SECURITY LIFE SEPARATE ACCOUNT L1
485B24F, 1997-05-01
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<PAGE>

        
    
     As filed with the Securities and Exchange Commission on May 1, 1997     
                                                       Registration No. 33-74190

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               _________________
                                   FORM S-6
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2

    
                        Post-Effective Amendment No. 4     
                               _________________
                       SECURITY LIFE SEPARATE ACCOUNT L1
                             (Exact Name of Trust)

                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                              (Name of Depositor)
                                 1290 Broadway
                          Denver, Colorado 80203-5699
             (Address of Depositor's Principal Executive Offices)

    
<TABLE>
<CAPTION>
                                             Copy to:
<S>                                          <C>
GARY W. WAGGONER, ESQ.                       DIANE E. AMBLER, ESQ.
Security Life of Denver Insurance Company    Mayer, Brown & Platt
1290 Broadway                                2000 Pennsylvania Avenue, N.W.
Denver, Colorado 80203-5699                  Washington, D.C.  20006-1882
(Name and Address of Agent for Service)      (202) 778-0641
</TABLE>     

    
It is proposed that this filing will become effective:
     ___  on (date) pursuant to paragraph (a) of Rule 485
     ___  60 days after filing pursuant to paragraph (a) of Rule 485
      X   on May 1, 1997 pursuant to paragraph (b) of Rule 485
     ----                                                     
     ___  immediately upon filing pursuant to paragraph (b) of Rule 485
     ___  this post-effective amendment designates a new effective date for a
           previously filed post-effective amendment     

Title and amount of securities being registered:  Interests under variable life
insurance policies.

Approximate Date of Proposed Public Offering:  As soon as practical after the
effective date.

         

    
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has registered an indefinite amount of securities.  Registrant filed its Form
24f-2 on  March 3, 1997 for its most recent fiscal year ending December 31,
1996.     
<PAGE>
 
             SECURITY LIFE SEPARATE ACCOUNT L1 (File No. 33-74190)
                             Cross-Reference Table

<TABLE>
<CAPTION>
Form N-8B-2 Item No.         Caption in Prospectus
- --------------------         ---------------------
<S>                          <C>
1, 2                         Cover; Security Life of Denver Insurance Company;
                             Security Life Separate Account L1
 
3                            Inapplicable
 
4                            Security Life of Denver Insurance Company
 
5, 6                         Security Life Separate Account L1
 
7                            Inapplicable
 
8                            Financial Statements
 
9                            Inapplicable
 
10(a), (b), (c), (d), (e)    Policy Summary; Policy Values; Determining the
                             Value You Have in the Divisions of the Variable
                             Account; Charges, Deductions and Refund; Surrender;
                             Partial Withdrawals; The Guaranteed Interest
                             Division; Transfers of Account Values; Right to
                             Exchange Policy; Lapse; Reinstatement; Premiums
 
10(f)                        Voting Privileges; Right to Change Operations
 
10(g), (h)                   Right to Change Operations
 
10(i)                        Tax Considerations; Detailed Information about the
                             FirstLine Variable Universal Life Policy; Other General
                             Policy Provisions; The Guaranteed Interest Division
 
11, 12                       Security Life Separate Account L1
 
13                           Policy Summary; Charges, Deductions, and Refund;
                             Corporate Purchasers and Group or Sponsored
                             Arrangements
</TABLE>
                                      
                                     (ii)
<PAGE>
 
<TABLE>
<CAPTION>
Form N-8B-2 Item No.         Caption in Prospectus
- --------------------         ---------------------
<S>                          <C>
14, 15                       Policy Summary; Free Look Period; Other General
                             Policy Provisions; Applying for a Policy
 
16                           Premiums; Allocation of Net Premiums; How We
                             Calculate Accumulation Unit Values for Each
                             Division
 
17                           Payment; Surrender; Partial Withdrawal
 
18                           Policy Summary; Tax Considerations; Detailed
                             Information about the FirstLine Variable Universal
                             Life Policy; Security Life Separate Account L1;
                             Persistency Refund
 
19                           Reports to Policy Owners; Notification and Claims
                             Procedures; Performance Information
 
20                           See 10(g) & 10(a)
 
21                           Policy Loans
 
22                           Policy Summary; Premiums; Grace Period; Security
                             Life Separate Account L1; Detailed Information
                             about the FirstLine Variable Universal Life Policy
 
23                           Inapplicable
 
24                           Inapplicable
 
25                           Security Life of Denver Insurance Company
 
26                           Inapplicable
 
27, 28, 29, 30               Security Life of Denver Insurance Company
 
31, 32, 33, 34               Inapplicable
 
35                           Inapplicable
 
36                           Inapplicable
</TABLE>

                                     (iii)
<PAGE>
 
<TABLE>
<CAPTION>
Form N-8B-2 Item No.         Caption in Prospectus
- --------------------         --------------------- 
<S>                          <C>
37                           Inapplicable
 
38, 39, 40, 41(a)            Other General Policy Provisions; Distribution of
                             the Policies; Security Life of Denver Insurance
                             Company
 
41(b), 41(c), 42, 43         Inapplicable
 
44                           Determining the Value You have in the Divisions of
                             the Variable Account; How We Calculate Accumulation
                             Unit Values for Each Division
 
45                           Inapplicable
 
46                           Partial Withdrawals; Detailed Information about the
                             FirstLine Variable Universal Life Policy
 
47, 48, 49, 50               Inapplicable
 
51                           Detailed Information about the FirstLine Variable
                             Universal Life Policy
 
52                           Determining the Value You Have in the Divisions of
                             the Variable Account; Right to Change Operations
 
53(a)                        Tax Considerations
 
53(b), 54, 55                Inapplicable
 
56, 57, 58                   Inapplicable
 
59                           Financial Statements
</TABLE>

                                      (iv)
<PAGE>
 
                       FIRSTLINE VARIABLE UNIVERSAL LIFE
               A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                   issued by
                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                                      AND
                       SECURITY LIFE SEPARATE ACCOUNT L1


    
This prospectus describes FirstLine, an individual flexible premium variable
universal life insurance policy (the "Policy" or collectively, "Policies")
issued by Security Life of Denver Insurance Company ("Security Life"). The
Policy is designed to provide insurance coverage with flexibility in death
benefits and premium payments. The Policy is funded by Security Life Separate
Account L1 (the "Variable Account"). Seventeen Divisions of the Variable Account
are available under the Policy. A Guaranteed Interest Division, which guarantees
a minimum fixed rate of interest, is also available. Purchasers may utilize both
the Divisions of the Variable Account and the Guaranteed Interest Division
simultaneously. The Loan Division represents amounts we set aside as collateral
for any Policy Loan taken.     

We will pay the Death Proceeds when the Insured dies if the Policy is still in
force. The Death Proceeds will equal the death benefit, reduced by any
outstanding Policy Loan, accrued loan interest, and any charges due during the
grace period. The death benefit consists of two elements: the Base Death Benefit
and any amount added by Rider. The Policy will remain in force as long as the
Net Cash Surrender Value remains positive. If at all times during the first
three Policy years, the sum of premiums paid minus Partial Withdrawals taken and
any Policy Loan and accrued loan interest is greater than or equal to one
twelfth of the Minimum Annual Premium times the number of completed months the
Policy has been in effect, the Policy will not lapse regardless of the amount of
Net Cash Surrender Value. If the Guaranteed Minimum Death Benefit Provision is
elected, the Stated Death Benefit portion of the Policy will remain in force for
the Guarantee Period. To continue the Guarantee Period, the required premiums
must be paid and the Net Account Value must remain diversified.

The Policy permits a choice of three death benefit options, which may increase
the Base Death Benefit above the Stated Death Benefit: Option 1, a fixed benefit
that equals the Stated Death Benefit; Option 2, a benefit that equals the Stated
Death Benefit plus the Account Value; or Option 3, a benefit that equals the
Stated Death Benefit plus the sum of premiums paid minus Partial Withdrawals
taken to date. The Base Death Benefit in force as of any Valuation Date will not
be less than the amount necessary to qualify the Policy as a life insurance
contract under the Internal Revenue Code in existence at the time the Policy is
issued.

When applying for the Policy, the Owner irrevocably chooses which of two tests
for compliance with the Federal income tax law definition of life insurance we
will apply to the Policy. These tests are the Cash Value Accumulation Test and
the Guideline Premium/Cash Value Corridor Test. If the Guideline Premium/Cash
Value Corridor Test is chosen, the premium payments  will be limited. See, Life 
Insurance Definition, page 47.


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

       THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
      A PROSPECTUS FOR THE PORTFOLIO OR PORTFOLIOS BEING CONSIDERED MUST
     ACCOMPANY THIS PROSPECTUS AND SHOULD BE READ IN CONJUNCTION HEREWITH.

    
Date of Prospectus:  May 1, 1997     
<PAGE>
 
We will not allocate funds to the Policy until we receive at least one quarter
of the Minimum Annual Premium, and we have approved the Policy for issue.
Thereafter, the timing and amount of premium payments may vary, within specified
limits. A higher premium level may be required to keep the Guaranteed Minimum
Death Benefit in force. After certain deductions have been made, the Net
Premiums may be allocated to one or more of the Divisions of the Variable
Account and to the Guaranteed Interest Division. A Policy may be returned
according to the terms of the Right to Examine Policy Period (also called the
Free Look Period), during which time Net Premiums allocated to the Variable
Account will be held in the Division investing in the Fidelity VIP Money Market
Portfolio of the Variable Account. The assets of the Divisions of the Variable
Account will be used to purchase, at net asset value, shares of designated
Portfolios of various investment companies.
 
The Account Value is the sum of the amounts in the Divisions of the Variable
Account plus the amount in the Guaranteed Interest Division and the amount in
the Loan Division. The value of the amounts allocated to the Divisions of the
Variable Account will vary with the investment experience of the corresponding
Portfolios; there is no minimum guaranteed cash value for amounts allocated to
the Divisions of the Variable Account. The value of amounts allocated to the
Guaranteed Interest Division will depend on the interest rates we declare. The
Account Value will also reflect deductions for the cost of insurance and
expenses, as well as increases for additional Net Premiums. A Surrender Charge
may be incurred if the policy is surrendered, allowed to lapse, a Partial
Withdrawal is taken or the Stated Death Benefit is reduced.
 
Replacing existing insurance coverage with the Policy described in this
prospectus may not be advantageous.

<TABLE> 
<S>             <C>                                   <C>          
ISSUED BY:      Security Life of Denver Insurance     BROKER-DEALER: ING America  
                Company                                              Inc. 
                Security Life Center                                 1290 Broadway
                1290 Broadway                                        Attn: Variable    
                Denver, CO 80203-5699                                Denver, CO 80203-5699
                (800) 525-9852                                       (303) 860-2000
                                                      
THROUGH ITS:    Security Life Separate Account L1
 
ADMINISTERED AT:  Customer Service Center
                  PO Box 173763
                  Denver, CO 80217-5858
                  (800) 933-5858

    
PROSPECTUS DATED:  May 1, 1997     
</TABLE> 

________________________________________________________________________________
                                       2

First Line
<PAGE>
 
TABLE OF CONTENTS

<TABLE> 
<S>                                                                                                               <C> 
DEFINITION OF SPECIAL TERMS USED IN THIS PROSPECTUS.............................................................    8
 
POLICY SUMMARY..................................................................................................   11
 
     General Information........................................................................................   11
     Death Benefits.............................................................................................   11
     Benefits at Maturity.......................................................................................   12
     Additional Benefits........................................................................................   12
     Premiums...................................................................................................   12
     Allocation of Net Premiums.................................................................................   13
     Policy Values..............................................................................................   13
     Determining the Value in the Divisions of the Variable Account.............................................   13
     How We Calculate Accumulation Unit Values For Each Division................................................   13
     Transfers of Account Values................................................................................   14
     Dollar Cost Averaging......................................................................................   14
     Automatic Rebalancing......................................................................................   14
     Loans......................................................................................................   14
     Partial Withdrawals........................................................................................   14
     Surrender..................................................................................................   15
     Right to Exchange Policy...................................................................................   15
     Lapse......................................................................................................   15
     Reinstatement..............................................................................................   15
     Charges and Deductions.....................................................................................   15
     Persistency Refund.........................................................................................   16
     Tax Considerations.........................................................................................   16
 
INFORMATION ABOUT SECURITY LIFE, THE VARIABLE ACCOUNT, THE INVESTMENT OPTIONS AND THE GUARANTEED INTEREST
 DIVISION.......................................................................................................   17
 
     Security Life of Denver Insurance Company..................................................................   17
     Security Life Separate Account L1..........................................................................   18
     Investment Objectives of the Portfolios....................................................................   19
     The Guaranteed Interest Division...........................................................................   22
 
DETAILED INFORMATION ABOUT THE FIRSTLINE VARIABLE UNIVERSAL LIFE POLICY.........................................   22
 
     Applying for a Policy......................................................................................   22
     Premiums...................................................................................................   23
     Scheduled Premiums.........................................................................................   23
     Unscheduled Premium Payments...............................................................................   23
     Minimum Annual Premium.....................................................................................   23
     Premium Payments Affect The Continuation of Coverage.......................................................   24
     Choice of Definitional Tests...............................................................................   24
     Choice of Guaranteed Minimum Death Benefit Provisions......................................................   24
     Modified Endowment Contracts...............................................................................   24
Allocation of Net Premiums......................................................................................   24
Death Benefits..................................................................................................   25
     Death Benefit Options......................................................................................   25
     Changes In Death Benefit Option............................................................................   26
     Guaranteed Minimum Death Benefit Provision.................................................................   26
     Requirements to Maintain the Guarantee Period..............................................................   26
      Changes In Death Benefit Amounts..........................................................................   27
Benefits at Maturity............................................................................................   28
Additional Benefits.............................................................................................   28
</TABLE> 

