient to
cover the monthly deductions, individual insurance will be restored only as
stated in the certificate section titled "Reinstatement."

Effective Date of Dependent Term Insurance and Additional Benefits

Subject to the conditions listed below, the dependent term insurance and
additional benefits, subject to eligibility, will be made effective on the
latest of the date on which:

1)  the individual insurance that such coverage is issued in connection with is
    effective; and

2)  the information provided in the application for the particular coverage is
    determined to be acceptable to us for issuance of coverage under our current
    rules and practices.

Termination of Insurance

Individual and dependent term insurance will terminate according to the terms of
the certificate.

Conversion Privilege

If an insured's eligibility under this contract ends due to the termination of
this contract or the employment of the employee, such insured's coverage, if not
already in the form of an individual policy, will automatically be converted by
amendment to an individual policy. Such individual policy will provide benefits
which are identical to those provided under the certificate.

An amendment to convert the certificate to an individual policy will be mailed:

1)  within 31 days after we receive written notification that the employee's
    employment ended, or after the termination date of the contract; and

2)  once any planned premium necessary to prevent the policy from lapsing is
    paid to us at our Home Office.

The planned premiums for this individual policy may be paid annually,
semiannually, quarterly or at other intervals we establish from time to time.
Additional premiums may be paid as set forth in the policy.

3.  PREMIUMS

Premium Payment

All planned premiums must be remitted in advance by the contractholder to our
Home Office. This includes any adjustments in premiums.

Grace Period

If planned premium payments after the first such payment are not made in a
timely fashion, this contract will be in default. A grace period of 31 days will
be granted for the remittance of the planned premiums after the first payment.
This contract will be in force during the grace period. If such premium is not
paid in the grace period, the contract will terminate at the end of that period.
The contract will terminate before that date if the contractholder gives us
written notice in advance.


30204                                 2.02
(4/88)
<PAGE>

4.   GENERAL PROVISIONS

Entire Contract

We have issued this contract in consideration of the application of the
contractholder and remittance of premiums by the contractholder. This contract,
with the attached copy of the contractholder's application and other attached
papers, if any, is the entire contract between the contractholder and us. All
statements made by the contractholder, any certificate owner or any insured will
be deemed representations and not warranties. Misstatements will not be used in
any contest or to reduce claim under this contract, unless it is in writing. A
copy of the application containing such misstatement must have been given to the
contractholder or to the insured or to his beneficiary, if any.

Authority

No agent may change this contract or waive any of its provisions. No change in
this contract, other than a change of rates, will be effective until the form
making such change is signed by our executive officer and accepted by the
contractholder.

Incontestability

We cannot contest this contract after it has been in force for two years from
the date of issue.

Ownership and Control of This Contract

The contractholder owns this contract. This contract may be changed or ended by
agreement between us and the contractholder without the consent of, or notice
to, any person claiming rights or benefits under this contract.

Records Required

The contractholder will promptly give us, at our Home Office, any facts that we
may need to administer the insurance under this contract and to determine the
premiums. All of the contractholder's records which have a bearing on this
insurance will be ready for us to inspect when and as often as we may, within
reason, require.

Clerical error by the contractholder or us will not make the insurance of an
ineligible person valid nor continue insurance which was ended by valid means.

Certificate of Insurance

We will issue to the contractholder, to give to each insured under this
contract, a certificate of insurance or an individual policy. If an individual
policy is issued, then all reference herein to a certificate will mean an
individual policy. The certificate will state the owner's rights and benefits
under the certificate and to whom benefits are payable. Also, stated are the
limits and requirements in this contract that may apply to the insured and his
insured dependents, if any.

The terms and provisions of the certificate, a copy of which is attached, are
incorporated herein by reference and made a part of this contract. The rights
and benefits of the insured under or owner of the certificate will not inure to
the benefit of the contractholder.

Termination of This Contract

Except as provided in the Grace Period section of this contract, this contract
will be terminated immediately upon default. We may end this contract or any of
its provisions by giving notice in writing to the contractholder at least 31
days prior to the termination date.

If this contract is terminated any insurance in effect will remain in force on
an individual basis, provided it is not cancelled or surrendered by the
certificate owner. Any planned premiums will no longer be deducted from the
employee's wages and will be remitted directly to us.


<PAGE>

Sex and Number

When used in this contract, the masculine includes the feminine, the singular
the plural, and the plural the singular.

Monies Payable

All monies payable by us as benefits under this contract will be paid, subject
to the laws which govern such payment, at our Home Office or authorized claim
offices. All monies payable to us or by us will be in the lawful currency of the
United States.

Agency

Neither us nor the contractholder is an agent of the other under this contract
for any purpose.



<PAGE>


                                   Exhibit 5


                   PROPOSED FORM OF POLICY AND POLICY RIDERS
<PAGE>

** DATA PAGE **


THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY
INCREASE OR DECREASE UNDER THE CONDITIONS DESCRIBED ON PAGES 3.02 AND 3.03.

THE POLICY'S CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE ACCOUNT IS
BASED ON THE INVESTMENT EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY INCREASE
OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE THE SEPARATE
ACCOUNT PROVISION.

This policy is a legal contract between the policy owner and Paragon Life
Insurance Company. PLEASE READ YOUR CONTRACT CAREFULLY.


ISSUED  BY:  PARAGON LIFE INSURANCE CO.
             A STOCK COMPANY
             100 SOUTH BRENTWOOD
             ST. LOUIS, MISSOURI 63105
             (314) 862-2211




                                POLICY NUMBER:




                                   INSURED:


                               RIGHT TO EXAMINE
                                    POLICY

Please read this policy. You may return this policy to us or to the agent
through whom it was purchased within 20 days from the date you receive it or
within 45 days after the application is signed, whichever period ends later. If
you return it within this period, the policy will be void from the beginning.
We will refund any premium paid.


                               FLEXIBLE PREMIUM
                                 VARIABLE LIFE
                              INSURANCE TO AGE 95

Flexible Premiums are payable during the lifetime of the insured to age 95. The
death benefit is payable at the death of the insured prior to age 95 and while
the policy is in force. Cash surrender value, if any, is payable at the
insured's age 95.

30008                               0.01
(4/88)

<PAGE>

                       ALPHABETIC GUIDE TO YOUR CONTRACT

Page

6.04  Addition, Deletion or Substitution of
      Investments
3.04  Allocation of Net Premiums
6.01  Assignments
4.05  Basis of Computation
6.01  Beneficiary
4.03  Cash Surrender Value
4.01  Cash Values
3.03  Change in Contract Type
3.03  Change in Face Amount
6.01  Change of Owner or Beneficiary
6.02  Claims of Creditors
6.01  Conformity with Statutes
6.02  Conversion Rights
3.02  Death Benefit
3.01  Definitions
3.04  Grace Period
6.03  Incontestability
7.01  Interest on Proceeds
3.01  Issue Date
4.03  Loan Account Cash Value
4.01  Loans
3.01  Maturity Date
6.02  Misstatement of Age and
      Corrections
4.03  Monthly Cost of Insurance
4.03  Monthly Deduction
4.02  Net Investment Factor
3.04  Net Premium
6.01  Owner
4.04  Partial Withdrawals
7.01  Payment of Policy Benefits
3.04  Payment of Premiums
3.03  Policy Changes
3.02  Policy Proceeds
4.05  Postponement of Payments
3.05  Reinstatement
6.02  Right to Examine Increase in Face
      Amount
6.02  Right to Examine Policy
4.02  Separate Account Cash Value
6.03  Separate Account Provisions
7.01  Settlement Options
6.02  Statements in Application
6.03  Suicide Exclusion
6.04  Transfers

   Additional Benefit Riders, Modifications and  Amendments, if any, and a
   Copy of the Application are found following the final section.



30008                                0.02
(4/88)
<PAGE>

POLICY SPECIFICATIONS


                    DESCRIPTION OF SEPARATE ACCOUNT A FUNDS


American Variable Insurance Series (the "Series") is an open-end diversified
management investment company which was incorporated in Massachusetts in 1983.
The Series offers seven separate funds which operate as distinct investment
vehicles. The names and investment objectives of the funds are as follows:

Cash Management Fund: The investment objective of this Fund is to seek high
current yield while preserving capital by investing in a diversified selection
of money market instruments.

High Yield Bond Fund: The investment objective of this Fund is to seek high
current income by investing primarily in intermediate and long-term corporate
obligations, with emphasis on higher yielding, higher risk, lower rated or
unrated securities.

Growth-Income Fund: The investment objective of this Fund is to seek growth of
capital and income by investing primarily in common stocks or other securities
with a view to appreciation and/or potential dividends.

Growth Fund: The investment objective of this Fund is to seek growth of capital
by investing primarily in common stocks or securities with common stock
characteristics, such as convertible preferred stocks, which demonstrate the
potential for appreciation.

U.S. Government/AAA-Rated Securities Fund: The investment objective of this Fund
is to seek a high level of current income consistent with prudent investment
risk and preservation of capital by investing primarily in a combination of
securities guaranteed by the U.S. Government and other debt securities rated AAA
or Aaa.

Asset Allocation Fund: The investment objective of this Fund is to seek total
return (including income and capital gains) and preservation of capital over the
long-term by investing in a diversified portfolio of securities that can include
common stocks and other equity-type securities (such as convertible bonds and
preferred stocks), bonds and other intermediate and long-term fixed-income
securities, and money market instruments (debt securities maturing in one year
or less).

International Fund: The investment objectives of this Fund is to seek long-term
growth of capital by investing primarily in securities of issuers domiciled
outside the United States. A major premise of the Fund's investment approach is
the belief that economic and political developments have helped create new
opportunities outside the U.S. In addition to investing directly in equity
securities, the Fund may invest in American Depository Receipts and European
Depository Receipts. When prevailing market, economic, political or currency
conditions warrant, the Fund may purchase fixed-income securities of issuers
domiciled outside the U.S. Under normal circumstances, the Fund will invest at
least 65% of its assets in equity securities of issuers domiciled outside the
U.S.

There can be no assurance that the investment objectives of these Funds, or any
other Funds that the Company may create, will be achieved.


30108                                1.03

<PAGE>

                           SURRENDER CHARGE SCHEDULE




Insured:  John Doe                  Policy #:               5,000,000


Amount of                           Effective Date
Insurance:         $50,000          of Insurance:           April 15, 1998

Surrender Charge       20%          Guideline Annual        $1,000.00
Factor:                             Premium:


                  POLICY                  SURRENDER
                   YEAR               CHARGE PERCENTAGE
- --------------------------------------------------------------------------------
                    1                        100%
                    2                         90%
                    3                         80%
                    4                         70%
                    5                         60%
                    6                         50%
                    7                         40%
                    8                         30%
                    9                         20%
                   10                         10%
                   11+                         0%


If this amount of insurance is fully surrendered during the 10 years following
the effective date, the surrender charge is the appropriate percentage shown
above times the surrender charge amount defined in Section 5, Cash Values.  If
this amount of insurance is decreased by some fraction of the total amount
during the 10 years following the effective date, the surrender charge amount
will be the previously defined surrender charge times the fraction.  A new
Surrender Charge Schedule page will be mailed to you for the remaining coverage.
If the amount of insurance is increased, a surrender charge will apply during
the 10 years following the effective date of the increase.  A new Surrender
Charge Schedule page for the increase will be mailed to you.  The Surrender
Charge factor will not change for the increase.

30109
<PAGE>

              TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
                              RATES ARE PER $1,000

INSURED:

POLICY NUMBER:

ISSUE DATE:

<TABLE>
<CAPTION>
ATTAINED              ATTAINED              ATTAINED
  AGE        RATE       AGE        RATE       AGE        RATE
  ---        ----       ---        ----       ---        ----
<S>         <C>       <C>         <C>       <C>         <C>
  18         0.155      19         0.161      20         0.163
  21         0.165      22         0.163      23         0.163
  24         0.161      25         0.159      26         0.158
  27         0.158      28         0.159      29         0.163
  30         0.167      31         0.172      32         0.178
  33         0.187      34         0.196      35         0.207
  36         0.221      37         0.238      38         0.257
  39         0.278      40         0.303      41         0.329
  42         0.357      43         0.386      44         0.416
  45         0.449      46         0.483      47         0.520
  48         0.559      49         0.603      50         0.651
  51         0.705      52         0.767      53         0.836
  54         0.911      55         0.988      56         1.071
  57         1.155      58         1.244      59         1.342
  60         1.450      61         1.576      62         1.723
  63         1.891      64         2.078      65         2.276
  66         2.486      67         2.704      68         2.933
  69         3.188      70         3.478      71         3.813
  72         4.208      73         4.661      74         5.163
  75         5.708      76         6.284      77         6.884
  78         7.517      79         8.203      80         8.968
  81         9.837      82        10.829      83        11.941
  84        13.150      85        14.440      86        15.795
  87        17.213      88        18.699      89        20.262
  90        21.925      91        23.73       92        25.762
  93        28.155      94        31.307
</TABLE>

THESE RATES ARE FOR THE BASE COVERAGE AT ISSUE. They are based on 125 percent of
the 1980 Commissioners Standard Ordinary Mortality Table C Last Birthday.

Any values guaranteed in this policy are based on these rates.

30110
<PAGE>

1. DEFINITIONS IN THIS POLICY


We, Us and Our
The Paragon Life Insurance Company.

You and Your
The owner of this policy. The owner is as shown in the application unless later
changed as provided in this policy. The owner may be someone other than the
insured.

In the application the words "You" and "Your" refer to the proposed insured
person(s).

Insured
The person whose life is insured under this policy. See the policy
specifications page.

Issue Age
The insured's age at his or her last birthday as of the issue date.

Attained Age
The issue age plus the number of completed policy years.

Issue Date
The effective date of the coverage under this policy. It is also the date from
which policy anniversaries, policy years, and policy months are measured.

Investment Start Date
The date the first premium is applied to the Divisions of the Separate Account.
This date will be the later of:

- -  The issue date of the policy; or

- -  The date we receive the first premium at our home office.

Maturity Date
The policy anniversary on which the insured attains age 95. If the insured is
living and the policy is in force on this date, the cash surrender value is
payable. It is possible that insurance coverage may not continue to the maturity
date even if planned premiums are paid in a timely manner.

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

Business Day
Any day that we are open for business.

Separate Account
A separate investment account created by us to receive and invest net premiums
received for this policy. The particular Separate Account for this policy is
indicated on the policy specifications page.

Loan Account
The account to which we will transfer from the Divisions of the Separate Account
the amount of any policy loan.

Loan SubAccount
A Loan SubAccount exists for each Division of the Separate Account. Any cash
value transferred to the Loan Account will be allocated to the appropriate
SubAccount to reflect the origin of the cash value. At any point in time, the
Loan Account will equal the sum of all the Loan SubAccounts.


30303                                3.01
(4/88)
<PAGE>

2.  POLICY BENEFITS


Policy Proceeds
The policy proceeds are:

1.   The death benefit under the contract type then in effect; plus

2.   The monthly cost of insurance for the portion of the month from the date of
     death to the end of the month of death; less

3.   Any loan and loan interest due.

Death Benefit
The death benefit depends upon the contract type in effect on the date of the
insured's death. The contract type in effect is shown on the policy
specifications page.

Level Contract Type: (Death benefit is level except when it equals a percentage
of cash value.)

The death benefit is the greater of:

1.   The face amount; or

2.   The applicable percentage of the cash value on the date of death as
     described in Section 7702(d) of the Internal Revenue Code of 1986 or as set
     forth in any applicable successor provision thereto.

Increasing Contract Type:

The death benefit is the greater of:

1.   The face amount plus the cash value on the date of death; or

2.   The applicable percentage of the cash value on the date of death as
     described in Section 7702(d) of the Internal Revenue Code of 1986 or as set
     forth in any applicable successor provision thereto.

Applicable Percentage
The percentages as currently described in Section 7702(d) of the Internal
Revenue Code of 1986 are as follows:

In the case of an insured with an attained age as of the beginning of the policy
year of:

More than:                    But not more than:

   0  .............................   40
  40  .............................   45
  45  .............................   50
  50  .............................   55
  55  .............................   60
  60  .............................   65
  65  .............................   70
  70  .............................   75
  75  .............................   90
  90  .............................   95

The applicable percentage will decrease by a ratable portion for each full year:

From:                                To:
 250  .............................  250
 250  .............................  215
 215  .............................  185
 185  .............................  150
 150  .............................  130
 130  .............................  120
 120  .............................  115
 115  .............................  105
 105  .............................  105
 105  .............................  100


30303                                3.02
(4/88)
<PAGE>

Policy Changes
You may request policy changes at any time. We reserve the right to limit the
number of changes to one per policy year and to restrict the changes in the
first policy year. The types of changes allowed are explained below.

No change will be permitted that would result in the death benefit under this
policy being included in gross income due to not satisfying the requirements of
Section 7702 of the Internal Revenue Code of 1986 or as set forth in any
applicable successor provision thereto.

Change in Face Amount
The face amount may be changed by sending us a written request.

Any decrease in face amount will be subject to the following conditions:

1.   The decrease will become effective on the monthly anniversary date on or
     following our receipt of the request.

2.   The decrease will reduce the face amount in the following order:

     a.   The face amount provided by the most recent increase;

     b.   Face amounts provided by the next most recent increases, successively;
          and

     c.   The face amount when the policy was issued.

3.   The face amount remaining in force after any requested decrease may not be
     less than the minimum face amount shown on the policy specifications page.

4.   Any decrease must be at least $5,000.

Any increase in face amount will be subject to the following conditions:

1.   Proof that the insured is insurable by our standards on the date of the
     requested increase must be submitted.

2.   The increase will become effective on the monthly anniversary date on or
     following our receipt of such proof.

3.   Any increase must be at least $5,000.

4.   The insured must have an attained age not greater than age 80 on the date
     of the requested increase.

We will amend your policy to show the effective date of the decrease or
increase.

Change in Contract Type
The contract type in effect may be changed by sending us a written request. The
effective date of change will be the monthly anniversary date on or following
the date we receive the request. On the effective date of this change the death
benefit payable does not change.

If the contract type in effect is increasing, it may be changed to level. The
face amount will be increased to equal the death benefit on the effective date
of change.

If the contract type in effect is level, it may be changed to increasing. Proof
that the insured is insurable by our standards on the date of the change must be
submitted. The face amount will be decreased to equal the death benefit less the
cash value on the effective date of change. This change may not be made if it
would result in a face amount which is less than the minimum face amount shown
on the policy specifications page.


30303                                3.03
(4/88)
<PAGE>

3.  PREMIUMS AND GRACE PERIOD


Payment of Premiums
Your first premium is due as of the date of issue. While the insured is living,
premiums after the first must be paid at our home office. You may pay planned
premiums annually, semiannually, quarterly, or at other intervals we may
establish from time to time. This right is subject to our rates and minimum
premium requirements at the date of issue.

If this policy is in your possession and you have not paid the first premium, it
is not in force. It will be considered that you have the policy for inspection
only.

Premiums after the first may be paid in any amount and at any interval subject
to the following conditions:

1.   No premium payment may be less than $20.00.

2.   Total premiums paid in any policy year may not exceed the maximum premium
     limit for that policy year. The maximum premium limit for a policy year is
     the largest amount of premium which can be paid in that policy year such
     that the sum of the premiums paid under the policy will not at any time
     exceed the guideline premium limitation referred to in Section 7702(c) of
     the Internal Revenue Code of 1986, or as set forth in any applicable
     successor provision thereto. The maximum premium limit for the following
     policy year will be shown on your annual report.

Net Premium
The premium paid times the net premium percentage from the policy specifications
page is the net premium.

Allocation of Net Premiums
You determine the allocation of net premiums among the Divisions of the Separate
Account. The minimum percentage (other than zero) that may be allocated to any
Division of the Separate Account is 10%. Percentages must be in whole numbers.
The initial allocation is shown on the policy specifications page.

Your Right to Change Allocation
You may change the allocation of future net premiums among the Divisions of the
Separate Account subject to the conditions outlined in the Allocation of the Net
Premiums Provision. The change in allocation percentages will take effect
immediately upon our receipt of your written request.

Grace Period
We will allow a grace period of 62 days. The grace period will start on any
monthly anniversary date when the cash surrender value is not large enough to
cover the next monthly deduction. (Monthly deduction is defined in the Cash
Values Section.) At that time, we will send you and any assignee of record a
notice. The notice will indicate the minimum premium needed to keep the policy
in force and the date such payment is due.

If you do not pay a premium large enough to cover the monthly deduction by the
end of the grace period, your policy will lapse at the end of that 62 day
period. It will then terminate without cash value. If the insured dies during
the grace period, any past due monthly deductions will be deducted from the
death benefit.


30303                                3.04
(4/88)
<PAGE>

Reinstatement
You may reinstate your lapsed policy within 5 years after the date of lapse.
This must be done before the insured's age 95. You must submit the following
items:

1.   A written request for reinstatement.

2.   Proof satisfactory to us that the insured is insurable by our standards.

3.   A premium large enough to cover:

     a.   The monthly deductions due at the time of lapse; and

     b.   Two times the monthly deduction due at the time of reinstatement.

Reinstatement will not be effective until the date of application for
reinstatement is approved by us. There will be a full -monthly deduction for the
policy month that includes that date. The only accumulation value of this policy
upon reinstatement will be the amount provided by the premium then paid. The
application for reinstatement will be contestable for two years during the
lifetime of the insured from the date of its approval.

Any loan and loan interest due on the date of lapse may be paid or reinstated.
Any loan and loan interest reinstated will cause a cash value of an equal amount
to also be reinstated.

Any loan paid at the time of reinstatement will cause an increase in cash value
equal to the amount of the repaid loan.

The surrender charge at the time of reinstatement will be the surrender charge
in effect at the time of lapse. If only a portion of the coverage is reinstated
then only the applicable portion of the surrender charge will be reinstated. We
will amend your policy to show the new surrender charge. The cash value
following reinstatement will be increased by the amount of the surrender charge
imposed at the time of lapse.


30303                                3.05
(4/88)
<PAGE>



4.  LOANS

After the first policy anniversary, you may borrow an amount not in excess of
the loan value of your policy while it is in force. The minimum amount of your
net loan request at any one time must be at least $100. Your policy will be the
sole security for such loan. We have the right to require your policy for
endorsement.

The loan value is 85% of the cash value of your policy at the date of the loan
request, reduced by:

1.   Any existing loans and loan interest due; and

2.   Any surrender charges.

You may allocate the policy loan and any loan interest due on this loan among
the Divisions of the Separate Account. If you do not specify the allocation,
then the policy loan will be allocated among the Divisions of the Separate
Account in the same proportion that the cash value in each Division bears to the
total cash value of the policy, minus the cash value in the Loan Account, on the
date of the policy loan.

Cash value equal to the policy loan and the loan interest due on this loan
allocated to each Division of the Separate Account will be transferred to the
Loan Account, reducing the cash value allocated to the Divisions of the Separate
Account accordingly.

Cash value held in the Loan Account for loan collateral will earn interest daily
at an annual rate of the Loan Account guaranteed interest rate shown on the
policy specifications page.

Interest payable on a loan accrues daily. Loan interest is due and payable in
arrears on each policy anniversary or on a pro rata basis for any shorter period
as the loan may exist. If you do not pay the interest when it is due, we will
add it to your existing loan if your policy has sufficient loan value. We will
charge the same rate of interest on this amount as on the policy loan. The total
loan rate will be 8.0% per year.

Loan Repayments

All funds received will be credited to your policy as a premium unless clearly
marked for loan repayment.

You may repay your loan in whole or in part at any time before the death of the
insured while the policy is in force. When a loan repayment is made, cash value
securing the debt in the Loan Account equal to the loan repayment will be repaid
to the Divisions of the Separate Account in the same proportion that the cash
value in the Loan Account bears to the cash value in each Loan SubAccount as of
the date the original loan was made, unless you indicate a specific allocation
to the Divisions of the Separate Account. Unpaid loans and loan interest will be
deducted from any settlement of your policy.

If you fail to make repayment when the total loan and loan interest due would
exceed the cash value, less any surrender charges, your policy will be in
default. We will allow you a grace period for such payment of loans and loan
interest due. In such event that payment is not made, the policy terminates at
the end of the grace period. On the date of default, we will mail a notice to
your last known address, the last known address of the insured, and that of any
assignee of record. This grace period of 62 days will start on the monthly
anniversary immediately before the date the total loan and loan interest exceeds
the cash value less any surrender charges and any unpaid monthly expense
charges; or 31 days after such notice has been mailed, if later.

5.   CASH VALUES

Cash Value

The cash value of your policy is equal to the total of:

- -    The cash value in the Divisions of the Separate Account; plus

- -    The cash value in the Loan Account.


30402                                 4.01
(4/88)
<PAGE>

You may borrow against the loan value of your policy. The interest rate used to
calculate the interest earned on the cash values in the Loan Account securing
any policy loan will be at an effective annual rate not less than the Loan
Account guaranteed interest rate shown on the policy specifications page.

Separate Account Cash Value

The cash value in each Division of the Separate Account on the Investment Start
Date is equal to:

- -    The portion of the initial net premium received and allocated to the
     Division; minus

- -    The portion of the monthly deductions due from the issue date through the
     Investment Start Date charged to the Division.

The cash value in each Division of the Separate Account on a subsequent
valuation date is equal to:

- -    The cash value in the Division on the preceding valuation date multiplied
     by that Division's net investment factor for the current valuation period;
     plus

- -    Any portion of net premium received and allocated to the Division during
     the current valuation period; plus

- -    Any net amounts transferred to the Division from another Division during
     the current valuation period; plus

- -    Any loan repayments allocated to the Division during the current valuation
     period; plus

- -    That portion of any interest credited on outstanding loans which is
     allocated to the Division during the current valuation period; minus

- -    Any amounts transferred plus any transfer charge from the Division during
     the current valuation period; minus

- -    Any partial withdrawal plus any withdrawal transaction charge from the
     Division during the current valuation period; minus

- -    Any surrender charges incurred during the current valuation period; minus

- -    Any amount transferred from the Division to the Loan Account during that
     valuation period; minus

- -    If a monthly anniversary occurs during the current valuation period, the
     portion of the monthly deduction charged to the Division during the current
     valuation period to cover the policy month which starts during that
     valuation period.

Net Investment Factor

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

- -    The value of the assets at the end of the preceding valuation period; plus

- -    The investment income and capital gains -- realized or unrealized --
     credited to the assets in the valuation period for which the net investment
     factor is being determined; minus

- -    The capital losses -- realized or unrealized -- charged against those
     assets during the valuation period; minus

- -    Any amount charged against each Division for taxes, or any amount we set
     aside during the valuation period as a reserve for taxes attributable to
     the operation or maintenance of each Division; minus

- -    A charge not to exceed .0024547% for each day in the valuation period. This
     corresponds to 0.90% per year for mortality and expense risks; divided by

- -    The value of the assets at the end of the preceding valuation period.


30402                                 4.02
(4/88)

<PAGE>

Loan Account Cash Value

The cash value of the Loan Account as of the Investment Start Date is zero.

The cash value of the Loan Account on any day after the Investment Start Date is
equal to:

- -    The cash value of the Loan Account on the preceding business day, with
     interest; plus

- -    Any net amount transferred to the Loan Account from the Divisions of the
     Separate Account on that day; minus

- -    Any loan repayments on that day.

Monthly Cost of Insurance

The monthly cost of insurance for the following month is deducted on the monthly
anniversary date. The monthly cost of insurance is 1, below, multiplied by the
difference between 2 and 3 below;

1.   The monthly cost of insurance rate.

2.   The death benefit at the beginning of the policy month divided by
     1.0040741.

3.   The cash value at the beginning of the policy month, before the deduction
     of the monthly cost of insurance.

If the contract type is level and if there has been an increase in the face
amount, then the cash value will first be considered a part of the face amount
when the policy was issued. If the cash value is greater than the initial face
amount, it will then be considered a part of each increase in order, starting
with the first increase.

Monthly Cost of Insurance Rates

At the beginning of each policy year, the monthly cost of insurance rate is
determined using the insured's attained age. The monthly cost of insurance rate
is based on the attained age and rate class. For the initial face amount, we
will use the rate class on the date of issue. For each increase, we will use the
rate class applicable to the increase. If the death benefit equals a percentage
of the cash value, any increase in cash value will cause an automatic increase
in the death benefit. The rate class for such increase will be the same as that
used for the most recent increase that required proof that the insured was
insurable by our standards.

The monthly cost of insurance rates will never exceed the rates shown on the
Table of Guaranteed Monthly Cost of Insurance Rates page divided by 1,000. Any
change in the cost of insurance rates will apply to all persons of the same age,
and classification whose policies have been in force for the same length of
time.

First Year Monthly Expense Charge

The amount of additional monthly expense to be charged during the first policy
year is shown on the policy specifications page.

Monthly Expense Charge

The amount of the monthly expense charge is shown on the policy specifications
page.

Monthly Deduction

The monthly deduction is:

1.   The monthly cost of insurance; plus

2.   The monthly cost of insurance for any rider included with this policy; plus

3.   The monthly expense charge; plus

4.   For the first policy year, the first year monthly expense charge.

The monthly deduction for a policy month will be allocated among the Divisions
of the Separate Account in the same proportion that the cash value in each
Division bears to the total cash value of the policy, minus the cash value in
the Loan Account on the monthly anniversary.

Cash Surrender Value

The cash surrender value of this policy is:

1.   The cash value at the time of surrender; less

2.   Any loan and loan interest due; less

3.   Any surrender charge.

30402                                 4.03
(4/88)

<PAGE>

Surrender

You may surrender your policy for its cash surrender value at any time during
the lifetime of the insured by sending us a written request. The cash surrender
value will be determined as of the date we receive your written request. The
cash surrender value will not be reduced by any monthly deduction due, if any,
on that date for the following month.

Partial Withdrawals

After the first policy year, you can make a partial withdrawal of cash subject
to the following conditions:

- -    You may make up to one partial withdrawal each policy month.

- -    The minimum amount of your net partial withdrawal request from any one
     Division must be at least $50.00 of a Division or your entire balance in
     that Division, if smaller.

- -    The total amount of your net partial withdrawal request at any one time
     must be at least $500.

- -    The amount of withdrawal obtained by partial withdrawal may not exceed the
     loan value.

Allocation of Partial Withdrawals

You may allocate the partial withdrawal, subject to the above conditions, among
the Divisions of the Separate Account. If you do not specify the allocation,
then the partial withdrawal will be allocated among the Divisions of the
Separate Account in the same proportion that the cash value in each Division
bears to the total cash value of the policy, minus the cash value in the Loan
Account on the date of the partial withdrawal.

If the contract type is level and the death benefit equals the face amount, then
a partial withdrawal will decrease the face amount by an amount equal to the
partial withdrawal plus the applicable surrender charge. The surrender charge
will be allocated among the Divisions of the Separate Account in the same
proportion that the partial withdrawal was allocated among the Divisions of the
Separate Account. If the death benefit equals a percentage of the cash value
then a partial withdrawal will decrease the face amount by any amount by which
the partial withdrawal plus the applicable surrender charge exceeds the
difference between the death benefit and the face amount. The face amount will
be decreased in the following order:

1.   The face amount at issue; and

2.   Any increases in the same order in which they were issued.

No partial withdrawal will be processed which will result in the face amount
being decreased below the minimum face amount shown on the policy specifications
page.

We reserve the right to change the minimum amount or the number of times you may
make a partial withdrawal. Each partial withdrawal is subject to an
administrative charge equal to the lesser of $25.00 or 2% of the amount of the
partial withdrawal.

Surrender Charge

If the policy is surrendered, a surrender charge will be applied:

1.   With respect to the initial face amount and the number of completed policy
     years from the issue date; and

2.   With respect to each increase in face amount and the number of completed
     years from the effective date of that increase.

The surrender charge amount for the initial face amount for the first policy
year will be the lesser of:

1.   The Surrender Charge Factor multiplied by actual premiums paid during the
     first policy year to meet our minimum premium requirements; or

2.   The Surrender Charge Factor multiplied by the guideline annual premium. The
     guideline annual premium is shown on the surrender charge schedule page.

This amount as calculated at the end of the first policy year will be used to
determine the surrender charge for any decrease in the initial face amount or
full cash surrender of the initial face amount in subsequent years.


30402                                 4.04
(4/88)

<PAGE>

The surrender charge amount for an increase in face amount during the twelve
policy months following any increase will be the lesser of:

1.   The Surrender Charge Factor multiplied by the premiums that are allocated
     to that increase during the twelve policy months following the increase; or

2.   The Surrender Charge Factor multiplied by the guideline annual premium for
     the increase. The guideline annual premium for the increase will be shown
     in the surrender charge schedule page for the increase.

This amount as calculated at the end of the first year following the effective
date of the increase will be used to determine the surrender charge for any
decrease in increased face amount or full cash surrender following the increase
in subsequent years.

The premium allocated to an increase for purposes of determining the surrender
charge will be based on the rules established by the Securities and Exchange
Commission and may include a part of the existing cash value.

The Surrender Charge Percentage for the initial face amount and any increase in
face amount is shown on the surrender charge schedule page for the respective
face amount. The Surrender Charge Percentage multiplied by the surrender charge
amount determines the appropriate surrender charge to be assessed.

The Surrender Charge Factor is shown on the surrender charge schedule page.

A surrender charge will apply to any decrease in face amount. A decrease in face
amount may decrease some of the initial face amount and some or all of any
increases in face amount as provided in Section 2. A partial withdrawal may
cause a decrease in face amount as provided above and, therefore, a surrender
charge may be taken. The amount of surrender charge applied because of a
decrease in face amount is defined on the surrender charge schedule page for the
face amount being decreased. The surrender charge for a decrease in face amount
is deducted from the cash value on the effective date of the decrease.

Postponement of Payments

We will usually pay any amounts payable on surrender, partial withdrawal or
policy loan allocated to the Divisions of the Separate Account within seven days
after written notice is received. We will usually pay any death benefit proceeds
within seven days after we receive due proof of claim. Payment of any amount
payable on surrender, partial withdrawal, policy loan or death may be postponed
whenever:

1.   The New York Stock Exchange or our home office are closed (other than
     customary weekend and holiday closing) 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 policy owners; or

3.   An emergency exists as determined by the Securities and Exchange
     Commission, as a result of which disposal of securities is not reasonably
     practicable or it is not reasonably practicable to determine the value of
     the net assets of the Separate Account.

Transfers may also be postponed under the circumstances listed above.

Continuation of Insurance

If all premium payments cease, the insurance provided under this policy,
including benefits provided by any rider attached to this policy will continue
in accordance with the provisions of this policy for as long as the cash
surrender value is sufficient to cover the monthly deductions. Any remaining
cash surrender value will be payable on the maturity date.

Basis of Computation

The minimum cash values and net single premiums, if any, are based on 1) 125
percent of the Commissioner's 1980 Standard Ordinary Mortality Table C age last
birthday; and 2) compound interest at 5% a year.

All values are at least equal to those required by any applicable law of the
state that governs your policy. We have filed a detailed statement of the method
of calculating cash values and reserves with the insurance supervisory official
of that state.


30402                                 4.05
(4/88)
<PAGE>


6.   PERSONS WITH AN INTEREST IN THE POLICY

Owner

The insured is the original owner of this policy unless someone else is shown as
owner in the application. You, as owner, are entitled to all rights provided by
this policy, prior to its maturity date. Ownership may be changed in accordance
with the Change of Owner or Beneficiary provision. After the maturity date, you
cannot change the payee nor the mode of payment, unless otherwise provided in
this policy. Any person whose rights of ownership depend upon some future event
will not possess any present rights of ownership. If there is more than one
owner at a given time, all must exercise the rights of ownership. If you should
die, and you are not the insured, your interest will go to your estate unless
otherwise provided.

Beneficiary

The original beneficiary is shown in the application. You may change the
beneficiary in accordance with the Change of Owner or Beneficiary provision.
Unless otherwise stated, the beneficiary has no rights in this policy before the
death of the insured. If there is more than one beneficiary at the death of the
insured, each will receive equal payments unless otherwise provided. If no
beneficiary is living at the death of the insured the proceeds will be payable
to you, if you are living, or to your estate.

Change of Owner or Beneficiary

During the insured's lifetime you may change the ownership and beneficiary
designations. You must make the change in written form satisfactory to us. If
acceptable to us it will take effect as of the time you signed the request,
whether or not the insured is living when we receive your request at our home
office. The change will be subject to any assignment of this policy or other
legal restrictions. It will also be subject to any payment we made or action we
took before we received your written notice of the change. We have the right to
require the policy for endorsement before we accept the change.


If you are also the beneficiary of the policy at the time of the insured's
death, you may designate some other person to receive the proceeds of the policy
within 60 days after the insured's death.

Assignments

We will not be bound by an assignment of the policy or of any interest in it
unless:

1.   It is made as a written instrument,

2.   You file the original instrument or a certified copy with us at our home
     office, and

3.   We send you an acknowledged copy.

We are not responsible for the validity of any assignment. If a claim is based
on an assignment, we may require proof of interest of the claimant. A valid
assignment will take precedence over any claim of a beneficiary.

7.   THE CONTRACT

The Contract

We have issued this policy in consideration of the application and payment of
premiums. The policy, the application for it, and any application for an
increase in face amount constitute the entire contract. Any application is
attached and made a part of the policy when the insurance applied for is
accepted. The policy may be changed by mutual agreement. Any change must be in
writing and approved by our President, or Secretary. Our agents have no
authority to alter or modify any terms, conditions, or agreements of this
policy, or to waive any of its provisions.

Conformity with Statutes

If any provision in this policy is in conflict with the laws of the state which
govern this policy, the provision will be deemed to be amended to conform with
such laws.


30603                                 6.01
(4/88)
<PAGE>


Statements in Application

All statements made by the insured or on his or her behalf, or by the applicant,
will be deemed representations and not warranties, except in the case of fraud.
Material misstatements will not be used to void the policy, or deny a claim
unless made in the application.

Claims of Creditors

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

Right to Examine Policy

You have the right to request us to cancel this policy and receive a refund. The
request must be made no later than:

- -    20 days after you received the policy; or

- -    45 days after the date you signed the application.

The refund will equal the premiums paid into this policy.

Right to Examine Increase in Face Amount

You have the right to request us to cancel an increase in face amount and
receive a refund. The request must be made no later than:

- -    20 days from the date you received the new policy specifications page for
     the increase; or

- -    45 days after the date you signed the application for the increase.

The refund will equal the monthly deductions associated with that increase. If
you do request us to cancel the increase but do not request a refund, the
monthly deductions associated with that increase will be restored to the
policy's cash value. This amount will be allocated to the Divisions of the
Separate Account in the same manner as it was deducted.

Conversion Rights

Once during the first two policy years you have the right, upon written request,
to exchange this policy for a life insurance policy that provides for benefits
that do not vary with the investment return of the Divisions of the Separate
Account. No evidence of insurability will be required. However, we will require
that this policy be in force and that you repay any existing indebtedness. At
the time of the conversion, the new policy will have, at your option, either the
same death benefit or the same difference between death benefit and cash value
as this policy. The new policy will also have the same issue date and issue age
as this policy. The planned premiums for the new policy will be based on our
rates in effect for the same issue age and risk class as the original policy.

You also have the right once during the first two years following the effective
date of an increase in face amount to exchange the increased portion of this
policy for a life insurance policy that provides for fixed benefits. The
provisions applicable to the conversion of the entire policy described above are
also applicable to a conversion of an increase in face amount.

Date of Issue

The date of issue is the effective date of the coverage under this policy. It is
also the date from which policy anniversaries, policy years, and policy months
are measured.

Misstatement of Age and Corrections

If there is a misstatement of age in the application, the amount of the death
benefit will be that which would be purchased by the most recent mortality
charge at the correct age.

If we make any payment or policy changes in good faith, relying on our records,
or evidence supplied to us, our duty will be fully discharged. We reserve the
right to correct any errors in the policy.