________________________________________________________________________________
                                       3
FirstLine
<PAGE>
 
<TABLE> 
<S>                                                                                                                <C> 
     Accidental Death Benefit Rider.............................................................................   29
     Adjustable Term Insurance Rider............................................................................   29
     Additional Insured Rider...................................................................................   29
     Children's Insurance Rider.................................................................................   30
     Right to Exchange Rider....................................................................................   30
     Guaranteed Insurability Rider..............................................................................   30
     Waiver of Cost of Insurance Rider..........................................................................   30
     Waiver of Specified Premium Rider..........................................................................   30
Policy Values...................................................................................................   30
     Account Value..............................................................................................   30
     Cash Surrender Value.......................................................................................   30
     Net Cash Surrender Value...................................................................................   30
     Net Account Value..........................................................................................   30
Determining the Value in the Divisions of the Variable Account..................................................   30
How We Calculate Accumulation Unit Values for Each Division.....................................................   31
Transfers of Account Values.....................................................................................   31
Dollar Cost Averaging...........................................................................................   32
Automatic Rebalancing...........................................................................................   33
Policy Loans....................................................................................................   33
Partial Withdrawals.............................................................................................   34
Surrender.......................................................................................................   35
Right to Exchange Policy........................................................................................   35
Lapse...........................................................................................................   35
     If Guaranteed Minimum Death Benefit Provision Is Not in Effect.............................................   36
     If the Guaranteed Minimum Death Benefit Provision Is in Effect.............................................   36
Grace Period....................................................................................................   36
Reinstatement...................................................................................................   36
 
CHARGES, DEDUCTIONS AND REFUND..................................................................................   37
 
Deductions from Premiums........................................................................................   37
     Tax Charges................................................................................................   37
     Sales Charge...............................................................................................   37
Daily Deductions from the Variable Account......................................................................   38
     Mortality and Expense Risk Charge..........................................................................   38
Monthly Deductions from the Account Value.......................................................................   38
     Initial Policy Charge......................................................................................   38
     Monthly Administrative Charge..............................................................................   38
     Cost of Insurance Charges..................................................................................   38
     Charges For Additional Benefits............................................................................   39
     Guaranteed Minimum Death Benefit Charge....................................................................   39
     Changes In Monthly Charges.................................................................................   39
Policy Transaction Fees.........................................................................................   39
     Partial Withdrawal.........................................................................................   39
     Transfers..................................................................................................   39
     Premium Allocation Charges.................................................................................   39
     Illustrations..............................................................................................   39
Persistency Refund..............................................................................................   39
Surrender Charge................................................................................................   40
     Administrative Surrender Charge............................................................................   40
     Sales Surrender Charge.....................................................................................   41
Charges from Portfolios.........................................................................................   42
Group or Sponsored Arrangements or Corporate Purchasers.........................................................   46
Other Charges...................................................................................................   46
</TABLE> 

________________________________________________________________________________
                                       4
FirstLine
<PAGE>
 
<TABLE> 
<S>                                                                                                           <C> 
TAX CONSIDERATIONS..............................................................................................   47
 
     Life Insurance Definition..................................................................................   47
     Diversification Requirements...............................................................................   47
     Modified Endowment Contracts...............................................................................   48
     Tax Treatment of Premiums..................................................................................   48
     Loans, Lapses, Surrenders and Withdrawals..................................................................   48
       If the Policy is Not a Modified Endowment Contract.......................................................   49
       If the Policy is a Modified Endowment Contract...........................................................   49
     Alternative Minimum Tax....................................................................................   49
     Section 1035 Exchanges.....................................................................................   49
     Tax-exempt Policy Owners...................................................................................   49
     Changes to Comply with Law.................................................................................   50
     Other......................................................................................................   50
 
ADDITIONAL INFORMATION ABOUT THE POLICY.........................................................................   50
 
     Voting Privileges..........................................................................................   50
     Right to Change Operations.................................................................................   51
     Reports to Owners..........................................................................................   52
 
OTHER GENERAL POLICY PROVISIONS.................................................................................   52
 
     Free Look Period...........................................................................................   52
     The Policy.................................................................................................   52
     Age........................................................................................................   52
     Ownership..................................................................................................   52
     Beneficiary................................................................................................   53
     Collateral Assignment......................................................................................   53
     Incontestability...........................................................................................   53
     Misstatements of Age or Sex................................................................................   53
     Suicide....................................................................................................   53
     Payment....................................................................................................   53
     Notification and Claims Procedures.........................................................................   54
     Telephone Privileges.......................................................................................   54
     Non-Participating..........................................................................................   54
     Distribution of the Policies...............................................................................   54
     Settlement Provisions......................................................................................   55
 
ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES AND SURRENDER VALUES, AND ACCUMULATED PREMIUMS..................   55
 
ADDITIONAL INFORMATION..........................................................................................   69
 
     Directors and Officers.....................................................................................   69
     State Regulation...........................................................................................   75
     Legal Matters..............................................................................................   75
     Legal Proceedings..........................................................................................   75
     Experts....................................................................................................   75
     Registration Statement.....................................................................................   75
 
FINANCIAL STATEMENTS............................................................................................   76
 
APPENDIX A......................................................................................................  208
 
APPENDIX B......................................................................................................  217
 
APPENDIX C......................................................................................................  218
</TABLE> 

________________________________________________________________________________
                                       5
FirstLine
<PAGE>
 
<TABLE> 
<S>                                                                                                   <C> 
Performance Information.........................................................................................  218
Policy Performance..............................................................................................  218
</TABLE>

________________________________________________________________________________
                                       6
FirstLine
<PAGE>
 
                IN THIS PROSPECTUS "WE," "US" AND "OUR" REFER TO
                   SECURITY LIFE OF DENVER INSURANCE COMPANY.

  THIS POLICY IS NOT AVAILABLE IN ALL JURISDICTIONS. THIS PROSPECTUS DOES NOT
  CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE
       LAWFULLY MADE. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATION
           REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS OTHER
   THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY ATTACHED SUPPLEMENT HERETO

________________________________________________________________________________
                                       7
FirstLine
<PAGE>
 
DEFINITION OF SPECIAL TERMS USED IN THIS PROSPECTUS

AS USED IN THIS PROSPECTUS, THE FOLLOWING TERMS HAVE THE INDICATED MEANINGS.
THERE ARE OTHER CAPITALIZED TERMS WHICH ARE EXPLAINED OR DEFINED IN OTHER PARTS
OF THIS PROSPECTUS.

ACCOUNT VALUE -- The sum of the amounts allocated to the Divisions of the
  Variable Account and to the Guaranteed Interest Division, as well as any
  amount set aside in the Loan Division to secure a Policy Loan.

ACCUMULATION UNIT -- A unit of measurement which we use to calculate the Account
  Value in each Division of the Variable Account.

ACCUMULATION UNIT VALUE -- The value of the Accumulation Units of each Division
  of the Variable Account. The Accumulation Unit Value is determined as of each
  Valuation Date.

ADJUSTABLE TERM INSURANCE RIDER -- The Adjustable Term Insurance Rider is
  available to add death benefit coverage to the Policy. The Adjustable Term
  Insurance Rider allows the Owner to schedule the pattern of death benefits
  appropriate for anticipated needs. The Adjustable Term Insurance Rider is not
  guaranteed under the Guaranteed Minimum Death Benefit provision.

AGE -- The Insured's Age at any time is his or her age on the birthday nearest
  the Policy Date increased by the number of full Policy years elapsed since the
  Policy Date.

BASE DEATH BENEFIT -- The Base Death Benefit will vary according to which death
  benefit option is chosen:  Under Option 1, the Base Death Benefit equals the
  Stated Death Benefit of the Policy.  Under Option 2, the Base Death Benefit
  equals the Stated Death Benefit of the Policy plus the Account Value.  Under
  Option 2, the Base Death Benefit fluctuates with the amount of the Account
  Value, but will never be less than the Stated Death Benefit.  Under Option 3,
  the Base Death Benefit equals the Stated Death Benefit of the Policy plus the
  sum of all premiums paid minus Partial Withdrawals taken under the Policy.
  Under Option 3, the Base Death Benefit generally will increase as premiums are
  paid and decrease as Partial Withdrawals are taken. In no event will the Base
  Death Benefit be less than the Stated Death Benefit.  The Base Death Benefit
  may be increased from the amount described to comply with the Federal income
  tax law definition of life insurance, regardless of death benefit option
  selected.

BENEFICIARY(IES) -- The person or persons designated to receive the Death
  Proceeds in the case of the death of the Insured.

CASH SURRENDER VALUE -- The amount of the Account Value minus the Surrender
  Charge, if any.

CUSTOMER SERVICE CENTER -- Our administrative office at P.O. Box 173763, Denver,
  CO 80217-3763.

    
DEATH PROCEEDS -- The amount payable on the death of the Insured. It equals the
  Base Death Benefit plus any Rider, if applicable, reduced by any outstanding
  Policy Loan and accrued loan interest. If death occurs after the Policy has
  entered the grace period, Death Proceeds will be further reduced by any Policy
  charges incurred but not yet deducted.     

DIVISION(S) -- The investment options available:  The Divisions of the Variable
  Account, each of which invests in shares of one of the Portfolios; the
  Guaranteed Interest Division; and the Loan Division.

FREE LOOK PERIOD -- The period of time within which the Owner may examine the
  Policy and return it for a refund. This is also called the Right to Examine
  Policy Period.

GENERAL ACCOUNT -- The account which contains all of our assets other than those
  held in the Variable Account or our other separate accounts.

GUARANTEED INTEREST DIVISION -- Part of our General Account to which a portion
  of the Account Value may be allocated and which provides guarantees of
  principal and interest. See , page 20.

GUARANTEED MINIMUM DEATH BENEFIT -- The provision in the Policy which guarantees
  that the Stated Death Benefit will remain in force for the Guarantee Period
  regardless of the amount of the Net Cash Surrender Value, provided certain
  conditions are met. See , page 24.

GUARANTEE PERIOD -- The period during which the Stated Death Benefit is
  guaranteed under the Guaranteed Minimum Death Benefit provision. The two
  available Guarantee Periods are (i) to the Insured's Age 65 or 10 years from
  the Policy Date, whichever is later, or (ii) the lifetime of the Insured. The
  Guarantee Period 

________________________________________________________________________________
                                       8
    
FirstLine     
<PAGE>
 
  will end prior to the selected date any time the required premiums have not
  been paid or on any Monthly Processing Date that the Net Account Value is not
  diversified according to our requirements. See , page 24.

INSURED -- The person on whose life this Policy is issued and upon whose death
  the Death Proceeds are payable.

    
INVESTMENT DATE -- The date on which the initial Net Premium we receive will be
  allocated to the Policy. We will not allocate funds to the Policy until all
  issue requirements are satisfied, we receive at least one quarter of the
  Minimum Annual Premium as shown in the Schedule attached to the Policy and we
  have approved the Policy for issue.     

LOAN DIVISION -- Part of our General Account in which funds are set aside to
  secure any outstanding Policy Loan and accrued loan interest when due.

MATURITY DATE -- The date the Policy matures. This is the Policy anniversary on
  which the Insured's Age is nearest 100.

MINIMUM ANNUAL PREMIUM -- Twenty-five percent of this premium must be paid
  before we will issue the Policy. If on each Monthly Processing Date during the
  first three Policy years, the sum of premiums paid, less the sum of Partial
  Withdrawals and Policy Loans taken and accrued loan interest, is greater than
  or equal to one twelfth of the Minimum Annual Premium times the number of
  completed Policy months, the Policy is guaranteed not to lapse, regardless of
  the Policy's Net Cash Surrender Value. See , page 21.

MONTHLY PROCESSING DATE -- The date each month on which the monthly deductions
  from the Account Value are due. The first Monthly Processing Date will be the
  Policy Date or the Investment Date, if later. Subsequent Monthly Processing
  Dates will be the same date as the Policy Date each month thereafter unless
  this is not a Valuation Date, in which case the Monthly Processing Date occurs
  on the next Valuation Date.

NASD -- The National Association of Securities Dealers, Inc.

NET ACCOUNT VALUE -- The amount of the Account Value minus any Policy Loan and
  accrued loan interest.

NET AMOUNT AT RISK -- The difference between the current Base Death Benefit and
  the amount of the Account Value.

NET CASH SURRENDER VALUE -- The amount available if the Policy is surrendered,
  which is equal to the Cash Surrender Value minus any Policy Loan and accrued
  loan interest.

NET PREMIUM -- Premium amounts paid less the sales and tax charges. These
  charges are deducted from the premiums before the premium is applied to the
  Account Value.

OWNER -- The individual, entity, partnership, representative or party who can
  exercise all rights over and receive the benefits of the Policy during the
  Insured's lifetime.

PARTIAL WITHDRAWAL -- The withdrawal of a portion of the Net Cash Surrender
  Value from the Policy. The Partial Withdrawal may cause a Surrender Charge to
  be incurred, and it may reduce the amount of Base Death Benefit and Target
  Death Benefit in force. See , page 32.

POLICY -- The Policy consisting of the basic Policy, any applications and any
  Riders or endorsements.

POLICY LOAN -- The sum of amounts borrowed from the Policy, increased by any
  Policy Loan interest capitalized when due, and reduced by any Policy Loan
  repayments.

POLICY DATE -- The date upon which the Policy becomes effective. The Policy Date
  is used to determine the Monthly Processing Date, Policy months, Policy years,
  and Policy monthly, quarterly, semi-annual and annual anniversaries. Unless
  otherwise indicated, the term Policy anniversary refers to the annual
  anniversary of the Policy.

PORTFOLIOS -- The investment options available to the Divisions of the Variable
  Account. Each Portfolio has a defined investment objective.

PREMIUM CLASS -- The underwriting class into which the Insured is categorized.
  This includes factors such as smoking status of the Insured as well as any
  substandard ratings which may apply. The Premium Class for the Policy is
  listed in the Schedule.

RIDER -- A Rider adds benefits to the Policy.

SCHEDULE -- The pages contained in the Policy which include the information
  specific to the Policy, such as the Insured's Age, the Policy Date, etc.

    
SCHEDULED PREMIUM -- The premium amount specified by the Owner on the
  application as the amount which is intended to be paid at fixed intervals over
  a specified period of time.      

________________________________________________________________________________
                                       9
FirstLine
<PAGE>
 
    
  Premiums can be paid on a quarterly, semiannual, or annual basis, as
  determined; the Scheduled Premium need not be paid, and may be changed at any
  time. Also, within limits, the Owner may pay less or more than the Scheduled
  Premium. See , page 21.     

SEC -- The United States Securities and Exchange Commission.

    
STATED DEATH BENEFIT -- The initial amount of Base Death Benefit under the
  Policy. The Stated Death Benefit amount will not vary unless changed by the
  Owner, or as a result of a transaction, e.g., a partial withdrawal.     

SURRENDER CHARGE -- The charge made against the Account Value in the event of
  surrender, Policy lapse, requested reductions in the Stated Death Benefit, or
  certain Partial Withdrawals. The Surrender Charge consists of the
  administrative Surrender Charge and the sales Surrender Charge.

TARGET DEATH BENEFIT -- When Adjustable Term Insurance Rider is added to the
  Policy, the Target Death Benefit and Stated Death Benefit are specified in the
  application for the Policy; the Adjustable Term Insurance Rider Death Benefit
  is the difference between the Target Death Benefit and the Base Death Benefit
  provided by the Policy.  In no event will the Adjustable Term Insurance Rider
  Death Benefit be less than zero. The Adjustable Term Insurance Rider
  automatically adjusts over time for changes in the Base Death Benefit to
  comply with the Federal income tax law definition of life insurance to keep
  the Target Death Benefit at the desired amount. The Target Death Benefit for
  each year will be shown in the Schedule when an Adjustable Term Insurance
  Rider exists on the Policy.

TARGET PREMIUM -- The premium on which the maximum sales Surrender Charge is
 calculated. See , page 38.

TRANSACTION DATE -- The date we receive a premium or an acceptable written or
  telephone request at our Customer Service Center. If the premium or request
  reaches our Customer Service Center on a day which is not a Valuation Date, or
  after the close of business on a Valuation Date (that is, after 4:00 p.m.
  Eastern Time), the Transaction Date will be the next succeeding Valuation
  Date.

VALUATION DATE -- Each date as of which the net asset value of the shares of the
  Portfolios and unit values of the Divisions are determined. Valuation Dates
  currently occur on each day on which the New York Stock Exchange and Security
  Life's Customer Service Center are open for business, except for days that a
  Division's corresponding Portfolio does not value its shares.

VALUATION PERIOD -- The period which begins at 4:00 p.m. Eastern Time on a
  Valuation Date and ends at 4:00 p.m. Eastern Time on the next succeeding
  Valuation Date.

VARIABLE ACCOUNT -- Security Life Separate Account L1 established by Security
  Life to segregate the assets funding the Policy from the assets in our General
  Account. The Variable Account is divided into Divisions, each of which invests
  in shares of one of the Portfolios

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                                      10
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<PAGE>
 
POLICY SUMMARY

THE PURPOSE OF THIS POLICY SUMMARY IS TO PROVIDE A BRIEF OVERVIEW OF THE POLICY.
FURTHER DETAIL IS PROVIDED IN THE POLICY AND IN THE DETAILED INFORMATION
APPEARING ELSEWHERE IN THIS PROSPECTUS.  THE DISCUSSION IN THIS PROSPECTUS
ASSUMES THAT ANY STATE VARIATION WILL BE COVERED IN A SPECIAL PROSPECTUS
SUPPLEMENT OR IN THE FORM OF POLICY APPROVED IN THAT STATE, AS APPROPRIATE. THE
TERMS UNDER WHICH THE POLICIES ARE ISSUED MAY ALSO VARY FROM THOSE DESCRIBED IN
THIS PROSPECTUS BASED ON PARTICULAR CIRCUMSTANCES. THE DESCRIPTION OF THE POLICY
IN THIS PROSPECTUS IS SUBJECT TO THE TERMS OF THE POLICY PURCHASED BY AN OWNER
OR ANY RIDER TO IT. AN APPLICANT MAY REVIEW A COPY OF THE POLICY AND ANY RIDER
TO IT ON REQUEST.


GENERAL INFORMATION

The Policy provides life insurance protection on the life of the Insured. So
long as the Policy remains in force, we will pay a death benefit when the
Insured dies. We will pay a maturity benefit in lieu of a death benefit when the
Policy reaches the Maturity Date during the lifetime of the Insured.


DEATH BENEFITS

We will pay the Death Proceeds to the Beneficiary upon the death of the Insured
while the Policy remains in force. The Death Proceeds will be equal to the Base
Death Benefit plus any amounts payable from any additional benefits provided by
Rider, reduced by the amount of any outstanding Policy Loan and any accrued loan
interest. See, page 25. If the Policy is in the grace period, the Death
Proceeds will be paid but will be further reduced by any Policy charges incurred
but not deducted. The Death Proceeds may be paid in one sum or under a variety
of settlement options. See Settlement Provisions, page 55.

When we issue the Policy, the death benefit is equal to the Base Death Benefit
for which you have applied plus any amount added by Adjustable Term Insurance
Rider. The minimum Stated Death Benefit for which we will issue a Policy is
$50,000; however, we may lower the minimum Stated Death Benefit for group or
sponsored arrangements or corporate purchasers.

The Base Death Benefit may vary from the Stated Death Benefit as a result of
choice of death benefit option, increases to keep the Base Death Benefit in
compliance with the Federal income tax law definition of life insurance, changes
in the death benefit option, or increases and decreases requested by the 
Owner.

The Owner may choose from three death benefit options, which may affect the
amount of Base Death Benefit. See Death Options, page 25. The total Stated Death
Benefit is the sum of the Stated Death Benefits for all coverage segments. The
three death benefit options are:

     Option 1:   The Base Death Benefit equals the total Stated Death Benefit.

     Option 2:   The Base Death Benefit equals the total Stated Death Benefit
                 plus the Account Value. Under this option, the Base Death
                 Benefit fluctuates with the amount of the Account Value, but
                 will never be less than the Stated Death Benefit.

     Option 3:   The Base Death Benefit equals the total Stated Death Benefit
                 plus the sum of premiums paid minus Partial Withdrawals taken.
                 In no event will the Base Death Benefit be less than the Stated
                 Death Benefit.

The Owner may request a change to the death benefit option on any Policy
anniversary. We may require evidence of insurability, according to our normal
rules of underwriting for this type of Policy for a change in death benefit
option. See Changes In Death Benefits Option, page 25.

The Adjustable Term Insurance Rider is available to provide term insurance
coverage which adjusts automatically over time to fill the difference between
the Target Death Benefit  and the Base Death Benefit (which may change as often
as daily). The Adjustable Term Insurance Rider has no externally defined
premium; instead, a cost of insurance charge is deducted monthly from the
Account Value for the Adjustable Term Insurance Rider amount in effect. See,
page 29.

    
Generally, the Policy will remain in force only as long as the Net Cash
Surrender Value is sufficient to pay all the monthly deductions. However if the
special continuation period is in effect (during the first three policy years)
and minimum premiums have been paid as specified in the section on Lapse (see
Lapse, page 35) then the Policy and all Riders are guaranteed not to lapse,
regardless of the Net Cash Surrender Value.     

    
The Stated Death Benefit of the Policy may also remain in force after the first
three policy years (special continuation period) even if the Net Cash Surrender
Value is insufficient to pay all the monthly deductions if      


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                                      11
    
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<PAGE>
 
the Guaranteed Minimum Death Benefit provision is in effect and the requirements
have been met. See Guaranteed Minimum Death Benefits Provision, page 26.

At least 30 days prior to a Policy anniversary, the Owner may request that the
insurance coverage be increased or decreased. Increases in coverage are not
allowed after the Insured's Age 85. Coverage may be changed only once each
Policy year on the Policy anniversary. The change in coverage may not be for an
amount less than $1,000. We may require evidence of insurability, according to
our normal rules of underwriting for this type of Policy for an increase to the
Stated or Target Death Benefit. The Owner may decrease the Stated Death Benefit
if the effective date of the decrease will occur after the later of two years
from the Policy Date or two years after the prior increase is made. Decreases in
the death benefit may not decrease the Stated Death Benefit below $50,000;
however, we may allow decreases below $50,000 for group or sponsored
arrangements or corporate purchasers.

Unless indicated otherwise, any request for an increase to the Target Death
Benefit will be assumed to also be a request for an increase to the Stated Death
Benefit so that the amount of the Adjustable Term Insurance Rider at the time of
the increase will not change. In some cases, we may not approve a change because
it would disqualify the Policy as life insurance under applicable Federal income
tax law. See Life Insurance Definition, page 47, and Changes In Death Benefit
Option, page 26.


BENEFITS AT MATURITY

If the Insured is still living on the Maturity Date, we will pay the Net Account
Value. The Policy will then end. See Benefits at Maturity, page 28.


ADDITIONAL BENEFITS

The Owner may wish to include additional benefits, which are also attached to
the Policy by Rider. The charge for these additional benefits is deducted
monthly from the Account Value. We offer a variety of additional benefits. See
Additional Benefits, page 28.

PREMIUMS

    
The Policy is a flexible premium Policy, so the amount and frequency of the
premiums may vary, within limits. Other than the Minimum Annual Premium, 25% of
which must be paid in order for us to issue the Policy, and any payments
required to keep the Policy in force, there are no required premium payments.
The Scheduled Premium is selected by the Owner within our limits when
application is made for the Policy. The Scheduled Premium may not necessarily be
sufficient to maintain the Guarantee Period for one of the Guaranteed Minimum
Death Benefit provisions or keep the Policy in force. The Owner will receive
premium reminder notices for the Scheduled Premiums on an annual, semi-annual or
quarterly basis. Monthly payments may be made by Electronic Funds Transfer from
the Owner's checking account. The financial institution making the Electronic
Funds Transfers may impose a charge for this service. See Premiums, page 23.    

When applying for the Policy, the Owner will irrevocably choose which of two
tests for compliance with the Federal income tax law definition of life
insurance we will apply to the Policy. These tests are the Cash Value
Accumulation Test and the Guideline Premium/Cash Value Corridor Test. These
tests may limit the amount of premiums payable. See Choice of Definitional
Tests, page 24, and Life Insurance Definition, page 47.

    
The Owner may choose to purchase one of two Guaranteed Minimum Death Benefit
provisions. These provide a guarantee that after the first three policy years
(special continuation period) the Stated Death Benefit will remain in force for
the Guarantee Period regardless of the amount of the Policy's Net Cash Surrender
Value. The provision allows a choice of the Guarantee Period: a) ten-year or to
the Insured's Age 65, whichever is later, or b) lifetime. Premium levels higher
than the Minimum Annual Premium will be required if one of the Guaranteed
Minimum Death Benefit provisions is chosen. An extra charge from the Account
Value will be incurred each month the Guaranteed Minimum Death Benefit is in
effect. In addition, on all Monthly Processing Dates during the Guarantee
Period, the Net Account Value must remain diversified according to our
requirements. The Guaranteed Minimum Death Benefit provisions may not be
available in all states. See Guaranteed Minimum Death Benefit Provision, page
26.    

We will notify the  Owner if the Scheduled Premium would cause the Policy to
immediately be a Modified Endowment Contract under Federal income tax law. See
Modified Edowment Contracts, page 48.

Generally the Owner  may make unscheduled premium payments at any time so long
as each payment is at least $100. We reserve the right to limit unscheduled
premiums if the payment would result in an increase in the amount of Base Death
Benefit required by the Federal income tax law definition of life insurance. If
the Policy has a loan outstanding, any payment which is not a Scheduled Premium
payment received before the Maturity Date is 


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                                      12
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<PAGE>
 
considered a loan repayment, unless indicated otherwise. See Unscheduled Premium
Payments, page 23.

Since this is a flexible premium life insurance Policy, the amount of premiums
paid will affect the length of time the Policy will stay in force. See Premium
Payments Affect The Continuation of Coverage, page 24.


ALLOCATION OF NET PREMIUMS

After certain premium-based charges are deducted from the premiums, the balance,
called the Net Premium, is added to the Account Value based on the premium
allocation instructions. Net Premiums may be allocated to one or more of the
Divisions of the Variable Account, or to the Guaranteed Interest Division, or
both. Amounts allocated to the Divisions of the Variable Account will be held in
the Division investing in the Fidelity VIP Money Market Portfolio until the end
of the Free Look Period. At the end of the Free Look Period, this portion of the
Account Value will be reallocated according to the most recent premium
allocation instructions. Net Premiums received after the Free Look Period will
be allocated upon receipt according to the most recent premium allocation
instructions. Allocation percentages must be in whole numbers. The sum must
equal 100%. See Allocation of Net Premiums, page 24.


POLICY VALUES

The Policy Account Value is equal to the sum of the amounts  in the Guaranteed
Interest Division and in the Divisions of the Variable Account. It also includes
any amount we set aside in the Loan Division as collateral for any outstanding
Policy Loan. The Account Value reflects Net Premiums paid, as well as deductions
for charges. It will also reflect the investment experience of amounts allocated
to the Divisions of the Variable Account, and interest earned on amounts
allocated to the Guaranteed Interest Division and the Loan Division. Any Partial
Withdrawal, plus a service fee, will be deducted from the Account Value.