30603                                 6.02
(4/88)
<PAGE>

Incontestability

We cannot contest this policy after it has been in force during the lifetime of
the insured for two years from its issue date. We cannot contest an increase in
face amount with regard to material misstatements made concerning such increase
after it has been in force during the lifetime of the insured for two years from
its effective date. We cannot contest any reinstatement of this policy after it
has been in force during the lifetime of the insured for a period of two years
from the date we approve the reinstatement. This provision will not apply to any
rider which contains its own incontestability clause.

Suicide Exclusion

If the insured dies by suicide, while sane or insane, within two years from the
date of issue (or within the maximum period permitted by law of the state in
which this policy was delivered, if less than two years), the amount payable
will be limited to the amount of premiums paid, less any outstanding policy
loans with interest to the date of death, and less any partial withdrawals.

If the insured, while sane or insane, commits suicide within two years after the
effective date of any increase in face amount, the death benefit for that
increase will be limited to the monthly deductions for the increase.

This provision does not apply if this policy is issued to a Missouri citizen, or
on the effective date of any increase in face amount, unless the insured
intended suicide when this policy or any increase in face amount was applied
for.

Annual Report

Each year a report will be sent to you which shows the current policy values,
premiums paid and deductions made since the last report, and any outstanding
policy loans.

Projection of Benefits and Values

You may make a written request to us for a projection of illustrative future
cash values and death benefits. This projection will be furnished to you for a
nominal fee.

8.  SEPARATE ACCOUNT PROVISIONS

Separate Account

The variable benefits under this policy are provided through investments in the
Separate Account. This account is used for flexible premium variable life
insurance policies and, if permitted by law, may be used for other policies or
contracts as well.

We hold the assets of the Separate Account. These assets are held separately
from the Company's general assets. Income, gains and losses---whether or not
realized---from assets allocated to the Separate Account will be credited to or
charged against the account without regard to our other income, gains or losses.

Assets held by the Separate Account will not be charged with liabilities that
arise from any other business we may conduct. We have the right to transfer to
the Company's general assets any assets of the Separate Account which are in
excess of the reserves and other policy liabilities of the 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. The
Separate Account is also subject to the laws of the State of Missouri, which
regulate the operations of insurance companies incorporated in Missouri. The
investment policy of the Separate Account will not be changed without the
approval of the Insurance Commissioner of the State of Missouri. The approval
process is on file with the Insurance Commissioner of the state in which this
policy was delivered.

Divisions

The Separate Account has several Divisions which are shown on the policy
specifications page. The Separate Account will buy shares in the Funds
identified on the policy specifications page. Each Fund corresponds to a
different investment portfolio.

30603                                 6.03
(4/88)
<PAGE>

Income, gains and losses --- whether or not realized ... from the assets of each
Division of the Separate Account are credited to or charged against that
Division without regard to income, gains or losses in other Divisions of the
Separate Account.

We will value the assets of each Division of the Separate Account at the end of
each valuation period. A valuation period is the period between two successive
valuation dates, commencing at the close of trading (currently 4:00 p.m. New
York time) each valuation date and ending at the close of trading (currently
4:00 p.m. New York time) on the next succeeding valuation date. A valuation date
is each day that the New York Stock Exchange and our home office are open for
business or any other day that may be required by any applicable Securities and
Exchange Commission Rules and Regulations.

Transfers

You may transfer amounts among the Divisions of the Separate Account.

These transfers will be subject to the following conditions:

- -    We must receive a written request for transfer.

- -    Transfers from or among the Divisions of the Separate Account may be made
     at any time and must be at least $250.00 or the entire amount you have in a
     Division, if smaller.

We may modify the transfer privilege at any time, including the minimum amount
transferable, the frequency, and the transfer charge, if any.

Addition, Deletion or Substitution of Investments

We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares of a fund that are
held by the Separate Account or that the Separate Account may purchase. We
reserve the right to eliminate the shares of any of the Funds and to substitute
shares of another fund or of another registered open-end, investment company, if
the shares or funds are no longer available for investment or if in our
judgement, further investment in any fund should become inappropriate in view of
the purpose of the policy. We will not substitute any shares attributable to the
owner's interest in a Division of the Separate Account without notice to the
owner and prior approval of the Securities and Exchange Commission, to the
extent required by the Investment Company Act of 1940. This will not prevent the
Separate Account from purchasing other securities for other series or classes of
policies, or from permitting conversion between series or classes of policies or
contracts on the basis of requests made by owners.

We reserve the right to establish additional Divisions of the Separate Account,
each of which would invest in a new fund or in shares of another open-end
investment company and to make such Divisions available to such class or series
of policies as we deem appropriate. Subject to any required regulatory approval,
we also reserve the right to eliminate or combine existing Divisions of the
Separate Account or to transfer assets between Divisions.

Subject to obtaining any necessary regulatory or owner approval, the Separate
Account may be operated as a management company under the Investment Company Act
of 1940; it may be deregistered under that Act in the event registration is no
longer required; it may be combined with other separate accounts; or its assets
may be transferred to other separate accounts.

30603                                 6.04
(4/88)
<PAGE>

9.   PAYMENT OF POLICY BENEFITS

Payment

Payment will be made as provided on the face page.

If a beneficiary entitled to proceeds dies after the insured, and

1.   no settlement option elected by you is in effect, and

2.   the deceased beneficiary has not chosen an option or requested the proceeds
     in cash,

his or her proceeds will be paid as though he or she died before the insured.

Interest on Proceeds

We will pay interest on single sum proceeds from the date of the insured's death
to the date of payment. Interest will be at an annual rate determined by us, but
never less than the Guaranteed Settlement Option rate.

Election of Settlement Options

Prior to the maturity of the policy, you may choose a settlement option. Upon
the death of the insured, the proceeds will be placed under the settlement
option chosen. You may change or revoke an option during the lifetime of the
insured. After the maturity of the policy, a person entitled to receive payment
in one sum may choose an option for his or her benefit, if you have not already
done so. With our consent, an option may be chosen for the benefit of another
payee.

For you to choose an option, we must receive your written request at our home
office prior to the insured's death. If the request is satisfactory to us, we
will issue a written agreement showing the option you elected. The effective
date of the election will be the date of the request, the date of issue of the
policy, or the date the person who is making the election signed the agreement,
whichever is the latest.

The Settlement Options are described below.

Settlement Options

(See Settlement Option Tables at the end of this section.) Upon the maturity of
the policy or upon death of the insured, the proceeds may be placed under any of
the following options:

Option A. Life Income.

We will pay equal monthly installments as long as the payee lives.

Option B. Life Income for Two Lives.

We will pay monthly installments jointly to two named payees if both are living
when the installments become payable. One payee will be designated as primary
payee. Full installments will continue so long as the primary payee is living.
If the primary payee dies after installments begin, full installments or
installments of 1/2 or 2/3, (whichever you elected when applying for this
option) will continue to the other payee during his or her lifetime.

Option C. Income for Specified Number of Years and Life Thereafter.

We will pay monthly installments beginning on the effective date of the option
and continuing for 5, 10, 15 or 20 years certain, as may be chosen, and after
that, during the payee's lifetime.

Option D. Life Income With Cash Refund.

We will pay monthly installments as long as the payee lives. If the payee dies
before the total amounts paid equal the proceeds applied, we pay the difference
in one sum.

Option E. Installments of a Specified Amount.

We will pay installments at dates and in amounts chosen by the owner at the time
of option request with our approval. We will continue to make payments until all
of the proceeds, with interest, are paid. The final payment will not exceed the
unpaid balance.

Option F. Income for Specified Number of Years.

We will pay monthly installments beginning on the effective date of the option
and continuing for a specified number of years, not to exceed 30 years.

00714                                 7.01
(4/88)
<PAGE>

Option G. Interest.

We will hold the proceeds on deposit during the payee's lifetime or for any
other period selected with our approval. Interest may be accumulated or received
in monthly, quarterly, semiannual, or annual payments, as may be chosen.
Interest begins to accrue as of the effective date of the option.

Payee

A person who receives benefits under an option is a payee. Except for a legal
guardian, a payee must be a natural person receiving benefits in his or her own
right. With our consent, the payee may be a trustee, assignee, corporation, or
partnership.

Guaranteed Settlement Option Interest Rate

We use a guaranteed effective annual rate of 4% in computing payments under all
options. We may pay interest in excess of this amount.

Minimum Amounts (for each payee)

The minimum amount that can be placed under an option and the minimum amount of
any payments under an option will be based on our rules at the time the option
is to become effective.

The required minimum amount to be placed under an option will never be more than
$5,000, nor shall the minimum amount of any payment be set at more than $50 per
month.

Life Income Options

Life Income Options are based on the payee's age nearest birthday on the
settlement option effective date. We have the right to require satisfactory
proof of age. If the age has been incorrectly stated, the proper adjustment in
payments will be made. We may also require proof that the payee is living on any
payment due date.

Death of Payee

If a payee dies, any amount still payable under an option will be paid as it
becomes due to the surviving or next succeeding payee. If no designated payee
survives, any amount payable in one sum, or the commuted value of any unpaid
installments, will be paid in one sum to the estate of the last payee to die.

First Payment

We will make the first payment under an option other than Option G as of the
option effective date. We will pay interest under Option G at the end of each
period selected for payment.

Rights Under Settlement Options

No payee has the right to make any change in the provisions of the settlement
option agreement or to receive the proceeds in any manner other than that stated
in the settlement option agreement, unless such right was reserved in the
settlement option agreement. The right may be reserved to the payee to withdraw
all or part of any amount held under Options G and E, including any interest, or
the commuted value of any unpaid installments under Option F. We will not make
any payments in advance, nor commute installments under any life income option.
Under a partial withdrawal right, the number of withdrawals allowed per year and
the minimum amount of each withdrawal shall be determined by our rules in effect
at the time of the request for a partial withdrawal, unless otherwise specified
in the agreement.

Basis of Commutation

Commutation of installments will be at the effective annual rate of 4%
compounded annually.

00714                                 7.02
(4/88)
<PAGE>

Contingent Payee

The payee may name contingent payees, subject to any restrictions under a
settlement option chosen during the insured's lifetime, under the following
conditions:

1.   If you are the payee; or

2.   If the payee has the right to withdraw the entire amount under the option,
     even though contingent payees may have been previously named; or

3.   If at any time after the insured's death and during the option period no
     previously named contingent payee is living.

Designations made by the payee under these provisions may be changed by the
payee. Such changes must be made by written request satisfactory to us. Changes
will only take effect when we accept them in writing at our home office. At
that time, the contingent interest of any other person is terminated as of the
date the payee signed the request, whether or not the payee is living when we
receive the request.

Extended Provisions

Provisions for settlement of proceeds different from those stated in this policy
may only be made upon written agreement with us.

Company Liability

We will be fully discharged by any payment we make when a written request for an
election, change, or revocation is made and is received in our home office.

00714                                 7.03
(4/88)
<PAGE>

                           SETTLEMENT OPTION TABLES

                                FOR EACH $1,000
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                    OPTION A-LIFE INCOME
- ----------------------------------------------------------------------------------------------------------------------------
AGE OF PAYEE      MONTHLY       AGE OF PAYEE      MONTHLY       AGE OF PAYEE      MONTHLY       AGE OF PAYEE      MONTHLY
                INSTALLMENTS                    INSTALLMENTS                    INSTALLMENTS                    INSTALLMENTS
- ----------------------------------------------------------------------------------------------------------------------------
<S>             <C>             <C>             <C>             <C>             <C>             <C>             <C>
     15            $3.58             35            $3.99             55            $5.08             75            $ 8.30
     16             3.59             36             4.02             56             5.17             76              8.60
     17             3.61             37             4.05             57             5.27             77              8.93
     18             3.62             38             4.09             58             5.36             78              9.28
     19             3.63             39             4.13             59             5.46             79              9.67
- ----------------------------------------------------------------------------------------------------------------------------
     20             3.65             40             4.16             60             5.57             80             10.08
     21             3.67             41             4.21             61             5.68             81             10.53
     22             3.68             42             4.25             62             5.80             82             11.02
     23             3.70             43             4.30             63             5.93             83             11.54
     24             3.72             44             4.35             64             6.06             84             12.11
- ----------------------------------------------------------------------------------------------------------------------------
     25             3.74             45             4.40             65             6.20           85 AND           12.73
     26             3.76             46             4.45             66             6.35            OVER
     27             3.78             47             4.51             67             6.51
     28             3.80             48             4.57             68             6.69
     29             3.82             49             4.63             69             6.87
- ----------------------------------------------------------------------------------------------------------------------------
     30             3.85             50             4.70             70             7.07
     31             3.87             51             4.77             71             7.28
     32             3.90             52             4.84             72             7.51
     33             3.93             53             4.92             73             7.75
     34             3.95             54             5.00             74             8.01
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                 OPTION B-MONTHLY INSTALLMENTS-JOINT AND ONE-HALF TO SECONDARY PAYEE
- -----------------------------------------------------------------------------------------------------
AGE OF PRIMARY                                AGE OF SECONDARY PAYEE**
   PAYEE**
- -----------------------------------------------------------------------------------------------------
                 45      46      47      48      49      50      51      52      53      54      55
- -----------------------------------------------------------------------------------------------------
<S>            <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
      55       $4.64   $4.66   $4.68   $4.70   $4.72   $4.74   $4.75   $4.77   $4.78   $4.79   $4.80
      56        4.68    4.71    4.73    4.75    4.77    4.79    4.81    4.83    4.84    4.85    4.87
      57        4.73    4.75    4.78    4.80    4.82    4.84    4.87    4.88    4.90    4.92    4.93
      58        4.77    4.80    4.82    4.85    4.87    4.90    4.92    4.94    4.96    4.98    5.00
      59        4.81    4.84    4.87    4.90    4.93    4.95    4.98    5.00    5.02    5.05    5.07
- -----------------------------------------------------------------------------------------------------
      60        4.86    4.89    4.92    4.95    4.98    5.01    5.04    5.06    5.09    5.11    5.13
      61        4.90    4.94    4.97    5.00    5.03    5.06    5.09    5.12    5.15    5.18    5.20
      62        4.95    4.98    5.02    5.05    5.09    5.12    5.15    5.18    5.21    5.24    5.27
      63        5.00    5.03    5.07    5.11    5.14    5.18    5.21    5.24    5.28    5.31    5.34
      64        5.05    5.09    5.12    5.16    5.20    5.23    5.27    5.31    5.34    5.38    5.41
- -----------------------------------------------------------------------------------------------------
      65        5.10    5.14    5.18    5.21    5.25    5.29    5.33    5.37    5.41    5.45    5.48
      66        5.15    5.19    5.23    5.27    5.31    5.35    5.40    5.44    5.48    5.52    5.56
      67        5.21    5.25    5.29    5.33    5.37    5.42    5.46    5.50    5.55    5.59    5.63
      68        5.27    5.31    5.35    5.39    5.44    5.48    5.53    5.57    5.62    5.67    5.71
      69        5.33    5.37    5.41    5.46    5.50    5.55    5.60    5.65    5.69    5.74    5.79
- -----------------------------------------------------------------------------------------------------
      70        5.39    5.43    5.48    5.52    5.57    5.62    5.67    5.72    5.77    5.82    5.87
      71        5.45    5.50    5.55    5.59    5.64    5.69    5.74    5.80    5.85    5.90    5.96
      72        5.52    5.57    5.62    5.67    5.72    5.77    5.82    5.87    5.93    5.99    6.04
      73        5.59    5.64    5.69    5.74    5.79    5.85    5.90    5.96    6.01    6.07    6.13
      74        5.66    5.71    5.76    5.82    5.87    5.92    5.98    6.04    6.10    6.16    6.22
- -----------------------------------------------------------------------------------------------------
      75        5.74    5.79    5.84    5.89    5.95    6.01    6.07    6.13    6.19    6.25    6.32
      76        5.81    5.86    5.92    5.97    6.03    6.09    6.15    6.22    6.28    6.35    6.41
      77        5.89    5.94    6.00    6.06    6.12    6.18    6.24    6.31    6.37    6.44    6.51
      78        5.97    6.03    6.08    6.14    6.20    6.27    6.33    6.40    6.47    6.54    6.61
      79        6.05    6.11    6.17    6.23    6.29    6.36    6.43    6.50    6.57    6.64    6.72
- -----------------------------------------------------------------------------------------------------
      80        6.14    6.20    6.26    6.32    6.39    6.45    6.52    6.60    6.67    6.75    6.82
- -----------------------------------------------------------------------------------------------------


                 56      57      58      59      60      61      62      63      64      65
- ---------------------------------------------------------------------------------------------
      <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
      55       $4.81   $4.82   $4.83   $4.83   $4.84   $4.85   $4.85   $4.86   $4.86   $4.87
      56        4.88    4.89    4.90    4.90    4.91    4.92    4.93    4.93    4.94    4.94
      57        4.95    4.96    4.97    4.98    4.99    5.00    5.00    5.01    5.02    5.02
      58        5.01    5.03    5.04    5.05    5.06    5.07    5.08    5.09    5.10    5.11
      59        5.08    5.10    5.12    5.13    5.14    5.15    5.17    5.18    5.18    5.19
- ---------------------------------------------------------------------------------------------
      60        5.15    5.17    5.19    5.21    5.22    5.24    5.25    5.26    5.27    5.28
      61        5.23    5.25    5.27    5.29    5.31    5.32    5.34    5.35    5.36    5.38
      62        5.30    5.32    5.35    5.37    5.39    5.41    5.43    5.44    5.46    5.47
      63        5.37    5.40    5.43    5.45    5.48    5.50    5.52    5.54    5.55    5.57
      64        5.45    5.48    5.51    5.54    5.56    5.59    5.61    5.63    5.65    5.67
- ---------------------------------------------------------------------------------------------
      65        5.52    5.56    5.59    5.62    5.65    5.68    5.71    5.73    5.76    5.78
      66        5.60    5.64    5.67    5.71    5.74    5.78    5.81    5.84    5.86    5.89
      67        5.68    5.72    5.76    5.80    5.84    5.87    5.91    5.94    5.97    6.00
      68        5.76    5.80    5.85    5.89    5.93    5.97    6.01    6.05    6.08    6.12
      69        5.84    5.89    5.94    5.98    6.03    6.07    6.12    6.16    6.20    6.24
- ---------------------------------------------------------------------------------------------
      70        5.92    5.98    6.03    6.08    6.13    6.18    6.23    6.27    6.32    6.36
      71        6.01    6.07    6.12    6.18    6.23    6.28    6.34    6.39    6.44    6.49
      72        6.10    6.16    6.22    6.28    6.33    6.39    6.45    6.51    6.56    6.62
      73        6.19    6.25    6.32    6.38    6.44    6.50    6.57    6.63    6.69    6.75
      74        6.29    6.35    6.42    6.48    6.55    6.62    6.68    6.75    6.82    6.89
- ---------------------------------------------------------------------------------------------
      75        6.38    6.45    6.52    6.59    6.66    6.73    6.81    6.88    6.95    7.02
      76        6.48    6.55    6.63    6.70    6.77    6.85    6.93    7.01    7.08    7.17
      77        6.58    6.66    6.73    6.81    6.89    6.97    7.05    7.14    7.22    7.31
      78        6.69    6.77    6.85    6.93    7.01    7.10    7.18    7.27    7.36    7.46
      79        6.80    6.88    6.96    7.04    7.13    7.22    7.32    7.41    7.51    7.61
- ---------------------------------------------------------------------------------------------
      80        6.91    6.99    7.08    7.17    7.26    7.35    7.45    7.55    7.65    7.76
- ---------------------------------------------------------------------------------------------
</TABLE>
**FOR ADDITIONAL AGE COMBINATIONS, THE PROPER RATES WILL BE PROVIDED UPON
  REQUEST TO THE HOME OFFICE.


00714                                 7.04
(4/88)

<PAGE>

                      SETTLEMENT  OPTION  TABLES-CONTINUED
<TABLE>
<CAPTION>
                               FOR EACH $1,000
- -------------------------------------------------------------------------------------------------------------------------------
                               OPTION B-MONTHLY INSTALLMENTS-JOINT AND TWO-THIRDS TO SECONDARY PAYEE
- -------------------------------------------------------------------------------------------------------------------------------
AGE OF PRIMARY
   PAYEE **                                                  AGE  OF  SECONDARY  PAYEE **
- -------------------------------------------------------------------------------------------------------------------------------
                 45     46     47     48     49     50     51     52     53     54     55     56     57     58     59     60
- -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
     55        $4.51  $4.54  $4.56  $4.59  $4.61  $4.63  $4.65  $4.67  $4.69  $4.70  $4.71  $4.73  $4.74  $4.75  $4.75  $4.76
     56         4.54   4.57   4.60   4.63   4.65   4.68   4.70   4.72   4.74   4.76   4.77   4.79   4.80   4.81   4.82   4.83
     57         4.57   4.60   4.63   4.66   4.69   4.72   4.74   4.77   4.79   4.81   4.83   4.85   4.86   4.88   4.89   4.90
     58         4.60   4.63   4.67   4.70   4.73   4.76   4.79   4.82   4.84   4.87   4.89   4.91   4.93   4.94   4.96   4.97
     59         4.63   4.67   4.70   4.74   4.77   4.80   4.83   4.86   4.89   4.92   4.94   4.97   4.99   5.01   5.03   5.04
- -------------------------------------------------------------------------------------------------------------------------------
     60         4.66   4.70   4.74   4.77   4.81   4.84   4.88   4.91   4.94   4.97   5.00   5.03   5.05   5.08   5.10   5.12
     61         4.69   4.73   4.77   4.81   4.85   4.88   4.92   4.96   4.99   5.03   5.06   5.09   5.12   5.14   5.17   5.19
     62         4.72   4.76   4.80   4.84   4.88   4.93   4.97   5.00   5.04   5.08   5.11   5.15   5.18   5.21   5.24   5.26
     63         4.75   4.79   4.84   4.88   4.92   4.97   5.01   5.05   5.09   5.13   5.17   5.21   5.24   5.28   5.31   5.34
     64         4.78   4.83   4.87   4.92   4.96   5.01   5.05   5.10   5.14   5.18   5.23   5.27   5.31   5.34   5.38   5.41
- -------------------------------------------------------------------------------------------------------------------------------
     65         4.81   4.86   4.91   4.95   5.00   5.05   5.09   5.14   5.19   5.23   5.28   5.33   5.37   5.41   5.45   5.49
     66         4.85   4.89   4.94   4.99   5.04   5.09   5.14   5.19   5.24   5.29   5.34   5.38   5.43   5.48   5.52   5.56
     67         4.88   4.93   4.98   5.03   5.08   5.13   5.18   5.23   5.29   5.34   5.39   5.44   5.49   5.54   5.59   5.64
     68         4.92   4.97   5.02   5.07   5.12   5.17   5.23   5.28   5.34   5.39   5.45   5.50   5.56   5.61   5.66   5.72
     69         4.96   5.00   5.06   5.11   5.16   5.22   5.27   5.33   5.39   5.44   5.50   5.56   5.62   5.68   5.74   5.79
- -------------------------------------------------------------------------------------------------------------------------------
     70         4.99   5.04   5.10   5.15   5.20   5.26   5.32   5.38   5.44   5.50   5.56   5.62   5.68   5.74   5.81   5.87
     71         5.03   5.08   5.14   5.19   5.25   5.31   5.37   5.43   5.49   5.55   5.62   5.68   5.75   5.81   5.88   5.94
     72         5.07   5.13   5.18   5.24   5.29   5.35   5.42   5.48   5.54   5.61   5.67   5.74   5.81   5.88   5.95   6.02
     73         5.11   5.17   5.22   5.28   5.34   5.40   5.47   5.53   5.60   5.66   5.73   5.80   5.87   5.95   6.02   6.10
     74         5.16   5.21   5.27   5.33   5.39   5.45   5.52   5.58   5.65   5.72   5.79   5.86   5.94   6.02   6.09   6.17
- -------------------------------------------------------------------------------------------------------------------------------
     75         5.20   5.26   5.31   5.37   5.44   5.50   5.57   5.64   5.71   5.78   5.85   5.93   6.01   6.08   6.17   6.25
     76         5.24   5.30   5.36   5.42   5.49   5.55   5.62   5.69   5.76   5.84   5.91   5.99   6.07   6.15   6.24   6.33
     77         5.29   5.35   5.41   5.47   5.54   5.60   5.67   5.74   5.82   5.89   5.97   6.05   6.14   6.22   6.31   6.40
     78         5.34   5.40   5.46   5.52   5.59   5.66   5.73   5.80   5.88   5.95   6.03   6.12   6.20   6.29   6.39   6.48
     79         5.38   5.44   5.51   5.57   5.64   5.71   5.78   5.86   5.93   6.01   6.10   6.18   6.27   6.36   6.46   6.56
- -------------------------------------------------------------------------------------------------------------------------------
     80         5.43   5.49   5.56   5.62   5.69   5.76   5.84   5.91   5.99   6.08   6.16   6.25   6.34   6.44   6.53   6.64
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------
AGE OF PRIMARY
   PAYEE **
- ---------------------------------------------------------
                   61     62     63     64     65
- ---------------------------------------------------------
<S>              <C>    <C>    <C>    <C>    <C>
     55          $4.77  $4.78  $4.78  $4.79  $4.80
     56           4.84   4.85   4.86   4.86   4.87
     57           4.91   4.92   4.93   4.94   4.95
     58           4.98   5.00   5.01   5.02   5.03
     59           5.06   5.07   5.09   5.10   5.11
- ---------------------------------------------------------
     60           5.13   5.15   5.17   5.18   5.19
     61           5.21   5.23   5.25   5.26   5.28
     62           5.29   5.31   5.33   5.35   5.37
     63           5.37   5.39   5.42   5.44   5.46
     64           5.45   5.48   5.50   5.53   5.55
- ---------------------------------------------------------
     65           5.53   5.56   5.59   5.62   5.65
     66           5.61   5.64   5.68   5.72   5.75
     67           5.69   5.73   5.77   5.81   5.85
     68           5.77   5.82   5.86   5.91   5.95
     69           5.85   5.90   5.95   6.00   6.05
- ---------------------------------------------------------
     70           5.93   5.99   6.05   6.10   6.16
     71           6.01   6.07   6.14   6.20   6.26
     72           6.09   6.16   6.23   6.30   6.37
     73           6.17   6.25   6.32   6.40   6.47
     74           6.25   6.33   6.42   6.50   6.58
- ---------------------------------------------------------
     75           6.33   6.42   6.51   6.60   6.68
     76           6.42   6.51   6.60   6.69   6.79
     77           6.50   6.59   6.69   6.79   6.89
     78           6.58   6.68   6.78   6.89   7.00
     79           6.66   6.77   6.88   6.99   7.10
- ---------------------------------------------------------
     80           6.74   6.85   6.97   7.09   7.21
- ---------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

       OPTION B-MONTHLY INSTALLMENTS-JOINT AND EQUAL TO SECONDARY PAYEE
- -----------------------------------------------------------------------------------------------------------------------
AGE OF PRIMARY
   PAYEE **                          AGE OF SECONDARY PAYEE **
- -----------------------------------------------------------------------------------------------------------------------
                50     51     52     53     54     55     56     57     58     59     60     61     62     63     64
- -----------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
     50        $4.27  $4.28  $4.29  $4.30  $4.30  $4.31  $4.31  $4.32  $4.32  $4.33  $4.33  $4.33  $4.34  $4.34  $4.35
     51         4.28   4.32   4.33   4.34   4.35   4.36   4.36   4.37   4.37   4.38   4.38   4.39   4.40   4.40   4.41
     52         4.29   4.33   4.37   4.38   4.39   4.40   4.41   4.42   4.43   4.43   4.44   4.45   4.45   4.46   4.47
     53         4.30   4.34   4.38   4.43   4.44   4.45   4.46   4.47   4.48   4.49   4.50   4.51   4.51   4.52   4.53
     54         4.30   4.35   4.39   4.44   4.49   4.50   4.51   4.53   4.54   4.55   4.56   4.57   4.57   4.58   4.59
- -----------------------------------------------------------------------------------------------------------------------
     55         4.31   4.36   4.40   4.45   4.50   4.55   4.56   4.58   4.59   4.60   4.62   4.63   4.64   4.65   4.66
     56         4.31   4.36   4.41   4.46   4.51   4.56   4.61   4.63   4.65   4.66   4.68   4.69   4.70   4.71   4.72
     57         4.32   4.37   4.42   4.47   4.53   4.58   4.63   4.68   4.70   4.72   4.74   4.75   4.77   4.78   4.79
     58         4.32   4.37   4.43   4.48   4.54   4.59   4.65   4.70   4.76   4.78   4.80   4.81   4.83   4.85   4.86
     59         4.33   4.38   4.43   4.49   4.55   4.60   4.66   4.72   4.78   4.83   4.86   4.88   4.90   4.92   4.93
- -----------------------------------------------------------------------------------------------------------------------
     60         4.33   4.38   4.44   4.50   4.56   4.62   4.68   4.74   4.80   4.86   4.92   4.94   4.96   4.98   5.00
     61         4.33   4.39   4.45   4.51   4.57   4.63   4.69   4.75   4.81   4.88   4.94   5.00   5.03   5.05   5.08
     62         4.34   4.40   4.45   4.51   4.57   4.64   4.70   4.77   4.83   4.90   4.96   5.03   5.10   5.12   5.15
     63         4.34   4.40   4.46   4.52   4.58   4.65   4.71   4.78   4.85   4.92   4.98   5.05   5.12   5.19   5.22
     64         4.35   4.41   4.47   4.53   4.59   4.66   4.72   4.79   4.86   4.93   5.00   5.08   5.15   5.22   5.30
- -----------------------------------------------------------------------------------------------------------------------
     65         4.35   4.41   4.47   4.53   4.60   4.67   4.73   4.80   4.88   4.95   5.02   5.10   5.18   5.25   5.33
     66         4.36   4.42   4.48   4.54   4.61   4.67   4.74   4.81   4.89   4.96   5.04   5.12   5.20   5.28   5.36
     67         4.37   4.42   4.49   4.55   4.62   4.68   4.75   4.83   4.90   4.98   5.06   5.14   5.22   5.31   5.39
     68         4.37   4.43   4.49   4.56   4.62   4.69   4.76   4.84   4.91   4.99   5.07   5.16   5.24   5.33   5.42
     69         4.38   4.44   4.50   4.56   4.63   4.70   4.77   4.85   4.92   5.00   5.09   5.17   5.26   5.35   5.44
- -----------------------------------------------------------------------------------------------------------------------
     70         4.38   4.44   4.51   4.57   4.64   4.71   4.78   4.86   4.93   5.02   5.10   5.19   5.28   5.37   5.47
     71         4.39   4.45   4.51   4.58   4.65   4.72   4.79   4.87   4.94   5.03   5.11   5.20   5.29   5.39   5.49
     72         4.39   4.45   4.52   4.58   4.65   4.72   4.80   4.87   4.95   5.04   5.12   5.21   5.31   5.40   5.51
     73         4.40   4.46   4.52   4.59   4.66   4.73   4.81   4.88   4.96   5.05   5.14   5.23   5.32   5.42   5.52
     74         4.41   4.47   4.53   4.60   4.67   4.74   4.81   4.89   4.97   5.06   5.15   5.24   5.34   5.44   5.54
- -----------------------------------------------------------------------------------------------------------------------
     75         4.41   4.47   4.54   4.60   4.67   4.75   4.82   4.90   4.98   5.07   5.16   5.25   5.35   5.45   5.56
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
       OPTION B-MONTHLY INSTALLMENTS-JOINT AND EQUAL TO SECONDARY PAYEE
- ---------------------------------------------------------
AGE OF PRIMARY
   PAYEE **
- ---------------------------------------------------------
                65     66     67     68     69     70
- ---------------------------------------------------------
<S>            <C>    <C>    <C>    <C>    <C>    <C>
     50        $4.35  $4.36  $4.37  $4.37  $4.38  $4.38
     51         4.41   4.42   4.42   4.43   4.44   4.44
     52         4.47   4.48   4.49   4.49   4.50   4.51
     53         4.53   4.54   4.55   4.56   4.56   4.57
     54         4.60   4.61   4.62   4.62   4.63   4.64
- ---------------------------------------------------------
     55         4.67   4.67   4.68   4.69   4.70   4.71
     56         4.73   4.74   4.75   4.76   4.77   4.78
     57         4.80   4.81   4.83   4.84   4.85   4.86
     58         4.88   4.89   4.90   4.91   4.92   4.93
     59         4.95   4.96   4.98   4.99   5.00   5.02
- ---------------------------------------------------------
     60         5.02   5.04   5.06   5.07   5.09   5.10
     61         5.10   5.12   5.14   5.16   5.17   5.19
     62         5.18   5.20   5.22   5.24   5.26   5.28
     63         5.25   5.28   5.31   5.33   5.35   5.37
     64         5.33   5.36   5.39   5.42   5.44   5.47
- ---------------------------------------------------------
     65         5.41   5.45   5.48   5.51   5.54   5.56
     66         5.45   5.53   5.57   5.60   5.64   5.67
     67         5.48   5.57   5.66   5.70   5.73   5.77
     68         5.51   5.60   5.70   5.79   5.83   5.87
     69         5.54   5.64   5.73   5.83   5.94   5.98
- ---------------------------------------------------------
     70         5.56   5.67   5.77   5.87   5.98   6.09
     71         5.59   5.69   5.80   5.91   6.03   6.14
     72         5.61   5.72   5.83   5.95   6.07   6.19
     73         5.63   5.74   5.86   5.98   6.10   6.23
     74         5.65   5.77   5.88   6.01   6.14   6.27
- ---------------------------------------------------------
     75         5.67   5.79   5.91   6.04   6.17   6.31
- ---------------------------------------------------------
</TABLE>

** FOR ADDITIONAL AGE COMBINATIONS, THE PROPER RATES WILL BE PROVIDED UPON
   REQUEST TO THE HOME OFFICE.

00714                                 7.05
(4/88)

<PAGE>

                      SETTLEMENT OPTION TABLES-CONTINUED

                                FOR EACH $1,000

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                 OPTION C-MONTHLY INSTALLMENTS CERTAIN AND LIFE THEREAFTER
- ---------------------------------------------------------------------------------------------------------------------------
                  MONTHLY INSTALLMENTS                        MONTHLY INSTALLMENTS                         MONTHLY INSTALLMENTS
AGE OF PAYEE  --------------------------    AGE OF PAYEE  --------------------------    AGE OF PAYEE  ---------------------------
                NUMBER OF YEARS CERTAIN                     NUMBER OF YEARS CERTAIN                      NUMBER OF YEARS CERTAIN
- ---------------------------------------------------------------------------------------------------------------------------------
                 5     10     15     20                      5     10     15     20                       5     10     15     20
- ---------------------------------------------------------------------------------------------------------------------------------
<S>           <C>    <C>    <C>    <C>      <C>           <C>    <C>    <C>    <C>      <C>           <C>     <C>    <C>    <C>
     15       $3.58  $3.58  $3.58  $3.57         40       $4.16  $4.15  $4.14  $4.11         65       $ 6.14  $5.96  $5.69  $5.36
     16        3.59   3.59   3.59   3.58         41        4.20   4.19   4.18   4.15         66         6.28   6.08   5.78   5.42
     17        3.61   3.60   3.60   3.60         42        4.25   4.24   4.22   4.18         67         6.43   6.21   5.87   5.48
     18        3.62   3.62   3.61   3.61         43        4.29   4.28   4.26   4.22         68         6.59   6.34   5.97   5.53
     19        3.63   3.63   3.63   3.62         44        4.34   4.33   4.30   4.26         69         6.77   6.48   6.06   5.58
- ---------------------------------------------------------------------------------------------------------------------------------
     20        3.65   3.65   3.64   3.64         45        4.39   4.38   4.35   4.30         70         6.95   6.62   6.16   5.64
     21        3.66   3.66   3.66   3.65         46        4.45   4.43   4.40   4.34         71         7.14   6.77   6.25   5.69
     22        3.68   3.68   3.68   3.67         47        4.50   4.48   4.44   4.39         72         7.35   6.93   6.35   5.73
     23        3.70   3.70   3.69   3.69         48        4.56   4.54   4.50   4.43         73         7.57   7.09   6.44   5.77
     24        3.72   3.71   3.71   3.70         49        4.63   4.60   4.55   4.48         74         7.81   7.26   6.54   5.81
- ---------------------------------------------------------------------------------------------------------------------------------
     25        3.74   3.73   3.73   3.72         50        4.69   4.66   4.60   4.53         75         8.05   7.43   6.63   5.85
     26        3.76   3.75   3.75   3.74         51        4.76   4.72   4.66   4.57         76         8.32   7.60   6.72   5.88
     27        3.78   3.77   3.77   3.76         52        4.83   4.79   4.72   4.62         77         8.60   7.78   6.80   5.91
     28        3.80   3.79   3.79   3.78         53        4.91   4.86   4.78   4.67         78         8.90   7.96   6.88   5.93
     29        3.82   3.82   3.81   3.80         54        4.98   4.93   4.84   4.73         79         9.21   8.14   6.95   5.95
- ---------------------------------------------------------------------------------------------------------------------------------
     30        3.84   3.84   3.84   3.83         55        5.07   5.01   4.91   4.78         80         9.55   8.32   7.02   5.96
     31        3.87   3.87   3.86   3.85         56        5.15   5.08   4.98   4.84         81         9.90   8.50   7.08   5.98
     32        3.90   3.89   3.89   3.88         57        5.24   5.17   5.05   4.89         82        10.27   8.67   7.13   5.98
     33        3.92   3.92   3.91   3.90         58        5.33   5.25   5.12   4.95         83        10.66   8.84   7.18   5.99
     34        3.95   3.95   3.94   3.93         59        5.43   5.34   5.19   5.01         84        11.06   9.01   7.22   5.99
- ---------------------------------------------------------------------------------------------------------------------------------
     35        3.98   3.98   3.97   3.96         60        5.54   5.43   5.27   5.06        85 &       11.48   9.16   7.25   6.00
     36        4.02   4.01   4.00   3.98         61        5.64   5.53   5.35   5.12        OVER
     37        4.05   4.04   4.03   4.02         62        5.76   5.63   5.43   5.18
     38        4.09   4.08   4.07   4.05         63        5.88   5.73   5.51   5.24
     39        4.12   4.12   4.10   4.08         64        6.00   5.84   5.60   5.30

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


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------      -----------------------
                                                                                                         OPTION  F
                         OPTION D-MONTHLY INSTALLMENTS-CASH REFUND                                     INSTALLMENTS
                                                                                                          CERTAIN
- --------------------------------------------------------------------------------------------      -----------------------
                  MONTHLY                         MONTHLY                         MONTHLY          YEARS       MONTHLY
AGE OF PAYEE    INSTALLMENTS    AGE OF PAYEE    INSTALLMENTS    AGE OF PAYEE    INSTALLMENTS      CERTAIN    INSTALLMENTS
- --------------------------------------------------------------------------------------------      -----------------------
<S>             <C>             <C>             <C>             <C>             <C>               <C>        <C>
     15            $3.57             45            $4.28             75            $6.71              1         $84.83
     16             3.58             46             4.32             76             6.85              2          43.25
     17             3.59             47             4.36             77             7.02              3          29.39
     18             3.60             48             4.40             78             7.17              4          22.47
     19             3.62             49             4.45             79             7.34              5          18.32
- --------------------------------------------------------------------------------------------      -----------------------
     20             3.63             50             4.50             80             7.51              6          15.56
     21             3.65             51             4.55             81             7.70              7          13.59
     22             3.66             52             4.60             82             7.87              8          12.11
     23             3.68             53             4.65             83             8.06              9          10.97
     24             3.69             54             4.71             84             8.25             10          10.06
- --------------------------------------------------------------------------------------------      -----------------------
     25             3.71             55             4.77            85 &            8.46             11           9.31
     26             3.73             56             4.83            OVER                             12           8.69
     27             3.75             57             4.89                                             13           8.17
     28             3.77             58             4.96                                             14           7.72
     29             3.79             59             5.03                                             15           7.34
- --------------------------------------------------------------------------------------------      -----------------------
     30             3.81             60             5.10                                             16           7.00
     31             3.84             61             5.18                                             17           6.70
     32             3.86             62             5.26                                             18           6.44
     33             3.89             63             5.34                                             19           6.21
     34             3.91             64             5.43                                             20           6.00
- --------------------------------------------------------------------------------------------      -----------------------
     35             3.94             65             5.52                                             21           5.81
     36             3.97             66             5.62                                             22           5.64
     37             4.00             67             5.72                                             23           5.49
     38             4.03             68             5.82                                             24           5.35
     39             4.06             69             5.93                                             25           5.22
- --------------------------------------------------------------------------------------------      -----------------------
     40             4.09             70             6.05                                             26           5.10
     41             4.12             71             6.17                                             27           4.99
     42             4.16             72             6.30                                             28           4.89
     43             4.20             73             6.43                                             29           4.80
     44             4.24             74             6.57                                             30           4.72
</TABLE>


00714                                7.06
(4/88)
<PAGE>

                        ACCIDENTAL DEATH BENEFIT RIDER


If we have approved this rider as a part of this policy and the rider premium
has been paid, this rider will become a part of the policy.  This rider is
subject to all applicable terms and provisions of the policy.  The Policy
Specifications page or, if this rider is added after issue, the request for
policy change shows the rider amount, premium, and premium period.

Accidental Death Benefit

This benefit is subject to the restrictions and provisions of this rider. We
will pay the amount of this benefit as part of the policy proceeds. We must
however receive due proof that the death of the insured:

1.  Occurred while this rider is in force; and

2.  Occurred before the policy anniversary nearest age 70 of the insured; and

3.  Occurred within 120 days from the date of an accidental injury; and

4.  Resulted directly from accidental injury and independently of all other
    causes. There must be visible evidence of a contusion or wound on the
    exterior of the body. If the injury is internal, it must be visibly
    manifested on an autopsy. The exception to visible evidence would be in the
    case of drowning.

Risks Not Assumed

We will not pay this benefit if the insured's death results directly or
indirectly from any of the following (nor will we pay this benefit if the
insured's death was caused by or contributed to by any of these conditions):

1.  Self-inflicted injury while sane or insane.

2.  Any reasonably foreseeable injury.

3.  Any bodily or mental infirmity or disease existing before or which commences
    after the accidental injury.

4.  Any medical or surgical treatment, unless such treatment is the result of a
    covered accidental injury.

5.  Any infection, other than a bacterial infection which occurs as a result of
    a covered accidental injury.

6.  The entry into the body, in any manner, whether voluntary or involuntary of
    any of the following unless taken as prescribed by a licensed physician:

    a.  any intoxicant, excitant, hallucinogen; or

    b.  any other narcotic, drug or controlled substance.

7.  The entry into the body, in any manner, whether voluntary or involuntary of
    any of the following, unless involuntary in the course of employment:

    a.  any gas; or

    b.  any poison or poisonous substance.

8.  Participation in an assault.

9.  Participation in a felony.

10. Participation in a riot.

11. Injury which is a result of war or any act of war while the insured is in
    the military, naval, or air forces of any country. Injury while in any
    auxiliary or civilian combatant or non-combatant unit. "Any country"
    includes any international organization or the combination of countries at
    war. "War" includes undeclared war.

12. Travel or flight in or on or descent from any kind of aircraft if the
    insured is a pilot, officer, or other member of the crew of the aircraft; or
    is giving or receiving any kind of training or instruction; or has any
    duties aboard the aircraft; or is being flown for the purpose of any descent
    from the aircraft. "Aircraft" includes rocket craft or any other vehicle,
    conveyance or device designed for travel or other movement in or beyond the
    earth's atmosphere.


3082600 ADB                              1
(7/85)
<PAGE>

Termination

You may terminate this rider as of any monthly anniversary following a proper
written request. If this rider is not already terminated it will terminate on
the date when any of the following events first occurs:

1.  The policy anniversary nearest age 70 of the insured; or

2.  The lapse of the policy; or

3.  The surrender of the policy; or

4.  The maturity of the policy; or

5.  The date of death of the insured.

Cost of Insurance

The cost of insurance for the accidental death benefit is determined on a
monthly basis. The cost of insurance for a policy month is calculated as (a)
multiplied by (b), where:

a.  is the cost of insurance rate for this benefit; and

b.  is the amount of accidental death benefit.

The cost of insurance rate for this benefit is based on the attained age and
rate class of the insured. Cost of insurance rates will be determined by us
based on expectations as to future experience. However, these rates will not
exceed those shown in the Guaranteed Cost of Insurance Rates for Accidental
Death Benefit Rider.

Each monthly anniversary this rider is in force, the cost of insurance for the
rider (as determined above) will be added to the monthly deduction as defined in
the Cash Values section of the basic policy. This increased monthly deduction
will be used to determine the cash value of the policy on such monthly
anniversary.

General Provisions

We will have the right to examine the body of the insured. We also will have the
right to require an autopsy where not forbidden by law.

This rider will not affect the guaranteed values, loan values, nor other values
of the policy, if any. This rider does not apply to any insurance provided by
any guaranteed value options of the policy.

You may apply for reinstatement of the base policy with or without this rider.
We have the right to decide whether to approve the reinstatement of the base
policy with or without this rider.

Incontestability

This rider will be incontestable after it has been in force during the life of
the insured for two years from its date of issue.

The date of issue and effective date of this rider and the policy are the same
unless another date is shown below.

___________________
      DATE





    /s/ Matthew P. McCauley       /s/ Carl H. Anderson

     V.P., GENERAL COUNSEL
        AND SECRETARY                  PRESIDENT

                                    [LOGO]

3082600 ADB                          2
(7/85)
<PAGE>

                        CHILDREN'S LIFE INSURANCE RIDER

                            TERM INSURANCE INVOLVED

                       Please Read This Rider Carefully


The waiting periods in the suicide and incontestability provisions are different
from those in the certificate and begin on the effective date of this rider.

If we have approved this rider as a part of this certificate and the rider
premium has been paid, this rider will become a part of the certificate.  This
rider is subject to all applicable terms and provisions of the certificate;
except as modified herein.  The certificate specifications page or, if this
rider is added after issue, the request for policy change shows the rider
amount, premium, and premium period.

Level Term Life Insurance Benefit

We will pay the amount specified below to the Beneficiary under this rider upon
the death of the insured child while this rider is in force. We must receive
proof that the death occurred before the expiry date of coverage on such insured
child.

Amount of Insurance

The amount of insurance for this rider on each insured child is the rider
amount. Insurance on each child will become effective on the later of:

1.  The date the child attains the age of 15 days; or

2.  The day the child is first discharged from the hospital after birth.

Definition of Insured

The Insured is the person whose life is covered under the certificate to which
this rider is attached.

Definition of Insured Child

An insured child is a child who, at the time of application for this rider, was:

1.  A natural child, a stepchild or a child legally adopted of the Insured; and

2.  Unmarried; and

3.  Living in the household of the Insured; and

4.  At least 15 days of age; and

5.  Initially discharged from the hospital after birth; and

6.  Less than insuring age 19 (or age 22 if a full-time student in higher
    education beyond high school) on the first date of any part of the
    application.

A natural child, a stepchild or an adopted child named at the time of the
application but who has not yet reached age 15 days will become an insured child
when:

1.  The child does reach 15 days; and

2.  The day the child is first released from the hospital after birth.

A child who is born to the Insured after the application for this rider, and
while this rider is in force, shall become an insured child on the later of the
following dates:

1.  The day the child attains age 15 days; or

2.  The day the child is first released from the hospital after birth.

A child who is legally adopted by the Insured after the application for this
rider, and while this rider is in force, can become an insured child. This child
must be under insuring age 19 (or age 22 if a full-time student in higher
education beyond high school). If these requirements are met the coverage for
this child will begin on the date of adoption.

Expiry Dates of Insurance

The expiry date of this rider is the certificate anniversary nearest the 65th
birthday of the Insured.

If this rider has not already expired or been canceled, then insurance on each
insured child will expire on the certificate anniversary nearest the 25th
birthday of each child, if earlier.
<PAGE>

Paid-Up Term Insurance in Event of Death Of Insured

If the death of the Insured occurs while this rider is in force, it will be
continued on a fully paid-up term insurance basis. We must receive proof of the
death of the Insured. This term insurance will be subject to the terms of this
rider.

Any child who would have become an insured child later, except for such death,
will become an insured child under this rider.

Owner

During the lifetime of the Insured, you will be the owner of this rider. If you
should die while the Insured is living, all rights of the owner will go to the
Insured. If you should die while insurance on the life of an insured child is
still in force and the insured is not living, then all rights of owner will go
to the insured child.

The Beneficiary

The Beneficiary of this benefit shall be:

The Insured, if living; if not then the estate of the person upon whose death
payment is to be made; unless:

1.  Otherwise provided in the application; or

2.  Changed by you.

You may change the Beneficiary designation of the insurance on the life of any
insured child under this rider. This change must be done during the lifetime of
such insured child. To make such a change you must file a proper written request
with us. This request must be accepted by us at our Home Office. We have the
right to request the policy for endorsement. If we accept your request, the
change will take effect as of the date of the request. This change will be
subject to any payment or action we took before we received your written request
for the change.

The Beneficiary designation and any changes made will be subject to any
assignment of the policy.

Assignment

This rider cannot be assigned by itself. Only if the policy is assigned will
this rider then be subject to an assignment. An assignment of the policy will
include the interest of the assignor in and to this rider. The interest of the
Insured and all owners and beneficiaries under this rider will also be included.

Suicide Exclusion

If the insured child dies by suicide, while sane or insane, within two years
from the issue date of this rider; (or within the maximum period permitted by
laws of the state in which this policy was delivered, if less than two years),
the amount payable will be limited to the amount of monthly deductions made on
this rider. This amount will be paid according to the provisions of this rider
for the payment of death claim benefits on any such person.

This provision does not apply if the policy this rider is attached to is issued
to a Missouri citizen, unless the insured child intended suicide when this rider
was applied for.

Within 31 days after the death of the Insured by suicide the Conversion
Privilege of this rider will be available for each insured child. We must
receive a proper written application within this 31 days. The date of issue of
the new policy will be the date of exchange.

Incorrect Age

The date that coverage under this rider expires or terminates will be based on
the correct age of each person insured.

Conversion Privilege

The term insurance on the life of each insured child under this rider may be
exchanged for a policy. This exchange will be without evidence of insurability.
The new policy may be for a plan then offered by us. This exchange is subject to
the following provisions:

1.  The term insurance must be in force.

2.  We must receive a proper written application within 31 days before the date
    term insurance is to expire.

3.  The face amount of the new policy will be the number of years the insured
    child is covered under the rider to a maximum of five times the amount of
    insurance under this rider for an insured child.
<PAGE>

4.  The plan will be subject to our regular issue limits on the date of issue of
    the policy.

The first premium payment for the new policy must be made at the time of
application. Future premiums are to be paid according to the terms of the new
policy.

The date of issue for the new policy will be the date the term insurance under
this rider expires on the life of the person to be insured by the new policy.
That person will not be covered under the new policy until the term insurance
expires.

The premium rate for the new policy will be based on the following:

1.  The age last birthday of the person to be insured on the date of issue of
    new policy; and

2.  The risk class of such person under this rider; and

3.  The set of rates used by us on the date of issue of the new policy.

The new policy may include rider benefits only with our consent, subject to our
requirements.

Surrender of Paid-Up Term Insurance

You may surrender this rider for its cash value while it is continued as paid-up
term insurance due to the death of the Insured. If you surrender this rider
within 31 days after a policy anniversary date, the cash value of such insurance
will not be less than the cash value of such insurance on that anniversary.

The cash value of the paid-up term insurance is the net single premium for such
benefits at the Attained Age of the person insured, at the time of surrender. It
is computed on the basis of:

1.  The Commissioner's 1980 Standard Ordinary Mortality Table C; and

2.  Interest at the rate of 3 1/2% a year compounded annually; and

3.  Continuous functions.

Information on the amount of this cash value will be furnished upon request.

Cost of Insurance

The cost of insurance for the Children's Insurance Rider is determined on a
monthly basis. The cost of insurance for a policy month is calculated as (a)
multiplied by (b), where:

a.  is the cost of insurance rate for this rider; and

b.  is the amount of insurance for this rider.

The cost of insurance rate for this benefit is based on the Attained Age of the
Insured. Cost of insurance rates will be determined by us based on expectations
as to future experience. However, these rates will not exceed those shown in the
Guaranteed Cost of Insurance Rates for Children's Insurance Rider.

Each Monthly Anniversary this rider is in force, the cost of insurance for the
rider (as determined above) will be added to the Monthly Deductions as defined
in the Cash Values section of the policy. This increased monthly deduction will
be used to determine the cash value of the policy on such Monthly Anniversary.

Termination

You may terminate this rider as of any Monthly Anniversary following a written
request to us. We may require the policy and this rider for endorsement.

This rider will terminate when any of the following events first occurs:

1.  The lapse of the policy; or

2.  The surrender of the policy; or

3.  The maturity of the policy; or

4.  The rider expiry date.
<PAGE>

Reinstatement

This rider may be reinstated before the expiry date within five years after the
date of policy lapse if:

1.  The policy is in force or is also being reinstated; and

2.  We receive satisfactory proof that each person to be insured is insurable
    by our standards.

We have the right to approve the reinstatement of the policy with or without
this rider. We will incur no liability for the death of an insured child who
died after the end of the grace period of the policy and before the date of
reinstatement.

Incontestability

This rider will be incontestable after it has been in force during the life of
each person insured for two years from its date of issue.

The Policy Date and effective date of this rider and the policy are the same
unless another effective date of this rider is shown below.


____________________



    /s/ Matthew P. McCauley       /s/ Carl H. Anderson
     V.P., GENERAL COUNSEL
        AND SECRETARY                  PRESIDENT


3083000                                4
(1/95)
<PAGE>

                            SPOUSE INSURANCE RIDER


If we have approved this rider as a part of this certificate and the rider
premium has been paid, it will become a part of the certificate. It is subject
to all applicable terms and provisions of the certificate. The certificate
specifications page shows the rider amount, premium mode, annual premium and
Name of Spouse.

Life Insurance Benefit

We will pay the amount of this rider to the beneficiary upon the death of the
spouse while this rider is in force. We must receive proof that the death
occurred before the expiry date of coverage on such insured.

Definition of Spouse

The spouse is the person as designated on the certificate specifications page.

Definition of Insured

The person whose life is insured under the certificate to which this rider is
attached.

Expiry Date of Insurance

The expiry date of this rider is the first occurrence of the certificate
anniversary nearest:

a.   the 75th birthday of the spouse; or

b.   the 75th birthday of the insured.

The Beneficiary

The beneficiary of this benefit will be as stated in the application for this
rider. You may change the beneficiary designation of the insurance on the life
of any person insured under this rider. This change must be done during the
lifetime of such person . To make such a change you must file a proper written
request with us. This request must be accepted by us at our Home Office. We have
the right to request the certificate for endorsement. If we accept your request,
the change will take effect as of the date of the request. This change will be
subject to any payment or action we took before we received your written request
for the change. The beneficiary designation and any changes made will be subject
to any assignment of the certificate.

Assignment

This rider cannot be assigned by itself. Only if the certificate is assigned
will this rider then be subject to an assignment. An assignment of the
certificate will include the interest of the assignor in and to this rider. The
interest of the insured and all owners and beneficiaries under this rider will
also be included.

Suicide Exclusion

If the spouse dies by suicide, while sane or insane, within two years from the
rider issue date; (or within the maximum period permitted by laws of the state
in which this certificate was delivered, if less than two years) the amount
payable will be limited to the monthly deductions made on this rider. This
amount will be paid according to the provisions of this rider for the payment of
death claim benefit on any such person. This provision does not apply if this
rider is issued to a Missouri citizen, unless the spouse intended suicide when
this rider was applied for.

Misstatement of Age

If the age of the spouse is incorrectly stated, we will adjust all benefits
under this rider to the amount that would have been provided at the correct age.

Cost of Insurance

The cost of insurance for the spouse rider is determined on a monthly basis.
This cost, for a certificate month, is determined by the amount of insurance for
this rider divided by 1000 and then multiplied by the sum of the following at
the spouse attained age.

a.   the monthly cost of insurance rate for this rider; and

b.   the monthly expense charge, as described in the
     certificate.

3082800 SR                             1
(7/85)
<PAGE>

The cost of insurance rate for this benefit is based on the attained age, and
rate class of the spouse. Cost of insurance rates will be determined by us based
on expectations as to future experience. However, these rates will not exceed
those shown in Table of Guaranteed Cost of Insurance Rates for the Spouse Rider.
Each monthly anniversary this rider is in force, the cost of insurance for the
rider (as determined above) will be added to the monthly deductions as defined
in the Cash Values section of the certificate. This increased monthly deduction
will be used to determine the cash value of the certificate on such monthly
anniversary.

Termination

You may terminate this rider as of any monthly anniversary following a written
request to us. We may require the certificate and the rider for endorsement.
This rider will terminate when any of the following events first occurs:

1.   The lapse of the certificate; or

2.   The surrender of the certificate; or

3.   The maturity of the certificate; or

4.   The date of death of the insured; or

5.   The rider expiry date.

Reinstatement

This rider may be reinstated before its expiry date within five years after the
date of certificate lapse if:

1.   The certificate is in force or is also being reinstated; and

2.   We receive satisfactory proof that the spouse is insurable by our
     standards.

We have the right to approve the reinstatement of the certificate with or
without this rider.

Incontestability

This rider will be incontestable after it has been in force during the life of
the spouse for two years from its date of issue.

Limited Continuation and Exchange Privilege Upon Death of Insured

If the insured dies while this rider is in force prior to the certificate
anniversary nearest the 65th birthday of the spouse, there will be a limited
continuation and exchange privilege for 60 days. The face amount of this rider
will remain in effect without further charge until the 60 days expire. At the
expiration of the 60 days this rider may be exchanged for a new policy on the
life of the spouse for a plan then offered by us. The face amount of the new
policy may not be greater than the face amount of this rider. The risk class of
the spouse under the new policy will be the same as that under this rider. No
riders may be attached to the new policy without our consent.

The certificate date and effective date of this rider and the certificate are
the same unless another date is shown below.


- ----------------
      DATE


      /s/ Matthew P. McCauley                             /s/ Carl H. Anderson

      V.P., GENERAL COUNSEL
         AND SECRETARY                                    PRESIDENT


                                [PARAGON LOGO]


3082800 SR                               2
(7/86)
<PAGE>

                       WAIVER OF MONTHLY DEDUCTION RIDER


If we have approved this rider as a part of this policy and the rider premium
has been paid, this rider will become a part of the policy. This rider is
subject to all applicable terms and provisions of the policy. The Policy
Specifications page or. if this rider is added after issue, the request for
policy change shows the rider amount, premium, and premium period.

Waiver of Monthly Deduction

If you furnish us with due written proof that the insured is totally disabled,
as defined in this rider, we will waive monthly deduction payments on this
policy. The insured must have become disabled before age 65. The disability must
have continued without interruption for at least six months. This rider must be
in force. Monthly deductions on this policy will be waived as follows:

Disability Beginning Before Age 60. If the insured's disability begins before
age 60, we will waive monthly deductions which were due during the six months of
uninterrupted disability. We will continue to waive monthly deductions after
that. However, the insured must continue to be totally disabled. Disability
Beginning Between Ages 60 and 65. If the insured's disability begins on or after
age 60 but before age 65, we will waive monthly deductions which were due during
the six months of uninterrupted disability. We will continue to waive monthly
deductions after that, but no later than age 65. However, the insured must
continue to be totally disabled.

Total Disability

"Total Disability" means the complete inability of the insured to perform all of
the substantial and material duties of his regular occupation. Such disability
must be the result of an injury or a sickness. The injury or sickness must
originate after this rider became effective.

However, after this period of disability has continued for 60 months, the
insured will be considered to be totally disabled only if he is unable to
perform all of the substantial and material duties of any occupation for which
he is reasonably fitted by education, training or experience. Such disability
must be the result of an injury or a sickness. If after this rider becomes
effective you suffer the total and irrecoverable loss of sight in both eyes, or
of the use of both hands or both feet, or of one hand and one foot, this will be
considered total disability as defined in this rider. On such a loss the insured
will still be considered disabled even though working at an occupation.

Recurrent Total Disability

If, while this policy is in force, the insured becomes disabled again after
having been totally disabled before, the new disability will be considered a
continuation of the previous period unless:

1.   It is due to an entirely different cause; or

2.   The insured has performed the material and substantial duties of a gainful
     occupation. These duties must be performed for a continuous period of 6
     months or more between such periods of total disability.

Risks Not Assumed

We will not waive monthly deductions under this rider if disability results from
war or any act of war while the insured is in the military, naval or air forces
of any country at war. We will also not waive monthly deductions if the insured
becomes disabled while in a civilian non-combatant unit serving with such
forces. "War" includes undeclared war and "any country" includes any
international organization or combination of countries.

Termination

You may terminate this rider as of any monthly anniversary following a proper
written request. If this rider is not already terminated it will terminate on
the date any, of the following events first occurs:

1.   When the insured attains age 65. This will be without prejudice to any
     benefits granted for total disability occurring before age 65, or

                                       1

3082000 WMD
(7/85)

<PAGE>

2.   The lapse for the policy: or

3.   The surrender of the policy; or

4.   The maturity of the policy; or

5.   The date of death of the insured.

Notice of Claim and Proof of Disability

Before we waive any monthly deduction, we must receive at our Home Office:

1.   Written notice of claim for this benefit during the lifetime of the
     insured-This notice must be submitted during the continuance of total
     disability,. This notice cannot be submitted later than six months after
     age 65 of the insured.

2.   Written proof of total disability within six months after we receive
     written notice of claim. In no event shall this proof be submitted later
     than the date when any of the following events first occurs:

     a.   One year after age 65 of the insured;

     b.   Prior maturity of the policy,

     c.   Surrender of the policy for its net cash value;

     d.   One year from the due date of the first unpaid monthly deduction.
          Failure to give such notice and proof within the time allowed will not
          always invalidate a claim. We will consider the claim if you show us
          that it was not reasonably possible to file notice and proof in time.
          However, you must file notice and proof as soon as is reasonably
          possible. In no event will any monthly deduction be waived or refunded
          if its due date was more than one year before we received notice of
          claim at our Home Office. We will require no further proof of
          disability and we will automatically waive all further monthly
          deductions if:

1.   The insured is totally disabled at age 65, and

2.   All monthly deductions for at least the five years
     preceding age 65 have been waived.

Examination of the Insured

We have the right to have the insured examined by our appointed examiner. We
also have the right to receive written proof of continuance of disability from
the insured at the following times:

1.   After receipt of such notice of claim;

2.   At any time within two years after we receive proof of
     total disability;

3.   Not more than once each year after the first two years. We will riot waive
     any further monthly deductions if the insured refuses to be medically
     examined. Nor will we waive further monthly deductions if proof of
     continuance of disability is not furnished when we request it.

Incontestability

We cannot contest this rider as to statements made in the application for the
policy after a period of two years from the date of issue if:

1.   This rider shall have been in force during the lifetime of the insured, and

2.   The insured does not become totally disabled within this period.

3082000 WMD                            2
<PAGE>

Cost of Insurance

The cost insurance for the Waiver of Monthly Deductions Rider is determined on a
monthly basis. The cost of insurance for a policy month is calculated as (a)
multiplied by (b) where:

a.   is the cost of insurance rate for this rider: and

b.   is the sum of items i, ii, and iii where:

     i.   is the cost of insurance for the basic policy for the policy month.

     ii.  is the monthly expense charge, when applicable

     iii. is any cost of insurance for the policy month for any benefit provided
          by a supplemental rider (other than Waiver of Monthly Deduction Rider)
          made a part of the basic policy.

The cost of insurance rate for this benefit is based on the attained age, and
rate class of the insured. Cost of insurance rates will be determined by us
based on expectations as to future experience. However, these rates will not
exceed those shown in the Guaranteed Cost of Insurance Rates for Waiver of
Monthly Deductions Rider.

Each monthly anniversary this rider is in force, the cost of insurance for the
rider (as determined above) will be added to the monthly deduction as defined in
the Cash Values section of the basic policy. This increased monthly deduction
will be used to determine the cash value of the policy on such monthly
anniversary.

General Provisions

We will pay all benefits payable under the policy the same as if monthly
deductions had not been waived.

If the insured becomes disabled during the grace period of the first monthly
deduction in default, we will allow this Waiver of monthly deduction as if
default had not occurred. However, you will be liable for the monthly deduction
in default. Interest compounded at 60/0 per year will be charged on this monthly
deduction.

You may apply for reinstatement of this policy with or without this rider. We
have the right to decide whether to approve the reinstatement of this police,
with or without this rider.

Date of Issue

The date of issue of the rider is the same as the date of issue of this policy
unless another date of issue is shown below.


- ---------------
     DATE


      /s/ Matthew P. McCauley                             /s/ Carl H. Anderson

      V.P., GENERAL COUNSEL
         AND SECRETARY                                    PRESIDENT


                                [PARAGON LOGO]


3082000 WMD                         3
(7/85)

<PAGE>

               Accelerated Death Benefit Settlement Option Rider

                       Please Read This Rider Carefully.


Subject to all the provisions of this rider and of the rest of the
policy/certificate, we will make the payments described below if the insured is
terminally ill or is confined to a nursing home.

This rider is non-participating.

Exercising these options may not qualify the benefits as life insurance proceeds
for tax purposes. Therefore, assistance should be sought from a personal tax
advisor.

Available Proceeds
The proceeds we would otherwise pay under the policy/certificate at the death of
the Insured on the date this option is elected, less any indebtedness and any
term insurance that comes from supplementary benefits (except level term
insurance riders still in the conversion period and for which we charge a
premium).

Benefit Factor
This is a fixed multiple that will be applied to the Settlement Benefit for each
option.

Settlement Benefit
This is the lump sum benefit available with an option. The benefit will equal
the cash surrender value of the policy/certificate on the date this option is
elected plus the Benefit Factor for the option times (a) minus (b); where (a) is
the Available Proceeds and (b) is the cash surrender value of the
policy/certificate.

Eligible Nursing Home
An institution or special nursing unit of a hospital that meets at least one of
the following requirements:

1.  It is Medicare approved as a provider of skilled nursing care services; or

2.  It is licensed as a skilled nursing home or as an intermediate care facility
    by the state in which it is located; or

3.  It meets all the requirements listed below:

    a.  It is licensed as a nursing home by the state in which it is located;
        and

    b.  Its main function is to provide skilled, intermediate, or custodial
        nursing care; and

    c.  It is engaged in providing continuous room and board accommodations to
        three or more persons; and

    d.  It is under the supervision of a registered nurse (RN) or licensed
        practical nurse (LPN); and

    e.  It maintains a daily medical record of each patient; and

    f.  It maintains control and records for all medications dispensed.

Institutions which primarily provide residential facilities are not eligible
nursing homes.

Terminal Illness Option
To choose this option, you must give us evidence that satisfies us that a
medical condition exists that would result in the lnsured's life expectancy to
be 12 months or less. Part of that evidence must be a certification by a
licensed physician.

The Benefit Factor for this option is 0.85.

Nursing Home Option
You may choose this option if: (1) the Insured is confined to an Eligible
Nursing Home and has been confined there continuously for all of the preceding
six months; and (2) you give us evidence that satisfies us that the Insured is
expected to stay in the nursing home until death. Part of that evidence must be
a certification by a licensed physician.

The Benefit Factor for this option is 0.70.


3081100
(7/91)
<PAGE>

Effect on Policy/Certificate
This option is a complete settlement of the Company's obligation under the
policy/certificate causing all benefits under the policy/certificate based on
the lnsured's life to end. Any insurance under the policy/certificate on the
life of someone other than the Insured will stay in effect; we will waive all
future premiums for that insurance or convert it according to its terms as
though the lnsured's death had occurred.

Conditions
Your right to be paid under one of these options is subject to the following
conditions:

1.  The policy/certificate must be in force other than as extended term
    insurance.

2.  You must choose the option in writing in a form that meets our needs.

3.  The policy/certificate must not be assigned except to us as security for a
    loan.

4.  You must send us the policy/certificate.

5.  The main purpose of a life insurance death benefit is to meet your estate
    planning needs. This benefit provides for the accelerated payment of life
    insurance proceeds. It is not meant to cause you to involuntarily invade
    proceeds ultimately payable to the named beneficiary. Accelerated death
    benefits will be made available to you on a voluntary basis only. Therefore:

    a.  If you are required by law to use this option to meet the claims of
        creditors, whether in bankruptcy or otherwise, you are not eligible for
        this benefit.

    b.  If you are required by a government agency to use this option in order
        to apply for, obtain, or keep a government benefit or entitlement, you
        are not eligible for this benefit.

Right to Cancel
If you ask us in writing and send us the policy/certificate, we will cancel his
rider.


Rider attached to and made a part of the policy/certificate on the Date of
Issue.




/s/ Matthew P. McCauley                /s/ Carl H. Anderson
   -------------------------------        --------------------------------
    V.P., GENERAL COUNSEL                  PRESIDENT
    AND SECRETARY


                     [PARAGON LIFE INSURANCE COMPANY LOGO]


3081100
(7/91)

<PAGE>


                                   Exhibit 6


              PROPOSED FORM OF CERTIFICATE AND CERTIFICATE RIDERS
<PAGE>

                                ** DATA PAGE **

THE AMOUNT OF THE DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY
INCREASE OR DECREASE UNDER THE CONDITIONS DESCRIBED ON PAGES 3.02 AND 3.03.

THE CERTIFICATE'S CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE ACCOUNT
IS BASED ON THE INVESTMENT EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY
INCREASE OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE THE
SEPARATE ACCOUNT PROVISION.



The provisions on the pages which follow are a part of this certificate. This
contains a summary of the terms of the Group Contract which is the contract
between the Contract holder and Paragon Life Insurance Company. This certificate
is evidence of life insurance under the Group Contract and is subject to all of
the terms and limits of the Group Contract and any amendments thereto. PLEASE
READ YOUR CERTIFICATE CAREFULLY.

ISSUED BY:  PARAGON LIFE INSURANCE CO.
            A STOCK COMPANY
            100 SOUTH BRENTWOOD
            ST. LOUIS, MISSOURI 63105
            (314) 862-2211


                              CERTIFICATE NUMBER:


                                   INSURED:


                               RIGHT TO EXAMINE
                                  CERTIFICATE

Please read this certificate. You may return this certificate to us or to the
agent through whom it was purchased within 20 days from the date you receive it
or within 45 days after the application is signed, whichever period ends later.
If you return it within this period, the certificate will be void from the
beginning. We will refund any premium paid.


                               FLEXIBLE PREMIUM
                                 VARIABLE LIFE
                              INSURANCE TO AGE 95

Flexible Premiums are payable during the lifetime of the insured to age 95. The
death benefit is payable at the death of the insured prior to age 95 and while
the certificate is in force. Cash surrender value, if any, is payable at the
insured's age 95.

<PAGE>

                       ALPHABETIC GUIDE TO YOUR CONTRACT


Page
6.04   Addition, Deletion or Substitution of Investments
3.04   Allocation of Net Premiums
6.01   Assignments
4.05   Basis of Computation
6.01   Beneficiary
4.03   Cash Surrender Value
4.01   Cash Values
3.03   Certificate Changes
3.01   Certificate Date
3.03   Change in Contract Type
3.03   Change in Face Amount
6.01   Change of Owner or Beneficiary
6.02   Claims of Creditors
6.01   Conformity with Statutes
6.02   Conversion Rights
3.02   Death Benefit
3.01   Definitions
6.02   Eligibility Change Conversion Privilege
3.04   Grace Period
6.03   Incontestability
7.01   Interest on Proceeds
4.03   Loan Account Cash Value
4.01   Loans
3.01   Maturity Date
6.03   Misstatement of Age and Corrections
4.03   Monthly Cost of Insurance
4.03   Monthly Deduction
4.02   Net Investment Factor
3.04   Net Premium
6.01   Owner
4.04   Partial Withdrawals
7.01   Payment of Benefits
3.04   Payment of Premiums
4.05   Postponement of Payments
3.02   Proceeds
3.05   Reinstatement
6.02   Right to Examine Increase in Face Amount
6.02   Right to Examine Certificate
4.02   Separate Account Cash Value
6.03   Separate Account Provisions
7.01   Settlement Options
6.02   Statements in Application
6.03   Suicide Exclusion
6.04   Transfers


Additional Benefit Riders, Modifications and Amendments, if any, and a Copy of
the Application are found following the final section.



30009                                0.02
(4/88)
<PAGE>

CERTIFICATE SPECIFICATIONS



INSURED AGE                     <AGE>       INSURED                    <INSURED>
SEX                             <SEX>       FACE AMOUNT                <FACEAMT>
CONTRACT TYPE              <CONTTYPE>       CERTIFICATE DATE          <CERTDATE>
MINIMUM FACE AMOUNT      <MINFACEAMT>       CERTIFICATE NUMBER         <CERTNUM>
NET PREMIUM PERCENTAGE   <NETPREMPER>       PLANNED ANNUAL PREMIUM    <APREMIUM>
                                            MONTHLY EXPENSE CHARGE    <MOEXPCHG>
LOAN ACCOUNT GUARANTEED                     FIRST YEAR MONTHLY
   INTEREST RATE              <LAGIR>          EXPENSE CHARGE            <FYMEC>



FORM                 BENEFITS-AS SPECIFIED IN CERTIFICATE
NUMBER                        AND IN ANY RIDER


                     Certificate Plan: FLEXIBLE PREMIUM VARIABLE
                               LIFE INSURANCE TO AGE 95



<DOCSLIST[LOOPIN,1]>





30111                                 1.01
<PAGE>

CERTIFICATE SPECIFICATIONS



INSURED                  <INSURED>
CERTIFICATE DATE        <CERTDATE>
CERTIFICATE NUMBER       <CERTNUM>


COVERAGE                   RISK             FACE             MATURITY
                      CLASSIFICATION       AMOUNT              DATE*
<COVRG>                 <RISKCLASS>       <FACEAMT>          <MATDATE>



SEPARATE ACCOUNT:     <SEPACCT>



            INITIAL ALLOCATION OF NET PREMIUMS TO SEPARATE ACCOUNT









*    It is possible that coverage will expire prior to the Maturity Date shown
     where either no premiums are paid following payment of the initial premium
     or subsequent premiums are insufficient to continue coverage to such a
     date. If current values change, the planned periodic premium could be
     insufficient to continue coverage to the maturity date.




30111                                1.02
<PAGE>

CERTIFICATE SPECIFICATIONS

                    DESCRIPTION OF SEPARATE ACCOUNT A FUNDS

American Variable Insurance Series (the "Series") is an open-end diversified
management investment company which was incorporated in Massachusetts in 1983.
The Series offers seven separate funds which operate as distinct investment
vehicles. The names and investment objectives of the funds are as follows:

Cash Management Fund: The investment objective of this Fund is to seek high
current yield while preserving capital by investing in a diversified selection
of money market instruments.

High Yield Bond Fund: The investment objective of this Fund is to seek high
current income by investing primarily in intermediate and long-term corporate
obligations, with emphasis on higher yielding, higher risk, lower rated or
unrated securities.

Growth-Income Fund: The investment objective of this Fund is to seek growth of
capital and income by investing primarily in common stocks or other securities
with a view to appreciation and/or potential dividends.

Growth Fund: The investment objective of this Fund is to seek growth of capital
by investing primarily in common stocks or securities with common stock
characteristics, such as convertible preferred stocks, which demonstrate the
potential for appreciation.

U.S. Government/AAA-Rated Securities Fund: The investment objective of this Fund
is to seek a high level of current income consistent with prudent investment
risk and preservation of capital by investing primarily in a combination of
securities guaranteed by the U.S. Government and other debt securities rated AAA
or Aaa.

Asset Allocation Fund: The investment objective of this Fund is to seek total
return (including income and capital gains) and preservation of capital over the
long-term by investing in a diversified portfolio of securities that can include
common stocks and other equity-type securities (such as convertible bonds and
preferred stocks), bonds and other intermediate and long-term fixed-income
securities, and money market instruments (debt securities maturing in one year
or less).

International Fund: The investment objectives of this Fund is to seek long-term
growth of capital by investing primarily in securities of issuers domiciled
outside the United States. A major premise of the Fund's investment approach is
the belief that economic and political developments have helped create new
opportunities outside the U.S. In addition to investing directly in equity
securities, the Fund may invest in American Depository Receipts and European
Depository Receipts. When prevailing market, economic, political or currency
conditions warrant, the Fund may purchase fixed-income securities of issuers
domiciled outside the U.S. Under normal circumstances, the Fund will invest at
least 65% of its assets in equity securities of issuers domiciled outside the
U.S.

There can be no assurance that the investment objectives of these Funds, or any
other Funds that the Company may create, will be achieved.

30111                                 1.03
<PAGE>

                           SURRENDER CHARGE SCHEDULE


INSURED: (INSURED)                          CERTIFICATE #: (CERTNUM)

AMOUNT OF INSURANCE: (FACEAMT)              CERTIFICATE DATE: (CERTDATE)

SURRENDER CHARGE FACTOR: (SURCHGFACTR)      GUIDELINE ANNUAL PREMIUM: (APREMIUM)

             CERTIFICATE                                 SURRENDER
                YEAR                                 CHARGE PERCENTAGE
           (SRRCHG[CTR,1])                            (SRRCHG[CTR,2])

IF THIS AMOUNT OF INSURANCE IS FULLY SURRENDERED DURING THE TEN YEARS FOLLOWING
THE EFFECTIVE DATE, THE SURRENDER CHARGE IS THE APPROPRIATE PERCENTAGE SHOWN
ABOVE TIMES THE SURRENDER CHARGE AMOUNT DEFINED IN SECTION 5, CASH VALUES. IF
THIS AMOUNT OF INSURANCE IS DECREASED BY SOME FRACTION OF THE TOTAL AMOUNT
DURING THE TEN YEARS FOLLOWING THE EFFECTIVE DATE, THE SURRENDER CHARGE AMOUNT
WILL BE THE PREVIOUSLY DEFINED SURRENDER CHARGE TIMES THE FRACTION. A NEW
SURRENDER CHARGE SCHEDULE PAGE WILL BE MAILED TO YOU FOR THE REMAINING COVERAGE.
IF THE AMOUNT OF INSURANCE IS INCREASED, A SURRENDER CHARGE WILL APPLY DURING
THE TEN YEARS FOLLOWING THE EFFECTIVE DATE OF THE INCREASE. A NEW SURRENDER
CHARGE SCHEDULE PAGE FOR THE INCREASE WILL BE MAILED TO YOU. THE SURRENDER
CHARGE FACTOR WILL NOT CHANGE FOR THE INCREASE.

<PAGE>

              TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
                             RATES ARE PER $1,000

INSURED:  (INSURED)             POLICY NUMBER:                        (CERTNUM)
                                DATE OF ISSUE:                        (CERTDATE)

<TABLE>
<CAPTION>
ATTAINED                              ATTAINED                                ATTAINED
AGE                  RATE             AGE                  RATE               AGE                   RATE
- ---                  ----             ---                  ----               ---                   ----
<S>                  <C>              <C>                  <C>                <C>                   <C>
(COIRATES[CTR,1])(COIRATES[CTR,2])    (COIRATES[CTR2,1])(COIRATES[CTR2,2])    (COIRATES[CTR3,1])    (COIRATES[CTR3,2])
(COIRATES[(94-AGE),1])(COIRATES[(94-AGE),2])    (COIRATES[(95-AGE),1])(COIRATES[(95-AGE),2])
(COIRATES[(95-AGE),1])(COIRATES[(95-AGE),2])
</TABLE>


THESE RATES ARE FOR THE BASE CERTIFICATE AT ISSUE. They are based on 125 percent
of the 1980 Commissioners Standard Ordinary Mortality Table C.

Any values guaranteed in this contract are based on these rates.

<PAGE>

1.  DEFINITIONS

We, Us and Our

The Paragon Life Insurance Company.

You and Your

The owner of this certificate. The owner is as shown in the application unless
later changed as provided in this certificate. The owner may be someone other
than the insured.

In the application the words "You" and "Your" refer to the proposed insured
person(s).