The Cash Surrender Value of the Policy is equal to the Account Value less any
Surrender Charge.

The Net Cash Surrender Value of the Policy is equal to the Cash Surrender Value
less the amount of any outstanding Policy Loan and accrued loan interest.

The Net Account Value of the Policy is equal to the Account Value less the
amount of any outstanding Policy Loan and accrued loan interest.


DETERMINING THE VALUE IN THE DIVISIONS OF THE VARIABLE ACCOUNT

The amounts in the Divisions of the Variable Account are measured in terms of
Accumulation Units and Accumulation Unit Values. On any given day, the value of
the amount in a Division of the Variable Account is equal to the Accumulation
Unit Value times the number of Accumulation Units credited in that Division. The
Accumulation Units of each Division of the Variable Account will have different
Accumulation Unit Values. See Determining the Value in the Divisions of the
Variable Account, page 30.


HOW WE CALCULATE ACCUMULATION UNIT VALUES FOR EACH DIVISION
 
We determine Accumulation Unit Values for each Division of the Variable Account
as of each Valuation Date. All Policy transactions are effective as of a
Valuation Date. The Accumulation Unit Value of each Division reflects the
investment experience of the underlying Portfolio for the Valuation Period as
well as asset based charges deducted in connection with the Policy and the
expenses of the Portfolio. See How we Calculate Accomulation Unit Values for
Each Division, Page 31.
 

TRANSFERS OF ACCOUNT VALUES

After the Free Look Period, the Owner may make up to 12 transfers among
Divisions of the Variable Account or to the Guaranteed Interest Division in each
Policy year without charge. There will be a $25 charge for each transfer over 12
in a Policy year. Transfers due to the operation of Automatic Rebalancing or
Dollar Cost Averaging are not included in determining the limit on transfers
without a charge. The minimum amount we will transfer is $100.

Once during the first 30 days of each Policy year, amounts from the Guaranteed
Interest Division may be transferred. Transfer requests received within 30 days
prior to the Policy anniversary will be deemed to occur as of the Policy
anniversary. Transfer requests received on the Policy anniversary or within the
following 30 days will be processed. Transfer requests received at any other
time will not be processed. Transfers of the Account Value to the Guaranteed
Interest Division are not limited to this 30-day period.

Transfer amounts from the Guaranteed Interest Division to the Divisions of the
Variable Account are limited to the greatest of: (i) 25% of the balance in the
Guaranteed


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                                      13
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<PAGE>
 
Interest Division immediately prior to the first transfer or
withdrawal in a Policy year; (ii) the sum of the amounts transferred and
withdrawn from the Guaranteed Interest Division in the prior Policy year; or,
(iii) $100. See Transfers of Account Values, page 31.


DOLLAR COST AVERAGING

When applying for the Policy, or at any subsequent time, Dollar Cost Averaging
may be elected on the application, by completing the client service application
or by telephoning us, if the proper telephone authorization is on file with us.
We offer Dollar Cost Averaging to Owners who have at least $10,000 in either the
Division investing in the Fidelity VIP Money Market Portfolio or the Division
investing in the Neuberger & Berman AMT Limited Maturity Bond Portfolio of the
Variable Account. A designated dollar amount of the Account Value in the
selected Division will be transferred automatically each month to one or more
other Divisions of the Variable Account. The monthly transfer under Dollar Cost
Averaging may be no less than $100 per month. There is no charge for this
feature.

    
If both Dollar Cost Averaging and Automatic Rebalancing are elected, Dollar Cost
Averaging will occur first. As of the first Valuation Date of the next calendar
quarter after Dollar Cost Averaging has terminated, Automatic Rebalancing will
begin.  When dollar cost averging terminates, you will need to change your
premium allocation to your desired Automatic Rebalancing allocation. See
Dollar Cost Averaging, page 32.     


AUTOMATIC REBALANCING

Automatic Rebalancing is available by electing this feature on the application,
by completing the appropriate form or by telephoning us, if the proper telephone
authorization form is on file with us. Automatic Rebalancing allows the Owner to
match the Account Value allocations over time to the premium allocation
percentages. As of the first Valuation Date of each calendar quarter, we will
automatically rebalance the amounts in the Divisions to match the current
premium allocation percentages according to the most recent instructions. This
will rebalance the Account Values that may be out of line with those allocation
percentages, which may result, for example, from Divisions which underperform
other Divisions in certain quarters.

With Automatic Rebalancing, Account Values may be reallocated among any number
of Divisions, and those reallocations may, within certain limits, be changed at
any time. Automatic Rebalancing may also be use to simplify the process of
meeting the diversification requirements of the Guaranteed Minimum Death Benefit
provisions.

Any transfers as a result of the Automatic Rebalancing feature are not counted
toward the limit of 12 transfers that can be made each Policy year without a
transfer charge. However, we will charge a fee of $25 each time premium
allocation is changed more often than five times per Policy year; otherwise;
there is no charge for this feature.

If both Dollar Cost Averaging and Automatic Rebalancing are elected, Dollar Cost
Averaging will occur first. As of the first Valuation Date of the next calendar
quarter after Dollar Cost Averaging has terminated, Automatic Rebalancing will
begin. See Automatic Rebalancing, page 33.

LOANS

    
Loans may be taken against the Policy's Cash Surrender Value. Unless otherwise
required by state law, the loan must be at least $100. Loan interest accrues at
an annualized rate of 3.75%. An amount equal to the Policy Loan is withdrawn
from the Divisions of the Variable Account and from the Guaranteed Interest
Division and is placed in our General Account as collateral for the loan on the
date the loan request is processed. We call this segregated amount the Loan
Division. The Loan Division earns a guaranteed rate of interest equal to 3% on
an annualized basis. Unless indicated otherwise, we will assume that any
payments, other than Scheduled Premiums, constitute Policy Loan repayments, and
not premiums. See Policy, page 33.     


PARTIAL WITHDRAWALS

A portion of the Net Cash Surrender Value may be withdrawn any time after the
first Policy year, within limits.

Only one Partial Withdrawal may be taken per Policy year. The minimum Partial
Withdrawal is $100; the maximum Partial Withdrawal is the amount which will
leave $500 as the Net Cash Surrender Value. We will process only the amount of
the Partial Withdrawal request which will leave $500 as the Net Cash Surrender
Value. If the Owner desires to withdraw more than this maximum, we will require
a full surrender of the Policy. When a Partial Withdrawal is taken, the amount
of the withdrawal plus a service fee is deducted from the Account Value. In
addition, a Surrender Charge will be deducted if the Partial Withdrawal causes a
reduction in the Stated Death Benefit. Depending on the amount of the
withdrawal, it 


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                                      14
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<PAGE>
 
may also affect the Death Proceeds payable under the Policy. No Partial
Withdrawal will be allowed if the Stated Death Benefit remaining in force after
the Partial Withdrawal would be less than $50,000. See Partial Withdrawals, page
34.

SURRENDER

The Owner may surrender the Policy for its Net Cash Surrender Value at any time
while the Insured is living. The Net Cash Surrender Value of the Policy equals
the Cash Surrender Value minus any Policy Loan and accrued loan interest. We
will compute the Net Cash Surrender Value as of the date we receive the request
and the Policy at our Customer Service Center, and all insurance coverage will
end on that date. See Surrender, page _______.

        

RIGHT TO EXCHANGE POLICY

    
At any time during the first 24 months following the Policy Date or a requested
increase to the Stated Death Benefit, the Owner may exercise the right to
exchange the Policy from one in which the Account Value is not guaranteed into a
guaranteed Policy. unless required differently by state law.  This is
accomplished by the transfer of the entire amount in the Divisions of the
Variable Account to the Guaranteed Interest Division, the allocation of all
future premium payments to the Guaranteed Interest Division and the removal of
the right to allocate future amounts to the Variable Account. See Right to
Exchange Policy, page 35.     

LAPSE

    
Insurance coverage will continue as long as the Net Cash Surrender Value of the
Policy is sufficient to pay all the deductions that are taken out of the Account
Value each month.  In addition, during the first three Policy years (the special
continuation period), if on each Monthly Processing Date the sum of the premiums
paid, less the sum of Partial Withdrawals, any outstanding Policy Loan and
accrued loan interest is greater than or equal to one twelfth of the Minimum
Annual Premium times the number of completed Policy months, then the Policy and
all attached Riders are guaranteed not to lapse, regardless of the Net Cash
Surrender Value.     

    
Also, if the Guaranteed Minimum Death Benefit provision has been elected and the
Guarantee Period has not ended, the Stated Death Benefit will remain in effect
after the first three policy years (special continuation period) regardless of
the amount of the Net Cash Surrender Value. Any Policy charges during the
Guarantee Period which would reduce the Account Value below zero will be waived.
The Guarantee Period will end if the Policy does not meet the monthly premium
test or if on any Monthly Processing Date the Net Account Value is not
diversified according to our requirements as explained under Guaranteed Minimum 
Death benefit Provision, page 26. See Lapse, page 35.     

    
REINSTATEMENT

A lapsed Policy and its Riders may be reinstated within five years of its lapse
if it has not been surrendered  for its Net Cash Surrender Value. This will
require new evidence of insurability and payment of certain reinstatement
premiums. We will also reinstate any Policy Loan which existed when coverage
ended, with accrued loan interest to the date of lapse. See Reinstatement, page
36.    


CHARGES AND DEDUCTIONS
    
DEDUCTIONS FROM PREMIUMS: The following charges are deducted from the premiums
before the premium is applied to the Account Value:     

  (i)     Tax Charges -- A charge currently equal to 2.5% of premiums is
          deducted for state and local premium taxes. A charge currently equal
          to 1.5% of each premium is deducted to cover our estimated cost of the
          Federal income tax treatment of deferred acquisition costs. We reserve
          the right to increase or decrease the premium expense charge for taxes
          due to any change in tax law. We further reserve the right to increase
          or decrease the premium expense charge for the Federal deferred
          acquisition cost due to any change in the cost to us.

  (ii)    Sales Charges -- A charge equal to a percentage of each premium based
          on the Insured's Age on the Policy Date or the date of an increase in
          coverage is deducted to cover a portion of our expenses in issuing
          this Policy:

        
- --------------------------------------------------------------------------------
                                      15
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<PAGE>
<TABLE>     
Age of Insured  Sales Charge Percentage
- --------------  ----------------------- 
<S>             <C> 
         0-49                    2.25%
         50-59                   3.25%
         60-85                   4.25%
</TABLE>      

These deductions from premiums are only a portion of the total sales charge that
will be assessed against the Account Value in the event of surrendering  the
Policy during the 14 Policy years following the Policy Date or 14 Policy years
following an increase to the Stated Death Benefit. See Sales Surrender Charge,
page 41.

See Deductions from Premiums, page ____________.

DEDUCTIONS FROM THE VARIABLE ACCOUNT: A mortality and expense risk charge is
assessed against the Divisions of the Variable Account in the amount of 0.75%
per annum (0.002055% per day). We assess the mortality and expense risk charge
to compensate us for assuming mortality and expense risks under the Policies.
See Daily Deductions from the Variable Account, page 38.
    
MONTHLY DEDUCTIONS FROM THE ACCOUNT VALUE: The following charges are deducted
from the Account Value at the beginning of each Policy month:     

  (i)     Initial Policy Charge -- $10 per month for the first three Policy
          years.
    
  (ii)    Monthly Administrative Charge -- $3 per month plus $0.0125 per
          thousand of Stated Death Benefit or Target Death Benefit, if greater.
          The per thousand charge is limited to $15 per month.     

  (iii)   Cost of Insurance Charge -- A monthly charge based on the Net Amount
          at Risk on the life of the Insured. The amount of this charge differs
          for Base Death Benefit and Adjustable Term Insurance Rider, if any, as
          well as for multiple base coverage segments.

  (iv)    Charges for Additional Benefits -- The cost of any additional benefits
          added by Rider other than the Adjustable Term Insurance Rider.

  (v)     Guaranteed Minimum Death Benefit Charge -- currently $0.005 per
          thousand of the Stated Death Benefit during the Guarantee Period.
          (This charge is guaranteed to never be greater than $.01 per thousand
          of the Stated Death Benefit.)

See Monthly Deductions from the Account Value, page 38.
    
POLICY TRANSACTION FEES: Policy Transaction Fees are deducted from the Divisions
of the Variable Account and Guaranteed Interest Division in the same proportion
that the Account Value in each Division bears to the total Net Account Value
immediately following the transaction. See Policy Transaction Fees, page 39.    
 
SURRENDER CHARGES: During the first 14 Policy years, or during the 14 Policy
years following an increase in the Stated Death Benefit, we assess a Surrender
Charge if the Owner surrenders the Policy, reduces the Stated Death Benefit
(other than by changing death benefit option), or lets the Policy lapse. A
Surrender Charge may also be assessed if a Partial Withdrawal is taken. The
charge consists of the administrative Surrender Charge and the sales Surrender
Charge.
    
The administrative Surrender Charge equals a fixed dollar amount per thousand
dollars of Stated Death Benefit and depends upon the Insured's Age at the Policy
Date or the date of the increase to the Stated Death Benefit. The sales
Surrender Charge will never be more that 50% of one Base Standard Target
Premium. See Surrender, page 40.     

CHARGES FROM PORTFOLIOS: Shares of the Portfolios are purchased at net asset
value, which reflects investment management and other direct expenses that have
already been deducted from the assets of the Portfolio. See Persistency Refund, 
page 39.

PERSISTENCY REFUND

The Account Value will be credited with a Persistency Refund each Monthly
Processing Date after the 10th Policy anniversary. The refund is equivalent to
0.5% of the Account Value per year, adjusted for any base coverage segment in
force for fewer than 10 years. See Persistency Refund, page 39.