Insured

The person whose life is insured under this certificate. See the certificate
specifications page. The insured must be eligible to participate in the plan
sponsored by the contractholder at the time this certificate is issued.

Issue Age

The insured's age at his or her last birthday as of the certificate date.

Attained Age

The issue age plus the number of completed certificate years.

Certificate Date

The date of issue of this certificate is the effective date of coverage under
this certificate. It is also the date from which certificate anniversaries,
certificate years, and certificate months are measured.

Investment Start Date

The date the first premium is applied to the Divisions of the Separate Account.
This date will be the later of:

- -  The certificate date; or

- -  The date we receive the first premium at our home office.

Maturity Date

The certificate anniversary on which the insured attains age 95. If the insured
is living and the certificate is in force on this date, the cash surrender value
is payable. It is possible that insurance coverage may not continue to the
maturity date even if planned premiums are paid in a timely manner.

Monthly Anniversary

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

Business Day

Any day that we are open for business.

Separate Account

A separate investment account created by us to receive and invest net premiums
received for this certificate. The particular Separate Account for this
certificate is indicated on the certificate specifications page.

Loan Account

The account to which we will transfer from the Divisions of the Separate Account
the amount of any certificate loan.

Loan SubAccount

A Loan SubAccount exists for each Division of the Separate Account. Any cash
value transferred to the Loan Account will be allocated to the appropriate
SubAccount to reflect the origin of the cash value. At any point in time, the
Loan Account will equal the sum of all the Loan SubAccounts.

30304                                 3.01
(4/88)
<PAGE>

Actively at Work

The employee must work for his employer at his usual place of work or such other
places as required by his employer in the course of such work for the full
number of hours and full rate of pay, as set by the employment practices of his
employer. In no event will the amount of time worked per week be less than 30
hours.

Contract

The Group Flexible Premium Variable Life Insurance Contract issued to the
contractholder by us.

2.  DEATH BENEFITS

Proceeds

The certificate proceeds are:

1.  The death benefit under the contract type then in effect; plus

2.  The monthly cost of insurance for the portion of the month from the date of
    death to the end of the month of death; less

3.  Any loan and loan interest due.

Death Benefit

The death benefit depends upon the contract type in effect on the date of the
insured's death. The contract type in effect is shown on the certificate
specifications page.

Level Contract Type: (Death benefit is level except when it equals a percentage
of cash value.)

The death benefit is the greater of:

1.  The face amount; or

2.  The applicable percentage of the cash value on the date of death as
    described in Section 7702(d) of the Internal Revenue Code of 1986 or as set
    forth in any applicable successor provision thereto.

Increasing Contract Type:

The death benefit is the greater of:

1.  The face amount plus the cash value on the date of death; or

2.  The applicable percentage of the cash value on the date of death as
    described in Section 7702(d) of the Internal Revenue Code of 1986 or as set
    forth in any applicable successor provision thereto.

Applicable Percentage

The percentages as currently described in Section 7702(d) of the Internal
Revenue Code of 1986 are as follows:

In the case of an insured with an attained age as of the beginning of the policy
year of:

More than:                 But not more than:

   0   .........................   40
  40   .........................   45
  45   .........................   50
  50   .........................   55
  55   .........................   60
  60   .........................   65
  65   .........................   70
  70   .........................   75
  75   .........................   90
  90   .........................   95

The applicable percentage will decrease by a ratable portion for each full year:

From:                             To:

 250   .........................  250
 250   .........................  215
 215   .........................  185
 185   .........................  150
 150   .........................  130
 130   .........................  120
 120   .........................  115
 115   .........................  105
 105   .........................  105
 105   .........................  100

30304                                 3.02
(4/88)
<PAGE>

Certificate Changes

You may request certificate changes at any time. We reserve the right to limit
the number of changes to one per certificate year and to restrict the changes in
the first certificate year. The types of changes allowed are explained below.

No change will be permitted that would result in the death benefit under this
certificate being included in gross income due to not satisfying the
requirements of Section 7702 of the Internal Revenue Code of 1986 or as set
forth in any applicable successor provision thereto.

Change in Face Amount

The face amount may be changed by sending us a written request.

Any decrease in face amount will be subject to the following conditions:

1.  The decrease will become effective on the monthly anniversary date on or
    following our receipt of the request.

2.  The decrease will reduce the face amount in the following order:

    a.  The face amount provided by the most recent increase;

    b.  Face amounts provided by the next most recent increases, successively;
        and

    c.  The face amount when the certificate was issued.

3.  The face amount remaining in force after any requested decrease may not be
    less than the minimum face amount shown on the certificate specifications
    page.

4.  Any decrease must be at least $5,000.

Any increase in face amount will be subject to the following conditions:

1.  Proof that the insured is insurable by our standards on the date of the
    requested increase must be submitted.

2.  The increase will become effective on the monthly anniversary date on or
    following our receipt of such proof.

3.  Any increase must be at least $5,000.

4.  The insured must have an attained age not greater than age 80 on the date of
    the requested increase.

We will amend your certificate to show the effective date of the decrease or
increase.

Change in Contract Type

The contract type in effect may be changed by sending us a written request. The
effective date of change will be the monthly anniversary date on or following
the date we receive the request. On the effective date of this change the death
benefit payable does not change.

If the contract type in effect is increasing, it may be changed to level. The
face amount will be increased to equal the death benefit on the effective date
of change.

If the contract type in effect is level, it may be changed to increasing. Proof
that the insured is insurable by our standards on the date of the change must be
submitted. The face amount will be decreased to equal the death benefit less the
cash value on the effective date of change. This change may not be made if it
would result in a face amount which is less than the minimum face amount shown
on the certificate specifications page.


30304                                3.03
(4/88)
<PAGE>

3.  PREMIUMS AND GRACE PERIOD

Payment of Premiums
Your first premium is due as of the certificate date. While the insured is
living, Premiums after the first must be paid at our home office. You may pay
planned premiums directly or through the contractholder annually, semiannually,
quarterly, or at other intervals we may establish from time to time. This right
is subject to our rates and minimum premium requirements as of the certificate
date.

If this certificate is in your possession and you have not paid the first
premium, it is not in force. It will be considered that you have the certificate
for inspection only.

Premiums after the first may be paid in any amount and at any interval subject
to the following conditions:

1.  No premium payment may be less than $20.00.

2.  Total premiums paid in any certificate year may not exceed the maximum
    premium limit for that certificate year. The maximum premium limit for a
    certificate year is the largest amount of premium which can be paid in that
    certificate year such that the sum of the premiums paid under the
    certificate will not at any time exceed the guideline premium limitation
    referred to in Section 7702(c) of the Internal Revenue Code of 1986, or as
    set forth in any applicable successor provision thereto. The maximum premium
    limit for the following certificate year will be shown on your annual
    report.

Net Premium
The premium paid times the net premium percentage from the certificate
specifications page is the net premium.

Allocation of Net Premiums
You determine the allocation of net premiums among the Divisions of the Separate
Account. The minimum percentage (other than zero) that may be allocated to any
Division of the Separate Account is 10%. Percentages must be in whole numbers.
The initial allocation is shown on the certificate specifications page.

Your Right to Change Allocation
You may change the allocation of future net premiums among the Divisions of the
Separate Account subject to the conditions outlined in the Allocation of the Net
Premiums Provision. The change in allocation percentages will take effect
immediately upon our receipt of your written request.

Grace Period
We will allow a grace period of 62 days. The grace period will start on any
monthly anniversary date when the cash surrender value is not large enough to
cover the next monthly deduction. (Monthly deduction is defined in the Cash
Values Section.) At that time, we will send you and any assignee of record a
notice. The notice will indicate the minimum premium needed to keep the
certificate in force and the date such payment is due.

If you do not pay a premium large enough to cover the monthly deduction by the
end of the grace period, your certificate will lapse at the end of that 62 day
period. It will then terminate without cash value. If the insured dies during
the grace period, any past due monthly deductions will be deducted from the
death benefit.


30304                                3.04
(4/88)
<PAGE>

Reinstatement
You may reinstate your lapsed certificate within 5 years after the date of
lapse. This must be done before the insured's age 95. You must submit the
following items:

1.  A written request for reinstatement.

2.  Proof satisfactory to us that the insured is insurable by our standards.

3.  A premium large enough to cover:

    a.  The monthly deductions due at the time of lapse; and

    b.  Two times the monthly deduction due at the time of reinstatement.

Reinstatement will not be effective until the date of application for
reinstatement is approved by us. There will be a full monthly deduction for the
certificate month that includes that date. The only accumulation value of this
certificate upon reinstatement will be the amount provided by the premium then
paid. The application for reinstatement will be contestable for two years during
the lifetime of the insured from the date of its approval.

Any loan and loan interest due on the date of lapse may be paid or reinstated.
Any loan and loan interest reinstated will cause a cash value of an equal amount
to also be reinstated.

Any loan paid at the time of reinstatement will cause an increase in cash value
equal to the amount of the repaid loan.

The surrender charge at the time of reinstatement will be the surrender charge
in effect at the time of lapse. If only a portion of the coverage is reinstated
then only the applicable portion of the surrender charge will be reinstated. We
will amend your certificate to show the new surrender charge. The cash value
following reinstatement will be increased by the amount of the surrender charge
imposed at the time of lapse.



30304                                3.05
(4/88)
<PAGE>

4.  LOANS

After the first certificate anniversary, you may borrow an amount not in excess
of the loan value of your certificate while it is in force. The minimum amount
of your net loan request at any one time must be at least $100. Your certificate
will be the sole security for such loan. We have the right to require your
certificate for endorsement.

The loan value is 85% of the cash value of your certificate at the date of the
loan request, reduced by:

1.  Any existing loans and loan interest due; and

2.  Any surrender charges.

You may allocate the certificate loan and any loan interest due on this loan
among the Divisions of the Separate Account. If you do not specify the
allocation, then the certificate loan will be allocated among the Divisions of
the Separate Account in the same proportion that the cash value in each Division
bears to the total cash value of the certificate, minus the cash value in the
Loan Account, on the date of the certificate loan.

Cash value equal to the certificate loan and the loan interest due on this loan
allocated to each Division of the Separate Account will be transferred to the
Loan Account, reducing the cash value allocated to the Divisions of the Separate
Account accordingly.

Cash value held in the Loan Account for loan collateral will earn interest daily
at an annual rate of the Loan Account guaranteed interest rate shown on the
certificate specifications page.

Interest payable on a loan accrues daily. Loan interest is due and payable in
arrears on each certificate anniversary or on a pro rata basis for any shorter
period as the loan may exist. If you do not pay the interest when it is due, we
will add it to your existing loan if your certificate has sufficient loan value.
We will charge the same rate of interest on this amount as on the certificate
loan. The total loan rate will be 8.0% per year.

Loan Repayments
All funds received will be credited to your certificate as a premium unless
clearly marked for loan repayment.

You may repay your loan in whole or in part at any time before the death of the
insured while the certificate is in force. When a loan repayment is made, cash
value securing the debt in the Loan Account equal to the loan repayment will be
repaid to the Divisions of the Separate Account in the same proportion that the
cash value in the Loan Account bears to the cash value in each Loan SubAccount
as of the date the original loan was made, unless you indicate a specific
allocation to the Divisions of the Separate Account. Unpaid loans and loan
interest will be deducted from any settlement of your certificate.

If you fail to make repayment when the total loan and loan interest due would
exceed the cash value, less any surrender charges, your certificate will be in
default. We will allow you a grace period for such payment of loans and loan
interest due. In such event that payment is not made, the certificate terminates
at the end of the grace period. On the date of default, we will mail a notice to
your last known address, the last known address of the insured, and that of any
assignee of record. This grace period of 62 days will start on the monthly
anniversary immediately before the date the total loan and loan interest exceeds
the cash value less any surrender charges and any unpaid monthly expense
charges; or 31 days after such notice has been mailed, if later.

5.  CASH VALUES

Cash Value
The cash value of your certificate is equal to the total of:

- -  The cash value in the Divisions of the Separate Account; plus

- -  The cash value in the Loan Account.


30403                                4.01
(4/88)
<PAGE>

You may borrow against the loan value of your certificate. The interest rate
used to calculate the interest earned on the cash values in the Loan Account
securing any certificate loan will be at an effective annual rate not less than
the Loan Account guaranteed interest rate shown on the certificate
specifications page.

Separate Account Cash Value

The cash value in each Division of the Separate Account on the Investment Start
Date is equal to:

- -  The portion of the initial net premium received and allocated to the
   Division; minus

- -  The portion of the monthly deductions due from the certificate date through
   the Investment Start Date charged to the Division.

The cash value in each Division of the Separate Account on a subsequent
valuation date is equal to:

- -  The cash value in the Division on the preceding valuation date multiplied by
   that Division's net investment factor for the current valuation period; plus

- -  Any portion of net premium received and allocated to the Division during the
   current valuation period; plus

- -  Any net amounts transferred to the Division from another Division during the
   current valuation period; plus

- -  Any loan repayments allocated to the Division during the current valuation
   period; plus

- -  That portion of any interest credited on outstanding loans which is allocated
   to the Division during the current valuation period; minus

- -  Any amounts transferred plus any transfer charge from the Division during the
   current valuation period; minus

- -  Any partial withdrawal plus any withdrawal transaction charge from the
   Division during the current valuation period; minus

- -  Any surrender charges incurred during the current valuation period; minus

- -  Any amount transferred from the Division to the Loan Account during that
   valuation period; minus

- -  If a monthly anniversary occurs during the current valuation period, the
   portion of the monthly deduction charged to the Division during the current
   valuation period to cover the certificate month which starts during that
   valuation period.

Net Investment Factor

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

- -  The value of the assets at the end of the preceding valuation period; plus

- -  The investment income and capital gains -- realized or unrealized -- credited
   to the assets in the valuation period for which the net investment factor is
   being determined; minus

- -  The capital losses -- realized or unrealized -- charged against those assets
   during the valuation period; minus

- -  Any amount charged against each Division for taxes, or any amount we set
   aside during the valuation period as a reserve for taxes attributable to the
   operation or maintenance of each Division; minus

- -  A charge not to exceed .0024547% for each day in the valuation period. This
   corresponds to 0.90% per year for mortality and expense risks; divided by

- -  The value of the assets at the end of the preceding valuation period.



30403                                4.02
(4/88)
<PAGE>

Loan Account Cash Value

The cash value of the Loan Account as of the Investment Start Date is zero.

The cash value of the Loan Account on any day after the Investment Start Date is
equal to:

- -  The cash value of the Loan Account on the preceding business day, with
   interest; plus

- -  Any net amount transferred to the Loan Account from the Divisions of the
   Separate Account on that day; minus

- -  Any loan repayments on that day.

Monthly Cost of Insurance

The monthly cost of insurance for the following month is deducted on the monthly
anniversary date. The monthly cost of insurance is 1, below, multiplied by the
difference between 2 and 3 below:

1.  The monthly cost of insurance rate.

2.  The death benefit at the beginning of the certificate month divided by
    1.0040741.

3.  The cash value at the beginning of the certificate month, before the
    deduction of the monthly cost of insurance.

If the contract type is level and if there has been an increase in the face
amount, then the cash value will first be considered a part of the face amount
when the certificate was issued. If the cash value is greater than the initial
face amount, it will then be considered a part of each increase in order,
starting with the first increase.

Monthly Cost of Insurance Rates

At the beginning of each certificate year, the monthly cost of insurance rate is
determined using the insured's attained age. The monthly cost of insurance rate
is based on the attained age and rate class. For the initial face amount, we
will use the rate class on the certificate date. For each increase, we will use
the rate class applicable to the increase. If the death benefit equals a
percentage of the cash value, any increase in cash value will cause an automatic
increase in the death benefit. The rate class for such increase will be the same
as that used for the most recent increase that required proof that the insured
was insurable by our standards.

The monthly cost of insurance rates will never exceed the rates shown on the
Table of Guaranteed Monthly Cost of Insurance Rates page divided by 1,000. Any
change in the cost of insurance rates will apply to all persons of the same age,
and classification whose certificates have been in force for the same length of
time.

First Year Monthly Expense Charge

The amount of additional monthly expense to be charged during the first
certificate year is shown on the certificate specifications page.

Monthly Expense Charge

The amount of the monthly expense charge is shown on the certificate
specifications page.

Monthly Deduction

The monthly deduction is:

1.  The monthly cost of insurance; plus

2.  The monthly cost of insurance for any rider included with this certificate;
    plus

3.  The monthly expense charge; plus

4.  For the first certificate year, the first year monthly expense charge.

The monthly deduction for a certificate month will be allocated among the
Divisions of the Separate Account in the same proportion that the cash value in
each Division bears to the total cash value of the certificate, minus the cash
value in the Loan Account on the monthly anniversary.

Cash Surrender Value

The cash surrender value of this certificate is:

1.  The cash value at the time of surrender; less

2.  Any loan and loan interest due; less

3.  Any surrender charge.


30403                                4.03
(4/88)
<PAGE>

Surrender

You may surrender your certificate for its cash surrender value at any time
during the lifetime of the insured by sending us a written request. The cash
surrender value will be determined as of the date we receive your written
request. The cash surrender value will not be reduced by any monthly deduction
due, if any, on that date for the following month.

Partial Withdrawals

After the first certificate year, you can make a partial withdrawal of cash
subject to the following conditions:

- -  You may make up to one partial withdrawal each certificate month.

- -  The minimum amount of your net partial withdrawal request from any one
   Division must be at least $50.00 of a Division or your entire balance in that
   Division, if smaller.

- -  The total amount of your net partial withdrawal request at any one time must
   be at least $500.

- -  The amount of withdrawal obtained by partial withdrawal may not exceed the
   loan value.

Allocation of Partial Withdrawals

You may allocate the partial withdrawal, subject to the above conditions, among
the Divisions of the Separate Account. If you do not specify the allocation,
then the partial withdrawal will be allocated among the Divisions of the
Separate Account in the same proportion that the cash value in each Division
bears to the total cash value of the certificate, minus the cash value in the
Loan Account on the date of the partial withdrawal.

If the contract type is level and the death benefit equals the face amount, then
a partial withdrawal will decrease the face amount by an amount equal to the
partial withdrawal plus the applicable surrender charge. The surrender charge
will be allocated among the Divisions of the Separate Account in the same
proportion that the partial withdrawal was allocated among the Divisions of the
Separate Account. If the death benefit equals a percentage of the cash value
then a partial withdrawal will decrease the face amount by any amount by which
the partial withdrawal plus the applicable surrender charge exceeds the
difference between the death benefit and the face amount. The face amount will
be decreased in the following order:

1.  The face amount at issue; and

2.  Any increases in the same order in which they were issued.

No partial withdrawal will be processed which will result in the face amount
being decreased below the minimum face amount shown on the certificate
specifications page.

We reserve the right to change the minimum amount or the number of times you may
make a partial withdrawal. Each partial withdrawal is subject to an
administrative charge equal to the lesser of $25.00 or 2% of the amount of the
partial withdrawal.

Surrender Charge

If the certificate is surrendered, a surrender charge will be applied:

1.  With respect to the initial face amount and the number of completed
    certificate years from the certificate date; and

2.  With respect to each increase in face amount and the number of completed
    years from the effective date of that increase.

The surrender charge amount for the initial face amount for the first
certificate year will be the lesser of:

1.  The Surrender Charge Factor multiplied by actual premiums paid during the
    first certificate year to meet our minimum premium requirements; or

2.  The Surrender Charge Factor multiplied by the guideline annual premium. The
    guideline annual premium is shown on the surrender charge schedule page.

This amount as calculated at the end of the first certificate year will be used
to determine the surrender charge for any decrease in the initial face amount or
full cash surrender of the initial face amount in subsequent years.


30403                                4.04
(4/88)
<PAGE>

The surrender charge amount for an increase in face amount during the twelve
certificate months following any increase will be the lesser of:

1.  The Surrender Charge Factor multiplied by the premiums that are allocated to
    that increase during the twelve certificate months following the increase;
    or

2.  The Surrender Charge Factor multiplied by the guideline annual premium for
    the increase. The guideline annual premium for the increase will be shown in
    the surrender charge schedule page for the increase.

This amount as calculated at the end of the first year following the effective
date of the increase will be used to determine the surrender charge for any
decrease in increased face amount or full cash surrender following the increase
in subsequent years.

The premium allocated to an increase for purposes of determining the surrender
charge will be based on the rules established by the Securities and Exchange
Commission and may include a part of the existing cash value.

The Surrender Charge Percentage for the initial face amount and any increase in
face amount is shown on the surrender charge schedule page for the respective
face amount. The Surrender Charge Percentage multiplied by the surrender charge
amount determines the appropriate surrender charge to be assessed.

The Surrender Charge Factor is shown on the surrender charge schedule page.

A surrender charge will apply to any decrease in face amount. A decrease in face
amount may decrease some of the initial face amount and some or all of any
increases in face amount as provided in Section 2. A partial withdrawal may
cause a decrease in face amount as provided above and, therefore, a surrender
charge may be taken. The amount of surrender charge applied because of a
decrease in face amount is defined on the surrender charge schedule page for the
face amount being decreased. The surrender charge for a decrease in face amount
is deducted from the cash value on the effective date of the decrease.

Postponement of Payments

We will usually pay any amounts payable on surrender, partial withdrawal or
certificate of Payments loan allocated to the Divisions of the Separate Account
within seven days after written notice is received. We will usually pay any
death benefit proceeds within seven days after we receive due proof of claim.
Payment of any amount payable on surrender, partial withdrawal, certificate loan
or death may be postponed whenever:

1.  The New York Stock Exchange or our home office are closed (other than
    customary weekend and holiday closing) 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 certificate owners; or

3.  An emergency exists as determined by the Securities and Exchange Commission,
    as a result of which disposal of securities is not reasonably practicable or
    it is not reasonably practicable to determine the value of the net assets of
    the Separate Account.

Transfers may also be postponed under the circumstances listed above.

Continuation of Insurance

If all premium payments cease, the insurance provided under this certificate,
including benefits provided by any rider attached to this certificate will
continue in accordance with the provisions of this certificate for as long as
the cash surrender value is sufficient to cover the monthly deductions. Any
remaining cash surrender value will be payable on the maturity date.

Basis of Computation

The minimum cash values and net single premiums, if any, are based on 1) 125
percent of the Commissioner's 1980 Standard Ordinary Mortality Table C age last
birthday; and 2) compound interest at 5% a year.

All values are at least equal to those required by any applicable law of the
state that governs your certificate. We have filed a detailed statement of the
method of calculating cash values and reserves with the insurance supervisory
official of that state.


30403                                4.05
(4/88)
<PAGE>

6.  PERSONS WITH AN INTEREST IN THE CERTIFICATE

Owner

The insured is the original owner of this certificate unless someone else is
shown as owner in the application. You, as owner, are entitled to all rights
provided by this certificate, prior to its maturity date. Ownership may be
changed in accordance with the Change of Owner or Beneficiary provision. After
the maturity date, you cannot change the payee nor the mode of payment, unless
otherwise provided in this certificate. Any person whose rights of ownership
depend upon some future event will not possess any present rights of ownership.
If there is more than one owner at a given time, all must exercise the rights of
ownership, If you should die, and you are not the insured, your interest will go
to your estate unless otherwise provided.

Beneficiary

The original beneficiary is shown in the application. You may change the
beneficiary in accordance with the Change of Owner or Beneficiary provision.
Unless otherwise stated, the beneficiary has no rights in this certificate
before the death of the insured. If there is more than one beneficiary at the
death of the insured, each will receive equal payments unless otherwise
provided. If no beneficiary is living at the death of the insured the proceeds
will be payable to you, if you are living, or to your estate.

Change of Owner or Beneficiary

During the insured's lifetime you may change the ownership and beneficiary
designations. You must make the change in written form satisfactory to us. If
acceptable to us it will take effect as of the time you signed the request,
whether or not the insured is living when we receive your request at our home
office. The change will be subject to any assignment of this certificate or
other legal restrictions. It will also be subject to any payment we made or
action we took before we received your written notice of the change. We have the
right to require the certificate for endorsement before we accept the change.

If you are also the beneficiary of the certificate at the time of the insured's
death, you may designate some other person to receive the proceeds of the
certificate within 60 days after the insured's death.

Assignments

We will not be bound by an assignment of the certificate or of any interest in
it unless:

1.  It is made as a written instrument,

2.  You file the original instrument or a certified copy with us at our home
    office, and

3.  We send you an acknowledged copy.

We are not responsible for the validity of any assignment. If a claim is based
on an assignment, we may require proof of interest of the claimant. A valid
assignment will take precedence over any claim of a beneficiary.

7.  GENERAL PROVISIONS

Entire Contract

We have issued this certificate in consideration of the application and payment
of premiums. The certificate, the application for it, and any application for an
increase in face amount constitute the entire contract. Any application is
attached and made a part of the certificate when the insurance applied for is
accepted. The certificate may be changed by mutual agreement. Any change must be
in writing and approved by our President, or Secretary. Our agents have no
authority to alter or modify any terms, conditions, or agreements of this
certificate, or to waive any of its provisions.

Conformity with Statutes

If any provision in this certificate is in conflict with the laws of the state
which govern this certificate, the provision will be deemed to be amended to
conform with such laws.


30604                                6.01
(4/88)

<PAGE>


Statements in Application

All statements made by the insured or on his or her behalf, or by the applicant,
will be deemed representations and not warranties, except in the case of fraud.
Material misstatements will not be used to void the certificate, or deny a claim
unless made in the application.

Claims of Creditors

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

Right to Examine Certificate

You have the right to request us to cancel this certificate and receive a
refund. The request must be made no later than:

- -  20 days after you received the certificate; or

- -  45 days after the date you signed the application.

The refund will equal the premiums paid into this certificate.

Right to Examine Increase in Face Amount

You have the right to request us to cancel an increase in face amount and
receive a refund. The request must be made no later than:

- -  20 days from the date you received the new certificate specifications page
   for the increase; or

- -  45 days after the date you signed the application for the increase.

The refund will equal the monthly deductions associated with that increase. If
you do request us to cancel the increase but do not request a refund, the
monthly deductions associated with that increase will be restored to the
certificate's cash value. This amount will be allocated to the Divisions of the
Separate Account in the same manner as it was deducted.

Conversion Rights

Once during the first two certificate years you have the right, upon written
request, to exchange this certificate for a life insurance policy that provides
for benefits that do not vary with the investment return of the Divisions of the
Separate Account. No evidence of insurability will be required. However, we will
require that this certificate be in force and that you repay any existing
indebtedness. At the time of the conversion, the new policy will have, at your
option, either the same death benefit or the same difference between death
benefit and cash value as this certificate. The new policy will also have the
same issue date and issue age as this certificate. The planned premiums for the
new policy will be based on our rates in effect for the same issue age and risk
class as the original certificate.

You also have the right once during the first two years following the effective
date of an increase in face amount to exchange the increased portion of this
certificate for a life insurance policy that provides for fixed benefits. The
provisions applicable to the conversion of the entire certificate described
above are also applicable to a conversion of an increase in face amount.

Eligibility Change Conversion Privilege

If an insured's eligibility under the Contract ends due to the termination of
the contract or termination of the employee's employment, your coverage, if
still in force, will convert automatically to an individual policy. Such
individual policy will provide benefits which are identical to those provided
under this certificate.

An amendment to convert the certificate to an individual policy will be mailed:

1.  Within 31 days after we receive written notification that the employee's
    employment ended; or after the termination of the contract; and

2.  Once any premium necessary to prevent the policy from lapsing is paid to us
    at our Home Office.

The planned premiums for this individual policy may be paid annually,
semiannually, quarterly, or at other intervals we may establish from time to
time. Additional premium payments may be made at any time subject to limitations
identical to those contained in this certificate.

30604                                6.02
(4/88)
<PAGE>

Misstatement of Age and Corrections

If there is a misstatement of age in the application, the amount of the death
benefit will be that which would be purchased by the most recent mortality
charge at the correct age.

If we make any payment or certificate changes in good faith, relying on our
records, or evidence supplied to us, our duty will be fully discharged. We
reserve the right to correct any errors in the certificate.

Incontestability

We cannot contest this certificate after it has been in force during the
lifetime of the insured for two years from its certificate date. We cannot
contest an increase in face amount with regard to material misstatements made
concerning such increase after it has been in force during the lifetime of the
insured for two years from its effective date. We cannot contest any
reinstatement of this certificate after it has been in force during the lifetime
of the insured for a period of two years from the date we approve the
reinstatement. This provision will not apply to any rider which contains its own
incontestability clause.

Suicide Exclusion

If the insured dies by suicide, while sane or insane, within two years from the
certificate date (or within the maximum period permitted by law of the state in
which this certificate was delivered, if less than two years), the amount
payable will be limited to the amount of premiums paid, less any outstanding
certificate loans with interest to the date of death, and less any partial
withdrawals.

If the insured, while sane or insane, commits suicide within two years after the
effective date of any increase in face amount, the death benefit for that
increase will be limited to the monthly deductions for the increase.

This provision does not apply if the Group Contract is issued to a Missouri
citizen, unless the insured intended suicide when this certificate or any
increase in face amount was applied for.

Annual Report

Each year a report will be sent to you which shows the current certificate
values, premiums paid and deductions made since the last report, and any
outstanding certificate loans.

Projection of Benefits and Values

You may make a written request to us for a projection of illustrative future
cash values and death benefits. This projection will be furnished to you for a
nominal fee.

8.  SEPARATE ACCOUNT PROVISIONS

Separate Account

The variable benefits under this certificate are provided through investments in
the Separate Account. This account is used for flexible premium variable life
insurance policies and, if permitted by law, may be used for other policies or
contracts as well.

We hold the assets of the Separate Account. These assets are held separately
from the Company's general assets. Income, gains and losses -- whether or not
realized -- from assets allocated to the Separate Account will be credited to
or charged against the account without regard to our other income, gains or
losses.

Assets held by the Separate Account will not be charged with liabilities that
arise from any other business we may conduct. We have the right to transfer to
the Company's general assets any assets of the Separate Account which are in
excess of the reserves and other policy liabilities of the 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. The
Separate Account is also subject to the laws of the State of Missouri, which
regulate the operations of insurance companies incorporated in Missouri. The
investment policy of the Separate Account will not be changed without the
approval of the Insurance Commissioner of the State of Missouri. The approval
process is on file with the Insurance Commissioner of the state in which the
contract was delivered.

30604                                6.03
(4/88)
<PAGE>

Divisions

The Separate Account has several Divisions which are shown on the certificate
specifications page. The Separate Account will buy shares in the Funds
identified on the certificate specifications page. Each Fund corresponds to a
different investment portfolio.

Income, gains and losses -- whether or not realized -- from the assets of each
Division of the Separate Account are credited to or charged against that
Division without regard to income, gains or losses in other Divisions of the
Separate Account.

We will value the assets of each Division of the Separate Account at the end of
each valuation period. A valuation period is the period between two successive
valuation dates, commencing at the close of trading (currently 4:00 p.m. New
York time) each valuation date and ending at the close of trading (currently
4:00 p.m. New York time) on the next succeeding valuation date. A valuation date
is each day that the New York Stock Exchange and our home office are open for
business or any other day that may be required by any applicable Securities and
Exchange Commission Rules and Regulations.

Transfers

You may transfer amounts among the Divisions of the Separate Account.

These transfers will be subject to the following conditions:

- -  We must receive a written request for transfer.

- -  Transfers from or among the Divisions of the Separate Account may be made at
   any time and must be at least $250.00 or the entire amount you have in a
   Division, if smaller.

We may modify the transfer privilege at any time, including the minimum amount
transferable, the frequency, and the transfer charge, if any.

Addition, Deletion or Substitution of Investments

We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares of a fund that are
held by the Separate Account or that the Separate Account may purchase. We
reserve the right to eliminate the shares of any of the Funds and to substitute
shares of another fund or of another registered open-end, investment company, if
the shares or funds are no longer available for investment or if in our
judgement, further investment in any fund should become inappropriate in view of
the purpose of the policy or contract. We will not substitute any shares
attributable to the owner's interest in a Division of the Separate Account
without notice to the owner and prior approval of the Securities and Exchange
Commission, to the extent required by the Investment Company Act of 1940. This
will not prevent the Separate Account from purchasing other securities for other
series or classes of policies, or from permitting conversion between series or
classes of policies or contracts on the basis of requests made by owners.

We reserve the right to establish additional Divisions of the Separate Account,
each of which would invest in a new fund or in shares of another open-end
investment company and to make such Divisions available to such class or series
of policies as we deem appropriate. Subject to any required regulatory approval,
we also reserve the right to eliminate or combine existing Divisions of the
Separate Account or to transfer assets between Divisions.

Subject to obtaining any necessary regulatory or owner approval, the Separate
Account may be operated as a management company under the Investment Company Act
of 1940; it may be deregistered under that Act in the event registration is no
longer required; it may be combined with other separate accounts; or its assets
may be transferred to other separate accounts.


30604                                6.04
(4/88)
<PAGE>

9.  PAYMENT OF BENEFITS

Payment

Payment will be made as provided on the face page.

If a beneficiary entitled to proceeds dies after the insured, and

1.  no settlement option elected by you is in effect, and
2.  the deceased beneficiary has not chosen an option or requested the proceeds
    in cash,

his or her proceeds will be paid as though he or she died before the insured.

Interest on Proceeds

We will pay interest on single sum proceeds from the date of the insured's death
to the date of payment. Interest will be at an annual rate determined by us, but
never less than the Guaranteed Settlement Option rate.

Election of Settlement Options

Prior to the maturity of the certificate, you may choose a settlement option.
Upon the death of the insured, the proceeds will be placed under the settlement
option chosen. You may change or revoke an option during the lifetime of the
insured. After the maturity of the certificate, a person entitled to receive
payment in one sum may choose an option for his or her benefit, if you have not
already done so. With our consent, an option may be chosen for the benefit of
another payee.

For you to choose an option, we must receive your written request at our home
office prior to the insured's death. If the request is satisfactory to us, we
will issue a written agreement showing the option you elected. The effective
date of the election will be the date of the request, the certificate date, or
the date the person who is making the election signed the agreement, whichever
is the latest.

The Settlement Options are described below.

Settlement Options

(See Settlement Option Tables at the end of this section.) Upon the maturity of
the certificate or upon death of the insured, the proceeds may be placed under
any of the following options:

Option A. Life Income.

We will pay equal monthly installments as long as the payee lives.

Option B. Life Income for Two Lives.

We will pay monthly installments jointly to two named payees if both are living
when the installments become payable. One payee will be designated as primary
payee. Full installments will continue so long as the primary payee is living.
If the primary payee dies after installments begin, full installments or
installments of 1/2 or 2/3, (whichever you elected when applying for this
option) will continue to the other payee during his or her lifetime.

Option C. Income for Specified Number of Years and Life Thereafter.

We will pay monthly installments beginning on the effective date of the option
and continuing for 5, 10, 15 or 20 years certain, as may be chosen, and after
that, during the payee's lifetime.

Option D. Life Income With Cash Refund.

We will pay monthly installments as long as the payee lives. If the payee dies
before the total amounts paid equal the proceeds applied, we pay the difference
in one sum.

Option E. Installments of a Specified Amount.

We will pay installments at dates and in amounts chosen by the owner at the time
of option request with our approval. We will continue to make payments until all
of the proceeds, with interest, are paid. The final payment will not exceed the
unpaid balance.

Option F. Income for Specified Number of Years.

We will pay monthly installments beginning on the effective date of the option
and continuing for a specified number of years, not to exceed 30 years.

00715                                7.01
(4/88)
<PAGE>

Option G. Interest.

We will hold the proceeds on deposit during the payee's lifetime or for any
other period selected with our approval. Interest may be accumulated or received
in monthly, quarterly, semiannual, or annual payments, as may be chosen.
Interest begins to accrue as of the effective date of the option.

Payee

A person who receives benefits under an option is a payee. Except for a legal
guardian, a payee must be a natural person receiving benefits in his or her own
right. With our consent, the payee may be a trustee, assignee, corporation, or
partnership.

Guaranteed Settlement Option Interest Rate

We use a guaranteed effective annual rate of 4% in computing payments under all
options. We may pay interest in excess of this amount.

Minimum Amounts (for each payee)

The minimum amount that can be placed under an option and the minimum amount of
any payments under an option will be based on our rules at the time the option
is to become effective. The required minimum amount to be placed under an option
will never be more than $5,000, nor shall the minimum amount of any payment be
set at more than $50 per month.

Life Income Options

Life Income Options are based on the payee's age nearest birthday on the
settlement option effective date. We have the right to require satisfactory
proof of age. f the age has been incorrectly stated, the proper adjustment in
payments will be made. We may also require proof that the payee is living on any
payment due date.

Death of Payee

If a payee dies, any amount still payable under an option will be paid as it
becomes due surviving or next succeeding payee. If no designated payee survives,
any amount payable in one sum, or the commuted value of any unpaid installments,
will be paid in one sum to the estate of the last payee to die.

First Payment

We will make the first payment under an option other than Option G as of the
option effective date. We will pay interest under Option G at the end of each
period selected for payment.

Rights Under Settlement Options

No payee has the right to make any change in the provisions of the settlement
option agreement or to receive the proceeds in any manner other than that stated
in the settlement option agreement, unless such right was reserved in the
settlement option agreement. The right may be reserved to the payee to withdraw
all or part of any amount held under Options G and E, including any interest, or
the commuted value of any unpaid installments under Option F. We will not make
any payments in advance, nor commute installments under any life income option.
Under a partial withdrawal right, the number of withdrawals allowed per year and
the minimum amount of each withdrawal shall be determined by our rules in effect
at the time of the request for a partial withdrawal, unless otherwise specified
in the agreement.

Basis of Commutation

Commutation of installments will be at the effective annual rate of 4%
compounded annually.

00715                                7.02
(4/88)
<PAGE>

Contingent Payee

The payee may name contingent payees, subject to any restrictions under a
settlement option chosen during the insured's lifetime, under the following
conditions:

1.  If you are the payee; or

2.  If the payee has the right to withdraw the entire amount under the option,
    even though contingent payees may have been previously named; or

3.  If at any time after the insured's death and during the option period no
    previously named contingent payee is living.

Designations made by the payee under these provisions may be changed by the
payee. Such changes must be made by written request satisfactory to us. Changes
will only take effect when we accept them in writing at our home office. At that
time, the contingent interest of any other person is terminated as of the date
the payee signed the request, whether or not the payee is living when we receive
the request.

Extended Provisions

Provisions for settlement of proceeds different from those stated in t his
certificate may only be made upon written agreement with us.

Company  Liability

We will be fully discharged by any payment we make when a written request for an
election, change, or revocation is made and is received in our home office.