TAX CONSIDERATIONS
    
Under current Federal income tax law, death benefits of life insurance policies
generally are not subject to income tax. In order for this treatment of the
death benefit to apply, the Policy must qualify as a life insurance contract.
The tax code provides for two tests to qualify a contract as a life insurance
policy. The Owner irrevocably selects which of these tests will apply to the
Policy in the application. After the Policy Date, the Policy will reflect the
test which was chosen. See Life Insurance Definition, page 47.     

Generally, under current Federal income tax law, Account Value earnings are not
subject to income tax as long as they remain within the Policy. Loans, Partial
Withdrawals, surrender, lapse or an exchange of Insured 

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                                      16
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<PAGE>
 
    
may result in recognition of ordinary income for tax purposes and may result in
penalties if the Policy is considered a Modified Endowment Contract as explained
in modified Endowment Contracts, page 48.    

INFORMATION ABOUT SECURITY LIFE, THE VARIABLE ACCOUNT, THE INVESTMENT OPTIONS
AND THE GUARANTEED INTEREST DIVISION

SECURITY LIFE OF DENVER INSURANCE COMPANY

    
Security Life of Denver Insurance Company ("Security Life") is a stock life
insurance company organized under the laws of the State of Colorado in 1929. Our
headquarters are located at 1290 Broadway, Denver, Colorado 80203-5699. We are
admitted to do business in the District of Columbia and all states except New
York. As of the end of 1996, Security Life and its consolidated subsidiaries had
over $139.9 billion of life insurance in force. Our total assets exceeded $7.1
billion and our shareholder's equity exceeded $778million, on a generally
accepted accounting principles basis as of December 31, 1996. We offer a
complete line of life insurance and retirement products, including annuities,
individual and group life and pension products, and market life 
reinsurance.     

Security Life actively manages its General Account investment portfolio to meet
both long-term and short-term contractual obligations. The General Account
portfolio invests primarily in investment-grade bonds and low-risk loans.

    
Security Life is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING"),
one of the world's three largest diversified financial services organizations.
ING is headquartered in Amsterdam, Netherlands, and has consolidated assets
exceeding $277.9 billion on a Dutch (modified U.S.) generally accepted
accounting principles basis as of December 31, 1996.     

The principal underwriter and distributor for the Policies is ING America
Equities, Inc. ("ING America Equities"), a wholly owned subsidiary of Security
Life. ING America Equities is registered as a broker-dealer with the SEC and is
a member of the NASD. The current address for ING America Equities is 1290
Broadway, Denver, Colorado 80203-5699.


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SECURITY LIFE SEPARATE ACCOUNT L1

Security Life Separate Account L1 (the "Variable Account"), established on
November 3, 1993 under the Insurance Law of the State of Colorado, is a unit
investment trust registered with the SEC under the Investment Company Act of
1940. Such registration does not involve any supervision by the SEC of the
management of the Variable Account or Security Life.

The Variable Account is a separate investment account of Security Life used to
support our variable life insurance policies and for other purposes as permitted
by applicable laws and regulations. The assets of the Variable Account are kept
separate from our General Account and any other separate accounts we may have.
We may offer other variable life insurance contracts that will invest in the
Variable Account which are not discussed in this prospectus. The Variable
Account may also invest in other securities which are not available to the
Policy described in this prospectus.

We own all the assets in the Variable Account. Income and realized and
unrealized gains or losses from assets in the Variable Account are credited to
or charged against the Variable Account without regard to other income, gains or
losses in our other investment accounts. That portion of the assets of the
Variable Account which is equal to the reserves and other Policy liabilities
with respect to the Variable Account is not chargeable with liabilities arising
out of any other business we conduct. The Variable Account may, however, be
subject to liabilities arising from Divisions of the Variable Account whose
assets are attributable to other variable life policies offered by the Variable
Account. If the assets exceed the required reserves and other policy
liabilities, we may transfer the excess to our General Account.

The Variable Account has several Divisions, each of which invests in shares of a
corresponding Portfolio of a mutual fund. Therefore, the investment experience
of a Policy depends on the experience of the Portfolios designated. These
Portfolios are available only to serve as the underlying investment for variable
annuity and variable life insurance contracts issued through separate accounts
of Security Life as well as other life insurance companies and may be available
to certain pension accounts. They are not available directly to individual
investors.

Each of the Portfolios is a separate series of an open-end management investment
company which receives investment advice from a registered investment adviser.
The Neuberger & Berman Advisers Management Trust has organized its Portfolio to
a master feeder structure. See the prospectus for the Neuberger & Berman
Advisers Management Trust for more details.

The Portfolios as well as their investment policies are described below. Shares
of these Portfolios are sold to separate accounts of insurance companies, which
may or may not be affiliated with Security Life or each other, a practice known
as "shared funding." They may also sell shares to separate accounts to serve as
the underlying investment for both variable annuity contracts and variable life
insurance policies, known as "mixed funding." As a result, there is a
possibility that a material conflict may arise between the interests of Owners
of Policies in which Account Values are allocated to the Variable Account and of
owners of policies in which account values are allocated to one or more other
separate accounts investing in any one of the Portfolios. Shares of these
Portfolios may also be sold to certain qualified pension and retirement plans
qualifying under Section 401 of the Code that include cash or deferred
arrangements under Section 401(k) of the Code. As a result, there is a
possibility that a material conflict may arise between the interests of owners
generally, or certain classes of owners, and such retirement plans or
participants in such retirement plans. In the event of a material conflict,
Security Life will consider what action may be appropriate, including removing
the Portfolio from the Variable Account. There are certain risks associated with
mixed and shared funding and with the sale of shares to qualified pension and
retirement plans, as disclosed in each Portfolio's prospectus.

    
Unless restricted by state law, the Company reserves the right to limit the
number of variable Account Divisions in which an owner may invest.     

    
The Divisions of the Variable Accounts investing in the Neuberger & Berman
Advisers Management Trust Government Income Portfolio and the Van Eck Worldwide
Balanced Fund will no longer accept new investments, including through
transfers, automatic rebalancing or dollar cost averaging.  Existing investments
in these Funds will not need to be moved at this time, however, Security Life
encourages investors in these Portfolios to consider making a voluntary exchange
to another Division.  Transfers of account values from the Government Income
Portfolio Division or the Worldwide Balanced Fund Division to another Division
of the Variable Account or to the Guaranteed Interest Division will not count
against the 12 transfers permitted annually without charge under the 
Contract.     


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INVESTMENT OBJECTIVES OF THE PORTFOLIOS

Each Portfolio has a different investment objective that it tries to achieve by
following its investment strategy. The objectives and policies of each Portfolio
will affect its return and its risks. A summary of the investment objectives is
contained in the description of each Portfolio below. More detailed information
may be found in the current prospectus for each Portfolio. A prospectus for the
Portfolios being considered must accompany this prospectus and should be read in
conjunction with it.

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

    
The Neuberger & Berman Advisers Management Trust (the "Trust") is a registered,
open-end management investment company organized as a Delaware business trust
pursuant to a Trust Instrument dated May 23, 1994. The Trust is comprised of
separate Portfolios, each of which invests all of its net investable assets in a
corresponding series of Advisers Managers Trust ("Managers Trust"), a
diversified, open-end management investment company organized as of May 24, 1994
as a New York common law trust. This master feeder structure is different from
that of many other investment companies which directly acquire and manage their
own portfolios of securities. Neuberger & Berman Management Incorporated acts as
investment manager to Managers Trust and Neuberger & Berman, L.P. as sub-
adviser.     

    
Limited Maturity Bond Portfolio -- seeks the highest current income consistent
  with low risk to principal and liquidity.  As a secondary objective, it also
  seeks to enhance its total return.  The Limited Maturity Bond Portfolio
  pursues its investment objectives by investing in a diversified portfolio of
  U.S. Government and Agency securities and investment grade debt securities
  issued by financial institutions, corporations and others.  The Limited
  Maturity Bond Portfolio may invest up to 10% of its net assets, measured at
  the time of investment, in fixed income securities rated below investment
  grade or in comparable unrated securities.  The Limited Maturity Bond
  Portfolio's dollar weighted average portfolio duration may range up to four
  years.     

    
Government Income Portfolio -- (no longer available for new investments) seeks a
  high level of current income and total return, consistent with safety of
  principal.  The Portfolio invests at least 65% of its total assets in U.S.
  Government and Agency securities, with an emphasis on U.S. Government mortgage
  backed securities.  In addition, the Portfolio invests at least 25% of its
  total assets in mortgage backed securities (including U.S. Government mortgage
  backed securities) and asset backed securities.  The investment manager
  follows a flexible investment strategy depending on market conditions and
  interest rate trends.     

    
Growth Portfolio -- seeks capital appreciation without regard to income and
  invests in small-medium and large capitalization securities believed to have
  maximum potential for long-term capital appreciation.  The portfolio utilizes
  a "growth at a reasonable price" strategy in selecting these securities.  This
  investment program involves greater risks and share price volatility than
  programs that invest in more conservative securities.     

    
Partners Portfolio -- seeks capital growth through an investment approach that
  is designed to increase capital with reasonable risk. Its investment program
  seeks securities believed to be undervalued based on strong fundamentals such
  as low price to earnings ratio, consistent cash flow, and support from asset
  values. Up to 15% of the series' net assets, measured at the time of
  investment, may be invested in corporate debt securities rated below
  investment grade.     

THE ALGER AMERICAN FUND

The Alger American Fund is a registered investment company organized on April 6,
1988 as a multi-series Massachusetts business trust.  The Fund's investment
manager is Fred Alger Management, Inc., which has been in the business of
providing investment advisory services since 1964.

    
Alger American Small Capitalization Portfolio -- seeks      


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     to obtain long term capital appreciation. Except during temporary defensive
     periods, the Portfolio invests at least 65% of its total assets in equity
     securities of companies that, at the time of purchase of the securities,
     have total market capitalization within the range of companies included in
     the Russell 2000 Growth Index ("Russell Index") or the S&P SmallCap 600
     Index ("S&P Index"), updated quarterly. Both indexes are broad indexes of
     small capitalization stocks. As of March 31, 1997, the range of market
     capitalization of the companies in the Russell Index was $10 million to
     $1.945 billion; the range of market capitalization of the companies in the
     S&P Index at that date was $32 million to $2.579 billion. The combined
     range was $10 million to $ 2.579 billion.     

    
Alger American MidCap Growth Portfolio -- seeks long-term capital appreciation.
  Except during temporary defensive periods, the Portfolio invests at least 65%
  of its total assets in equity securities of companies that, at the time of
  purchase of the securities, have total market capitalization within the range
  of companies included in the S&P MidCap 400 Index, updated quarterly.  The S&P
  MidCap 400 Index is designed to track the performance of medium capitalization
  companies.  As of March 31, 1997, the range of market capitalization of these
  companies was $120 million to $7.193 billion.     

    
Alger American Growth Portfolio -- seeks to obtain long-term capital
  appreciation.  The Portfolio will invest its assets primarily in companies
  whose securities are  traded on domestic stock exchanges or in the over-the-
  counter market.  Except during temporary defensive periods, the Portfolio will
  invest at least 65% of its total assets in the securities of companies that,
  at the time of purchase of the securities, have a total market capitalization
  of $1 billion or greater.     

    
Alger American Leveraged AllCap Portfolio --  seeks long-term capital
  appreciation.  The Portfolio may purchase put and call options and sell
  (write) covered call and put options on securities and securities indexes to
  increase gain and to hedge against the risk of unfavorable price movements,
  and may enter into futures contracts on securities indexes and purchase and
  sell call and put options on these futures.  The Portfolio may also borrow
  money for the purchase of additional securities.  The Portfolio may borrow
  only from banks and may not borrow in excess of one third of the market value
  of its assets, less liabilities other than such borrowing.  Except during
  temporary defensive periods, the Portfolio will invest 85% of its net assets
  in equity securities of companies of any size.     

FIDELITY VARIABLE INSURANCE PRODUCTS FUND AND VARIABLE INSURANCE PRODUCTS FUND
II

Fidelity Variable Insurance Products Fund and Variable Insurance Products Fund
II are open-end, diversified, management investment companies organized as
Massachusetts business trusts on November 13, 1981 and March 21, 1988,
respectively.  The funds are managed by Fidelity Management & Research Company
("FMR") which handles the Funds' business affairs. FMR is the management arm of
Fidelity Investments, which was established in 1946 and is now America's largest
mutual fund manager.

VIP Growth Portfolio -- seeks capital appreciation by investing in common
  stocks, although the Portfolio is not limited to any one type of security.

VIP Overseas Portfolio -- seeks long term growth of capital primarily through
  investments in foreign securities. The Overseas Portfolio provides a means for
  investors to diversify their own portfolios by participating in companies and
  economies outside of the United States.

VIP Money Market Portfolio -- seeks as high a level of current income as is
  consistent with preserving capital and providing liquidity. The Portfolio will
  invest only in high quality U.S. dollar-denominated money market securities of
  domestic and foreign issuers.

VIP II Asset Manager Portfolio -- seeks high total return with reduced risk over
  the long-term by allocating its 


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<PAGE>
 
  assets among domestic and foreign stocks, bonds, and short-term fixed-income
  instruments.

VIP II Index 500 Portfolio -- seeks to provide investment results that
  correspond to the total return (i.e., the combination of capital changes and
  income) of common stocks publicly traded in the United States. In seeking this
  objective, the Portfolio attempts to duplicate the composition and total
  return of the Standard & Poor's Composite Index of 500 Stocks while keeping
  transaction costs and other expenses low. The Portfolio is designed as a long-
  term investment option.

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO Variable Investment Funds, Inc. is a registered, open-end management
investment company that was organized as a Maryland corporation on August 19,
1993, and is currently comprised of four diversified investment Portfolios,
described below.  INVESCO Funds Group, Inc., the Funds' investment adviser, is
primarily responsible for providing the Portfolios with various administrative
services and supervising the Fund's daily business affairs.  Portfolio
management is provided to each Portfolio by its sub-adviser.  INVESCO Trust
Company serves as sub-adviser to the Industrial Income, High Yield and Utilities
Portfolios.  INVESCO Capital Management, Inc. serves as sub-adviser to the Total
Return Portfolio.

INVESCO VIF Total Return Portfolio -- seeks a high total return on investment
  through capital appreciation and current income. The Total Return Portfolio
  seeks to achieve its investment objective by investing in a combination of
  equity securities (consisting of common stocks and, to a lesser degree,
  securities convertible into common stock) and fixed income securities.

    
INVESCO VIF Industrial Income Portfolio -- seeks the best possible current
  income, while following sound investment practices.  Capital growth potential
  is an additional consideration in the selection of portfolio securities.  The
  Portfolio normally invests at least 65% of its total assets in dividend-paying
  common stocks.  Up to 10% of the Portfolio's total assets may be invested in
  equity securities that do not pay regular dividends.  The remaining assets are
  invested in other income-producing securities, such as corporate bonds.  The
  Portfolio also has the flexibility to invest in other types of 
  securities.     

INVESCO VIF High Yield Portfolio -- seeks a high level of current income by
  investing substantially all of its assets in lower rated bonds and other debt
  securities and in preferred stock. Under normal circumstances, at least 65% of
  the Portfolio's total assets will be invested in debt securities having
  maturities at the time of issuance of at least three years. Potential capital
  appreciation is a factor in the selection of investments, but is secondary to
  the Portfolio's primary objective. This Portfolio may not be appropriate for
  all Owners due to the higher risk of lower rated bonds commonly known as "junk
  bonds." See the prospectus for the INVESCO VIF High Yield Portfolio for more
  information concerning these risks.

INVESCO VIF Utilities Portfolio -- seeks capital appreciation and income through
  investments primarily in equity securities of companies principally engaged in
  the public utilities business.

VAN ECK WORLDWIDE INSURANCE TRUST

    
Van Eck Worldwide Insurance Trust is an open-end management investment company
organized as a "business trust" under the laws of the Commonwealth of
Massachusetts on January 7, 1987. Van Eck Associates Corporation serves as
investment adviser and manager to the Worldwide Hard Asssets Fund and Worldwide
Balanced Fund.  Fiduciary Inernational Inc. does not currently serve as sub-
investment adviser to the Worldwide Balanced Fund, but it is expected to do so
when the fund's assets reach a point at which it is appropriate to utilize the
sub-investment adviser's services.     

    
Van Eck Worldwide Balanced Fund -- (no longer available for new investments)
  seeks long term capital appreciation together with current income by investing
  in stocks, bonds and money market instruments worldwide.     

    
On April 30, 1997, the Van Eck Gold and Natural Resources Fund was renamed the
Worldwide Hard Assets Fund to reflect the Fund's new investment objective and
concentration policy approved by shareholders on April 9, 1997.  The Fund's new
investment objective is described below.     

    
Van Eck Worldwide Hard Assets Fund -- seeks long-term capital appreciation by
  investing     


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globally, primarily in "Hard Assets Securities." Hard Assets are tangible,
finite assets, such as real estate, energy, timber, and industrial and precious
metals. Income is a secondary consideration.    

THE GUARANTEED INTEREST DIVISION

All or a portion of the Net Premiums and transfers of the Net Account Value may
be made to the Guaranteed Interest Division, which is part of our General
Account and which pays interest at a declared rate. The General Account supports
our non-variable insurance and annuity obligations. Because of exemptive and
exclusionary provisions, interests in the Guaranteed Interest Division have not
been registered under the Securities Act of 1933, and neither the Guaranteed
Interest Division nor the General Account has been registered as an investment
company under the Investment Company Act of 1940. Accordingly, neither the
General Account, the Guaranteed Interest Division nor any interests therein are
generally subject to regulation under these Acts. As a result, the staff of the
SEC has not reviewed the disclosures included in this prospectus which relate to
the General Account and the Guaranteed Interest Division. These disclosures,
however, may be subject to certain provisions of the Federal securities law
relating to the accuracy and completeness of statements made in this prospectus.
For more details regarding the General Account, see the Policy.

The amount in the Guaranteed Interest Division at any time is the sum of all Net
Premiums allocated to that Division, all transfers to the Guaranteed Interest
Division and earned interest. This amount is reduced by amounts transferred out
of or withdrawn from the Guaranteed Interest Division and deductions from the
Account Value allocated to the Guaranteed Interest Division.

Amounts may be accumulated in the Guaranteed Interest Division by (i) allocating
Net Premiums, (ii) transferring amounts from the Divisions of the Variable
Account, (iii) earning interest on amounts in the Guaranteed Interest Division,
and (iv) repaying a Policy Loan to release amounts from the Loan Division.

We pay a declared interest rate on all amounts in the Guaranteed Interest
Division. From time to time, we declare the rates that will apply to amounts in
the Guaranteed Interest Division. These annual interest rates will never be less
than the minimum guaranteed interest rate of 3% and will be in effect for at
least 12 months. Interest is credited daily at an effective annual rate that
equals the declared rate. The interest is credited as of each Valuation Date to
the amount in the Guaranteed Interest Division. This interest will be paid
regardless of the actual investment experience of the General Account; we bear
the full amount of the investment risk for the amount allocated to the
Guaranteed Interest Division.


DETAILED INFORMATION ABOUT THE FIRSTLINE VARIABLE UNIVERSAL LIFE POLICY

This prospectus describes our standard FirstLine Variable Universal Life Policy.
There may be differences in the Policy because of the requirements of the state
where the Policy is issued; any such changes will be defined in the Policy.

The illustrations beginning on page 20 are intended to provide an idea of how
the key financial elements of FirstLine work. The illustrations show Premiums,
Account Values, Cash Surrender Values and Death Benefits.

APPLYING FOR A POLICY

    
Any individual wishing to purchase a Policy may submit an application to us. On
the Policy Date, the Insured must be no more than Age 85. Before issuing any
Policy or applying Net Premium to the Variable Account or the Guaranteed
Interest Division, we require satisfactory evidence of insurability, which may
include a medical examination, completion of all underwriting requirements, and
satisfaction of issue requirements.     

    
The Investment Date is the date, all issue requirements are satisfied,  we
receive and apply the first premium payment, in an amount not less than 25% of
the Minimum Annual Premium and we approve the policy for issue. The Policy is
generally available with a minimum Stated Death Benefit of $50,000; however, we
may reduce this amount for group or sponsored arrangements or corporate
purchasers. The maximum Stated Death Benefit will be limited by our underwriting
and reinsurance procedures in effect at the time of application.     

The Policy Date is the date upon which the Policy becomes effective. The Policy
Date is the date used to determine Policy years and Policy months regardless of
when the Policy is delivered. In the case of certain payroll 


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deduction plans or other automatic investment plans, the Policy Date may be
different from the date the first premium payment is received. If the Policy
Date is prior to the Investment Date, we will charge monthly deductions from the
Policy Date.

If a premium payment in an amount not less than one-twelfth of the Minimum
Annual Premium is received with the application and there has been no material
misrepresentation in the application, temporary insurance equal to the face
amount applied for up to a maximum amount as described in the binding limited
life insurance coverage form will be in force. Coverage will begin when the
binding limited life insurance coverage form has been completed and signed, a
premium has been accepted by us, and Part I of the application has been
completed. Binding limited life insurance coverage will end on the earliest of
the date: (i) premiums are returned; (ii) five days after notice of termination
is mailed to the Owner's address on the application; (iii) coverage starts under
the Policy resulting from the application; (iv) a policy resulting from the
application is refused by us; or (v) 90 days after the date the binding limited
life insurance coverage form is signed. In no event will a death benefit be
provided under the temporary insurance agreement if there was a material
misrepresentation in the answers to the questions in the binding limited life
insurance coverage form or any question or statement in the application, a
proposed Insured dies by suicide or intentional self-inflicted injury, or the
premium check or authorized withdrawal is not honored.

PREMIUMS

The Owner may choose the amount and frequency of premium payments, as long as
they are within the limits described below.

SCHEDULED PREMIUMS

    
Even though the premiums are flexible, the Schedule pages of the Policy will
show a "Scheduled" Premium. The Owner may select the Scheduled Premium within
our limits when applying for the Policy. The Scheduled Premium is the amount
chosen to pay over a specified period of time and may not necessarily be
sufficient to keep the Policy in force. Premiums can be paid on a quarterly,
semiannual, or annual basis, as specified. Alternatively, premiums other than
the first may be paid by having us withdraw them via Electronic Funds Transfer
each month.  The financial institution making the Electronic Funds Transfer may
impose a charge for this service. The Owner is not required to pay the Scheduled
Premium, and it can be changed at any time subject to the maximum and minimum
limits we may set. If one of the Guaranteed Minimum Death Benefit provisions
described below has been chosen, the Scheduled Premium should not be less than
the amount required to maintain the guarantee.     

UNSCHEDULED PREMIUM PAYMENTS

    
Generally, unscheduled premium payments may be made at any time and in any
amount, as long as each payment is at least $100. Unless otherwise required by
state law, we may change this minimum if we give 90 days written notice. We
reserve the right to limit the amount of unscheduled premiums if the payment
would result in an increase in the amount of the Base Death Benefit required by
the Federal income tax law definition of life insurance, or to require suitable
evidence of the insurability of the Insured at the time of the unscheduled
premium payment. We will return premium payments if we determine the payment
would cause the Policy to immediately become a Modified Endowment Contract.
After the Owner has signed a form acknowledging that the Owner understands the
Policy will be a Modified Endowment Contract, we will apply future premium
payments. See Modified Endowment Contracts, page 48 and Changes to Comply with,
Law, page 50.     

If a Policy Loan is outstanding, any payment which is not a Scheduled Premium
payment received before the Maturity Date is considered a loan repayment, unless
indicated otherwise. Applicable tax and sales charges are not deducted from a
loan repayment but are deducted from any payment which constitutes a premium.

MINIMUM ANNUAL PREMIUM

At least 25% of the Minimum Annual Premium must be paid and received by our
Customer Service Center before the insurance will go into effect. We determine
the applicable Minimum Annual Premium based on the Age, sex and Premium Class of
the Insured, the Stated Death Benefit of the Policy and any additional benefits
selected. We may reduce the Minimum Annual Premium for group or sponsored
arrangements or corporate purchasers. The Minimum Annual Premium for the Policy
is shown in the Schedule pages of the Policy.

If on each Monthly Processing Date during the first three Policy years, the sum
of premiums paid, less the sum of Partial Withdrawals and Policy Loans taken
including accrued loan interest, is greater than or equal to one twelfth of the
Minimum Annual Premium times the number of completed Policy months, the Policy
is 


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guaranteed not to lapse, regardless of the Policy's Net Cash Surrender Value.
See Lapse, page 15.

PREMIUM PAYMENTS AFFECT THE CONTINUATION OF COVERAGE
 
If premium payments are discontinued either temporarily or permanently, the
Policy will continue in effect until the Net Cash Surrender Value can no longer
cover the monthly deductions from the Account Value for the benefits selected
and the Policy will lapse. See Lapse, page . If the Minimum Annual Premium
requirements are satisfied, the Policy is guaranteed not to lapse during the
first three Policy years, regardless of the Policy's Net Cash Surrender Value
during this three year period. See Lapse, page. If one of the Guaranteed
Minimum Death Benefit provisions is elected, the Stated Death Benefit portion of
the Policy will remain in effect until the end of the Guarantee Period so long
as the conditions of the guarantee are met. See Guaranteed Minimum Death Benefit
Provision, page 26. 

CHOICE OF DEFINITIONAL TESTS

When applying for the Policy, the Owner will irrevocably choose which of the two
tests for compliance with the Federal income tax law definition of life
insurance we will apply to the Policy. These tests are the Cash Value
Accumulation Test and the Guideline Premium/Cash Value Corridor Test. See Life
Insurance Definition, page 47. If the Guideline Premium/Cash Value Corridor Test
is chosen, the premium payments that may be made relative to the death benefit
of the Policy will be limited. 

CHOICE OF GUARANTEED MINIMUM DEATH BENEFIT PROVISIONS
 
When applying for the Policy, the Owner will also have the opportunity to choose
from one of two Guaranteed Minimum Death Benefit provisions, which may extend
the period that the Stated Death Benefit of the Policy will remain in effect if
the Divisions of the Variable Account suffer adverse investment experience.
These provisions require premium payment levels which are higher than the
Minimum Annual Premium and will incur an extra charge from the Account Value
each month during the Guarantee Period. In addition, the Owner must diversify
the Net Account Value according to our requirements. See Guaranteed Minimum 
Death Benefit Provision, page 26. 

    
The required premium levels depend on which of the two Guarantee Periods is
chosen, as well as the Stated Death Benefit of the Policy, the Insured's Age,
sex, and Premium Class, the death benefit option chosen, and Rider coverage. For
Policies with no other Rider coverage, the required premium level for the
Lifetime Guarantee Period will be equal to the guideline annual premium
determined in accordance with the Federal income tax law definition of life
insurance; the required premium level for the Ten Year/Age 65 Guarantee Period
will be the  greater of the Target Premium or minimum premium for each segment
of Stated Death Benefit. The required premium level for the Lifetime Guarantee
Period will be greater than that required for the Ten Year/Age 65 Guarantee
Period. Adding additional benefits to the Policy will increase the required
premium levels above those indicated above.     

It is important to consider the Guaranteed Minimum Death Benefit Provision when
setting the Scheduled Premium.