00715                                7.03
(4/88)
<PAGE>



                           SETTLEMENT OPTION TABLES

                                FOR EACH $1,000
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                                 OPTION A-LIFE INCOME
- ----------------------------------------------------------------------------------------------------------------------
AGE OF PAYEE      MONTHLY      AGE OF PAYEE     MONTHLY      AGE OF PAYEE     MONTHLY      AGE OF PAYEE     MONTHLY
                INSTALLMENTS                  INSTALLMENTS                  INSTALLMENTS                  INSTALLMENTS
- ----------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>            <C>            <C>            <C>            <C>            <C>
    15             $3.58            35           $3.99            55           $5.08            75           $ 8.30
    16              3.59            36            4.02            56            5.17            76             8.60
    17              3.61            37            4.05            57            5.27            77             8.93
    18              3.62            38            4.09            58            5.36            78             9.28
    19              3.63            39            4.13            59            5.46            79             9.67
- ----------------------------------------------------------------------------------------------------------------------
    20              3.65            40            4.16            60            5.57            80            10.08
    21              3.67            41            4.21            61            5.68            81            10.53
    22              3.68            42            4.25            62            5.80            82            11.02
    23              3.70            43            4.30            63            5.93            83            11.54
    24              3.72            44            4.35            64            6.06            84            12.11
- ----------------------------------------------------------------------------------------------------------------------
    25              3.74            45            4.40            65            6.20          85 AND          12.73
    26              3.76            46            4.45            66            6.35           OVER
    27              3.78            47            4.51            67            6.51
    28              3.80            48            4.57            68            6.69
    29              3.82            49            4.63            69            6.87
- -----------------------------------------------------------------------------------------------------------------------
    30              3.85            50            4.70            70            7.07
    31              3.87            51            4.77            71            7.28
    32              3.90            52            4.84            72            7.51
    33              3.93            53            4.92            73            7.75
    34              3.95            54            5.00            74            8.01
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                  OPTION B-MONTHLY INSTALLMENTS-JOINT AND ONE-HALF TO SECONDARY PAYEE
- -------------------------------------------------------------------------------------------------------
AGE OF PRIMARY                                  AGE OF SECONDARY PAYEE**
   PAYEE**
- -------------------------------------------------------------------------------------------------------
                   45      46      47      48      49      50      51      52      53      54      55
- -------------------------------------------------------------------------------------------------------
<S>              <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
    55           $4.64   $4.66   $4.68   $4.70   $4.72   $4.74   $4.75   $4.77   $4.78   $4.79   $4.80
    56            4.68    4.71    4.73    4.75    4.77    4.79    4.81    4.83    4.84    4.85    4.87
    57            4.73    4.75    4.78    4.80    4.82    4.84    4.87    4.88    4.90    4.92    4.93
    58            4.77    4.80    4.82    4.85    4.87    4.90    4.92    4.94    4.96    4.98    5.00
    59            4.81    4.84    4.87    4.90    4.93    4.95    4.98    5.00    5.02    5.05    5.07
- -------------------------------------------------------------------------------------------------------
    60            4.86    4.89    4.92    4.95    4.98    5.01    5.04    5.06    5.09    5.11    5.13
    61            4.90    4.94    4.97    5.00    5.03    5.06    5.09    5.12    5.15    5.18    5.20
    62            4.95    4.98    5.02    5.05    5.09    5.12    5.15    5.18    5.21    5.24    5.27
    63            5.00    5.03    5.07    5.11    5.14    5.18    5.21    5.24    5.28    5.31    5.34
    64            5.05    5.09    5.12    5.16    5.20    5.23    5.27    5.31    5.34    5.38    5.41
- -------------------------------------------------------------------------------------------------------
    65            5.10    5.14    5.18    5.21    5.25    5.29    5.33    5.37    5.41    5.45    5.48
    66            5.15    5.19    5.23    5.27    5.31    5.35    5.40    5.44    5.48    5.52    5.56
    67            5.21    5.25    5.29    5.33    5.37    5.42    5.46    5.50    5.55    5.59    5.63
    68            5.27    5.31    5.35    5.39    5.44    5.48    5.53    5.57    5.62    5.67    5.71
    69            5.33    5.37    5.41    5.46    5.50    5.55    5.60    5.65    5.69    5.74    5.79
- -------------------------------------------------------------------------------------------------------
    70            5.39    5.43    5.48    5.52    5.57    5.62    5.67    5.72    5.77    5.82    5.87
    71            5.45    5.50    5.55    5.59    5.64    5.69    5.74    5.80    5.85    5.90    5.96
    72            5.52    5.57    5.62    5.67    5.72    5.77    5.82    5.87    5.93    5.99    6.04
    73            5.59    5.64    5.69    5.74    5.79    5.85    5.90    5.96    6.01    6.07    6.13
    74            5.66    5.71    5.76    5.82    5.87    5.92    5.98    6.04    6.10    6.16    6.22
- -------------------------------------------------------------------------------------------------------
    75            5.74    5.79    5.84    5.89    5.95    6.01    6.07    6.13    6.19    6.25    6.32
    76            5.81    5.86    5.92    5.97    6.03    6.09    6.15    6.22    6.28    6.35    6.41
    77            5.89    5.94    6.00    6.06    6.12    6.18    6.24    6.31    6.37    6.44    6.51
    78            5.97    6.03    6.08    6.14    6.20    6.27    6.33    6.40    6.47    6.54    6.61
    79            6.05    6.11    6.17    6.23    6.29    6.36    6.43    6.50    6.57    6.64    6.72
- -------------------------------------------------------------------------------------------------------
    80            6.14    6.20    6.26    6.32    6.39    6.45    6.52    6.60    6.67    6.75    6.82
- -------------------------------------------------------------------------------------------------------


                   56      57      58      59      60      61      62      63      64      65
- -----------------------------------------------------------------------------------------------
    <C>          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
    55           $4.81   $4.82   $4.83   $4.83   $4.84   $4.85   $4.85   $4.86   $4.86   $4.87
    56            4.88    4.89    4.90    4.90    4.91    4.92    4.93    4.93    4.94    4.94
    57            4.95    4.96    4.97    4.98    4.99    5.00    5.00    5.01    5.02    5.02
    58            5.01    5.03    5.04    5.05    5.06    5.07    5.08    5.09    5.10    5.11
    59            5.08    5.10    5.12    5.13    5.14    5.15    5.17    5.18    5.18    5.19
- -----------------------------------------------------------------------------------------------
    60            5.15    5.17    5.19    5.21    5.22    5.24    5.25    5.26    5.27    5.28
    61            5.23    5.25    5.27    5.29    5.31    5.32    5.34    5.35    5.36    5.38
    62            5.30    5.32    5,35    5.37    5.39    5.41    5.43    5.44    5.46    5.47
    63            5.37    5.40    5.43    5.45    5.48    5.50    5.52    5.54    5.55    5.57
    64            5.45    5.48    5.51    5.54    5.56    5.59    5.61    5.63    5.65    5.67
- -----------------------------------------------------------------------------------------------
    65            5.52    5.56    5.59    5.62    5.65    5.68    5.71    5.73    5.76    5.78
    66            5.60    5.64    5.67    5.71    5.74    5.78    5.81    5.84    5.86    5.89
    67            5.68    5.72    5.76    5.80    5.84    5.87    5.91    5.94    5.97    6.00
    68            5.76    5.80    5.85    5.89    5.93    5.97    6.01    6.05    6.08    6.12
    69            5.84    5.89    5.94    5.98    6.03    6.07    6.12    6.16    6.20    6.24
- -----------------------------------------------------------------------------------------------
    70            5.92    5.98    6.03    6.08    6.13    6.18    6.23    6.27    6.32    6.36
    71            6.01    6.07    6.12    6.18    6.23    6.28    6.34    6.39    6.44    6.49
    72            6.10    6.16    6.22    6.28    6.33    6.39    6.45    6.51    6.56    6.62
    73            6.19    6.25    6.32    6.38    6.44    6.50    6.57    6.63    6.69    6.75
    74            6.29    6.35    6.42    6.48    6.55    6.62    6.68    6.75    6.82    6.89
- -----------------------------------------------------------------------------------------------
    75            6.38    6.45    6.52    6.59    6.66    6.73    6.81    6.88    6.95    7.02
    76            6.48    6.55    6.63    6.70    6.77    6.85    6.93    7.01    7.08    7.17
    77            6.58    6.66    6.73    6.81    6.89    6.97    7.05    7.14    7.22    7.31
    78            6.69    6.77    6.85    6.93    7.01    7.10    7.18    7.27    7.36    7.46
    79            6.80    6.88    6.96    7.04    7.13    7.22    7.32    7.41    7.51    7.61
- -----------------------------------------------------------------------------------------------
    80            6.91    6.99    7.08    7.17    7.26    7.35    7.45    7.55    7.65    7.76
- -----------------------------------------------------------------------------------------------
</TABLE>
**FOR ADDITIONAL AGE COMBINATIONS, THE PROPER RATES WILL BE PROVIDED UPON
  REQUEST TO THE HOME OFFICE.


00715                                 7.04
(4/88)

<PAGE>

                      SETTLEMENT  OPTION  TABLES-CONTINUED
<TABLE>
<CAPTION>
                               FOR EACH $1,000
- -------------------------------------------------------------------------------------------------------------------------------
                               OPTION B-MONTHLY INSTALLMENTS-JOINT AND TWO-THIRDS TO SECONDARY PAYEE
- -------------------------------------------------------------------------------------------------------------------------------
AGE OF PRIMARY
   PAYEE **                                                  AGE  OF  SECONDARY  PAYEE **
- -------------------------------------------------------------------------------------------------------------------------------
                 45     46     47     48     49     50     51     52     53     54     55     56     57     58     59     60
- -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
     55        $4.51  $4.54  $4.56  $4.59  $4.61  $4.63  $4.65  $4.67  $4.69  $4.70  $4.71  $4.73  $4.74  $4.75  $4.75  $4.76
     56         4.54   4.57   4.60   4.63   4.65   4.68   4.70   4.72   4.74   4.76   4.77   4.79   4.80   4.81   4.82   4.83
     57         4.57   4.60   4.63   4.66   4.69   4.72   4.74   4.77   4.79   4.81   4.83   4.85   4.86   4.88   4.89   4.90
     58         4.60   4.63   4.67   4.70   4.73   4.76   4.79   4.82   4.84   4.87   4.89   4.91   4.93   4.94   4.96   4.97
     59         4.63   4.67   4.70   4.74   4.77   4.80   4.83   4.86   4.89   4.92   4.94   4.97   4.99   5.01   5.03   5.04
- -------------------------------------------------------------------------------------------------------------------------------
     60         4.66   4.70   4.74   4.77   4.81   4.84   4.88   4.91   4.94   4.97   5.00   5.03   5.05   5.08   5.10   5.12
     61         4.69   4.73   4.77   4.81   4.85   4.88   4.92   4.96   4.99   5.03   5.06   5.09   5.12   5.14   5.17   5.19
     62         4.72   4.76   4.80   4.84   4.88   4.93   4.97   5.00   5.04   5.08   5.11   5.15   5.18   5.21   5.24   5.26
     63         4.75   4.79   4.84   4.88   4.92   4.97   5.01   5.05   5.09   5.13   5.17   5.21   5.24   5.28   5.31   5.34
     64         4.78   4.83   4.87   4.92   4.96   5.01   5.05   5.10   5.14   5.18   5.23   5.27   5.31   5.34   5.38   5.41
- -------------------------------------------------------------------------------------------------------------------------------
     65         4.81   4.86   4.91   4.95   5.00   5.05   5.09   5.14   5.19   5.23   5.28   5.33   5.37   5.41   5.45   5.49
     66         4.85   4.89   4.94   4.99   5.04   5.09   5.14   5.19   5.24   5.29   5.34   5.38   5.43   5.48   5.52   5.56
     67         4.88   4.93   4.98   5.03   5.08   5.13   5.18   5.23   5.29   5.34   5.39   5.44   5.49   5.54   5.59   5.64
     68         4.92   4.97   5.02   5.07   5.12   5.17   5.23   5.28   5.34   5.39   5.45   5.50   5.56   5.61   5.66   5.72
     69         4.96   5.00   5.06   5.11   5.16   5.22   5.27   5.33   5.39   5.44   5.50   5.56   5.62   5.68   5.74   5.79
- -------------------------------------------------------------------------------------------------------------------------------
     70         4.99   5.04   5.10   5.15   5.20   5.26   5.32   5.38   5.44   5.50   5.56   5.62   5.68   5.74   5.81   5.87
     71         5.03   5.08   5.14   5.19   5.25   5.31   5.37   5.43   5.49   5.55   5.62   5.68   5.75   5.81   5.88   5.94
     72         5.07   5.13   5.18   5.24   5.29   5.35   5.42   5.48   5.54   5.61   5.67   5.74   5.81   5.88   5.95   6.02
     73         5.11   5.17   5.22   5.28   5.34   5.40   5.47   5.53   5.60   5.66   5.73   5.80   5.87   5.95   6.02   6.10
     74         5.16   5.21   5.27   5.33   5.39   5.45   5.52   5.58   5.65   5.72   5.79   5.86   5.94   6.02   6.09   6.17
- -------------------------------------------------------------------------------------------------------------------------------
     75         5.20   5.26   5.31   5.37   5.44   5.50   5.57   5.64   5.71   5.78   5.85   5.93   6.01   6.08   6.17   6.25
     76         5.24   5.30   5.36   5.42   5.49   5.55   5.62   5.69   5.76   5.84   5.91   5.99   6.07   6.15   6.24   6.33
     77         5.29   5.35   5.41   5.47   5.54   5.60   5.67   5.74   5.82   5.89   5.97   6.05   6.14   6.22   6.31   6.40
     78         5.34   5.40   5.46   5.52   5.59   5.66   5.73   5.80   5.88   5.95   6.03   6.12   6.20   6.29   6.39   6.48
     79         5.38   5.44   5.51   5.57   5.64   5.71   5.78   5.86   5.93   6.01   6.10   6.18   6.27   6.36   6.46   6.56
- -------------------------------------------------------------------------------------------------------------------------------
     80         5.43   5.49   5.56   5.62   5.69   5.76   5.84   5.91   5.99   6.08   6.16   6.25   6.34   6.44   6.53   6.64
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
AGE OF PRIMARY
   PAYEE **
- ----------------------------------------------------
                   61     62     63     64     65
- ----------------------------------------------------
<S>              <C>    <C>    <C>    <C>    <C>
     55          $4.77  $4.78  $4.78  $4.79  $4.80
     56           4.84   4.85   4.86   4.86   4.87
     57           4.91   4.92   4.93   4.94   4.95
     58           4.98   5.00   5.01   5.02   5.03
     59           5.06   5.07   5.09   5.10   5.11
- ----------------------------------------------------
     60           5.13   5.15   5.17   5.18   5.19
     61           5.21   5.23   5.25   5.26   5.28
     62           5.29   5.31   5.33   5.35   5.37
     63           5.37   5.39   5.42   5.44   5.46
     64           5.45   5.48   5.50   5.53   5.55
- ----------------------------------------------------
     65           5.53   5.56   5.59   5.62   5.65
     66           5.61   5.64   5.68   5.72   5.75
     67           5.69   5.73   5.77   5.81   5.85
     68           5.77   5.82   5.86   5.91   5.95
     69           5.85   5.90   5.95   6.00   6.05
- ----------------------------------------------------
     70           5.93   5.99   6.05   6.10   6.16
     71           6.01   6.07   6.14   6.20   6.26
     72           6.09   6.16   6.23   6.30   6.37
     73           6.17   6.25   6.32   6.40   6.47
     74           6.25   6.33   6.42   6.50   6.58
- ----------------------------------------------------
     75           6.33   6.42   6.51   6.60   6.68
     76           6.42   6.51   6.60   6.69   6.79
     77           6.50   6.59   6.69   6.79   6.89
     78           6.58   6.68   6.78   6.89   7.00
     79           6.66   6.77   6.88   6.99   7.10
- ----------------------------------------------------
     80           6.74   6.85   6.97   7.09   7.21
- ----------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

       OPTION B-MONTHLY INSTALLMENTS-JOINT AND EQUAL TO SECONDARY PAYEE
- -----------------------------------------------------------------------------------------------------------------------
AGE OF PRIMARY
   PAYEE **                          AGE OF SECONDARY PAYEE **
- -----------------------------------------------------------------------------------------------------------------------
                50     51     52     53     54     55     56     57     58     59     60     61     62     63     64
- -----------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
     50        $4.27  $4.28  $4.29  $4.30  $4.30  $4.31  $4.31  $4.32  $4.32  $4.33  $4.33  $4.33  $4.34  $4.34  $4.35
     51         4.28   4.32   4.33   4.34   4.35   4.36   4.36   4.37   4.37   4.38   4.38   4.39   4.40   4.40   4.41
     52         4.29   4.33   4.37   4.38   4.39   4.40   4.41   4.42   4.43   4.43   4.44   4.45   4.45   4.46   4.47
     53         4.30   4.34   4.38   4.43   4.44   4.45   4.46   4.47   4.48   4.49   4.50   4.51   4.51   4.52   4.53
     54         4.30   4.35   4.39   4.44   4.49   4.50   4.51   4.53   4.54   4.55   4.56   4.57   4.57   4.58   4.59
- -----------------------------------------------------------------------------------------------------------------------
     55         4.31   4.36   4.40   4.45   4.50   4.55   4.56   4.58   4.59   4.60   4.62   4.63   4.64   4.65   4.66
     56         4.31   4.36   4.41   4.46   4.51   4.56   4.61   4.63   4.65   4.66   4.68   4.69   4.70   4.71   4.72
     57         4.32   4.37   4.42   4.47   4.53   4.58   4.63   4.68   4.70   4.72   4.74   4.75   4.77   4.78   4.79
     58         4.32   4.37   4.43   4.48   4.54   4.59   4.65   4.70   4.76   4.78   4.80   4.81   4.83   4.85   4.86
     59         4.33   4.38   4.43   4.49   4.55   4.60   4.66   4.72   4.78   4.83   4.86   4.88   4.90   4.92   4.93
- -----------------------------------------------------------------------------------------------------------------------
     60         4.33   4.38   4.44   4.50   4.56   4.62   4.68   4.74   4.80   4.86   4.92   4.94   4.96   4.98   5.00
     61         4.33   4.39   4.45   4.51   4.57   4.63   4.69   4.75   4.81   4.88   4.94   5.00   5.03   5.05   5.08
     62         4.34   4.40   4.45   4.51   4.57   4.64   4.70   4.77   4.83   4.90   4.96   5.03   5.10   5.12   5.15
     63         4.34   4.40   4.46   4.52   4.58   4.65   4.71   4.78   4.85   4.92   4.98   5.05   5.12   5.19   5.22
     64         4.35   4.41   4.47   4.53   4.59   4.66   4.72   4.79   4.86   4.93   5.00   5.08   5.15   5.22   5.30
- -----------------------------------------------------------------------------------------------------------------------
     65         4.35   4.41   4.47   4.53   4.60   4.67   4.73   4.80   4.88   4.95   5.02   5.10   5.18   5.25   5.33
     66         4.36   4.42   4.48   4.54   4.61   4.67   4.74   4.81   4.89   4.96   5.04   5.12   5.20   5.28   5.36
     67         4.37   4.42   4.49   4.55   4.62   4.68   4.75   4.83   4.90   4.98   5.06   5.14   5.22   5.31   5.39
     68         4.37   4.43   4.49   4.56   4.62   4.69   4.76   4.84   4.91   4.99   5.07   5.16   5.24   5.33   5.42
     69         4.38   4.44   4.50   4.56   4.63   4.70   4.77   4.85   4.92   5.00   5.09   5.17   5.26   5.35   5.44
- -----------------------------------------------------------------------------------------------------------------------
     70         4.38   4.44   4.51   4.57   4.64   4.71   4.78   4.86   4.93   5.02   5.10   5.19   5.28   5.37   5.47
     71         4.39   4.45   4.51   4.58   4.65   4.72   4.79   4.87   4.94   5.03   5.11   5.20   5.29   5.39   5.49
     72         4.39   4.45   4.52   4.58   4.65   4.72   4.80   4.87   4.95   5.04   5.12   5.21   5.31   5.40   5.51
     73         4.40   4.46   4.52   4.59   4.66   4.73   4.81   4.88   4.96   5.05   5.14   5.23   5.32   5.42   5.52
     74         4.41   4.47   4.53   4.60   4.67   4.74   4.81   4.89   4.97   5.06   5.15   5.24   5.34   5.44   5.54
- -----------------------------------------------------------------------------------------------------------------------
     75         4.41   4.47   4.54   4.60   4.67   4.75   4.82   4.90   4.98   5.07   5.16   5.25   5.35   5.45   5.56
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
       OPTION B-MONTHLY INSTALLMENTS-JOINT AND EQUAL TO SECONDARY PAYEE
- ---------------------------------------------------------
AGE OF PRIMARY
   PAYEE **
- ---------------------------------------------------------
                65     66     67     68     69     70
- ---------------------------------------------------------
<S>            <C>    <C>    <C>    <C>    <C>    <C>
     50        $4.35  $4.36  $4.37  $4.37  $4.38  $4.38
     51         4.41   4.42   4.42   4.43   4.44   4.44
     52         4.47   4.48   4.49   4.49   4.50   4.51
     53         4.53   4.54   4.55   4.56   4.56   4.57
     54         4.60   4.61   4.62   4.62   4.63   4.64
- ---------------------------------------------------------
     55         4.67   4.67   4.68   4.69   4.70   4.71
     56         4.73   4.74   4.75   4.76   4.77   4.78
     57         4.80   4.81   4.83   4.84   4.85   4.86
     58         4.88   4.89   4.90   4.91   4.92   4.93
     59         4.95   4.96   4.98   4.99   5.00   5.02
- ---------------------------------------------------------
     60         5.02   5.04   5.06   5.07   5.09   5.10
     61         5.10   5.12   5.14   5.16   5.17   5.19
     62         5.18   5.20   5.22   5.24   5.26   5.28
     63         5.25   5.28   5.31   5.33   5.35   5.37
     64         5.33   5.36   5.39   5.42   5.44   5.47
- ---------------------------------------------------------
     65         5.41   5.45   5.48   5.51   5.54   5.56
     66         5.45   5.53   5.57   5.60   5.64   5.67
     67         5.48   5.57   5.66   5.70   5.73   5.77
     68         5.51   5.60   5.70   5.79   5.83   5.87
     69         5.54   5.64   5.73   5.83   5.94   5.98
- ---------------------------------------------------------
     70         5.56   5.67   5.77   5.87   5.98   6.09
     71         5.59   5.69   5.80   5.91   6.03   6.14
     72         5.61   5.72   5.83   5.95   6.07   6.19
     73         5.63   5.74   5.86   5.98   6.10   6.23
     74         5.65   5.77   5.88   6.01   6.14   6.27
- ---------------------------------------------------------
     75         5.67   5.79   5.91   6.04   6.17   6.31
- ---------------------------------------------------------
</TABLE>

** FOR ADDITIONAL AGE COMBINATIONS, THE PROPER RATES WILL BE PROVIDED UPON
   REQUEST TO THE HOME OFFICE.

00715                                 7.05
(4/88)

<PAGE>

                      SETTLEMENT OPTION TABLES-CONTINUED

                                FOR EACH $1,000

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                  OPTION  C-MONTHLY INSTALLMENTS  CERTAIN  AND  LIFE  THEREAFTER
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>    <C>    <C>    <C>        <C>    <C>    <C>    <C>    <C>           <C>    <C>    <C>    <C>    <C>
                           MONTHLY INSTALLMENTS                  MONTHLY  INSTALLMENTS                   MONTHLY  INSTALLMENTS
       AGE OF PAYEE    --------------------------  AGE OF PAYEE -----------------------  AGE OF PAYEE ---------------------------
                         NUMBER OF YEARS CERTAIN                NUMBER OF YEARS CERTAIN                NUMBER  OF  YEARS  CERTAIN
- ------------------------------------------------------------------------------------------------------------------------------------
                         5      10     15     20                5      10     15     20                   5      10     15     20
- ------------------------------------------------------------------------------------------------------------------------------------
           15          $3.58  $3.58  $3.58  $3.57      40     $4.16  $4.15  $4.14  $4.11        65      $6.14  $5.96  $5.69  $5.36
           16           3.59   3.59   3.59   3.58      41      4.20   4.19   4.18   4.15        66       6.28   6.08   5.78   5.42
           17           3.61   3.60   3.60   3.60      42      4.25   4.24   4.22   4.18        67       6.43   6.21   5.87   5.48
           18           3.62   3.62   3.61   3.61      43      4.29   4.28   4.26   4.22        68       6.59   6.34   5.97   5.53
           19           3.63   3.63   3.63   3.62      44      4.34   4.33   4.30   4.26        69       6.77   6.48   6.06   5.58
- ------------------------------------------------------------------------------------------------------------------------------------
           20           3.65   3.65   3.64   3.64      45      4.39   4.38   4.35   4.30        70       6.95   6.62   6.16   5.64
           21           3.66   3.66   3.66   3.65      46      4.45   4.43   4.40   4.34        71       7.14   6.77   6.25   5.69
           22           3.68   3.68   3.68   3.67      47      4.50   4.48   4.44   4.39        72       7.35   6.93   6.35   5.73
           23           3.70   3.70   3.69   3.69      48      4.56   4.54   4.50   4.43        73       7.57   7.09   6.44   5.77
           24           3.72   3.71   3.71   3.70      49      4.63   4.60   4.55   4.48        74       7.81   7.26   6.54   5.81
- ------------------------------------------------------------------------------------------------------------------------------------
           25           3.74   3.73   3.73   3.72      50      4.69   4.66   4.60   4.53        75       8.05   7.43   6.63   5.85
           26           3.76   3.75   3.75   3.74      51      4.76   4.72   4.66   4.57        76       8.32   7.60   6.72   5.88
           27           3.78   3.77   3.77   3.76      52      4.83   4.79   4.72   4.62        77       8.60   7.78   6.80   5.91
           28           3.80   3.79   3.79   3.78      53      4.91   4.86   4.78   4.67        78       8.90   7.96   6.88   5.93
           29           3.82   3.82   3.81   3.80      54      4.98   4.93   4.84   4.73        79       9.21   8.14   6.95   5.95
- ------------------------------------------------------------------------------------------------------------------------------------
           30           3.84   3.84   3.84   3.83      55      5.07   5.01   4.91   4.78        80       9.55   8.32   7.02   5.96
           31           3.87   3.87   3.86   3.85      56      5.15   5.08   4.98   4.84        81       9.90   8.50   7.08   5.98
           32           3.90   3.89   3.89   3.88      57      5.24   5.17   5.05   4.89        82      10.27   8.67   7.13   5.98
           33           3.92   3.92   3.91   3.90      58      5.33   5.25   5.12   4.95        83      10.66   8.84   7.18   5.99
           34           3.95   3.95   3.94   3.93      59      5.43   5.34   5.19   5.01        84      11.06   9.01   7.22   5.99
- ------------------------------------------------------------------------------------------------------------------------------------
           35           3.98   3.98   3.97   3.96      60      5.54   5.43   5.27   5.06       85 &     11.48   9.16   7.25   6.00
           36           4.02   4.01   4.00   3.98      61      5.64   5.53   5.35   5.12       OVER
           37           4.05   4.04   4.03   4.02      62      5.76   5.63   5.43   5.18
           38           4.09   4.08   4.07   4.05      63      5.88   5.73   5.51   5.24
           39           4.12   4.12   4.10   4.08      64      6.00   5.84   5.60   5.30
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------        --------------------------------
                                                                                                                  OPTION  F
                    OPTION  D-MONTHLY  INSTALLMENTS-CASH  REFUND                                                INSTALLMENTS
                                                                                                                   CERTAIN
- --------------------------------------------------------------------------------------------        --------------------------------
AGE OF PAYEE      MONTHLY       AGE OF PAYEE      MONTHLY       AGE OF PAYEE      MONTHLY              YEARS            MONTHLY
                INSTALLMENTS                    INSTALLMENTS                    INSTALLMENTS          CERTAIN         INSTALLMENTS
- --------------------------------------------------------------------------------------------        --------------------------------
<S>             <C>             <C>             <C>             <C>             <C>                   <C>             <C>
     15            $3.57             45            $4.28             75            $6.71                   1            $84.83
     16             3.58             46             4.32             76             6.85                   2             43.25
     17             3.59             47             4.36             77             7.02                   3             29.39
     18             3.60             48             4.40             78             7.17                   4             22.47
     19             3.62             49             4.45             79             7.34                   5             18.32
- --------------------------------------------------------------------------------------------        --------------------------------
     20             3.63             50             4.50             80             7.51                   6             15.56
     21             3.65             51             4.55             81             7.70                   7             13.59
     22             3.66             52             4.60             82             7.87                   8             12.11
     23             3.68             53             4.65             83             8.06                   9             10.97
     24             3.69             54             4.71             84             8.25                  10             10.06
- --------------------------------------------------------------------------------------------        --------------------------------
     25             3.71             55             4.77            85 &            8.46                  11              9.31
     26             3.73             56             4.84            OVER                                  12              8.69
     27             3.75             57             4.89                                                  13              8.17
     28             3.77             58             4.96                                                  14              7.72
     29             3.79             59             5.03                                                  15              7.34
- --------------------------------------------------------------------------------------------        --------------------------------
     30             3.81             60             5.10                                                  16              7.00
     31             3.84             61             5.18                                                  17              6.70
     32             3.86             62             5.26                                                  18              6.44
     33             3.89             63             5.34                                                  19              6.21
     34             3.91             64             5.43                                                  20              6.00
- --------------------------------------------------------------------------------------------        --------------------------------
     35             3.94             65             5.52                                                  21              5.81
     36             3.97             66             5.62                                                  22              5.64
     37             4.00             67             5.72                                                  23              5.49
     38             4.03             68             5.82                                                  24              5.35
     39             4.06             69             5.93                                                  25              5.22
- --------------------------------------------------------------------------------------------        --------------------------------
     40             4.09             70             6.05                                                  26              5.10
     41             4.12             71             6.17                                                  27              4.99
     42             4.16             72             6.30                                                  28              4.89
     43             4.20             73             6.43                                                  29              4.80
     44             4.24             74             6.57                                                  30              4.72
- --------------------------------------------------------------------------------------------        --------------------------------
</TABLE>

00715                                7.06
(4/88)

<PAGE>

                        ACCIDENTAL DEATH BENEFIT RIDER

If we have approved this rider as a part of this certificate and the rider
premium has been paid, this rider will become a part of the certificate. This
rider is subject to all applicable terms and provisions of the certificate. The
certificate specifications page or, if this rider is added after issue, the
request for policy change shows the rider amount, premium, and premium period.

Accidental Death Benefit

The benefit is subject to the restrictions and provisions of this rider. We will
pay the amount of this benefit as part of the certificate proceeds. We must
however receive due proof that the death of the insured:

1.  Occurred while this rider is in force; and

2.  Occurred before the certificate anniversary nearest age 70 of the insured;
    and

3.  Occurred within 120 days from the date of an accidental injury; and

4.  Resulted directly from accidental injury and independently of all other
    causes. There must be visible evidence of a contusion or wound on the
    exterior of the body. If the injury is internal, it must be visibly
    manifested on an autopsy. The exception to visible evidence would be in the
    case of drowning.

Risks Not Assumed

We will not pay this benefit if the insured's death results directly or
indirectly from any of the following (nor will we pay this benefit if the
insured's death was caused by or contributed to by any of these conditions:)

1.  Self-inflicted injury while sane or insane.

2.  Any reasonably foreseeable injury.

3.  Any bodily or mental infirmity or disease existing before or which commences
    after the accidental injury.

4.  Any medical or surgical treatment, unless such treatment is the result of a
    covered accidental injury.

5.  Any infection, other than a bacterial infection which occurs as a result of
    a covered accidental injury.

6.  The entry into the body, in any manner, whether voluntary or involuntary of
    any of the following unless taken as prescribed by a licensed physician:

    a.  any intoxicant, excitant, hallucinogen; or

    b.  any other narcotic, drug or controlled substance.

7.  The entry into the body, in any manner, whether voluntary or involuntary of
    any of the following, unless involuntary in the course of employment:

    a.  any gas; or

    b.  any poison or poisonous substance.

8.  Participation in an assault.

9.  Participation in a felony.

10. Participation in a riot.

11. Injury which is a result of war or any act of war while the insured is in
    the military, naval, or air forces of any country. Injury while in any
    auxiliary or civilian combatant or non-combatant unit. "Any country"
    includes any international organization or the combination of countries at
    war. "War" includes undeclared war.

12. Travel or flight in or on or descent from any kind of aircraft if the
    insured is a pilot, officer, or other member of the crew of the aircraft; or
    is giving or receiving any kind of training or instruction; or has any
    duties aboard the aircraft; or is being flown for the purpose of any descent
    from the aircraft. "Aircraft" includes rocket craft or any other vehicle,
    conveyance or device designed for travel or other movement in or beyond the
    earth's atmosphere.

3080800 ADB                           1
(11/86)

<PAGE>

Termination

You may terminate this rider as of any monthly anniversary following a proper
written request. If this rider is not already terminated it will terminate on
the date when any of the following events first occurs:

1.  The certificate anniversary nearest age 70 of the insured; or

2.  The lapse of the certificate; or

3.  The surrender of the certificate; or

4.  The maturity of the certificate; or

5.  The date of death of the insured.

Cost of Insurance

The cost of insurance for the accidental death benefit is determined on a
monthly basis. The cost of insurance for a certificate month is calculated as
(a) multiplied by (b), where:

a.  is the cost of insurance rate for this benefit; and

b.  is the amount of accidental death benefit.

The cost of insurance rate for this benefit is based on the attained age and
rate class of the insured. Cost of insurance rates will be determined by us
based on expectations as to future experience. However, these rates will not
exceed those shown in the Guaranteed Cost of Insurance Rates for Accidental
Death Benefit Rider.

Each monthly anniversary this rider is in force, the cost of insurance for the
rider (as determined above) will be added to the monthly deduction as defined in
the Cash Values section of the certificate. This increased monthly deduction
will be used to determine the cash value of the certificate on such monthly
anniversary.

General Provisions

We will have the right to examine the body of the insured. We also will have the
right to require an autopsy where not forbidden by law.

This rider will not affect the guaranteed values, loan values, nor other values
of the certificate, if any. This rider does not apply to any insurance provided
by any guaranteed value options of the certificate.

You may apply for reinstatement of the certificate with or without this rider.
We have the right to decide whether to approve the reinstatement of the
certificate with or without this rider.

Incontestability

This rider will be incontestable after it has been in force during the life of
the insured for two years from its date of issue.

The certificate date and effective date of this rider and the certificate are
the same unless another date is shown below.

___________________

     DATE

/s/ Matthew P. McCauley                   /s/ Carl H. Anderson

 V.P., GENERAL COUNSEL                          PRESIDENT
     AND SECRETARY

             [LOGO OF PARAGON LIFE INSURANCE COMPANY APPEARS HERE]

3080800 ADB                            2
(11/86)

<PAGE>

                       WAIVER OF MONTHLY DEDUCTION RIDER

If we have approved this rider as a part of this certificate and the rider
premium has been paid, this rider will become a part of the certificate. This
rider is subject to all applicable terms and provisions of the certificate. The
certificate specifications page or, if this rider is added after issue, the
request for policy change shows the rider amount, premium, and premium period.

Waiver of Monthly Deduction

If you furnish us with due written proof that the insured is totally disabled,
as defined in this rider, we will waive monthly deduction payments on this
certificate. The insured must have become disabled before age 65. The disability
must have continued without interruption for at least six months. This rider
must be in force. Monthly deductions on this certificate will be waived as
follows:

Disability Beginning Before Age 60. If the insured's disability begins before
age 60, we will waive monthly deductions which were due during the six months of
uninterrupted disability. We will continue to waive monthly deductions after
that. However, the insured must continue to be totally disabled.

Disability Beginning Between Ages 60 and 65. If the insured's disability begins
on or after age 60 but before age 65, we will waive monthly deductions which
were due during the six months of uninterrupted disability. We will continue to
waive monthly deductions after that, but no later than age 65. However, the
insured must continue to be totally disabled.

Total Disability

"Total Disability" means the complete inability of the insured to perform all of
the substantial and material duties of his regular occupation. Such disability
must be the result of an injury or a sickness. The injury or sickness must
originate after this rider became effective.

However, after this period of disability has continued for 60 months, the
insured will be considered to be totally disabled only if he is unable to
perform all of the substantial and material duties of any occupation for which
he is reasonably fitted by education, training or experience. Such disability
must be the result of an injury or a sickness.

If after this rider becomes effective you suffer the total and irrecoverable
loss of sight in both eyes, or of the use of both hands or both feet, or of one
hand and one foot, this will be considered total disability as defined in this
rider. On such a loss the insured will still be considered disabled even though
working at an occupation.

Recurrent Total Disability

If, while this certificate is in force, the insured becomes disabled again after
having been totally disabled before, the new disability will be considered a
continuation of the previous period unless:

1.  It is due to an entirely different cause; or

2.  The insured has performed the material and substantial duties of a gainful
    occupation. These duties must be performed for a continuous period of 6
    months or more between such periods of total disability.

Risks Not Assumed

We will not waive monthly deductions under this rider if disability results from
war or any act of war while the insured is in the military, naval or air forces
of any country at war. We will also not waive monthly deductions if the insured
becomes disabled while in a civilian non-combatant unit serving with such
forces. "War" includes undeclared war and "any country" includes any
international organization or combination of countries.

Termination

You may terminate this rider as of any monthly anniversary following a proper
written request. If this rider is not already terminated it will terminate on
the date any of the following events first occurs:

1.  When the insured attains age 65. This will be without prejudice to any
    benefits granted for total disability occurring before age 65; or

3080700 WMD                            1
(11/86)

<PAGE>

2.  The lapse of the certificate; or

3.  The surrender of the certificate; or

4.  The maturity of the certificate; or

5.  The date of death of the insured.

Notice of Claim and Proof of Disability

Before we waive any monthly deduction, we must receive at our Home Office:

1.  Written notice of claim for this benefit during the lifetime of the insured.
    This notice must be submitted during the continuance of total disability.
    This notice cannot be submitted later than six months after age 65 of the
    insured.

2.  Written proof of total disability within six months after we receive written
    notice of claim. In no event shall this proof be submitted later than the
    date when any of the following events first occurs:

    a.  One year after age 65 of the insured;

    b.  Prior maturity of the certificate;

    c.  Surrender of the certificate for its net cash value;

    d.  One year from the due date of the first unpaid monthly deduction.

Failure to give such notice and proof within the time allowed will not always
invalidate a claim. We will consider the claim if you show us that it was not
reasonably possible to file notice and proof on time. However, you must file
notice and proof as soon as is reasonably possible. In no event will any monthly
deduction be waived or refunded if its due date was more than one year before we
received notice of claim at our Home Office.

We will require no further proof of disability and we will automatically waive
all further monthly deductions if:

1.  The insured is totally disabled at age 65; and

2.  All monthly deductions for at least the five years preceding age 65 have
    been waived.

Examination of the Insured

We have the right to have the insured examined by our appointed examiner. We
also have the right to receive written proof of continuance of disability from
the insured at the following times:

1.  After receipt of such notice of claim;

2.  At any time within two years after we receive proof of total disability;

3.  Not more than once each year after the first two years.

We will not waive any further monthly deductions if the insured refuses to be
medically examined. Nor will we waive further monthly deductions if proof of
continuance of disability is not furnished when we request it.

Incontestability

We cannot contest this rider as to statements made in the application for the
certificate after a period of two years from the date of issue if:

1.  This rider shall have been in force during the lifetime of the insured; and

2.  The insured does not become totally disabled within this period

3080700  WMD                           2
(11/86)
<PAGE>

Cost of Insurance

The cost of insurance for the Waiver of Monthly Deductions Rider is determined
on a monthly basis. The cost of insurance for a certificate month is calculated
as (a) multiplied by (b) where:

a.  is the cost of insurance rate for this rider; and

b.  is the sum of items i, ii, and iii where:

    i.   is the cost of insurance for the certificate for the certificate month

    ii.  is the monthly expense charge, when applicable

    iii. is any cost of insurance for the certificate month for any benefit
         provided by a supplemental rider (other than Waiver of Monthly
         Deduction Rider) made a part of the certificate.

The cost of insurance rate for this benefit is based on the attained age, and
rate class of the insured. Cost of insurance rates will be determined by us
based on expectations as to future experience. However, these rates will not
exceed those shown in the Guaranteed Cost of Insurance Rates for Waiver of
Monthly Deductions Rider.

Each monthly anniversary this rider is in force, the cost of insurance for the
rider (as determined above) will be added to the monthly deduction as defined in
the Cash Values section of the certificate. This increased monthly deduction
will be used to determine the cash value of the certificate on such monthly
anniversary.

General Provisions

We will pay all benefits payable under the certificate the same as if monthly
deductions had not been waived.

If the insured becomes disabled during the grace period of the first monthly
deduction in default, we will allow this Waiver of monthly deduction as if
default had not occurred. However, you will be liable for the monthly deduction
in default. Interest compounded at 6% per year will be charged on this monthly
deduction.

You may apply for reinstatement of this certificate with or without this rider.
We have the right to decide whether to approve the reinstatement of this
certificate with or without this rider.

Date of Issue

The date of issue of the rider is the same as the certificate date unless
another date of issue is shown below.

____________________

       DATE

/s/ Matthew P. McCauley                 /s/ Carl H. Anderson

 V.P., GENERAL COUNSEL                        PRESIDENT
     AND SECRETARY

             [LOGO OF PARAGON LIFE INSURANCE COMPANY APPEARS HERE]

3080700  WMD                           3
(11/86)

<PAGE>

                            SPOUSE INSURANCE RIDER

If we have approved this rider as a part of this certificate and the rider
premium has been paid, it will become a part of the certificate. It is subject
to all applicable terms and provisions of the certificate. The certificate
specifications page shows the rider amount, premium mode, annual premium and
Name of Spouse.

Life Insurance Benefit

We will pay the amount of this rider to the beneficiary upon the death of the
spouse while this rider is in force. We must receive proof that the death
occurred before the expiry date of coverage on such insured.

Definition of Spouse

The spouse is the person as designated on the certificate specifications page.

Definition of Insured

The person whose life is insured under the certificate to which this rider is
attached.

Expiry Date of Insurance

The expiry date of this rider is the first occurrence of the certificate
anniversary nearest:

a.  the 75th birthday of the spouse; or

b.  the 75th birthday of the insured.

The Beneficiary

The beneficiary of this benefit shall be as stated in the application for this
rider.

You may change the beneficiary designation of the insurance on the life of any
person insured under this rider. This change must be done during the lifetime of
such person. To make such a change you must file a proper written request with
us. This request must be accepted by us at our Home Office. We have the right to
request the certificate for endorsement. If we accept your request, the change
will take effect as of the date of the request. This change will be subject to
any payment or action we took before we received your written request for the
change.

The beneficiary designation and any changes made will be subject to any
assignment of the certificate.

Assignment

This rider cannot be assigned by itself. Only if the certificate is assigned
will this rider then be subject to an assignment. An assignment of the
certificate will include the interest of the assignor in and to this rider. The
interest of the insured and all owners and beneficiaries under this rider will
also be included.

Suicide Exclusion

If the spouse dies by suicide, while sane or insane, within two years from the
rider issue date; (or within the maximum period permitted by laws of the state
in which this certificate was delivered, if less than two years) the amount
payable will be limited to the monthly deductions made on this rider. This
amount will be paid according to the provisions of this rider for the payment of
death claim benefit is on any such person.

This provision does not apply if this rider is issued to a Missouri citizen,
unless the spouse intended suicide when this rider was applied for.

Misstatement of Age

If the age of the spouse is incorrectly stated, we will adjust all benefits
under this rider to the amount that would have been provided at the correct age.

Cost of Insurance

The cost of insurance for the spouse rider is determined on a monthly basis.
This cost, for a certificate month, is determined by the amount of insurance for
this rider divided by 1000 and then multiplied by the sum of the following at
the spouse attained age.

a.  the monthly cost of insurance rate for this rider; and
b.  the monthly expense charge, as described in the certificate.

3080600 SIR
(11/86)                                 1
<PAGE>

The cost of insurance rate for this benefit is based on the attained age, and
rate class of the spouse. Cost Of insurance rates will be determined by us based
on expectations as to future experience. However, these rates will not exceed
those shown in Table of Guaranteed Cost of Insurance Rates for the Spouse Rider.

Each monthly anniversary this rider is in force, the cost of insurance for the
rider (as determined above) will be added to the monthly deductions as defined
in the Cash Values section of the basic policy. This increased monthly deduction
will be used to determine the cash value of the policy on such monthly
anniversary.

Termination

You may terminate this rider as of any monthly anniversary following a written
request to us. We may require the policy and the rider for endorsement. This
rider will terminate when any of the following events first occurs:

1.  The lapse of the policy; or

2.  The surrender of the policy; or

3.  The maturity of the policy; or

4.  The date of death of the insured; or

5.  The rider expiry date.

Reinstatement

This rider may be reinstated before its expiry date within five years after the
date of policy lapse if:

1.  The policy is in force or is also being reinstated; and

2.  We receive satisfactory proof that the spouse is insurable by our standards.

We have the right to approve the reinstatement of the policy with or without
this rider.

Incontestability

This rider will be incontestable after it has been in force during the life of
the spouse for two years from its date of issue.

Limited Continuation and Exchange Privilege Upon Death of Insured

If the insured dies while this rider is in force prior to the policy anniversary
nearest the 65th birthday of the spouse, there will be a limited continuation
and exchange privilege for 60 days. The face amount of this rider will remain in
effect without further charge until the 60 days expire. At the expiration of the
60 days this rider may be exchanged for a new policy on the life of the spouse
for a plan then offered by us. The face amount of the new policy may not be
greater than the face amount of this rider. The risk class of the spouse under
the new policy will be the same as that under this rider. No riders may be
attached to the new policy without our consent.

The date of issue and effective date of this rider and the policy are the same
unless another date is shown below.

___________________
     DATE




/s/ Matthew P. McCauley                        /s/ Carl H. Anderson
  V.P., GENERAL COUNSEL                                PRESIDENT
       AND SECRETARY


 [LOGO OF PARAGON]


3080600  SIR                           2
(11/86)
<PAGE>

                      CHILDREN'S LIFE INSURANCE RIDER

                           TERM INSURANCE INVOLVED

                       Please Read This Rider Carefully


The waiting periods in the suicide and incontestability provisions are different
from those in the policy and begin on the effective date of this rider.

If we have approved this rider as a part of this policy and the rider premium
has been paid, this rider will become a part of the policy. This rider is
subject to all applicable terms and provisions of the policy; except as modified
herein. The policy specifications page or, if this rider is added after issue,
the request for policy change shows the rider amount, premium, and premium
period.

Level Term Life Insurance Benefit

We will pay the amount specified below to the Beneficiary under this rider upon
the death of the insured child while this rider is in force. We must receive
proof that the death occurred before the expiry date of coverage on such insured
child.

Amount of Insurance

The amount of insurance for this rider on each insured child is the rider
amount. Insurance on each child will become effective on the later of:

1.  The date the child attains the age of 15 days; or

2.  The day the child is first discharged from the hospital after birth.

Definition of Insured

The Insured is the person whose life is covered under the policy to which this
rider is attached.

Definition of Insured Child

An insured child is a child who, at the time of application for this rider, was:

1.  A natural child, a stepchild or a child legally adopted of the Insured; and

2.  Unmarried; and

3.  Living in the household of the Insured; and

4.  At least 15 days of age; and

5.  Initially discharged from the hospital after birth; and

6.  Less than insuring age 19 (or age 22 if a full-time student in higher
    education beyond high school) on the first date of any part of the
    application.

A natural child, a stepchild or an adopted child named at the time of the
application but who has not yet reached age 15 days will become an insured child
when:

1.  The child does reach 15 days; and

2.  The day the child is first released from the hospital after birth.

A child who is barn to the Insured after the application for this rider, and
while this rider is in force, shall become an insured child on the later of the
following dates:

1.  The day the child attains age 15 days; or

2.  The day the child is first released from the hospital after birth.

A child who is legally adopted by the Insured after the application for this
rider, and while this rider is in force, can become an insured child. This child
must be under insuring age 19 (or age 22 if a full-time student in higher
education beyond high school). If these requirements are met the coverage for
this child will begin on the date of adoption.

Expiry Dates of Insurance

The expiry date of this rider is the policy anniversary nearest the 65th
birthday of the Insured.

If this rider has not already expired or been canceled, then insurance on each
insured child will expire on the policy anniversary nearest the 25th birthday of
each child, if earlier.

3082900                                1
(1/95)
<PAGE>

Paid-Up Term Insurance in Event of Death of Insured

If the death of the Insured occurs while this rider is in force, it will be
continued on a fully paid-up term insurance basis. We must receive proof of the
death of the Insured. This term insurance will be subject to the terms of this
rider.

Any child who would have become an insured child later, except for such death,
will become an insured child under this rider.

Owner

During the lifetime of the Insured, you will be the owner of this rider. If you
should die while the Insured is living, all rights of the owner will go the
Insured. If you should die while insurance on the life of an insured child is
still in force and the Insured is not living, then all rights of owner will go
to the insured child.

The Beneficiary

The Beneficiary of this benefit shall be:

The Insured, if living; if not then the estate of the person upon whose death
payment is to be made; unless:

1.  Otherwise provided in the application; or

2.  Changed by you.

You may change the Beneficiary designation of the insurance on the life of any
insured child under this rider, This change must be done during the lifetime of
such insured child. To make such a change you must file a proper written request
with us. This request must be accepted by us at our Home Office. We have the
right to request the policy for endorsement. If we accept your request, the
change will take effect as of the date of the request. This change will be
subject to any payment or action we took before we received your written request
for the change.

The Beneficiary designation and any changes made will be subject to any
assignment of the certificate.

Assignment

This rider cannot be assigned by itself. Only if the certificate is assigned
will this rider then be subject to an assignment. An assignment of the
certificate will include the interest of the assignor in and to this rider. The
interest of the Insured and all owners and beneficiaries under this rider will
also be included.

Suicide Exclusion

If the insured child dies by suicide, while sane or insane, within two years
from the issue date of this rider; (or within the maximum period permitted by
laws of the state in which this certificate was delivered, if less than two
years), the amount payable will be limited to the amount of monthly deductions
made on this rider. This amount will be paid according to the provisions of this
rider for the payment of death claim benefits on any such person.

This provision does not apply if the certificate this rider is attached to is
issued to a Missouri citizen, unless the insured child intended suicide when
this rider was applied for.

Within 31 days after the death of the Insured by suicide the Conversion
Privilege of this rider will be available for each insured child. We must
receive a proper written application within this 31 days. The date of issue of
the new policy will be the date of exchange.

Incorrect Age

The date that coverage under this rider expires or terminates will be based on
the correct age of each person insured.

Conversion Privilege

The term insurance on the life of each insured child under this rider may be
exchanged for a policy. This exchange will be without evidence of insurability.
The new policy may be for a plan then offered by us. This exchange is subject to
the following provisions:

1.  The term insurance must be in force.

2.  We must receive a proper written application within 31 days before the date
    term insurance is to expire.

3.  The face amount of the new policy will be the number of years the insured
    child is covered under the rider to a maximum of five times the amount of
    insurance under this rider for an insured child.

3082908                                2
(1/95)

<PAGE>

4.  The plan will be subject to our regular issue limits on the date of issue of
    the policy.

The first premium payment for the new policy must be made at the time of
application. Future premiums are to be paid according to the terms of the new
policy.

The date of issue for the new policy will be the date the term insurance
under this rider expires on the life of the person to be insured by the new
policy. That person will not be covered under the new policy until the term
insurance expires.

The premium rate for the new policy will be based on the following:

1.  The age last birthday of the person to be insured on the date of issue of
    new policy; and

2.  The risk class of such person under this rider; and

3.  The set of rates used by us on the date of issue of the new policy. The new
    policy may include rider benefits only with our consent, subject to our
    requirements.

Surrender of Paid-Up Term Insurance

You may surrender this rider for its cash value while it is continued as paid-up
term insurance due to the death of the Insured. If you surrender this rider
within 31 days after a certificate anniversary date, the cash value of such
insurance will not be less than the cash value of such insurance on that
anniversary.

The cash value of the paid-up term insurance is the net single premium for such
benefits at the Attained Age of the person insured, at the time of surrender. It
is computed on the basis of:

1.  The Commissioner's 1980 Standard Ordinary Mortality Table C; and

2.  Interest at the rate of 3 1/2% a year compounded annually; and

3.  Continuous functions.

Information on the amount of this cash value will be furnished upon request.

Cost of Insurance

The cost of insurance for the Children's Insurance Rider is determined on a
monthly basis. The cost of insurance for a certificate month is calculated as
(a) multiplied by (b), where:

a.  is the cost of insurance rate for this rider; and

b.  is the amount of insurance for this rider.

The cost of insurance rate for this benefit is based on the Attained Age of the
Insured. Cost of insurance rates will be determined by us based on expectations
as to future experience, However, these rates will not exceed those shown in the
Guaranteed Cost of Insurance Rates for Children's Insurance Rider.

Each Monthly Anniversary this rider is in force, the cost of insurance for the
rider (as determined above) will be added to the Monthly Deductions as defined
in the Cash Values section of the certificate. This increased monthly deduction
will be used to determine the cash value of the certificate on such Monthly
Anniversary.

Termination

You may terminate this rider as of any Monthly Anniversary following a written
request to us. We may require the certificate and this rider for endorsement.

This rider will terminate when any of the following events first occurs:

1.  The lapse of the certificate; or

2.  The surrender of the certificate; or

3.  The maturity of the certificate; or

4.  The rider expiry date.

3082900                                3
(1/95)
<PAGE>

Reinstatement

This rider may be reinstated before the expiry date within five years after the
date of certificate lapse if:

1.  The certificate is in force or is also being reinstated; and

2.  We receive satisfactory proof that each person to be insured is insurable by
    our standards.

We have the right to approve the reinstatement of the certificate with or
without this rider. We will incur no liability for the death of an insured child
who died after the end of the grace period of the certificate and before the
date of reinstatement.

Incontestability

This rider will be incontestable after it has been in force during the life of
each person insured for two years from its date of issue.

The Certificate Date and effective date of this rider and the certificate are
the same unless another effective date of this rider is shown below.

_____________________

/s/ Matthew P. McCauley                 /s/ Carl H. Anderson

 V.P., GENERAL COUNSEL                        PRESIDENT
     AND SECRETARY

             [LOGO OF PARAGON LIFE INSURANCE COMPANY APPEARS HERE]

3082900                                4
(1/95)

<PAGE>

               Accelerated Death Benefit Settlement Option Rider

                       Please Read This Rider Carefully.

Subject to all the provisions of this rider and of the rest of the
policy/certificate, we will make the payments described below if the insured is
terminally ill or is confined to a nursing home.

This rider is non-participating.

Exercising these options may not qualify the benefits as life insurance proceeds
for tax purposes. Therefore, assistance should be sought from a personal tax
advisor.

Available Proceeds

The proceeds we would otherwise pay under the policy/certificate at the death of
the Insured on the date this option is elected, less any indebtedness and any
term insurance that comes from supplementary benefits (except level term
insurance riders still in the conversion period and for which we charge a
premium).

Benefit Factor

This is a fixed multiple that will be applied to the Settlement Benefit for each
option.

Settlement Benefit

This is the lump sum benefit available with an option. The benefit will equal
the cash surrender value of the policy/certificate on the date this option is
elected plus the Benefit Factor for the option times (a) minus (b); where (a) is
the Available Proceeds and (b) is the cash surrender value of the
policy/certificate.

Eligible Nursing Home

An institution or special nursing unit of a hospital that meets at least one of
the following requirements:

1.  It is Medicare approved as a provider of skilled nursing care services; or

2.  It is licensed as a skilled nursing home or as an intermediate care facility
    by the state in which it is located; or

3.  It meets all the requirements listed below:

    a.  It is licensed as a nursing home by the state in which it is located;
        and

    b.  Its main function is to provide skilled, intermediate, or custodial
        nursing care; and

    c.  It is engaged in providing continuous room and board accommodations to
        three or more persons; and

    d.  It is under the supervision of a registered nurse (RN) or licensed
        practical nurse (LPN); and

    e.  It maintains a daily medical record of each patient; and

    f.  It maintains control and records for all medications dispensed.

Institutions which primarily provide residential facilities are not eligible
nursing homes.

Terminal Illness Option

To choose this option, you must give us evidence that satisfies us that a
medical condition exists that would result in the Insured's life expectancy to
be 12 months or less. Part of that evidence must be a certification by a
licensed physician.

The Benefit Factor for this option is 0.85.

Nursing Home Option

You may choose this option if: (1) the Insured is confined to an Eligible
Nursing Home and has been confined there continuously for all of the preceding
six months; and (2) you give us evidence that satisfies us that the Insured is
expected to stay in the nursing home until death. Part of that evidence must be
a certification by a licensed physician.

The Benefit Factor for this option is 0.70.

3081100
(7/91)

<PAGE>

Effect on Policy/Certificate

This option is a complete settlement of the Company's obligation under the
policy/certificate causing all benefits under the policy/certificate based on
the lnsured's life to end. Any insurance under the policy/certificate on the
life of someone other than the Insured will stay in effect; we will waive all
future premiums for that insurance or convert it according to its terms as
though the lnsured's death had occurred.

Conditions

Your right to be paid under one of these options is subject to the following
conditions:
1.  The policy/certificate must be in force other than as extended term
    insurance.
2.  You must choose the option in writing in a form that meets our needs.
3.  The policy/certificate must not be assigned except to us as security for a
    loan.
4.  You must send us the policy/certificate.
5.  The main purpose of a life insurance death benefit is to meet your estate
    planning needs. This benefit provides for the accelerated payment of life
    insurance proceeds. It is not meant to cause you to involuntarily invade
    proceeds ultimately payable to the named beneficiary. Accelerated death
    benefits will be made available to you on a voluntary basis only. Therefore:
    a.  If you are required by law to use this option to meet the claims of
        creditors, whether in bankruptcy or otherwise, you are not eligible for
        this benefit.
    b.  If you are required by a government agency to use this option in order
        to apply for, obtain, or keep a government benefit or entitlement, you
        are not eligible for this benefit.

Right to Cancel

If you ask us in writing and send us the policy/certificate, we will cancel his
rider.

Rider attached to and made a part of the policy/certificate on the Date of
Issue.


/s/ Matthew P. McCauley                   /s/ Carl H. Anderson

 V.P., GENERAL COUNSEL                         PRESIDENT
     AND SECRETARY

             [LOGO OF PARAGON LIFE INSURANCE COMPANY APPEARS HERE]

3081100
(7/91)


<PAGE>


                                   Exhibit 7


                     FORM OF PARTICIPATION AGREEMENT WITH
                      AMERICAN VARIABLE INSURANCE SERIES
<PAGE>

                        SERIES PARTICITATION AGREEMENT
                        ------------------------------

     THIS AGREEMENT, is hereby entered into on this 16th day of May, 1989, among
Paragon Life Insurance Company ("Paragon Life"), a life insurance company
organized under the laws of the State of Missouri for itself and on behalf of
Separate Account A of Paragon Life ("Separate Account"), a separate account
established by Paragon Life in accordance with the laws of the State of
Missouri, and American Variable Insurance Series ("Series"), an open-end
management investment company organized under the laws of the State of
Massachusetts, and Capital Research and Management Company ("CRMC"), an
investment advisor under the Investment Advisors Act of 1940.

                                  WITNESSETH:

     WHEREAS, the Separate Account has been established by Paragon Life pursuant
to Missouri law in connection with certain Flexible Premium Life Policies
("Policies") proposed to be issued to the public by Paragon Life; and

     WHEREAS, the Separate Account is being registered as a unit investment
trust under the Investment Company Act of 1940 (the "1940 Act"); and

     WHEREAS, the income, gains and losses, whether or not realized, from assets
allocated to the Separate Account are, in accordance with the applicable
Policies, to be credited to or charged against such Separate Account without
regard to other income, gains or losses of Paragon Life; and

     WHEREAS, the Separate Account is subdivided into various sub-accounts
("Sub-accounts") under which income, gains and losses, whether or not realized,
from assets allocated to each such Sub-account are, in accordance with the
applicable Policies, to be credited to or charged against such Sub-Accounts
without regard to other income, gains or losses of other sub-accounts or of
Paragon Life; and

     WHEREAS, CRMC (hereinafter also referred to as the "Advisor") is duly
registered as an investment advisor under the Investment Advisors Act of 1940;
and

     WHEREAS, the Series is registered as an open-end management investment
company organized under the laws of the State of Massachusetts and will operate
in accordance with the 1940 Act; and

     WHEREAS, the Series is divided into various funds ("Funds"), each Fund
being subject to separate investment policies and restrictions which may not be
changed without a majority vote of the shareholders of such Fund; and

     WHEREAS; certain Funds will serve as the underlying investment medium for
certain Sub-accounts; and

                                      -1-
<PAGE>

     WHEREAS, Walnut Street Securities, Inc., the principal underwriter for the
Policies to be funded by the Separate Account, is a broker-dealer registered as
such under the Securities Exchange Act of 1934;

     NOW THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
Paragon Life, the Separate Account, CRMC, and the Series hereby agree as
follows:

     1.  Paragon Life's employer sponsored variable life program (Securities and
         Exchange Commission registration number 33-18341) and group sponsored
         program for A.G. Edwards and other group programs (Securities and
         Exchange Commission registration number 33-27242) will be the only
         Policies used with the Series. With respect to the group-sponsored
         program for A.G. Edwards and other employers, Paragon Life will obtain
         permission from CRMC prior to offering such program to any entity other
         than A.G. Edwards. The Policies funded through the Separate Account
         will provide for the allocation of purchase payments among certain Sub-
         accounts for investment in such shares of the Funds as may be offered
         from time to time in the prospectus of the Policies. The selection of
         the particular Sub-account is to be made by the Policy owner and such
         selection may be changed or the policy value may be transferred among
         Sub-accounts in accordance with the terms of the Policies.

     2.  No representation is made as to the number or amount of such Policies
         to be sold, however, Paragon Life, through Walnut Street Securities,
         Inc., will make reasonable efforts to market such Policies.

     3.  Purchases and redemptions of shares will be at the next computed net
         asset value for the appropriate Sub-account, as set forth in the
         current Series prospectus and Statement of Additional Information, and
         shall be submitted by Paragon Life to the Series' transfer agent
         pursuant to procedures and in accordance with the payment provisions
         set forth in Appendix A hereto. Appendix A may be modified from time to
         time with the mutual consent of the parties by written memoranda which
         memoranda will be attached to and incorporated into this Agreement as
         if fully set forth herein. Purchase or withdrawal requests received by
         Paragon Life (or its designated agent) shall be deemed to have been
         received by the Series' transfer agent for proposes of computing the
         share price for corresponding purchases and redemptions of shares of
         the Series; provided that such requests are communicated to the Series'
         transfer agent not later than the time and in the manner designated by
         the Series' transfer agent, on the business day next following such
         receipt by Paragon Life (or its designated agent).

                                      -2-
<PAGE>

               The Series reserves the right to suspend sales if the Board of
         Trustees of the Series deems it appropriate and in the best interests
         of the Series or in response to an order of an appropriate regulatory
         authority.

     4.  Transfer of Fund shares will be by book entry only. No stock
         certificate will be issued to the Separate Account. Shares of each Fund
         will be recorded in an appropriate title for the corresponding Sub-
         account on the books of Paragon Life. If, however, state law requires
         transfer other than by book entry, then the Series agrees to provide
         the required form of transfer.

               Paragon Life will provide to the Series a list of Policy owners
         (and their addresses) upon written notice from any officer or Trustee
         of the Series.

               Subject to the requirements of legal process and regulatory
         authority, each party hereto shall treat as confidential the names and
         addresses of the owners of the Policies obtained pursuant to this
         Agreement and shall not disclose, disseminate, or utilize such names
         and addresses or other confidential information without written consent
         of Paragon Life or unless required by state or federal regulatory
         bodies, as authorized by applicable law; provided, however, that the
         Policy owners may be contacted with respect to Series matters.

               Each party hereto shall cooperate with each other party and all
         appropriate governmental authorities and shall permit such authorities
         reasonable access to its books and records in connection with any
         investigation or inquiry relating to this Agreement or the transactions
         contemplated hereby.

               CRMC and the Series agree that all records and other data
         pertaining to the Policies are the exclusive property of Paragon Life
         and that any such records and other data shall be furnished to Paragon
         Life by CRMC and the Series upon termination of this Agreement for any
         reason whatsoever. This shall not preclude CRMC or the Series from
         keeping copies of such data or records for its own files subject to the
         provisions of this section.

     5.  The Series shall furnish notice on the ex-dividend date to Paragon Life
         of any dividend or distribution payable on any shares underlying Sub-
         accounts. All of such dividends and distributions as are payable on
         shares of a Fund recorded in the title for the corresponding Sub-
         account shall be automatically reinvested in additional shares of that
         Fund. The Series shall notify Paragon Life of the number of shares so
         issued.

                                      -3-
<PAGE>

     6.  The terms governing remuneration of CRMC, in its capacity as an
         investment advisor to the Series, are set forth in the Investment
         Advisory and Service Agreement between the Series and CRMC and the
         Series prospectus. The Series shall pay all its expenses incidental to
         its performance under this Agreement. The Series shall see to it that
         all of its shares are registered and authorized for issue in accordance
         with applicable federal and state laws prior to their purchase by
         Paragon Life for the Sub-accounts. The Series shall bear the expenses
         for the cost of registration of its shares, preparation of its
         prospectus, proxy materials and reports, the printing and distribution
         of such items to each Policy owner who has allocated net amounts to any
         Sub-account, the preparation of all statements and notices required by
         any federal or state law, and taxes imposed upon the Series on the
         issue or transfer of the Series' shares subject to this Agreement. The
         parties shall cooperate in the printing of the prospectuses of the
         Policies and the Series. CRMC shall provide Paragon Life with a
         reasonable quantity of Series prospectuses and reports to be used in
         connection with transactions contemplated by this Agreement. CRMC may
         request reimbursement from Paragon Life for the cost of printing and
         mailing prospectuses and reports which are used as sales literature
         with prospective Policy owners to the extent such supplied materials
         exceed, in the opinion of CRMC, reasonable quantities.

     7.  Paragon Life shall make no representations concerning the Series or its
         shares except those contained in the then current prospectus of the
         Series and in printed information subsequently issued on behalf of the
         Series and approved in writing by the Series as supplemental to such
         prospectus, or otherwise approved by CRMC or the Series in writing.

     8.  Each Fund of the Series shall comply with Section 817 (h) of the
         Internal Revenue Code of 1986, and the regulations issued thereunder
         (Reg. Section 1.817-5, March 1,1989), relating to the diversification
         requirements for variable annuity, endowment, and life insurance
         contracts.

     9.  It is understood among the parties to this Agreement that shares of the
         Funds may be offered to separate accounts of various insurance
         companies in addition to Paragon Life and in connection with insurance
         contracts or policies other than the Policies (this practice is herein
         described as "mixed and shared funding"). It is also understood among
         the parties that shares of the Funds may be offered to other persons
         identified in paragraph (f) of Regulation Section 1.817-5, in order
         that the Separate Account can rely on the look-through provisions of
         said paragraph and otherwise subject to section eight above. The Series
         and CRMC filed an application and an amendment

                                      -4-

<PAGE>

         thereto (file number 812-6393) (the "Application") for an order of the
         Securities and Exchange Commission ("SEC"), pursuant to Section 6 (c)
         of the 1940 Act exempting the Series and CRMC and certain life
         insurance companies from certain provisions of the 1940 Act and the
         rules thereunder to the extent necessary to permit shares of the Series
         to be sold in connection with mixed and shared funding. The order was
         granted in SEC release no. IC-15899 (the "Order"), subject to certain
         conditions contained in the Application, (the "Conditions"). The
         following is a summary of the Conditions as set forth in the Notice of
         Application and Opportunity for Hearing (SEC release no. IC-15233):

               a)  A majority of the Board of the Series shall consist of
                   persons who are not "interested persons" of the Series as
                   defined by the 1940 Act.

               b)  The Board of the Series will monitor the Series for the
                   existence of any material irreconcilable conflict between the
                   interests of contract (or policy) owners of all separate
                   accounts investing in the Series.

               c)  Paragon Life shall report any potential or existing conflict
                   to the Series' Board.

               d)  The Board of the Series shall promptly notify Paragon Life in
                   writing of any irreconcilable material conflict and its
                   implications.

               e)  If an irreconcilable material conflict exists, Paragon Life
                   shall, to the extent practicable, take whatever steps are
                   necessary to eliminate such a conflict.

               f)  Paragon Life shall consider whether disclosure in the
                   prospectus of the Policies regarding potential risks of mixed
                   and shared funding is appropriate.

               g)  Paragon Life shall vote shares of the Series in accordance
                   with instructions received from the Policy owners whose
                   Policy cash values are invested in shares of the Series.
                   Paragon Life shall vote shares of the Series for which no
                   instructions have been received in the same proportion as
                   shares of the Series for which instructions have been
                   received from Policy owners.

               h)  Paragon Life and the Series shall undertake to comply with
                   any material applicable regulation of the SEC

                                      -5-
<PAGE>

                   which may be adopted relating to mixed and shared funding
                   (including applying for any additional exemptive relief, if
                   necessary).

               i)  The Series prospectus shall disclose that (1) shares of the
                   Series are offered to insurance company separate accounts
                   funding both variable annuity and variable life insurance
                   contracts, (2) interests of various contract owners
                   participating in a Series might be in conflict, and (3) the
                   Board will monitor for the existence of any material
                   conflicts and determine what action, if any, should be taken.

               Paragon Life hereby agrees to comply with all the Conditions, as
          applicable, and the Series reaffirms its undertaking to comply with
          the Conditions. The provisions of this Section are not subject to
          termination pursuant to section 10 of this Agreement and shall remain
          in effect for as long as necessary to satisfy the Conditions.

     10.  This Agreement shall terminate:

               (a)  at any time on six months' written notice by CRMC or the
                    Series to Paragon Life or on six months' written notice by
                    Paragon Life to CRMC or the Series without the payment of
                    any penalty (provided, however, if Paragon Life is not able,
                    acting in good faith, to obtain suitable substitute
                    investment media within six months, this Agreement shall
                    terminate one year from the date of the notice of
                    termination); or

               (b)  at the option of Paragon Life or of the Series upon
                    institution of formal enforcement proceedings against the
                    Series or CRMC by the SEC; or

               (c)  upon a vote of the holders of a majority of the shares
                    underlying the Policies having an interest in a particular
                    Sub-account to substitute the shares of another investment
                    company for the corresponding Series shares in accordance
                    with the terms of the Policies for which those shares had
                    been selected to serve as the underlying investment medium.
                    Paragon Life will give 60 days' prior written notice to the
                    Series upon the occurrence of the earlier of the following
                    actions taken for the purpose of substituting shares of the
                    Funds: (1)

                                      -6-
<PAGE>

                    an application made to the SEC or (2) a proposed Policy
                    owner vote; or

               (d)  in the event the shares of the Funds are not registered,
                    issued, or sold in accordance with applicable state and/or
                    federal law or such law prohibits the use of such shares as
                    an underlying investment for the Policies issued or to be
                    issued by Paragon Life. Prompt notice of such an event shall
                    be given by each party to the other in the event the
                    conditions of these provision occur; or

               (e)  upon assignment of this Agreement at the option of any party
                    not assigning this Agreement.

     11.  Each notice required by this Agreement shall be given in writing and
          delivered via certified mail -- return receipt requested to:

     Paragon Life Insurance Company
     Separate Account A
     100 South Brentwood Blvd.
     St. Louis, MO  63105

     American Variable Insurance Series
     Capital Research and Management Company
     333 South Hope Street
     Los Angeles, California  90071

     12.  The obligation of the Series under this Agreement are not binding upon
          any of the Trustees, officers, employees, agents, or shareholders of
          the Series individually, but bind only the Series' assets. Paragon
          Life and the Separate Account agree to look solely to the assets of
          the Series for the satisfaction of any liability of the Series, with
          respect to this Agreement and will not seek recourse against the
          members of the Board of Trustees of the Series, or its officers,
          employees, agents, or shareholders, or any of them, or any of their
          personal assets for such satisfaction.

     13.  CRMC agrees to indemnify and hold harmless Paragon Life, each member
          of its Board of Directors, each of its officers, and any person that
          controls Paragon Life within the meaning of section 15 of the
          Securities Act of 1933 against any and all losses, claims, damages,
          liabilities (including amounts paid in settlement with the written
          consent of CRMC) or litigation (including legal and other expenses) to
          which Paragon Life may become subject under any statute, at common law
          or otherwise, insofar as such losses, claims, damages, liabilities or

                                      -7-
<PAGE>

          expenses (or actions in respect thereof) or settlements arise as a
          result of (1) Paragon Life's reliance on any information contained in
          a then current prospectus, Statement of Additional Information, or
          report or the Series; or any current information communicated to
          Paragon Life in writing by the Series or CRMC or (2) any failure by
          the Series or CRMC, whether unintentional or in good faith or
          otherwise to comply with section eight above, provided that CRMC shall
          have been given prompt written notice concerning any matter for which
          indemnification is otherwise afforded hereunder; however, CRMC shall
          be entitled to, but need not, rely upon the interpretation of the
          requirements of 817 (h) by counsel to Paragon Life when such
          interpretation is requested by CRMC.

          CRMC shall, at all times, have the right, but not the obligation, to
          take over and conduct, in the name of Paragon Life and/or the Separate
          Account, the investigation and defense of any claim by a third party
          for which indemnification may be sought, and in such event, Paragon
          Life and/or the Separate Account shall cooperate in every way with the
          Series and/or CRMC.

     14.  Paragon Life agrees to indemnify and hold harmless CRMC and the
          Series, each member of their Boards of Directors or Trustees, each of
          their officers, and each person that controls CRMC or the Series
          within the meaning of the Securities Act of 1933 against any and all
          losses, claims, damages, liabilities (including amounts paid in
          settlement with the written consent of Paragon Life) or litigation
          (including legal and other expenses) to which CRMC may become subject
          under any statute, at common law or otherwise, insofar as such losses,
          claims, damages, liabilities or expenses (or action in respect
          thereof) or settlements arise as a result of (1) CRMC's or the Series'
          reliance on any information contained in the then current prospectus,
          Statement of Additional Information, or contract of the Separate
          Account; or any information communicated to the Series or CRMC in
          writing by Paragon Life or (2) any failure by Paragon Life or the
          Separate Account, whether unintentional or in good faith or otherwise
          to adequately qualify the Policies as "variable contracts" as defined
          in Section 817 (d) of the Internal Revenue Code, provided that Paragon
          Life shall have been given prompt written notice concerning any matter
          for which indemnification is otherwise afforded hereunder; however,
          Paragon Life shall be entitled to, but need not, rely upon the
          interpretation of the requirements of Section 817 (d) by counsel to
          CRMC when such interpretation is requested by Paragon life.

     Paragon Life shall, at all times, have the right, but not the obligation,
     to take over and conduct, in the name of the Series and/or CRMC, the
     investigation and defense of any claim by a third party for which

                                      -8-
<PAGE>

     indemnification may be sought, and in such event, the Series and CRMC shall
     cooperate in every way with Paragon Life and/or the Separate Account.

     15.  This Agreement shall be construed in accordance with the laws of the
          State of Missouri.

     IN WITNESS WHEROF, the parties hereto have caused the Agreement to by duly
     executed and attested as of the date first above written.

                                            PARAGON LIFE INSURANCE
                                            COMPANY OF BEHALF OF ITSELF
                                            AND SEPARATE ACCOUNT
Attest:

/s/  Craig K. Nordyke                     By:  /s/ Carl H. Anderson
- -----------------------------------            --------------------------------

Attest:                                        AMERICAN VARIABLE INSURANCE
                                               SERIES

/s/ Michael Downer                        By:  /s/ Thomas E. Terry
- -----------------------------------            --------------------------------

Attest:                                        CAPITAL RESEARCH AND
                                               MANAGEMENT COMPANY

/s/ Michael Downer                        By:  /s/ Grahm Holloway
- -----------------------------------            --------------------------------

                                     -9-

<PAGE>


                                   Exhibit 8


                FORM OF APPLICATION FOR GROUP CONTRACT (10914)
<PAGE>

                    MASTER APPLICATION FOR GROUP INSURANCE


The undersigned Applicant hereby applies to Paragon Life Insurance Company for a
Group Contract providing Flexible Premium Variable Life Insurance coverage.

IT IS UNDERSTOOD AND AGREED THAT:

(1)  The conditions of eligibility for Group Flexible Premium Variable Life
     Insurance, benefits and amounts, the conditions under which the benefits
     will be payable, and other terms and conditions will be in accordance with
     the contract issued and any amendments, riders, or endorsements thereto
     (which together with the copy of this Application attached to the contract,
     certificate, and the individual applications, if any, of the persons to be
     insured will constitute the entire contract);

(2)  No person other than a duly authorized officer of the Company at its home
     office has authority to accept this Application or otherwise bind the
     Company;

(3)  The Group Flexible Premium Variable Life Insurance Contract will become
     effective provided this Application is accepted by a duly authorized
     officer of the Company at its home office;

(4)  The Applicant, as Contractholder, will furnish the Company each month with
     the required information concerning individuals to be insured whose Group
     Flexible Premium Variable Life Insurance coverage is to be changed or
     discontinued, and similar information on Dependents where Dependent
     Insurance is involved;

(5)  The Group Flexible Premium Variable Life Insurance applied for is not in
     addition to any other insurance on any group or similar basis except (if no
     exceptions, so state):__________________________________

(6)  The Group Flexible Premium Variable Life Insurance applied for does not
     replace any other insurance on any group or similar basis except (if no
     exceptions, so state):___________________________________

(7)  This Application may be amended solely on the basis of a written request of
     the undersigned Applicant made at any time prior to its acceptance by the
     Company. The Company is hereby authorized to modify this Application in
     accordance with any such written request; provided further that any
     amendment of the contract which affects the terms of this Application will
     also be considered an amendment of the Application.



Dated at             this                 day of
        -------------    -----------------      -----------------, -------------

                        --------------------------------------------------------
                                     (Full or corporate name of Applicant)


 ------------------------------------          ---------------------------------
          (Witnessed by)                                      (Title)


                              [PARAGON LOGO HERE]

10914
(4/88)

<PAGE>


                                  Exhibit 9


                 FORM OF APPLICATION FOR EMPLOYEE INSURANCE GI
                            (GROUP CONTRACT 10915)
<PAGE>


APPLICATION FOR                 [PARAGON LOGO]              EMPLOYEE APPLICATION
GROUP INSURANCE
WITH:

                                    ELIGIBILITY FOR INSURANCE COVERAGE UNDER THE
                                    APPLICATION IS LIMITED TO EMPLOYEES ACTIVELY
                                    AT WORK FOR WAGES. AT LEAST THIRTY 30 HOURS
                                    PER WEEK ON THE DATE OF THIS APPLICATION.
- -------------------------------------------------------------------------------
Are you now actively working for wages at least thirty (30) hours per week for
the Employer shown below?  /_/ Yes    /_/ No      Date Employed ___/___/___
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
A.  Have you missed ten or more consecutive days of work or a total of thirty or
    more days in the last year due to accident, illness, injury, or hospital
    confinement? (Work is defined as performing all of the duties of your
    occupation or profession.)  /_/ Yes  /_/ No

B.  Is any proposed insured child hospitalized in the date of this application?
    /_/ Yes   /_/ No
  If "Yes" OR if applying after your first enrollment period, complete HEALTH
  QUESTIONS.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Employee Name_________________________________ Social Security No:___-__-____
               Last    First    MI    Maiden
Mailing Address_______________________________ Date of Birth __/__/__  /_/ Male

                                               Daytime
         _____________________________________ Phone (___)________   /_/ Female
            City       State           Zip
                                               Annual Salary _____________

Employer _____________________________________
                                               Job Location ___________________
- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
Insurance Applied For:              /_/    $5,000       Child Insurance Rider
                                       -----------------
                                       Coverage per child (must be less than
                                       18 years old at issue)
Voluntary Enriched Life
- -------------------------
/_/ Level  /_/ Increasing                                ______________________
                                                                Frequency

_________________________
  Amount of Insurance

_________________________      _______________________    _____________________
        Premium             +    Additional Benefits   =      Total Premium
                                      Premium
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Beneficiary:______________________________  Relationship:______________________
            (Beneficiary will be Estate unless otherwise indicated)
   (Beneficiary for Child Rider will be as indicated in the rider provision)

Owner (Employee will be Owner unless otherwise indicated):_____________________
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
I hereby authorize payroll deductions of any premiums to be paid for insurance
purchased from Paragon Life Insurance Company.  PLEASE NOTE INTERIM INSURANCE
DESCRIPTION ON PAGE 2.
I have read the above questions and answers.  I declare that the answers are
complete and true to the best of my knowledge and belief.  I agree that this
application will be part of the policy, if one is issued.

Date at ____________ on ________________    ___________________________________
        City & State     Mo.  Day  Yr.        Signature of applicant Employee
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                            DECLINATION OF COVERAGE
I hereby certify that I have been given the opportunity to apply for the
insurance and after carefully consideration have decided not to apply at this
time.  I also understand that a later application may require submission of
evidence of insurability and that as a result coverage may be denied at that
time.