MODIFIED ENDOWMENT CONTRACTS 

Regardless of which test for compliance with the Federal income tax law
definition of life insurance is chosen, Federal income tax law provides special
rules for the income taxation of distributions from life insurance policies
which are defined as "Modified Endowment Contracts." These rules apply to
distributions such as Policy Loans, surrenders and Partial Withdrawals. The
application of these rules depends upon whether premiums have been paid which
exceed a defined "seven-pay" limit. See Modified Endowment Contracts, page ____.
If we determine that the Scheduled Premium chosen will cause the Policy to be a
Modified Endowment Contract on the Policy Date, we will issue the Policy based
on the Scheduled Premium selected, but we will require the Owner to sign a form
acknowledging that the Policy is a Modified Endowment Contract. Alternatively,
the Scheduled Premium may be reduced to a level which will not cause the Policy
to become a Modified Endowment Contract, and we will issue the Policy based on
the revised Scheduled Premium.

ALLOCATION OF NET PREMIUMS

After certain premium-based charges are deducted from each premium, the balance,
called the Net Premium, is added to the Account Value based on the Owner's
instructions. Net Premium amounts allocated to the Guaranteed Interest Division
will be allocated to that Division upon receipt. During the Free Look Period,
Net Premiums allocated to the Divisions of the Variable Account will be
allocated to the Division investing in the Fidelity VIP Money Market Portfolio
of the Variable 

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Account. At the end of the Free Look Period, this portion of the
Account Value will be automatically allocated according to the most recent
premium allocation instructions. See Free Look Period, page 52.

Net Premiums received after the Free Look Period will be allocated upon receipt,
according to the allocation instructions stated in the application or the most
recent instructions. Allocation percentages must be in whole numbers. The sum
for all Divisions must equal 100%. The premium allocation may be changed five
times per Policy year without charge. If the Owner changes premium allocations
more than five times in a Policy year, there will be a $25 charge for each
additional change.


DEATH BENEFITS

FirstLine offers the flexibility to determine the amount of insurance coverage
needed, both now and in the future. It does this by combining the long-term
advantages of permanent life insurance coverage with the flexibility and short-
term advantages of term life insurance. Both permanent and term life insurance
are available in this single Policy, FirstLine.

When the Policy is issued, an initial amount of insurance coverage is determined
according to the instructions included in the application. The death benefit
initially consists of a Stated Death Benefit and, if desired, an additional
amount of insurance coverage which is added by Adjustable Term Insurance Rider.
The Stated Death Benefit is the long-term element of the Policy; the Adjustable
Term Insurance Rider is the term insurance element of the Policy.

    
As described below, the Base Death Benefit may vary from the Stated Death
Benefit. This may result from choice of death benefit option, increases to
comply with the Federal income tax law definition of life insurance, changes in
the death benefit option, partial withdrawals, or increases and decreases
requested.     

The Adjustable Term Insurance Rider provides term insurance coverage which
adjusts automatically to fill the difference between the Target Death Benefit
chosen and the Base Death Benefit. The Adjustable Term Insurance Rider does not
have an externally defined premium; the cost is included in the monthly cost of
insurance charges discussed below. See Adjustable Term Insurance Rider, page 
29. 

So long as the Policy remains in force, we will pay an amount equal to the Death
Proceeds to the Beneficiary of this Policy when the Insured dies. The Death
Proceeds will consist of the Base Death Benefit, reduced by any outstanding
Policy Loan and accrued loan interest (and, if in the grace period, further
reduced by any overdue charges). The Death Proceeds will also include any amount
provided by Rider on the primary Insured.


DEATH BENEFIT OPTIONS

The Owner may choose from three death benefit options: Option 1, Option 2 or
Option 3. These options may result in a Base Death Benefit under the Policy
which exceeds the Stated Death Benefit. The death benefit option may be changed
on any Policy anniversary. See Changes In Death Benefit Option, page 26.

  Under Option 1, the Base Death Benefit equals the Stated Death Benefit of the
  Policy.

  Under Option 2, the Base Death Benefit equals the Stated Death Benefit of the
  Policy plus the Account Value. Under Option 2, the Base Death Benefit
  fluctuates with the amount of the Account Value, but will never be less than
  the Stated Death Benefit.

  Under Option 3, the Base Death Benefit equals the Stated Death Benefit of the
  Policy plus the sum of all premiums paid minus Partial Withdrawals taken under
  the Policy. Under Option 3, the Base Death Benefit generally will increase as
  premiums are paid and decrease as Partial Withdrawals are taken. In no event
  will the Base Death Benefit be less than the Stated Death Benefit.

Owners who prefer to have any favorable investment experience reflected in
increased insurance coverage should choose Option 2. Owners who prefer to have
insurance coverage that does not vary in amount, and lower cost of insurance
charges, should choose Option 1. Owners who wish to have their coverage
generally reflect their premium outlay should choose Option 3.

    
Federal income tax law requires the death benefit to be at least as great as the
Account Value times a factor which is defined in the law. The factors are
determined based upon the Age and possibly Premium Class and sex at any point in
time as well as the test for compliance chosen in the original application for
this Policy. See Life Insurance Definition, page 47, for a description of the
tests and these factors.     

We will adjust  the Policy if necessary to continue to qualify as life insurance
under the applicable provisions of the Federal income tax laws in existence at
the time the Policy is issued.

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                                      25
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<PAGE>
 
CHANGES IN DEATH BENEFIT OPTION

A change in the Death Benefit Option may be requested at least 30 days prior to
a Policy anniversary. The change will be effective as of the Policy anniversary.
The death benefit option change applies to the entire Stated Death Benefit. For
us to approve a change in the death benefit option from Option 1 to Option 2, or
from Option 1 to Option 3, evidence that the Insured is insurable according to
our normal rules of underwriting for that class of policy must be submitted to
us. We may not allow any change if it would reduce the Stated Death Benefit
below the minimum we require to issue this Policy. After the effective date of
the change, the Stated Death Benefit will be changed according to the following
table:

<TABLE>
<CAPTION>
OPTION CHANGE                     STATED DEATH BENEFIT
FROM        TO                    FOLLOWING CHANGE
                                  EQUALS:
<S>       <C>                     <C>
Option 1  Option 2                Stated Death Benefit prior to such
                                  change minus the Account Value as
                                  of the effective date of the change.
 
Option 2  Option 1                Stated Death Benefit prior to such
                                  change plus the Account Value as of
                                  the effective date of the change.
 
Option 1  Option 3                Stated Death Benefit prior to such
                                  change minus (i) the sum of the
                                  premiums paid, plus (ii) Partial
                                  Withdrawals taken as of the
                                  effective date of the change.
 
Option 3  Option 1                Stated Death Benefit prior to such
                                  change plus (i) the sum of the
                                  premiums paid, minus (ii) Partial
                                  Withdrawals taken as of the effective
                                  date of the change.

Option 2  Option 3                Stated Death Benefit prior to such change plus
                                  (i) the Account Value as of the effective date
                                  of the change, minus (ii) the sum of the
                                  premiums paid minus Partial Withdrawals taken
                                  as of the effective date of the change.

Option 3  Option 2                Stated Death Benefit prior to such change plus
                                  (i) the sum of the premiums paid minus Partial
                                  Withdrawals taken as of the effective date of
                                  the change, minus (ii) the Account Value as of
                                  the effective date of the change.
</TABLE> 

For purposes of a death benefit option change, the Account Value will be
allocated to each coverage segment in the same proportion that the Stated Death
Benefit of that segment bears to the sum of all Stated Death Benefit segments.
See Changes In Death Benefit Amounts, page 27.

We do not charge a Surrender Charge for any decrease in Stated Death Benefit
when this type of change is made, nor is there an adjustment to the Target
Premium. See Surrender Charge, page 40. These increases and decreases in Stated
Death Benefit are made so that the amount of the Base Death Benefit remains the
same on the date of the change. When the Base Death Benefit remains the same,
there is no immediate change in the Net Amount at Risk, which is the amount on
which our cost of insurance charges are based. See Cost of Insurance Charges,
page 38. In addition, there will be no change to the amount of term insurance if
the Adjustable Term Insurance Rider has been added.

    
Any changes in the death benefit option of the Policy will go into effect as of
the Policy anniversary on or following the date we approve the request for the
change. A request for a change must be received at our Customer Service Center
at least 30 days prior to the Policy anniversary. After the request is approved,
we will send a new policy schedule page. This schedule should be attached to the
Policy. We may also ask that the Policy be returned to our Customer Service
Center so that we can note the change in the Schedule.     


GUARANTEED MINIMUM DEATH BENEFIT PROVISION

Generally, the length of time the Policy remains in force depends on the Net
Cash Surrender Value of the Policy. Because the charges that maintain the Policy
are deducted monthly from the Account Value, coverage will last as long as the
Net Cash Surrender Value is sufficient to pay these charges. The investment
experience of any amounts in the Divisions of the Variable Account and the
interest earned in the Guaranteed Interest Division will affect the amount of
the Account Value and, as a result, the length of time the Policy remains in
force without the payment of additional premiums.

When applying for the Policy, one of two Guaranteed Minimum Death Benefit
provisions may be chosen, which may extend the period that the Stated Death

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                                      26
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<PAGE>
 
Benefit of the Policy will remain in effect if the Divisions of the Variable
Account suffer adverse investment experience. The two options vary primarily by
the length of time which they cover, which we call the Guarantee Period. The
first option has a Guarantee Period of 10 Policy years or to the Insured's Age
65, whichever is later; that is, it protects the Stated Death Benefit of the
Policy for a limited number of Policy years. The second option has a Lifetime
Guarantee Period; it protects the Stated Death Benefit for the life of the
Insured to the Maturity Date. See Choice of Guaranteed Minimum Death Benefit 
Provisions, page 24.

However, the Guaranteed Minimum Death Benefit provision does not apply to the
Adjustable Term Insurance Rider or to any other Riders. Therefore, if the Net
Cash Surrender Value is insufficient to pay all of the deductions as they come
due, only the Stated Death Benefit portion of the Policy will be guaranteed to
stay in force under the Guaranteed Minimum Death Benefit provisions; any
attached Riders will lapse. See Lapse, page 35.

    
The Guaranteed Minimum Death Benefit provisions may not be available in all
states.     

REQUIREMENTS TO MAINTAIN THE GUARANTEE PERIOD

    
The Guaranteed Minimum Death Benefit provisions require premium payment levels
that are higher than the Minimum Annual Premium. Although the required premium
levels are different, the mechanics of the Guaranteed Minimum Death Benefit
provisions are similar. As of each Monthly Processing Date we will perform a
test to see if sufficient premiums have been paid to keep the guarantee in
place. If (i) actual premiums paid, minus the amount of any Partial Withdrawals
and any Policy Loan and accrued loan interest, equals or exceeds (ii) one
twelfth of the Guarantee Period Annual Premium for the option chosen times the
number of complete months the Policy has been in force, the Guarantee Period
will remain in effect regardless of the investment experience of the Divisions
of the Variable Account. If the Policy fails to meet this test on any Monthly
Processing Date, the Guarantee Period and therefore the Guaranteed Minimum Death
Benefit provision will terminate. The required premiums for the Guarantee Period
chosen will be listed in the Schedule of the Policy. If the  policy benefits are
increased, the Guarantee Period Annual Premium is increased. In order to
determine the required premium to maintain the Guarantee Period, one twelfth of
each Guarantee Period Annual Premium is multiplied by the number of months this
amount was in effect. Each of these resulting amounts is summed and the total is
used in ii) above.     

The Guarantee Period will also be terminated if the Net Account Value on any
Monthly Processing Date is not diversified according to the following rules:

a)  No more than 35% of the Net Account Value may be invested in any one
    Division, and

b)  The Net Account Value must be invested in at least five Divisions.

These diversification requirements will be satisfied if the Automatic
Rebalancing Feature has been elected and conditions a) and b) above are met. The
Policy will also be deemed to satisfy our requirements for diversification if
Dollar Cost Averaging is elected and the resulting transfers are directed into
at least four other Divisions with no more than 35% of any transfer being to any
one Division. See Dollar Cost Averaging, page 32, and Automatic Rebalancing, 
page 33.

Once terminated, the Guaranteed Minimum Death Benefit provision cannot be
reinstated.

    
There is a charge for the Guaranteed Minimum Death Benefit. See Guaranteed
Minimum Death Benefit Charge, page __. This charge will end at the conclusion of
the Ten Year/Age 65 Guarantee Period if that option is chosen, and it will end
for either option if the Policy fails the monthly premium test or the
diversification test.    

Please refer to the Policy for additional information on the Guaranteed Minimum
Death Benefit provisions or ask a Registered Representative for a personalized
illustration of these options.


CHANGES IN DEATH BENEFIT AMOUNTS

An increase or a decrease in the death benefit of the Policy may be requested by
the Owner. This request must be received by our Customer Service Center at least
30 days prior to the Policy anniversary. Any change in coverage may not be for
an amount less than $1,000.

Any changes in the death benefit of the Policy will go into effect as of the
Policy anniversary on or following the date we approve the request for the
change. After the request is approved, we will send a new Schedule which will
include the Stated Death Benefit, the benefit under any Riders, if applicable,
the guaranteed cost of insurance rates, the guideline annual premium and the new
Surrender Charge. This notice should be attached to the Policy. We may also ask
that the Policy be returned to our 

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                                      27
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<PAGE>
 
Customer Service Center so that we can note the change in the Schedule.

    
While the Policy is in force, increases in its Target or Stated Death Benefit
may be made prior to the Policy Anniversary on which the Insured is Age 86. The
Stated Death Benefit may be decreased if the request occurs at least two years
from the Policy Date or at least two years after an increase is made. Decreases
in the death benefit may not decrease the Stated Death Benefit below $50,000;
(however, we may allow decreases below $50,000 for group or sponsored
arrangements or corporate purchasers).  There may be tax consequences to the
decrease, See Life Insurance Definition, page ___________,  and Modified
Endowment Contracts, page 48.     