_______________     _________________________________    ______________________
     Date              Employee Name (please print)      Signature of Employee
- -------------------------------------------------------------------------------

10915
(4/92)


<PAGE>

HEALTH QUESTIONS  (Complete ONLY if (1) applying in excess of Guaranteed Issue
Amount, (2) question A or B is answered "Yes", or (3) applying after your first
enrollment period.)
<TABLE>
<CAPTION>
<S>                                                                                <C>            <C>
(PLEASE GIVE DETAILS TO "YES" ANSWERS IN REMARKS SECTION)
1.   Have you ever had or been advised to have surgery, or diagnosis or
     treatment for diabetes, heart disease or disorder, stroke, kidneys,
     respiratory or nervous system disorder, cancer, high blood pressure, or
     tumor?                                                                        [_] Yes        [_] No
2.   Have you been hospitalized at any time during the last five years?            [_] Yes        [_] No
3.   Have you received treatment or joined an organization because of alcohol or
     drug use or been medically advised to do so?                                  [_] Yes        [_] No
4.   a) Have you ever had or been treated or diagnosed by a member of the
     medical profession for AIDS (Acquired Immune Deficiency Syndrome) or ARC
     (AIDS Related Complex)?                                                       [_] Yes        [_] No
     b) Have you tested positive for antibodies to the AIDS (Human
     Immunodeficiency Virus; HIV) virus?                                           [_] Yes        [_] No
5.   Are you disable and/or not performing all of the duties of your occupation
     or profession?                                                                [_] Yes        [_] No
6.   Employee:       Height                   Weight
                           -------------------      -----------------
</TABLE>
- --------------------------------------------------------------------------------
REMARKS:         (Use separate piece of paper of additional space is needed)

- --------------------------------------------------------------------------------
Name and Question #     Date     Nature of Condition     Duration        Result
- --------------------------------------------------------------------------------




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

- --------------------------------------------------------------------------------
HOME OFFICE ENDORSEMENT:
- ------------------------
                                              Plan # ___________________________

                                              Date of
                                              Issue_____________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                         INTERIM INSURANCE DESCRIPTION
Guaranteed Issue not available for particular proposed insured if Question A or
B is answered "Yes" or if applying after his/her first enrollment period. Any
person who qualifies in all respects for guaranteed issue coverage shall be
considered covered on an interim basis from the date of application for the
amount of insurance applied for up to the applicable "GUARANTEED ISSUE AMOUNT".
The Accidental Death Benefit Rider shall not, however, be in effect prior to the
actual date of issue of a policy. If death is due to suicide on the basis stated
in the policy, the Company's liability under this interim Insurance is limited
to the return of the amount paid or withheld. Interim insurance ends on the
earliest of the following dates: (a) the date insurance begins on the policy
applied for; (b) the date a policy, other than applied for, is offered to the
applicant; (c) the date the company notifies the applicant that the application
for any proposed insured is declined; (d) 60 days from the date of application;
or (e) termination of employment with the sponsoring employer.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
I have read the above questions and answers. I declare that the answers are
Complete and true to the best of my knowledge and belief. I agree that this
application will be part of the policy, if one is issued.

     I authorize Paragon Life, its reinsurers, employees, insurance support
organizations, and their representative to obtain information about me to
evaluate this application. This information may be about (a) age; (b) medical
history, condition and care; (c) physical and mental health; (d) income; (e)
other personal characteristics; and (f) other insurance. It includes the use of
alcohol, drugs, and tobacco.
     I authorize any physician, health care professional, hospital, clinic,
medical facility, the Veterans Administration, the MIB, Inc., employer, or other
insurance company to release information about me to Paragon Life or its
representatives on receipt of this authorization. Paragon Life or its
representatives may release this information about me to its reinsurers, MIB,
Inc., or other insurance company to whom I have applied or to whom a claim has
been made. No other release may be made except as allowed by law or I further
authorize.
     This form is valid for 30 months from the date it is signed. A photographic
copy is as valid as the original. I have a right to receive a copy of this upon
request.

     Dated at                          on
             -------------------------    ----------------------------- --------
                   City and State          Month            Day           Year

                                          --------------------------------------
                                              Signature of Applicant Employee

- --------------------------------------------------------------------------------
10915
(4/92)

<PAGE>


                                  Exhibit 10


                 FORM OF APPLICATION FOR EMPLOYEE INSURANCE SI
                            (GROUP CONTRACT 10921, 10920)
<PAGE>

                                [PARAGON LOGO]
   APPLICATION FOR                                   EMPLOYEE APPLICATION
GROUP INSURANCE WITH:

                                              ELIGIBILITY FOR INSURANCE COVERAGE
                                              UNDER THE APPLICATION IS LIMITED
                                              TO EMPLOYEES ACTIVELY AT WORK FOR
                                              WAGES. AT LEAST THIRTY 30 HOURS
                                              PER WEEK ON THE DATE OF THIS
                                              APPLICATION.

- --------------------------------------------------------------------------------
Are you now actively working for wages at least thirty (30) hours per week for
the Employer shown below?  [_] Yes   [_] No   Date Employed________/_____/_____
- --------------------------------------------------------------------------------
Employee Name ______________________________________________
                  Last      First      MI        Maiden
Mailing Address ____________________________________________

                ____________________________________________
                      City            State         Zip

Daytime Phone (   )
             -----------------------------------------------

Employer ___________________________________________________


Social Security No: ________-________-________

Date of Birth ________________/_______/_______      [_] Male
                     M            D       Y         [_] Female

Daytime Phone ( )
             ---------------------------------
Annual Salary ________________________________

Job Location _________________________________

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

- --------------------------------------------------------------------------------
Insurance Applied For:             [_] ___________________ Child Insurance Rider
                    Coverage per child (must be less than 18 years old at issue)

____________________________
[_] Level    [_] Increasing      [_] Accidental Death Benefit
                                     for Amount of Insurance
                                                             ___________________
                                                                  Frequency
____________________________
    Amount of Insurance          [_] Waiver of Monthly Deduction

____________________________     ___________________________     _______________
          Premium             +  Additional Benefits Premium  =   Total Premium
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Beneficiary: _____________________________ Relationship: _______________________
            (Beneficiary will be Estate unless otherwise indicated)
   (Beneficiary for Child Rider will be as indicated in the rider provision)

Owner (Employee will be Owner unless otherwise indicated): _____________________
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
HEALTH QUESTIONS  (PLEASE GIVE DETAILS TO "YES" ANSWERS IN REMARKS SECTION)

1.   Have you ever had or been advised to have surgery, or
     diagnosis or treatment for diabetes, heart disease or
     disorder, stroke, kidneys, respiratory or nervous system
     disorder, cancer, high blood pressure, or tumor?           [_] Yes   [_] No
2.   Have you been hospitalized at any time during the last
     five years?                                                [_] Yes   [_] No
3.   Have you received treatment or joined an organization
     because of alcohol or drug use or been medically
     advised to do so?                                          [_] Yes   [_] No
4.   a) Have you ever had or been treated or diagnosed by a
        member of the medical profession for AIDS (Acquired
        Immune Deficiency Syndrome) or ARC (AIDS Related
        Complex)?                                               [_] Yes   [_] No
     b) Have you tested positive for antibodies to the AIDS
        (Human Immunodeficency Virus: HIV) virus?               [_] Yes   [_] No
5.   Are you disable and/or not performing all of the duties
     of your occupation or profession?                          [_] Yes   [_] No
6.   Employee:       Height___________________ Weight________________
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
REMARKS:      (Use separate piece of paper if additional space is needed)

- --------------------------------------------------------------------------------
  Name &
Question #       Date       Nature of Condition       Duration         Result
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10921
(4/92)
<PAGE>

- --------------------------------------------------------------------------------
     I hereby authorize payroll deductions of any premiums to be paid for
insurance purchased from Paragon Life Insurance Company.
I have read the above questions and answers. I declare that the answers are
complete and true to the best of my knowledge and belief. I agree that this
application will be part of the policy, if one is issued.

                    MIB, Inc. (Medical Information Bureau)
You are our most important source of information, but we may also collect or
verify information by contact the Medical Information Bureau. Information
regarding your insurability will be treated as confidential. We may make a brief
report to MIB, Inc. It is a non-profit membership Organization of insurance
companies. It provides an information exchange for its members. If you apply to
another member company for life or health insurance or submit a claim for
benefits, MIV, Inc., by request will supply the member with information in its
file.
You may request from MIB, Inc., any information it may have in your file.
(Medical information will be released only to your physician.) You may question
the accuracy of the information. You may seek a correction by contacting MIB.
This is in accordance with the guidelines set forth in the federal Fair Credit
Reporting Act. MIB, Inc.'s full address is below.
We may also release information to our reinsurers and to other life insurance
companies to whom you may apply for life or health insurance, or submit claim.

                MIB, Inc. *Post Office Box 105* Essex Station*
                 Boston, Massachusetts 02110*  (617) 426-3660

     I authorize Paragon Life, its reinsurers, employees, insurance support
organizations, and their representative to obtain information about me to
evaluate this application. This information may be about (a) age; (b) medical
history, condition and care; (c) physical and mental health; (d) income; (e)
other personal characteristics; and (f) other insurance. It includes the use of
alcohol, drugs, and tobacco.
     I authorize any Physician, health care professional, hospital, clinic,
medical facility, the Veterans Administration, the MIB, Inc., employer, or other
insurance company to release information about me to Paragon Life or its
representatives on receipt of this authorization. Paragon Life or its
representatives may release this information about me to its reinsureres, MIB,
Inc., or other insurance company to whom I have applied or to whom a claim has
been made. No other release may be made except as allowed by law or I further
authorize.
     This form is valid for 30 months from the date it is signed. A photographic
copy is as valid as the original. I have a right to receive a copy of this upon
request.


Dated at ______________________________ on _____________________________________
                   City & State                   Month      Day        Year


                                           _____________________________________
                                              Signature of Applicant Employee



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

- --------------------------------------------------------------------------------
HOME OFFICE ENDORSEMENT:                       Plan #_________________________
- ------------------------
                                               Date of Issue _________________

                                                        (Home Office Use Only)

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




- --------------------------------------------------------------------------------
                            DECLINATION OF COVERAGE
I hearby certify that I have been given the opportunity to apply for the
insurance and after carefully consideration have decided not to apply at this
time. I also understand that a later application may require submission of
evidence of insurability and that as a result coverage may be denied at that
time.

_________________   _______________________________   __________________________
      Date            Employee Name (please print)       Signature of Employee

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


10921
(4/92)
<PAGE>




APPLICATION FOR                     ELIGIBILITY FOR INSURANCE COVERAGE UNDER THE
INSURANCE WITH:                     APPLICATION IS LIMITED TO EMPLOYEES ACTIVELY
                                    AT WORK FOR WAGES. AT LEAST THIRTY 30 HOURS
[PARAGON LIFE LOGO]                 PER WEEK ON THE DATE OF THIS APPLICATION AND
                                    ON THE DATE OF ISSUE OF THE CERTIFICATE.

- --------------------------------------------------------------------------------
Are you now actively working for wages at least thirty (30) hours per week for
the Employer shown below?
                        [_] Yes   [_] No      Date Employed___________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Name ____________________________  Social Security No: ____-___-____ [_] Male
     Last    First   MI    Maiden                                    [_] Female

Mailing Address __________________________    Date of Birth ____/____/____

                __________________________    Annual Salary ____________
                City       State     Zip
Employer _________________________________    Job Title/Classification _________

Job Location _____________________________   Daytime Phone Number ______________

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Beneficiary: ______________________________ Relationship: ______________________
             (Beneficiary will be Estate unless otherwise indicated)
Owner (Employee will be Owner unless otherwise indicated): _____________________

Owner
Mailing Address ___________________________  Owner
                                             Soc. Sec. No. ____-___-____
                ___________________________
                City       State      Zip
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------






- --------------------------------------------------------------------------------
<PAGE>


- -------------------------------------------------------------------------------
HOME OFFICE ENDORSEMENT:
- -----------------------
                                         Plan # _____________________________

                                         Date of Issue_______________________

- -------------------------------------------------------------------------------
                                                  (Home Office Use Only)


- -------------------------------------------------------------------------------
I have read the above questions and answers. I declare that the answers are
Complete and true to the best of my knowledge and belief. I agree that this
application will be part of the policy, if one is issued.

Paragon Life, its reinsurers, insurance support organizations, and their
authorized representative, may obtain medical and other information in order to
evaluate my application for life insurance.  Application for insurance will not
be accepted without proper signatures.  A photocopy of this authorization is as
valid as the original.

I hereby authorize payroll deductions of any premiums to be paid for insurance
purchases from Paragon Life Insurance Company.



Dated at_________________________________________on___________________  _______
                  City and State                      Month    Day        Year

______________________________________  _______________________________________
       Signature of Applicant                Signature of Proposed Insured
  (if other than Proposed Insured)

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




- -------------------------------------------------------------------------------
                            DECLINATION OF COVERAGE
I hereby certify that I have been given the opportunity to apply for the
insurance and after careful consideration have decided not to apply at this
time.  I also understand that a later application may require submission of
evidence of insurability and that as a result coverage may be denied at that
time.

______________  ________________________________  __________________________
     Date         Employee Name (please print)       Signature of Employee

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

10920
(4/89)


<PAGE>


                                  Exhibit 11


                  FORM OF APPLICATION FOR SPOUSE INSURANCE SI
                            (GROUP CONTRACT 10917)
<PAGE>

                                [PARAGON LOGO]
APPLICATION FOR                                       SPOUSE APPLICATION
GROUP INSURANCE
WITH:                                         ELIGIBILITY FOR INSURANCE COVERAGE
                                              UNDER THE APPLICATION IS LIMITED
                                              TO EMPLOYEES ACTIVELY AT WORK FOR
                                              WAGES, AT LEAST THIRTY (30) HOURS
                                              PER WEEK ON THE DATE OF THIS
                                              APPLICATION.


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

Spouse Name ________________________________________________
(Proposed Insured)  Last      First      MI        Maiden
Mailing Address ____________________________________________

                ____________________________________________
                      City            State         Zip

Daytime Phone (___)_________________________________________

Employee Name ______________________________________________
                    Last         First              MI
Sponsoring Employer ________________________________________


Social Security No: ________-________-________

Date of Birth ________________/_______/_______      [_] Male
                     M            D       Y         [_] Female

Employee Annual Salary ________________________________

Employee Social Security No. __________________________

Employee Date of Birth ________________/_______/_______
                              M            D       Y

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

- --------------------------------------------------------------------------------
Insurance Applied For:    Amount of Insurance        Premium         Frequency

Voluntary Enriched Life   -------------------   ----------------   -------------
- -----------------------
[_] Level    [X] Increasing


[_] $5,000     Child Insurance Rider
   --------
(Coverage per child (must be less        __________________     _____________
than 18 years old at issue))             Additional Premium     Total Premium

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

- --------------------------------------------------------------------------------
Beneficiary: _____________________________ Relationship: _______________________
           (Beneficiary will be Employee unless otherwise indicated)

Owner (Employee will be Owner unless otherwise indicated): _____________________
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
HEALTH QUESTIONS
- ----------------
(PLEASE GIVE DETAILS TO "YES" ANSWERS IN REMARKS SECTION)

1.   Have you ever had or been advised to have surgery, or
     diagnosis or treatment for diabetes, heart disease or
     disorder, stroke, kidneys, respiratory or nervous system
     disorder, cancer, high blood pressure, or tumor?           [_] Yes   [_] No
2.   Have you been hospitalized at any time during the last
     five years?                                                [_] Yes   [_] No
3.   Have you received treatment or joined an organization
     because of alcohol or drug use or been medically
     advised to do so?                                          [_] Yes   [_] No
4.   a) Have you ever had or been treated or diagnosed by a
        member of the medical profession for AIDS (Acquired
        Immune Deficiency Syndrome) or ARC (AIDS Related
        Complex)?                                               [_] Yes   [_] No
     b) Have you tested positive for antibodies to the AIDS
        (Human Immunodeficiency Virus: HIV) virus?              [_] Yes   [_] No
5.   Are you disabled and/or not performing all of the duties
     of your occupation or profession?                          [_] Yes   [_] No
6.   Height___________________ Weight________________

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

- --------------------------------------------------------------------------------
REMARKS:      (Use separate piece of paper if additional space is needed)
- -------
- --------------------------------------------------------------------------------
  Name &
Question #       Date       Nature of Condition       Duration         Result
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10917
(4/92)

<PAGE>

- --------------------------------------------------------------------------------
HOME OFFICE ENDORSEMENT:                       Plan #_________________________
- ------------------------
                                               Date of Issue _________________

- --------------------------------------------------------------------------------
                                                        (Home Office Use Only)
- --------------------------------------------------------------------------------
Employee hereby authorizes payroll deductions of any premiums paid for insurance
purchased from Paragon Life Insurance Company.


                                       _________________________________________
                                                   Signature of Employee

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

- --------------------------------------------------------------------------------
I have read the above questions and answers. I declare that the answers are
Complete and true to the best of my knowledge and belief. I agree that this
application will be part of the policy, if one is issued.

     I authorize Paragon Life, its reinsurers, employees, insurance support
organizations, and their representative to obtain information about me to
evaluate this application. This information may be about (a) age; (b) medical
history, condition and care; (c) physical and mental health; (d) income; (e)
other personal characteristics; and (f) other insurance. It includes the use of
alcohol, drugs, and tobacco.
     I authorize any physician, health care professional, hospital, clinic,
medical facility, the Veterans Administration, the MIB, Inc., employer, or other
insurance company to release information about me to Paragon Life or its
representatives on receipt of this authorization. Paragon Life or its
representatives may release this information about me to its reinsurers, MIB,
Inc., or other insurance company to whom I have applied or to whom a claim has
been made. No other release may be made except as allowed by law or I further
authorize.
     This form is valid for 30 months from the date it is signed. A photographic
copy is as valid as the original. I have a right to receive a copy of this upon
request.



Dated at _______________________________ on ____________________________________
                 City and State                 Month        Day        Year

                                             ___________________________________
                                                Signature of Proposed Insured

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


10917
(4/92)


<PAGE>


                                  Exhibit 11a


                  FORM OF APPLICATION FOR SPOUSE INSURANCE SI
                            (GROUP CONTRACT 10354)


<PAGE>

                                [PARAGON LOGO]
APPLICATION FOR                                       SPOUSE APPLICATION
INSURANCE WITH:
                                              ELIGIBILITY FOR INSURANCE COVERAGE
                                              UNDER THE APPLICATION IS LIMITED
                                              TO EMPLOYEES ACTIVELY AT WORK FOR
                                              WAGES. AT LEAST THIRTY 30 HOURS
                                              PER WEEK ON THE DATE OF THIS
                                              APPLICATION.

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

Spouse Name ________________________________________________
(Proposed         Last      First      MI        Maiden
 Insured)

Mailing Address ____________________________________________

                ____________________________________________
                      City            State         Zip

Daytime Phone (   )
             -----------------------------------------------

Employee Name ______________________________________________
                        Last      First             MI

Sponsoring Employer ________________________________________


Social Security No: ________-________-________

Date of Birth ________________/_______/_______      [_] Male
                     M            D       Y         [_] Female

Employee Annual Salary ________________________________

Employee Social Security No. __________________________

Employee Date of Birth ________________/_______/_______
                              M            D       Y

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

- --------------------------------------------------------------------------------
Insurance Applied For:    Amount of Insurance        Premium         Frequency

- ----------------------    -------------------   ----------------   -------------
[_] Level  [_] Increasing


[_]         Child Insuance Rider
   --------
(Coverage per child (must be less        __________________     _____________
than 18 years old at issue)              Additional Premium     Total Premium

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

- --------------------------------------------------------------------------------
Beneficiary: _____________________________ Relationship: _______________________
           (Beneficiary will be Employee unless otherwise indicated)

Owner (Employee will be Owner unless otherwise indicated): _____________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Will the insurance applied for replace any existing life insurance or annuities?
[_] Yes  [_] No

If "Yes", Detail _______________________________________________________________
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
HEALTH QUESTIONS  (PLEASE GIVE DETAILS TO "YES" ANSWERS IN REMARKS SECTION)
- ----------------
1.   Have you ever had or been advised to have surgery, or
     diagnosis or treatment for diabetes, heart disease or
     disorder, stroke, kidneys, respiratory or nervous system
     disorder, cancer, high blood pressure, or tumor?           [_] Yes   [_] No
2.   Have you been hospitalized at any time during the last
     five years?                                                [_] Yes   [_] No
3.   Have you received treatment or joined an organization
     because of alcohol or drug use or been medically
     advised to do so?                                          [_] Yes   [_] No
4.   a) Have you ever had or been treated or diagnosed by a
        member of the medical profession for AIDS (Acquired
        Immune Deficiency Syndrome) or ARC (AIDS Related
        Complex)?                                               [_] Yes   [_] No
     b) Have you tested positive for antibodies to the AIDS
        (Human Immunodeficency Virus: HIV) virus?               [_] Yes   [_] No
5.   Are you disabled and/or not performing all of the duties
     of your occupation or profession?                          [_] Yes   [_] No
6.   Height___________________ Weight________________

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


10354
(4/92)
<PAGE>

- --------------------------------------------------------------------------------
REMARKS:      (Use separate piece of paper of additional space is needed)

- --------------------------------------------------------------------------------
  Name &
Question #       Date       Nature of Condition       Duration         Result
- --------------------------------------------------------------------------------



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

- --------------------------------------------------------------------------------
HOME OFFICE ENDORSEMENT:                       Plan #_________________________
- ------------------------
                                               Date of Issue _________________

- --------------------------------------------------------------------------------
                                                        (Home Office Use Only)
- --------------------------------------------------------------------------------
Employee hereby authorizes payroll deductions of any premiums paid for insurance
purchased from Paragon Life Insurance Company.


                                       _________________________________________
                                                   Signature of Employee

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

- --------------------------------------------------------------------------------
I have read the above questions and answers. I declare that the answers are
complete and true to the best of my knowledge and belief. I agree that this
application will be part of the policy, if one is issued.

                    MIB, Inc. (Medical Information Bureau)
You are our most important source of information, but we may also collect or
verify information by contact the Medical Information Bureau. Information
regarding your insurability will be treated as confidential. We may make a brief
report to MIB, Inc. It is a non-profit membership Organization of insurance
companies. It provides an information exchange for its members. If you apply to
another member company for life or health insurance or submit a claim for
benefits, MIV, Inc., by request will supply the member with information in its
file.
You may request from MIB, Inc., any information it may have in your file.
(Medical information will be released only to your physician.) You may question
the accuracy of the information. You may seek a correction by contacting MIB.
This is in accordance with the guidelines set forth in the federal Fair Credit
Reporting Act. MIB, Inc.'s full address is below.
We may also release information to our reinsurers and to other life insurance
companies to whom you may apply for life or health insurance, or submit claim.

                MIB, Inc. *Post Office Box 105* Essex Station*
                 Boston, Massachusetts 02110*  (617) 426-3660

     I authorize Paragon Life, its reinsurers, employees, insurance support
organizations, and their representative to obtain information about me to
evaluate this application. This information may be about (a) age; (b) medical
history, condition and care; (c) physical and mental health; (d) income; (e)
other personal characteristics; and (f) other insurance. It includes the use of
alcohol, drugs, and tobacco.
     I authorize any Physician, health care professional, hospital, clinic,
medical facility, the Veterans Administration, the MIB, Inc., employer, or other
insurance company to release information about me to Paragon Life or its
representatives on receipt of this authorization. Paragon Life ir its
representatives may release this information about me to its reinsureres, MIB,
Inc., or other insurance company to whom I have applied or to whom a claim has
been made. No other release may be made except as allowed by law or I further
authorize.
     This form is valid for 30 months from the date it is signed. A photographic
copy is as valid as the original. I have a right to receive a copy of this upon
request.


Dated at _______________________________ on ____________________________________
                 City and State                 Month        Day        Year

                                             ___________________________________
                                                Signature of Proposed Insured



Agent:  To the best of your knowledge is
The insurance applied for intended to replace
Any existing life insurance or annuities?

[_] Yes     [_] No
                                            ____________________________________
                                            Signature if Licensed Resident Agent



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


10354
(4/92)

<PAGE>


                                  Exhibit 12


                 FORM OF APPLICATION FOR EMPLOYEE INSURANCE GI
                          (Individual Policy, 10352, 33100)
<PAGE>
                   [LOGO OF PARAGON LIFE INSURANCE COMPANY]
APPLICATION FOR                                             EMPLOYEE APPLICATION
INSURANCE WITH:

                                    ELIGIBILITY FOR INSURANCE COVERAGE UNDER THE
                                    APPLICATION IS LIMITED TO EMPLOYEES ACTIVELY
                                    AT WORK FOR WAGES. AT LEAST THIRTY 30 HOURS
                                    PER WEEK ON THE DATE OF THIS APPLICATION.
- --------------------------------------------------------------------------------
Are you now actively working for wages at least thirty (30) hours per week for
the Employer shown below?  [_] Yes    [_] No    Date Employed      /     /
                                                              ------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
A.   Have you missed ten or more consecutive days of work or a total of thirty
     or more days in the last year due to accident, illness, injury, or hospital
     confinement? (Work is defined as performing all of the duties of your
     occupation or profession.)  [_] Yes    [_] No
B.   Is any proposed insured child hospitalized in the date of this
     application?  [_] Yes    [_] No
  If "Yes" OR if applying after your first enrollment period, complete HEALTH
  QUESTIONS.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Employee Name                              Social Security No:     -  -
              ---------------------------                      ---------------
              Last   First    MI   Maiden

Mailing Address                            Date of Birth    /   /    [_] Male
                -------------------------                ----------- [_] Female
                City      State       Zip
Daytime Phone                              Annual Salary
(   )                                                    -----------
- -----------------------------------------
Employer                                   Job Location
         --------------------------------               ------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Insurance Applied For:             [_]              Child Insurance Rider
                                       ------------
- --------------------------             Coverage per child (must be less than 16
[_] Level   [_] Increasing             years old at issue)

                                       [_] Accidental Death
                                           Benefit for Amount    ---------------
                                           of Insurance             Frequency
- --------------------------
   Amount of Insurance                 [_] Waiver of Monthly
                                           Deduction

- --------------------------  +  ---------------------------  =  -----------------
          Premium              Additional Benefits Premium       Total Premium
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Beneficiary:                                    Relationship:
             ----------------------------------               ------------------
            (Beneficiary will be Estate unless otherwise indicated)
   (Beneficiary for Child Rider will be as indicated in the rider provision)

Owner (Employee will be Owner unless otherwise indicated):
                                                           ---------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Will the insurance applied for replace any existing life insurance
or annuities?                                                [_] Yes      [_] No
If "Yes", Detail
                 ---------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
I hereby authorize payroll deductions of any premiums to be paid for insurance
purchased from Paragon Life Insurance Company. PLEASE NOTE INTERIM INSURANCE
DESCRIPTION ON PAGE 2.
I have read the above questions and answers. I declare that the answers are
complete and true to the best of my knowledge and belief. I agree that this
application will be part of the policy, if one is issued.
                                            Agent: To the best of your knowledge
                                            is the insurance applied for
Date at                on                   intended to replace any existing
        --------------    ----------        life insurance or annuities?
                                                  [_] Yes           [_] No

- ------------------------------------        ------------------------------------
  Signature of applicant Employee           Signature of Licensed Resident Agent
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                            DECLINATION OF COVERAGE
I hereby certify that I have been given the opportunity to apply for the
insurance and after carefully consideration have decided not to apply at this
time. I also understand that a later application may require submission of
evidence of insurability and that as a result coverage may be denied at that
time.

- -------------     --------------------------------     -------------------------
    Date            Employee Name (please print)         Signature of Employee
- --------------------------------------------------------------------------------
10352(4/92)
<PAGE>

HEALTH QUESTIONS  (Complete ONLY if (1) applying in excess of Guaranteed Issue
                  Amount, (2) question A or B is answered "Yes", or (3) applying
                  after your first enrollment period.)

(PLEASE GIVE DETAILS TO "YES" ANSWERS IN REMARKS SECTION)
1. Have you ever had or been advised to have surgery, or
   diagnosis or treatment for diabetes, heart disease or
   disorder, stroke, kidneys, respiratory or nervous system
   disorder, cancer, high blood pressure, or tumor?               [ ] Yes [ ] No
2. Have you been hospitalized at any time during the last
   five years?                                                    [ ] Yes [ ] No
3. Have you received treatment or joined an organization
   because of alcohol or drug use or been medically advised
   to do so?                                                      [ ] Yes [ ] No
4. a) Have you ever had or been treated or diagnosed by a
   member of the medical profession for AIDS (Acquired Immune
   Deficiency Syndrome) or ARC (AIDS Related Complex)?            [ ] Yes [ ] No
5. Are you disable and/or not performing all of the duties
   of your occupation or profession?                              [ ] Yes [ ] No
6. Employee:       Height______________________    Weight_______________________

REMARKS:       (Use separate piece of paper of additional space is needed)

Name and Question #     Date    Nature of Condition     Duration        Result



HOME OFFICE ENDORSEMENT:
                                            Plan # _____________________________

                                            Date of Issue_______________________


                         INTERIM INSURANCE DESCRIPTION
Guaranteed Issue not available for particular proposed insured if Question A or
B is answered "Yes" or if applying after his/her first enrollment period. Any
person who qualifies in all respects for guaranteed issue coverage shall be
considered covered on an interim basis from the date of application for the
amount of insurance applied for up to the applicable "GUARANTEED ISSUE AMOUNT".
The Accidental Death Benefit Rider shall not, however, be in effect prior to the
actual date of issue of a policy. If death is due to suicide on the basis stated
in the policy, the Company's liability under this interim Insurance is limited
to the return of the amount paid or withheld. Interim insurance ends on the
earliest of the following dates: (a) the date insurance begins on the policy
applied for; (b) the date a policy, other than applied for, is offered to the
applicant; (c) the date the company notifies the applicant that the application
for any proposed insured is declined; (d) 60 days from the date of application;
or (e) termination of employment with the sponsoring employer.

I have read the above questions and answers. I declare that the answers are
Complete and true to the best of my knowledge and belief. I agree that this
application will be part of the policy, if one is issued.

    I authorize Paragon Life, its reinsurers, employees, insurance support
organizations, and their representative to obtain information about me to
evaluate this application. This information may be about (a) age; (b) medical
history, condition and care; (c) physical and mental health; (d) income; (e)
other personal characteristics; and (f) other insurance. It includes the use of
alcohol, drugs, and tobacco.
    I authorize any physician, health care professional, hospital, clinic,
medical facility, the Veterans Administration, the MIB, Inc., employer, or other
insurance company to release information about me to Paragon Life or its
representatives on receipt of this authorization. Paragon Life or its
representatives may release this information about me to its reinsurers, MIB,
Inc., or other insurance company to whom I have applied or to whom a claim has
been made. No other release may be made except as allowed by law or I further
authorize.
    This form is valid for 30 months from the date it is signed. A photographic
copy is as valid as the original. I have a right to receive a copy of this upon
request.
    Dated at _________________________ on _____________________________ ________
                City and State                 Month         Day          Year

                                         _______________________________
                                         Signature of Applicant Employee

10352(4/92)

<PAGE>

APPLICATION FOR INSURANCE WITH:                     [PARAGON LOGO HERE]

ELIGIBILTY FOR INSURANCE COVERAGE UNDER THE
APPLICATION IS LIMITED TO EMPLOYEES ACTIVELY
AT WORK FOR WAGES. AT LEAST THIRTY 30 HOURS
PER WEEK ON THE DATE OF THIS APPLICATION AND
ON THE DATE OF ISSUE OF THE POLICY.

- --------------------------------------------------------------------------------
Are you now actively working for wages at least thirty (30) hours per week for
the Employer shown below?
        [_]  Yes     [_]  No        Date Employed
                                                 ---------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name
    -----------------------------------------------
(Proposed Insured)   Last    First   MI      Maiden

Mailing Address
               -----------------------------------------

               -----------------------------------------
                      City           State     Zip

Sponsoring Employer
                   ----------------------------

Job Location
            -----------------------------------


Social Security No:         -          -                 [_]  Male
                   ------------------------------------  [_]  Female

     Date of Birth       /       /
                   ---------------------

     Annual Salary
                   ---------------------

     Job Title/Classification
                             --------------------------

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

Beneficiary:                             Relationship:
            ----------------------------              ------------------------
           (Beneficiary will be Employee unless otherwise indicated)

Owner (Insured will be Owner unless otherwise indicated:
                                                        ------------------------
Owner
Mailing Address
               -----------------------------    Owner
(if other than Insured)                         Soc. Sec. No.     -       -
                                                             -------------------
               -----------------------------
               City            State   Zip
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------





- --------------------------------------------------------------------------------
33100
(6/91)

<PAGE>

- --------------------------------------------------------------------------------
HOME OFFICE ENDORSEMENT:
- ------------------------                    Plan # _____________________________

                                            Date of Issue_______________________

- --------------------------------------------------------------------------------
                                                    (Home Office Use Only)


- --------------------------------------------------------------------------------
Will the insurance applied for replace any existing life insurance or annuities?
          [_] Yes      [_] No

If "Yes", Detail _____________________________________________________________
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                         INTERIM INSURANCE DESCRIPTION

Any person who qualifies in all respects for guaranteed issue coverage shall be
considered covered on an interim basis from the date of application for the
amount of insurance applied for up to the applicable "GUARANTEED ISSUE AMOUNT".
If death is due to suicide on the basis stated in the policy, the Company's
liability under this interim insurance is limited to the return of the amount
paid or withheld.  Interim insurance ends on the earliest of the following
dates: (a) the date insurance begins on the policy applied for; (b) the date a
policy, other than applied for, is offered to the applicant; (c) the date the
Company notifies the applicant that the application for any proposed insured is
declined; (d) 60 days from the date of application; or (e) termination of
employment with the sponsoring employer.

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


- --------------------------------------------------------------------------------
I have read the above questions and answers. I declare that the answers are
Complete and true to the best of my knowledge and belief. I agree that this
application will be part of the policy, if one is issued.

I authorize Paragon Life, its reinsurers, employees, insurance support
organizations, and their representative to obtain information about me to
evaluate this application. This information may be about (a) age; (b) medical
history, condition and care; (c) physical and mental health; (d) income; (e)
other personal characteristics; and (f) other insurance. It includes the use of
alcohol, drugs, and tobacco.
I authorize any physician, health care professional, hospital, clinic, medical
facility, the Veterans Administration, the MIB, Inc., employer, or other
insurance company to release information about me to Paragon Life or its
representatives on receipt of this authorization. Paragon Life or its
representatives may release this information about me to its reinsurers, MIB,
Inc., or other insurance company to whom I have applied or to whom a claim has
been made. No other release may be made except as allowed by law or I further
authorize.
This form is valid for 30 months from the date it is signed. A photographic copy
is as valid as the original. I have a right to receive a copy of this upon
request.

Paragon Life, its reinsurers, insurance support organizations, and their
authorized representative, may obtain medical and other information in order to
evaluate my application for life insurance.  Application for insurance will not
be accepted without proper signatures.  A photocopy of this authorization is as
valid as the original.

I hearby authorize payroll deductions of any premiums to be paid for insurance
purchases form Paragon life Insurance Company.


Dated at __________________________ on ________________________________________
               City and State               Month         Day          Year

                                       ________________________________________
                                              Signature of Proposed Insured

Agent:  To the best of you knowledge is the
Insurance applied for intended to replace any existing life
Insurance or annuities?  [_] Yes   [_] No

___________________________________     _______________________________________
       Signature of Licensed                    Signature of Applicant
          Resident Agent                   (if other than Proposed Insured)

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

33100
(6/91)

<PAGE>


                                  Exhibit 13


                 FORM OF APPLICATION FOR EMPLOYEE INSURANCE SI
                          (Individual Policy, 10357)
<PAGE>

APPLICATION FOR                   [PARAGON LOGO]            EMPLOYEE APPLICATION
INSURANCE WITH:

                                            ELIGIBILTY FOR INSURANCE COVERAGE
                                            UNDER THE APPLICATION IS LIMITED TO
                                            EMPLOYEES ACTIVELY AT WORK FOR
                                            WAGES. AT LEAST THIRTY 30 HOURS PER
                                            WEEK ON THE DATE OF THIS APPLICATION

- --------------------------------------------------------------------------------
Are you now actively working for wages at least thirty (30) hours per week for
the Employer shown below?    [_] Yes    [_] No    Date Employed _____/____/_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Employee
Name___________________________________   Social Security No: _____-___-______
       Last    First   MI   Maiden
Mailing
Address________________________________   Date of Birth ___/___/___   [_] Male
            City     State     Zip
Daytime Phone
(______)_______________________________   Annual Salary ___________   [_] Female


Employer ______________________________   Job Location ________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Insurance Applied For:            [_] __________________ Child Insurance Rider
                                      Coverage per child (must be less than 18
                                      years old at issue)
___________________________
[_] Level    [_] Increasing       [_] Accidental Death Benefit
                                      for Amount of Insurance    _______________
                                                                     Frequency
___________________________
    Amount of Insurance          [_] Waiver of Monthly Deduction


__________________________     ___________________________     _________________
         Premium            +  Additional Benefits Premium  =    Total Premium
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Beneficiary:__________________________   Relationship:__________________________
            (Beneficiary will be Estate unless otherwise indicated)
   (Beneficiary for Child Rider will be as indicated in the rider provision)

Owner (Employee will be Owner unless otherwise indicated):______________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
HEALTH QUESTIONS  (PLEASE GIVE DETAILS TO "YES" ANSWERS IN REMARKS SECTION)

1.  Have you ever had or been advised to have surgery, or
    diagnosis or treatment for diabetes, heart disease or
    disorder, stroke, kidneys, respiratory or nervous system
    disorder, cancer, high blood pressure, or tumor?            [_] Yes   [_] No

2.  Have you been hospitalized at any time during the last
    five years?                                                 [_] Yes   [_] No

3.  Have you received treatment or joined an organization
    because of alcohol or drug use or been medically advised
    to do so?                                                   [_] Yes   [_] No

4.  a) Have you ever had or been treated or diagnosed by a
    member of the medical profession for AIDS (Acquired
    Immune Deficiency Syndrome) or ARC (AIDS Related
    Complex)?                                                   [_] Yes   [_] No

    b) Have you tested positive for antibodies to the AIDS
    (Human Immunodeficency Virus: HIV) virus?                   [_] Yes   [_] No

5.  Are you disable and/or not performing all of the duties
    of your occupation or profession?                           [_] Yes   [_] No

6.  Employee:    Height____________    Weight____________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
REMARKS:      (Use separate piece of paper of additional space is needed)

  ----------------------------------------------------------------------------
       Name and                     Nature
      Question #       Date      of Condition       Duration       Result
  ----------------------------------------------------------------------------




  ----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
Will the insurance applied for replace any existing
life insurance or annuities?                             [ ] Yes [ ] No

If "Yes", Detail_______________________________________________________

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

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

    I hereby authorize payroll deductions of any premiums to be paid for
insurance purchased from Paragon Life Insurance Company.

I have read the above questions and answers.  I declare that the answers are
complete and true to the best of my knowledge and belief.  I agree that this
application will be part of the policy, if one is issued.

    I authorize Paragon Life, its reinsurers, employees, insurance support
organizations, and their representative to obtain information about me to
evaluate this application.  This information may be about (a) age; (b) medical
history, condition and care; (c) physical and mental health; (d) income; (e)
other personal characteristics; and (f) other insurance.  It includes the use of
alcohol, drugs, and tobacco.

    I authorize any Physician, health care professional, hospital, clinic,
medical facility, the Veterans Administration, the MIB, Inc., employer, or other
insurance company to release information about me to Paragon Life or its
representatives on receipt of this authorization.  Paragon Life or its
representatives may release this information about me to its reinsurers, MIB,
Inc., or other insurance company to whom I have applied or to whom a claim has
been made.  No other release may be made except as allowed by law or I further
authorize.

    This form is valid for 30 months from the date it is signed.  A
photographic copy is as valid as the original.  I have a right to receive a copy
of this upon request.

Dated at _________________________ on ________________________________ ________
              City & State                Month        Day               Year

Agent:  To the best of your knowledge is
the insurance applied for intended to
replace any existing life
insurance or annuities?  [ ] Yes [ ] No          _______________________________
                                                 Signature of Applicant Employee

____________________________________
Signature of Licensed Resident Agent

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

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

HOME OFFICE ENDORSEMENT:                         Plan # ________________________
- ------------------------
                                                 Date of Issue__________________

                                                          (Home Office Use Only)

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

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

                            DECLINATION OF COVERAGE
I hereby certify that I have been given the opportunity to apply for the
insurance and after careful consideration have decided not to apply at this
time.  I also understand that a later application may require submission of
evidence of insurability and that as a result coverage may be denied at that
time.

______________________    ___________________________    _______________________
         Date             Employee Name (please print)    Signature of Employee

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

10357
(4/92)

<PAGE>


                                  Exhibit 14


                PROPOSED FORM OF APPLICATION SUPPLEMENT (10349)
<PAGE>
                            APPLICATION SUPPLEMENT

- --------------------------------------------------------------------------------
 1. Proposed Insured____________________________________________________________
                    Last                        First              MI     Maiden
 2. Date of Birth   /       /                   3. Sex: [_] Male   [_] Female

 4. Applicant (if other than proposed insured)_________________________________
                                              Last              First        MI
 5. Owner_______________________   6. Owner Social Security Number____-_____-__
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

         VARIABLE LIFE INFORMATION (REQUIRED IF APPLYING FOR FLEXIBLE
     PREMIUM VARIABLE LIFE INSURANCE - ___________________________________

 7. Premium Allocation (0 or minimum of 10%. Percentages must be total 100%):

    [_]   Cash Management Fund.............................._______ %
    [_]   High-Yield Bond Fund.............................._______ %
    [_]   Growth-Income Fund................................_______ %
    [_]   Growth Fund......................................._______ %
    [_]   U.S. Government/AAA-Rated Securities Fund........._______ %
    [_]   Asset Allocation Fund............................._______ %
    [_]   International Fund................................_______ %
    [_]   Bond Fund........................................._______ %
    [_]   Global Growth Fund................................_______ %
    [_]   Global Small Capitalization Fund.................._______ %

 8. Suitability Information:

    a. Have you received a prospectus for the policy/certificate
       applied for?   Yes [_]   No[_]
         Date of Prospectus:          /       /
         Date of any supplement:          /       /
    b. Do you understand that:
         (i)  the death benefit and cash surrender value will increase or
              decrease depending on investment experience, and
         (ii) there is no guaranteed cash surrender value or minimum
              death benefit?   [_] Yes   [_] No
    c. Do you believe that the policy/certificate applied for meets
       your insurance objectives and your anticipated financial
       needs?   [_] Yes   [_] No

 9. Signatures:  Dated at _________________________ on ________________________
                          City,           State    Month       Day         Year

 ________________   _______________________________
 Proposed Insured   Owner (if other than Applicant)

 __________________________________________
 Applicant (if other than Proposed Insured)

- --------------------------------------------------------------------------------
          This is a part of the application and will be part of the
                     policy/certificate, if one is issued.


10349                                 1a
(5/98)


<PAGE>


                                  Exhibit 15


                     ISSUE, TRANSFER, and REDEMPTION MEMO
<PAGE>

           Return Pursuant to Rule 418(b) of Regulation C under the
                             Securities Act of 1933

                         PARAGON LIFE INSURANCE COMPANY

                       DESCRIPTION OF ISSUANCE, TRANSFER
                         AND REDEMPTION PROCEDURES FOR
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                   Pursuant to Rule 6e-3(T)(b)(13)(v)(B)

                                      and

                       METHOD OF COMPUTING ADJUSTMENTS IN
                         PAYMENTS AND CASH VALUES UPON
                      CONVERSION TO FIXED BENEFIT POLICIES
                   Pursuant to Rule 6e-3(T)(b)(13)(v)(B)

     This document sets forth the administrative procedures that will be
followed by Paragon Life Insurance Company (the "Company") in connection with
the issuance of Flexible Premium Variable Life Insurance Policies for use in the
employer-sponsored marketing, the transfer of assets held thereunder, and the
redemption by Owners of their interests in such Policies. In circumstances where
a Group Contract is issued, Individual Policies or Certifications setting forth
or summarizing the rights and privileges of the Owners and/or Insured, will be
issued under the Group Contract. Individual policies can also be issued in
connection with employer-sponsored insurance programs in circumstances where a
Group Contract is not issued. The terms of the Certificate and the Individual
Policy, whether or not the Individual Policy is issued under a Group Contract,
are substantially the same and are collectively referred to as "Policy" or
"Policies". The document also explains the method that the Company will follow
in making a cash adjustment when a Policy is exchanged for a fixed benefit
insurance policy pursuant to Rule 6e3(T) (b) (13) (v) (B).

I.   PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF POLICIES

     Exhibit A attached to this document illustrates the flow of transactions
     involved in this process.

     A.   Premium Payments and Underwriting

     Premiums for the Policies will not be the same for all owners of Policies
("Owners"). Payment of or payroll deduction authorization for the initial
premium, together with a completed application, must be received by the Company
before a Policy will be issued. The Company requires that the initial premium
for a Policy be at least equal to one-twelfth of the planned annual premium.
Minimum first year planned annual premiums will be established.
<PAGE>

     Following the initial premium, subject to the limitations described below,
premiums may be paid in any amount and at any interval. For the first Policy
year, the amount of the planned premiums can be no less than the minimum annual
premium. We establish a billed or planned premium for each Policy. Although not
required, the typical payment of planned premiums is through payroll deduction
by the sponsoring employer while the Owner is employed. While the employee is a
part of the sponsoring employer relationship this is typically a monthly premium
or annual premium divided by thirteen. Failure to pay planned premiums, however,
will not itself cause the Policy to lapse.

     Once the employee is no longer eligible for group coverage (the group
arrangement is terminated or the employee's relationship with the sponsoring
employer ceases) the Policy will automatically continue on an individual basis.
Each Certificate is amended to make it an Individual Policy. The planned premium
billed quarterly, semiannually, or annually at the Owner's option. Premium
payments need not be made on this scheduled basis, however. This procedure is
only for Company billing.

     An Owner may make unscheduled premium payments at any time in any amount,
or skip planned premium payments, subject to the following limitations. Every
premium payment must be at lease $20. In no event may the total of all premiums
paid in any Policy year exceed the current maximum premium limitations for that
year established by Federal tax laws. The maximum premium limit for a Policy
year is the largest amount of premium that can be paid in that Policy year such
that the sum of the premiums paid under the Policy will not at any time exceed
the guideline premium limitations referred to on section 7702 (c) of the
Internal Revenue Code of 1986, as amended, or any successor provision. 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 or applied as otherwise agreed
and no further premiums will be accepted until allowed by the current maximum
premium limitations prescribed by Federal tax law. The Company may require
additional evidence of insurability if any premium payment would cause an
increase in the Policy's death benefit exceeding the premium received.

     Net premiums will be priced based upon the share price as of the close of
the day the premiums are received. We have two main methods of premium receipt
for premium received via payroll deduction method. If the employee is no longer
a part of the sponsoring employer or pays unscheduled premiums, these are
received by cash (or check). The first is through a sponsoring employer for a
lump-sum check attached to a list billing for each policyowner with the employer
or via an automated medium to verify the amount. The Company does not reconcile
receipts to billed amounts. We do verify that the amount received matches the
supporting data indicating the amount paid per individual. For receipts received
through a sponsoring employer, allocations among multiple policies for one
employee Owner are made for the employee Owner based upon the following
procedure. Premiums are applied as billed for the spouse Policy (where employee
is ___________ but not the insured), and the balance of the amount received is
allocated to the employee's Policy.
<PAGE>

     A Policy will remain in force so long as the cash surrender value is
sufficient to pay the monthly deduction. Thus, the amount of a premium, if any,
that must be paid to keep the Policy in force depends upon the cash value of the
Policy, which in turn depends upon on such factors as the investment experience
and the cost of insurance charge. The cost of insurance rate utilized in
computing the cost of insurance charge will not be the same for each insured.
The chief reason is that the principle if pooling and distribution of mortality
risks is based in the assumption that each insured incurs an insurance rate
commensurate with his mortality risks which is actuarially determined based on
such factors as attained age and rate class. Accordingly, while not all insured
will be subject to the same cost of insurance rate, there will be a single
"rate" for all insures in a given actuarial category.

     Current cost of insurance rates will be determined by the Company based
upon expectations as to future mortality experience. The cost of insurance rates
are guarenteed not to exceed rates based upon 125% of the Commissioners' 1980
Standard Ordinary Mortality Table C.

     The Policies will be offered and sold pursuant to established underwriting
standards and in accordance with state insurance laws. State insurance laws may
prohibit unfair discrimination among insured but recognize that premiums may be
based upon factors such as age, sex, health, and occupation.

     B.  Application and Initial Premium Processing

     Upon receipt of a completed application, the Company will follow certain
insurance underwriting (e.g., evaluation of risks) procedures designed to
determine whether the applicant is insurable. The process may involve such
verification procedures as Medical Information Bureau and may require that
further information be provided by the proposed insured before a determination
can be made. A Policy will not be issued until the underwriting procedure has
been completed.

     The underwriting will be based upon the particular application received.
The first time an employee is given the opportunity to purchase a Policy, the
applicant may qualify for guaranteed issue if he/she is actively at work and has
not missed 10 consecutive days or a total of 30 days of work within the past
year. No medical or paramedical examination is required. The maximum face amount
that an employee can generally apply for under the guaranteed issue procedure is
three times the employee's salary up to a ceiling that is based in the number of
eligible employees under a group arrangement.

     Where the face amount exceeds the guaranteed issue limits, where the Policy
has been offered previously to the employee, or where the guaranteed issue
requirements set for the in the application are not met, the employee must
submit to a simplified underwriting procedure which requires the employee to
respond satisfactorily to certain health questions must be answered if, in
connection with the issuance of any spouse of children's rider, if the employee
is not eligible for guaranteed issue underwriting, or, even when the employee is
eligible, if the spouse or child does not satisfy the guaranteed issue
requirements set forth in the application. However, regardless of which
underwriting procedure is used, acceptance of an application is subject to the
Company's underwriting rules, and the Company reserves the right to reject an
application for any reason.
<PAGE>

I.   REDEMTION PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

     Set forth below is a summary of the principal Policy provisions and
administrative procedures which might be deemed to constitute, either directly
or indirectly, a "redemption" transaction. The summary shows that because of the
insurance nature of the Policies, the procedures involved necessarily differ in
certain significant respects from the redemption procedures for mutual funds and
contractual plans.

     A.  Surrenders and Partial Withdrawals

     At any time during the lifetime of the insured and while a Policy is in
effect, the Owner may surrender or make a partial withdrawal under, the Policy
by sending a written request to the Company. The amount available for surrender
is the cash surrender value at the end of the valuation period during which the
surrender request is received at the Company's home office. Amounts payable upon
surrender of a partial withdrawal will ordinarily be paid within seven days of
receipt of the written request.

     If the Policy is being surrendered, the Policy itself must be returned to
the Company along with the request. If the Policy cannot be returned, a lost
policy affidavit is required. Upon surrender, the Company will pay the cash
surrender value (the cash value less any indebtedness or surrender charge).
Surrender proceeds will be paid in a single sum. Coverage under a Policy will
terminate as the date of surrender.

     After the first Policy year, an Owner may make up to one partial withdrawal
each Policy month from the Separate Account. The total amount of a partial
withdrawal request, net of any applicable surrender charges, must be at least
$500 of the Policy's cash value if smaller. The minimum amount that can be
withdrawn from any one division is $50, or the cash value in the division, if
smaller. The maximum amount that may be withdrawn from a division is the
Policy's cash value in that division. The total that may be obtained by partial
withdrawal including the partial withdrawal transaction charge is the Loan
Value. A transaction charge equal to the lesser of $25 or two percent of the
amount withdrawn applies to each partial withdrawal.

     The Owner may allocate the amount withdrawn, subject to the above
conditions, among the divisions of the Separate Account. If no allocation is
specified, then the partial withdrawal will be allocated among the division of
the Separate Account in the same proportion that the Policy's cash value in each
Division bears to the total cash value of the Policy, less the cash value in the
Loan Account, on the date the request for the partial withdrawal is received.

     Generally, any surrender charge imposed in connection with a partial
withdrawal and any transaction charge will be allocated among the divisions of
the Separate Account in the same proportion as the partial withdrawal is
allocated. An Owner may request, however, that a surrender charge applicable to
an amount withdrawn from a division be paid from the cash value in another
division. No amount may be withdrawn that would result in there being
insufficient cash value to meet any surrender charge that would be payable
immediately following the withdrawal upon the surrender of the remaining cash
value.
<PAGE>

     The death benefit will be affected by a partial withdrawal. If Option A is
in effect and the death benefit equals the face amount, then a partial
withdrawal will decrease the face amount by an amount equal to the partial
withdrawal plus the applicable surrender charge resulting from the change in
face amount. If the death benefit is based on a percentage of the cash value,
then a partial withdrawal will decrease the face amount by the amount by which
the partial withdrawal plus the applicable surrender charge exceeds the
difference between the death benefit and the face amount. If Option B is in
effect, the face amount will not change.

     The face amount remaining in force after a partial withdrawal may not be
less than $25,000 or the applicable minimum issue amount. Any request for a
partial withdrawal that would reduce the face amount below this amount will not
be implemented. Partial withdrawals will be applied first to reduce the initial
face amount and the to each increase in face amount in order, starting with the
first increase.

     If a Policy is surrendered, the surrender charge, of any, will be a
percentage of premiums paid during the first Policy year up to the guideline
annual premium for the Policy. The charge decreases evenly each year to zero (0)
at the end of ten Policy years. Additional surrender charges will be deducted if
the Policy is surrendered following one or more increases in face amount. The
surrender charge applicable to each increase will be a percentage of the lesser
of premiums associated with the increase which are received within 12 Policy
months of the increase and the guideline annual premium for the increase. The
surrender charge applicable to an increase in face amount decreases evenly each
year to zero at the end of ten years from the effective date of the increase.

     A surrender charge also will apply to any decrease in face amount. The
amount of the surrender charge assessed because of a decrease in face amount is
a portion of the surrender charge that would be deducted upon surrender of
lapse. The portion is based on the relationship between the decrease in face
amount and face amount before the decrease.

     B.  Changes in Face Amount

     An Owner may increase or decrease the face amount of a Policy (without
changing the death benefit option) once each Policy year after the first Policy
anniversary. A written request is required for a change in the face amount. Any
change is subject to the following conditions:

     1.   Any decrease will become effective on the monthly anniversary on or
          next following receipt of the written request.

     2.   The minimum decrease allowed is $5,000, and the face amount may not be
          decreased below $25,000. If, following the decrease in face amount,
          the Policy would not comply with maximum premium limitations required
          by Federal tax law, the decrease may be limited or cash value may be
          returned to the Owner, at his or her election, to the extent necessary
          to meet these requirements. Any decrease will reduce the face amount
          in the following order:

               a.  The face amount provided by the most recent increase:

               b.  The next most recent increases successively; and
<PAGE>

               c.  The initial face amount.

     1.   For an increase in the face amount, the Company required that
          satisfactory evidence if insurability be submitted. If approved, the
          increase will become effective as of the monthly anniversary following
          receipt of satisfactory evidence of insurability. In addition, the
          insureds must have and attained age of not greater that 80 on the
          effective date of the increase. The increase may not be less than
          $5,000.

A.   Change in Death Benefit Option

     After the first Policy Anniversary, the Owner may request in writing to
change the death benefit option. If the request is to change from Option A to
Option B, the face amount will be decreased by the amount of the cash value.
Evidence of insurability satisfactory to the Company will be required on a
change from Option A to Option B. The change cannot be made if it would result
in a face amount of less than $5,000. If the request is to change from Option B
to Option A, the face amount will be increase by the amount to the cash value.
The effective date of a change will be the monthly anniversary on or following
the date the request for change is received by the Company. A change from Option
A to Option B may result in the application of a surrender charge since the
change would result in a decrease in face amount.

B.   Benefit Claims

     While the Policy remains in force, the Company will pay a death benefit to
the named beneficiary in accordance with the designated death benefit option
within seven days after receipt in its home office of due proof of death of the
insured. Payment of death benefits may be postponed under certain circumstances,
such as the New York Stock Exchange being closed for reasons other than
customary weekend and holiday closings.

     The amount of the death benefit is determined at the end of the valuation
period during which the insured dies. The amount of the death benefit will never
be less than the current face amount of the Policy as long as the Policy remains
in force. The proceeds will be reduced by any outstanding indebtedness. The
proceeds will be increased by the amount of the monthly cost of insurance for
the portion of the month from the date of death to the end of the month. The
death benefit may exceed the face amount of the Policy depending on the death
benefit option in effect, the cash value of the Policy, and the applicable
percentage in effect at the date of death. Under Option A, the death benefit is
the greater of the face amount to the cash value on the date of death multiplied
by the applicable percentage. Under Death Benefit Option B, the death benefit is
equal to the face amount plus the cash value in the date of death or, if
greater, the applicable percentage (as per Option A) of the cash value on the
date of death.

     If the insured is living on the maturity date (the date on which the
insured reaches attained age 95), the Company will pay the greater of the face
amount and the cash surrender value of the Policy on the maturity date.
<PAGE>

     Death benefit proceeds may be paid in a single sum, or under one of the
settlement options described in the Policy. The election may be made by the
Owner during the insured's lifetime, or, if no election is in effect at death,
by the beneficiary. An option is available only if the proceeds to be applied
are $5,000 or more. The settlement options are subject to the restrictions and
limitation set forth in the Policy.

C.   Policy Loans

     After the first Policy anniversary, the Owner may, by written request to
the company, borrow an amount up to the loan value of the Policy, with the
Policy serving as sole security for such loan. The loan value is equal to 85% of
the cash value of the Policy on the date the Policy loan is requested, reduced
by the amount of any existing loans and interest payable on those loans, and any
surrender charges. The minimum amount that may be borrowed is $100. Any amount
due to an owner under a loan ordinarily will be paid within seven days after the
Company received a loan request at its home office, although payments may be
postponed under certain circumstances.

     When a loan is made, cash value equal to the amount of the loan will be
transferred to the "Loan Account" (part of the Company's general assets) as
security for the loan. Unless the Owner requests a different allocation, amounts
will be transferred from the divisions of the Separate Account in the same
proportion that the Policy's cash value in each division bears to the total cash
value, less the cash value in the Loan Account. Cash value transferred to the
Loan Account will accrue interest daily at an annual rate of 5%. The interest
rate charged will be 8%.

     A Policy loan may be repaid in while or in part at any time prior to the
death of the insured and as long as a Policy is in effect. When a loan repayment
is made, an amount securing the indebtedness in the Loan Account equal to the
loan repayment will be transferred to the divisions of the Separate Account in
the same proportion that cash value in the Land Account bears to the cash value
in each Loan Subaccount. A Loan Subaccount exists for each Division of the
Separate Account.

III. TRANSFERS

     The Separate Account currently has five divisions. Under the Company's
current rules, a Policy's cash value, except amount credited to the Loan
Account, may be transferred amount the divisions of the Separate Account.
Requests for transfers from or among divisions of the Separate Account must be
in writing and may be made once each Policy month. Transfers must be in amount
at least $250 or, if smaller, the Policy's cash value in a division. The Company
will effectuate transfers and determine all values in connection with transfers
as of the end of the valuation period during which the transfer request is
received.

     The Company currently intends to continue to permit transfers for the
foreseeable future. The Policy provides that the Company may be at any time
modify the transfer privilege, including the minimum amount transferable, and
may in the future impose a charge of no more than $25 per transfer request.
<PAGE>

IV.  REFUNDS

     A.   Right to Examine Policy Period

     An Owner may cancel a Policy within the latest of 20 days after receiving
it, 45 days after the application was signed, or 10 days of mailing a notice of
the cancellation right. If a Policy is canceled within this time period, a
refund will be paid. The refund will equal all premiums paid under the Policy.

     The Company will apply premiums to the divisions of the separate account as
initially requested. Any refund of premiums due to the "free look" provisions
would be paid from the separate account. Any insufficiencies in funds from the
Separate Account will be paid from our general assets.

     To cancel the Policy, the Owner must mail or deliver the Policy directly to
the Company. A refund of premiums paid by check may be delayed until the check
has cleared the Owner's bank.

     A request for an increase in face amount may also be canceled. The request
for cancellation must be made within the latest of 20 days from the date the
Owner received the new Policy specifications page from the increase, 45 days
after the application for the increase was signed, or 10 days of mailing the
right to cancellation notice.

     Upon cancellation of an increase, the Owner may request that the Company
refund the amount of the additional shares deducted in connection with the
increase. This will equal the amount by which the monthly deductions since the
increase went into effect exceeded the monthly deductions which would have been
made absent the increase.

     If no request is made, the Company will increase the Policy's cash value by
the amount of these additional charges. This amount will be allocated among the
divisions of the Separate Account in the same manner as it was deducted.

     B.   Suicide

     In the event the insured commits suicide, whether sane or insane, within
two years of the issue date (or within the maximum period permitted by the laws
of the state in which the policy was delivered, if less than two years), the
amount payable will be limited to the return of premiums paid, less any
indebtedness or partial withdrawals. In the event of suicide within two years of
the effective date of any increase in face amount, the death benefit for that
increase will be limited to the amount of the monthly deduction for the
increase.

     C.   Incontestability Clause

     The Policy is incontestable after it has been in force for two years from
the issue date during the lifetime of the insured. An increase in the face
amount or addition of a rider after the issue date is incontestable after such
increase or addition has been in force for two years from its effective data
during the lifetime of the insured. Any reinstatement of a Policy is
incontestable, except for nonpayment of premiums, only after it has been in
<PAGE>

force during the lifetime of the insured for two years after the effective data
of the reinstatement.

     D.   Misstatement of Age.

     If the age of the insured has been misstated in the application, the amount
of the death benefit will be that which the most recent cost of insurance charge
would have purchased for the correct age.


V.   METHOD OF COMPUTING EXCHANGE ADJUSTMENTS PURSUANT TO PARAGRAPH (b) (13) (V)
     (B) of Rule 6e-3(T) UNDER THE INVESTMENT COMPANY ACT OF 1940.

     Once during the first 24 Policy months following the issue date of the
Policy, the Owner may, upon written request, convert a Policy still in force to
a life insurance policy that provides for benefits that do not vary with the
investment return of the divisions of the Separate Account. No evidence of
insurability will be required with this right is exercised. However, the Company
will require that the Policy be in force and that the Owner repay any existing
indebtedness. At the time of the conversion, the new Policy will have, at the
Owner's option, either the same death benefit or the same net amount at risk as
the original Policy. The new Policy will also have the same issue date and issue
age as the original Policy. The premiums for the new Policy will be based on the
company's rates in effect for the same issue age and rate class as the original
Policy.

     In addition, once during the first 24 Policy months following the effective
date of a requested increase in face amount (i.e., an increase that is not the
result of a change in death benefit options), the Owner may, upon written
request, convert the amount of the increase in face amount to a life insurance
policy which also provides for fixed benefits. Premiums under the new contract
will be based on the Company's rates in effect for the same issue age and rate
class of the insured as were applied on the effective date of the increase in
the face amount. The conditions and principles, described above, which are
applicable to a conversion of the entire Policy, will be equally applicable to
the conversion of an increase in face amount to a fixed-benefit policy.


<PAGE>


                                  Exhibit 16


                  OPINION AND CONSENT of MATTHEW P. MCCAULEY,
          ESQUIRE, GENERAL COUNSEL of PARAGON LIFE INSURANCE COMPANY
<PAGE>

                                          5 April 1989



Paragon Life Insurance Company
100 South Brentwood
St. Louis, MO 63105

                                     RE:  Registration Statement #33-18341
                                          Paragon Life Insurance Company

Gentlemen:

   This opinion is furnished in connection with the offering of certain group
variable life insurance contracts ("Group Contracts") and certain individual
variable life insurance contracts ("Individual Contracts") (collectively,
"Contract") under Registration Statement No. 33-18341, and Post-Effective
Amendment No. 1, filed by Paragon Life Insurance Company ("Paragon") and
Separate Account A of Paragon Life Insurance Company (the "Separate Account")
under the Securities Act of 1933, as amended (the "Act").

   I am the Vice President and General Counsel of Paragon, and in such capacity
I am familiar with Paragon's Articles of Incorporation and By-Laws and have
reviewed all statements, records, instruments and documents which I have deemed
it necessary to examine for the purpose of this opinion. I have examined the
form of registration statement to be filed with the Securities and Exchange
Commission on Form S-6 in connection with the registration, under the Act, of
the Contracts. I supervised the establishment of the Separate Account on October
30, 1987, by the Board of Directors of Paragon as a Separate Account for assets
designed to support the Contracts. I am familiar with the proceedings taken and
proposed to be taken in connection with the authorization, issuance and sale of
the Contracts. Based upon a review of these documents and such laws that I
consider appropriate, I am of the opinion that:

   1.  Paragon is validly organized and in good standing under the laws of the
       State of Missouri and a validly existing corporation.

   2.  The Separate Account is duly created and validly existing as a Separate
       Account pursuant to the provisions of Section 309 of Chapter 376 of the
       Revised Statutes of Missouri.

   3.  Both the Group Contracts and the Individual Contracts to be issued
       pursuant to the terms of the Registration Statement, as amended, have
       been duly authorized and, when issued and delivered as provided therein,
       will constitute legal, validly issued, and binding obligations of Paragon
       in accordance with their terms.
<PAGE>

   4.  To the extent so provided in the Contracts, the portion of the assets to
       be held in the Separate Account equal to the reserves and liabilities
       under the Contracts will not be chargeable with liabilities arising out
       of any other business Paragon may conduct.

   5.  General American Life Insurance Company's resolution dated 23, March 1989
       stating that it will assume all policies issued by Paragon, honor all
       guarantees in said policies, and make determinations with respect to the
       non-guaranteed aspects of Paragon's policies as if they were issued by
       General American Life Insurance Company in the event Paragon ceases to be
       a life insurance subsidiary of General American Life Insurance Company,
       does not constitute a guarantee of the investment experience or cash
       values of any Contract issued by Paragon.

   6.  The disclosure in the Registration Statement regarding the resolution
       described in item 5 has been prepared or reviewed by me, and is fair,
       correct, and complete in all material respects.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.

                                 Respectfully submitted,

                                 /s/  Matthew P. McCauley

                                 Matthew P. McCauley
                                 Vice President and
                                 General Counsel

<PAGE>

                                   Exhibit 17


          OPINION AND CONSENT OF CRAIG K. NORDYKE, F.S.A., M.A.A.A.,
                  EXECUTIVE VICE PRESIDENT AND CHIEF ACTUARY
<PAGE>

                                        RE:  33-18341


Gentlemen:

In my capacity as Executive Vice President and Chief Actuary of Paragon Life
Insurance Company, I have provided actuarial advice concerning: (a) the
preparation of a registration statement for Separate Account A filed on Form S-6
with the Securities and Exchange Commission under the Securities Act of 1933
(the "Registration Statement") regarding the offer and sale of flexible premium
variable life insurance policies (the "Policies"); and (b) the preparation of
policy forms for the Policies described in the Registration Statement.

It is my professional opinion that:

   1. The illustrations of cash values, cash surrender values, death benefits,
      and accumulated premiums in the Appendix to the prospectus contained in
      the Registration Statement, are based on the assumptions stated in the
      illustration, and are consistent with the provisions of the Policies. The
      rate structure of the Policies has not been designed so as to make the
      relationship between premiums and benefits, as shown in the illustrations,
      appear to be more favorable to prospective purchasers of Policies aged 40
      in the rate class illustrated than to prospective purchasers of Policies
      at other ages.

   2. The information contained in the examples set forth in the section of the
      prospectus entitled "Death Benefits", is based on the assumption stated in
      the examples, and is consistent with the provisions of the Policies.

I hereby consent to the filing of this opinion as an exhibit to the Post-
Effective Amendment No. 12 to the Registration Statement and to the use of my
name under the heading "Experts" in the prospectus.



                              /s/ Craig K. Nordyke
                              Craig K. Nordyke, FSA, MAAA
                              Executive Vice President and Chief Actuary

<PAGE>

                                   Exhibit 18

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
<PAGE>

                         Independent Auditors' Consent

The Board of Directors
Paragon Life Insurance Company

We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the Registration Statement and Prospectus
of Separate Account A of Paragon Life Insurance Company.


                                       KPMG LLP

St. Louis, Missouri

April 28, 2000

<PAGE>

                                  Exhibit 19


              WRITTEN CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP


<PAGE>


                                  April 25, 2000


Board of Directors
Paragon Life Insurance Company
100 South Brentwood Boulevard
St. Louis, Missouri  63105

Ladies and Gentlemen:

     We hereby consent to the reference to our name under the caption "Legal
matters" in the Prospectus filed as part of Post-Effective Amendment No. 12 to
the registration statement on Form S-6 for Separate Account A of Paragon Life
Insurance Company (File No. 33-18341). In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933.

                                        Very truly yours,

                                        SUTHERLAND ASBILL & BRENNAN LLP


                                        By: /s/ Stephen E. Roth
                                            -------------------------
                                            Stephen E. Roth

<PAGE>


                                  Exhibit 20


                              POWERS OF ATTORNEY
<PAGE>

                               POWER OF ATTORNEY
                               -----------------

I, the undersigned, as a director of officer of Paragon Life Insurance Company,
hereby constitute Matthew P. McCauley, Carl H. Anderson, and Craig K. Nordyke,
and each of them singly, with full power to them and each of them singly to sign
for me, and in my name and in the capacity mentioned below, any and all
Registration Statements, documents, instruments, and exhibits related thereto,
and any and all amendments to Registration Statements filed with the Securities
and Exchange Commission for the purpose of registering Variable Contracts issued
by Paragon Life Insurance Company, and I hereby ratify and confirm my signature
as it may be signed by the above-mentioned people to said Registration
Statements and to any and all amendments thereto.

Witness my hand on the date set forth below.

<TABLE>
<CAPTION>
        Signature                       Title                  Date
        ---------                       -----                  ----
<S>                          <C>                             <C>
/s/ Carl H. Anderson                  President              2/3/1989
- -------------------------    ----------------------------    --------


Carl H. Anderson
- -------------------------
Name (printed or typed)
</TABLE>

<PAGE>

                               POWER OF ATTORNEY
                               -----------------

I, the undersigned, as a director of officer of Paragon Life Insurance Company,
hereby constitute Matthew P. McCauley, Carl H. Anderson, and Craig K. Nordyke,
and each of them singly, with full power to them and each of them singly to sign
for me, and in my name and in the capacity mentioned below, any and all
Registration Statements, documents, instruments, and exhibits related thereto,
and any and all amendments to Registration Statements filed with the Securities
and Exchange Commission for the purpose of registering Variable Contracts issued
by Paragon Life Insurance Company, and I hereby ratify and confirm my signature
as it may be signed by the above--mentioned people to said Registration
Statements and to any and all amendments thereto.

Witness my hand on the date set forth below.

<TABLE>
<CAPTION>
        Signature                       Title                  Date
        ---------                       -----                  ----
<S>                          <C>                             <C>
/s/ Richard A. Liddy                   Director              2/2/1989
- -------------------------    ----------------------------    --------


Richard A. Liddy
- -------------------------
Name (printed or typed)
</TABLE>

<PAGE>

                               POWER OF ATTORNEY
                               -----------------

I, the undersigned, as a director of officer of Paragon Life Insurance Company,
hereby constitute Matthew P. McCauley, Carl H. Anderson, and Craig K. Nordyke,
and each of them singly, with full power to them and each of them singly to sign
for me, and in my name and in the capacity mentioned below, any and all
Registration Statements, documents, instruments, and exhibits related thereto,
and any and all amendments to Registration Statements filed with the Securities
and Exchange Commission for the purpose of registering Variable Contracts issued
by Paragon Life Insurance Company, and I hereby ratify and confirm my signature
as it may be signed by the above--mentioned people to said Registration
Statements and to any and all amendments thereto.

Witness my hand on the date set forth below.

<TABLE>
<CAPTION>
        Signature                       Title                  Date
        ---------                       -----                  ----
<S>                          <C>                             <C>
                             Vice President,
/s/ Mathew P. McCauley       General Counsel and Director    2/2/1989
- -------------------------    ----------------------------    --------


Mathew P. McCauley
- -------------------------
Name (printed or typed)
</TABLE>

<PAGE>

                               POWER OF ATTORNEY
                               -----------------

I, the undersigned, as a director of officer of Paragon Life Insurance Company,
hereby constitute Matthew P. McCauley, Carl H. Anderson, and Craig K. Nordyke,
and each of them singly, with full power to them and each of them singly to sign
for me, and in my name and in the capacity mentioned below, any and all
Registration Statements, documents, instruments, and exhibits related thereto,
and any and all amendments to Registration Statements filed with the Securities
and Exchange Commission for the purpose of registering Variable Contracts issued
by Paragon Life Insurance Company, and I hereby ratify and confirm my signature
as it may be signed by the above--mentioned people to said Registration
Statements and to any and all amendments thereto.

Witness my hand on the date set forth below.

<TABLE>
<CAPTION>
        Signature                       Title                  Date
        ---------                       -----                  ----
<S>                          <C>                             <C>
/s/ Phillip A. Schorr                  Director              2/2/1989
- -------------------------    ----------------------------    --------


Phillip A. Schorr
- -------------------------
Name (printed or typed)
</TABLE>

<PAGE>

                               POWER OF ATTORNEY
                               -----------------

I, the undersigned, as a director of officer of Paragon Life Insurance Company,
hereby constitute Matthew P. McCauley, Carl H. Anderson, and Craig K. Nordyke,
and each of them singly, with full power to them and each of them singly to sign
for me, and in my name and in the capacity mentioned below, any and all
Registration Statements, documents, instruments, and exhibits related thereto,
and any and all amendments to Registration Statements filed with the Securities
and Exchange Commission for the purpose of registering Variable Contracts issued
by Paragon Life Insurance Company, and I hereby ratify and confirm my signature
as it may be signed by the above--mentioned people to said Registration
Statements and to any and all amendments thereto.

Witness my hand on the date set forth below.

<TABLE>
<CAPTION>
        Signature                       Title                  Date
        ---------                       -----                  ----
<S>                          <C>                             <C>
/s/ Dean E. Williams                   Director              2/2/1989
- -------------------------    ----------------------------    --------


Dean E. Williams
- -------------------------
Name (printed or typed)
</TABLE>

<PAGE>

                               POWER OF ATTORNEY
                               -----------------

I, the undersigned, as a director of officer of Paragon Life Insurance Company,
hereby constitute Matthew P. McCauley, Carl H. Anderson, and Craig K. Nordyke,
and each of them singly, with full power to them and each of them singly to sign
for me, and in my name and in the capacity mentioned below, any and all
Registration Statements, documents, instruments, and exhibits related thereto,
and any and all amendments to Registration Statements filed with the Securities
and Exchange Commission for the purpose of registering Variable Contracts issued
by Paragon Life Insurance Company, and I hereby ratify and confirm my signature
as it may be signed by the above--mentioned people to said Registration
Statements and to any and all amendments thereto.

Witness my hand on the date set forth below.

<TABLE>
<CAPTION>
        Signature                       Title                  Date
        ---------                       -----                  ----
<S>                          <C>                             <C>
/s/ Phillip A. Schorr                  Director              2/2/1989
- -------------------------    ----------------------------    --------


Phillip A. Schorr
- -------------------------
Name (printed or typed)
</TABLE>

<PAGE>

                               POWER OF ATTORNEY
                               -----------------

I, the undersigned, as a director of officer of Paragon Life Insurance Company,
hereby constitute Matthew P. McCauley, Carl H. Anderson, and Craig K. Nordyke,
and each of them singly, with full power to them and each of them singly to sign
for me, and in my name and in the capacity mentioned below, any and all
Registration Statements, documents, instruments, and exhibits related thereto,
and any and all amendments to Registration Statements filed with the Securities
and Exchange Commission for the purpose of registering Variable Contracts issued
by Paragon Life Insurance Company, and I hereby ratify and confirm my signature
as it may be signed by the above--mentioned people to said Registration
Statements and to any and all amendments thereto.

Witness my hand on the date set forth below.

<TABLE>
<CAPTION>
        Signature                       Title                  Date
        ---------                       -----                  ----
<S>                          <C>                             <C>
                             Vice President, Employer
                             Sponsored Mass Marketing
/s/ Sharon L. Baysinger      And Director                    2/4/1989
- -------------------------    ----------------------------    --------


Sharon L. Baysinger
- -------------------------
Name (printed or typed)
</TABLE>

<PAGE>

                               POWER OF ATTORNEY
                               -----------------

I, the undersigned, as a director of officer of Paragon Life Insurance Company,
hereby constitute Matthew P. McCauley, Carl H. Anderson, and Craig K. Nordyke,
and each of them singly, with full power to them and each of them singly to sign
for me, and in my name and in the capacity mentioned below, any and all
Registration Statements, documents, instruments, and exhibits related thereto,
and any and all amendments to Registration Statements filed with the Securities
and Exchange Commission for the purpose of registering Variable Contracts issued
by Paragon Life Insurance Company, and I hereby ratify and confirm my signature
as it may be signed by the above--mentioned people to said Registration
Statements and to any and all amendments thereto.

Witness my hand on the date set forth below.

<TABLE>
<CAPTION>
        Signature                       Title                  Date
        ---------                       -----                  ----
<S>                          <C>                             <C>
/s/ H. Edwin Trusheim                  Director              2/3/1989
- -------------------------    ----------------------------    --------


H. Edwin Trusheim
- -------------------------
Name (printed or typed)
</TABLE>

<PAGE>

                               POWER OF ATTORNEY
                               -----------------

I, the undersigned, as a director of officer of Paragon Life Insurance Company,
hereby constitute Matthew P. McCauley, Carl H. Anderson, and Craig K. Nordyke,
and each of them singly, with full power to them and each of them singly to sign
for me, and in my name and in the capacity mentioned below, any and all
Registration Statements, documents, instruments, and exhibits related thereto,
and any and all amendments to Registration Statements filed with the Securities
and Exchange Commission for the purpose of registering Variable Contracts issued
by Paragon Life Insurance Company, and I hereby ratify and confirm my signature
as it may be signed by the above--mentioned people to said Registration
Statements and to any and all amendments thereto.

Witness my hand on the date set forth below.

<TABLE>
<CAPTION>
        Signature                       Title                  Date
        ---------                       -----                  ----
<S>                          <C>                             <C>
/s/ Leonard M. Rubenstein       Director and Treasurer       2/3/1989
- -------------------------    ----------------------------    --------


Leonard M. Rubenstein
- -------------------------
Name (printed or typed)
</TABLE>

<PAGE>

                               POWER OF ATTORNEY
                               -----------------

I, the undersigned, as a director of officer of Paragon Life Insurance Company,
hereby constitute Matthew P. McCauley, Carl H. Anderson, and Craig K. Nordyke,
and each of them singly, with full power to them and each of them singly to sign
for me, and in my name and in the capacity mentioned below, any and all
Registration Statements, documents, instruments, and exhibits related thereto,
and any and all amendments to Registration Statements filed with the Securities
and Exchange Commission for the purpose of registering Variable Contracts issued
by Paragon Life Insurance Company, and I hereby ratify and confirm my signature
as it may be signed by the above--mentioned people to said Registration
Statements and to any and all amendments thereto.

Witness my hand on the date set forth below.

<TABLE>
<CAPTION>
        Signature                       Title                  Date
        ---------                       -----                  ----
<S>                          <C>                             <C>
/s/ Helen Couranz                      Director              2/3/1989
- -------------------------    ----------------------------    --------


Helen Couranz
- -------------------------
Name (printed or typed)
</TABLE>




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