If the death benefit is increased, satisfactory evidence must be provided that
the Insured is still insurable.

Unless indicated otherwise, any request for an increase to the Target Death
Benefit will be assumed to also be a request for an increase to the Stated Death
Benefit so that the amount of the Adjustable Term Insurance Rider, if it is
included with the Policy at the time of the increase, will not change. The
Target Death Benefit may be changed only once each Policy year and any such
change will be effective as of the Policy anniversary.

A requested increase in the Stated Death Benefit will create a new coverage
segment for which cost of insurance and other charges will be computed
separately. See CHARGES, DEDUCTIONS AND REFUND, page 37. (Increases in Stated
Death Benefit resulting from death benefit option changes do not create new
coverage segments, rather, they merely increase the size of the existing
segment(s) of Stated Death Benefit.) As discussed below, once created, a new
coverage segment of Stated Death Benefit can never be entirely eliminated unless
required differently by state law.

    
If an increase creates a new coverage segment of Stated Death Benefit, premiums
paid after the increase will be allocated to the original and the new coverage
segments in the same proportion that the guideline annual premiums defined by
the Federal income tax laws for each segment bear to the sum of the guideline
annual premiums for all base segments. The guideline annual premiums will be
shown in the Schedule for each coverage segment. Net Amount at Risk will be
allocated to each coverage segment in the same proportion that the Stated Death
Benefit for that segment bears to the sum of the Stated Death Benefit for all
segments.     

    
Requested reductions in the death benefit will first be applied to reduce the
Target Death Benefit. The Stated Death Benefit will be decreased only after
Adjustable Term Insurance Rider coverage has been reduced to zero. If more than
one coverage segment of Stated Death Benefit exists, any subsequent reduction in
Stated Death Benefit will be allocated between coverage segments in the same
proportion that the Stated Death Benefit of each segment bears to the total
Stated Death Benefit prior to the reduction unless required differently by state
law.     

If the reduction decreases the Stated Death Benefit during the Surrender Charge
period, the Surrender Charge on the remaining Stated Death Benefit will be
reduced; however, we will deduct an amount equal to the reduction in the
Surrender Charge from the Account Value. See Surrender Charge, page 40.

In some cases, we may not approve a change requested because it would disqualify
the Policy as life insurance under applicable Federal income tax law. If we do
not approve a change, we will provide notification of our decision about making
the change. See TAX CONSIDERATIONS, page 47.

    
An increase in death benefit may be canceled by the Owner within 10 days after
receipt of a new Schedule showing the increase or as otherwise specified by law.
If an increase is canceled, we will refund any charges attributable to the
increase. If a scheduled change is canceled or the Owner asks for an unscheduled
decrease to the Target Death Benefit, we may eliminate any future scheduled
increases to the Target Death Benefit.     

BENEFITS AT MATURITY

If the Insured is still living on the Maturity Date, we will pay the Net Account
Value to the  Policy Owner. The Net Account Value is the Account Value reduced
by any outstanding Policy Loan and accrued loan interest. The Policy will then
end. The Maturity Date is the Policy anniversary nearest the date on which the
Insured attains Age 100.


ADDITIONAL BENEFITS

The Policy may include additional benefits, which are also attached to the
Policy by Rider. A charge will be deducted monthly from the Account Value for
each additional benefit chosen. These benefits may be canceled at any time. See
Modified Endowment Contracts, page 48, for information on the tax effect of
adding or

________________________________________________________________________________
                                      28
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<PAGE>
canceling these benefits. More details will be included in the Policy
if any of these benefits are chosen.

From time to time we may make available Riders other than those listed below.
Contact your Registered Representative for a complete list of the Riders
available.

Certain Riders may not be available for all Policies.

ACCIDENTAL DEATH BENEFIT RIDER

This rider will pay the benefit amount selected if the Insured dies as a result
of an accident or if the Insured dies within 90 days of an injury sustained in
an accident and the death occurs prior to the Insured's Age 70.

ADJUSTABLE TERM INSURANCE RIDER

The Death Proceeds may be increased by adding the Adjustable Term Insurance
Rider on the life of the Insured. As the name suggests, the Adjustable Term
Insurance Rider adjusts over time.

At issue, a schedule of death benefits called the Target Death Benefit is
specified at levels to meet projected needs in the future. The Target Death
Benefit may be set to vary as often as each Policy year. The Target Death
Benefit will be listed in the Schedule.

Subject to our rules, the Target Death Benefit schedule may be changed after
issue. See Changes In Death Benefit Amounts, page 27.

The amount of Adjustable Term Insurance Rider in force at any time is the amount
needed to fill the difference between the Target Death Benefit selected and the
Base Death Benefit in effect. The Adjustable Term Insurance Rider is dynamic in
that it adjusts daily for variations in the Base Death Benefit resulting from
compliance with the Federal income tax law definition of life insurance test you
have chosen. 

For example, assume the Base Death Benefit increases due to compliance with the
Federal income tax law definition of life insurance. The Adjustable Term
Insurance Rider will adjust to provide Death Proceeds equal to the Target Death
Benefit in each year:
<TABLE> 
<CAPTION> 
Base Death    Target Death     Adjustable Term
Benefit       Benefit       Insurance Rider Amount
- ------------  ------------  ----------------------
<S>           <C>           <C> 
201,500            250,000                  48,500
202,500            250,000                  47,500
202,250            250,000                  47,750
</TABLE> 
Since the Adjustable Term Insurance Rider is dynamic, it is possible that the
Adjustable Term Insurance Rider amount may be eliminated entirely as a result of
increases in the Base Death Benefit due to the Federal income tax law definition
of life insurance requirements. Using the example outlined above, if the Base
Death Benefit under the Policy grew to $250,000, the Adjustable Term Insurance
Rider amount would be reduced to zero. (It can never be reduced below zero.)
Even though the Adjustable Term Insurance Rider amount is reduced to zero, the
Rider will remain in effect until it is removed from the Policy. Therefore, if
the Base Death Benefit under the Policy is subsequently reduced below the Target
Death Benefit, the Adjustable Term Insurance Rider amount will reappear as
needed to maintain the Target Death Benefit at the requested level. Partial
Withdrawals and Base decreases may reduce the amount of the Target Death
Benefit. See Partial Withdrawals, page 34.
    
We generally restrict the amount of the Target Death Benefit to an amount not
more than ten times the Stated Death Benefit. For example, if the Stated Death
Benefit is $100,000 then the maximum amount of Target Death Benefit we will
allow will be $1,000,000.     

Given the flexible nature of the Adjustable Term Insurance Rider, there is no
defined premium for the amount of coverage. Instead, a cost of insurance charge
is deducted monthly from the Account Value for the Adjustable Term Insurance
Rider amount in effect. The cost of insurance charge may be lower than the rates
applicable to the Base Death Benefit in the early Policy years, and may be
higher in the later Policy years. See Cost of Insurance Charges, page 38. Since
there is no defined premium related to the Adjustable Term Insurance Rider,
there are no sales or Surrender Charges associated with this coverage;
therefore, any increase in the Target Death Benefit which does not increase the
Stated Death Benefit will not increase the total Surrender Charge for the
Policy; any decrease in the Adjustable Term Insurance Rider coverage will not
cause a Surrender Charge to be incurred. See Changes In Death Benefit Amounts,
page ______.

        

ADDITIONAL INSURED RIDER

This Rider provides for death benefits upon the death of immediate family
members other than the Insured. A maximum of nine Additional Insured Riders may
be added to the Policy. The minimum amount of coverage for each Rider is $10,000
and the maximum coverage for 

________________________________________________________________________________
                                      29
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<PAGE>
 
all Additional Insured Riders combined equals five times the Stated Death
Benefit of the Policy.

CHILDREN'S INSURANCE RIDER

This Rider will allow the addition of death benefit coverage on children. It
also provides for coverage for children by birth or legal adoption upon
attainment of 15 days of age without presenting evidence of insurability.

RIGHT TO EXCHANGE RIDER

This Rider allows the Owner to change the person insured under the Policy. A
change of the Insured may have Federal income tax consequences. If an exchange
of Insured occurs, the cost of insurance charges in the future may change but
the Account Value will remain unchanged as of the exchange date. There is no
charge for this Rider.

GUARANTEED INSURABILITY RIDER

This Rider will allow increases in the Stated Death Benefit without providing us
with evidence that the Insured remains insurable.  Increases are limited in
amount and timing.

WAIVER OF COST OF INSURANCE RIDER

This Rider provides that during the total disability of the Insured, while the
Policy remains in force, the monthly expense charges, cost of insurance charges
and Rider charges will be waived and therefore not deducted from the Account
Value. If this rider is added to the Policy, the Waiver of Specified Premium
Rider may not also be added.

WAIVER OF SPECIFIED PREMIUM RIDER

This Rider provides that during the total disability of the Insured, while the
Policy remains in force, a specified premium will be credited monthly to the
Policy. In the application the amount of premium is selected, within limits,
that will be waived. If this Rider is added to your Policy, the Waiver of Cost
of Insurance Rider may not also be added.

POLICY VALUES

ACCOUNT VALUE

The Account Value is the sum of the amounts in the Guaranteed Interest Division
and in the various Divisions of our Variable Account. It also includes any
amount we have set aside in the Loan Division to secure any outstanding Policy
Loan. The Account Value therefore reflects all premiums paid, charges made,
Loans and Partial Withdrawals taken, investment experience of the Variable
Account and earnings accrued in the Guaranteed Interest and Loan Divisions.

CASH SURRENDER VALUE

The Cash Surrender Value of the Policy equals the Account Value less any
Surrender Charge.

NET CASH SURRENDER VALUE

The Net Cash Surrender Value of the Policy is equal to the Cash Surrender Value
less the amount of any outstanding Policy Loan and any accrued loan interest.

NET ACCOUNT VALUE

The Net Account Value of the Policy is equal to the Account Value less the
amount of any outstanding Policy Loan and any accrued loan interest.

DETERMINING THE VALUE IN THE DIVISIONS OF THE VARIABLE ACCOUNT

The amounts included in the Divisions of the Variable Account are measured in
terms of Accumulation Units and Accumulation Unit Values. On any given day, the
value of the amount in a Division of the Variable Account is equal to the
Accumulation Unit Value times the number of Accumulation Units credited in that
Division. The Accumulation Units of each Division of the Variable Account will
have different Accumulation Unit Values.

Accumulation Units of a Division are purchased whenever premiums are allocated
or amounts are transferred to that Division (including transfers from the Loan
Division). Accumulation Units are redeemed when Partial Withdrawals are taken or
amounts are transferred from a Division of the Variable Account (including
transfers to the Loan Division) and to pay the death benefit when the Insured
dies. We also redeem Accumulation Units for the monthly deductions from the
Account Value, for Policy transaction charges and Surrender Charges, if any.

The number of Accumulation Units purchased or redeemed in a Division of the
Variable Account as of any Valuation Date is calculated by dividing the dollar
amount of the transaction by the Division's Accumulation Unit Value calculated
after the close of business that day. The Accumulation Unit Value of each
Division fluctuates 

________________________________________________________________________________
                                      30
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<PAGE>
 
with the investment experience of the corresponding Portfolio and reflects the
investment income, realized and unrealized capital gains and losses and expenses
of the Portfolio. The Accumulation Unit Values also reflect the mortality and
expense risk charges we make each day to the Variable Account. See How We
Calculate Accumulation Unit Values for Each Division, page 31.

Transactions are processed as of the Transaction Date. The Transaction Date is
the date we receive a premium or an acceptable written or telephone request at
our Customer Service Center. If the premium or request reaches our Customer
Service Center on a day which is not a Valuation Date, or after the close of
business on a Valuation Date (that is, after 4:00 p.m. Eastern Time), the
Transaction Date will be the next succeeding Valuation Date.

Monthly deductions against the Account Value are made as of the Monthly
Processing Date. Transaction charges or Surrender Charges are made as of the
effective date of the transaction.

The value of any amount allocated to a Division of our Variable Account will go
up or down depending on the investment experience of that Division. For amounts
allocated to the Divisions of the Variable Account, there is no guaranteed
minimum cash value.

HOW WE CALCULATE ACCUMULATION UNIT VALUES FOR EACH DIVISION

We determine Accumulation Unit Values for the Divisions of the Variable Account
as of each Valuation Date. All Policy transactions are performed as of a
Valuation Date.

The Accumulation Unit Value for each Division will generally be set at $10 on
the first Valuation Date that there are Policy transactions in that Division of
the Variable Account. After that, the Accumulation Unit Value as of any
Valuation Date is equal to the Accumulation Unit Value for the preceding
Valuation Date multiplied by the Accumulation Experience Factor for that
Division for the Valuation Period.

We calculate an Accumulation Experience Factor for each Division every Valuation
Date as follows:

  1.      We take the value of the shares belonging to the Division in the
          corresponding Portfolio as of the close of business that Valuation
          Date (before giving effect to any Policy transactions for that day,
          such as premium payments or surrenders). For this purpose, we use the
          share value reported to us by the managers of the Portfolio.

  2.      We add any dividends or capital gains distributions declared and
          reinvested by the Portfolio during the Valuation Period. We subtract
          from this amount a charge for taxes, if any.

  3.      We divide this amount by the value of the shares belonging to the
          Division in the corresponding Portfolio as of the close of business on
          the preceding Valuation Date. This amount represents the gross
          experience factor per Accumulation Unit, before reduction for the
          expenses of the Variable Account.

  4.      We subtract a charge for the mortality and expense risk assumed by us
          under the Policy. The daily charge is .002055% of the Accumulation
          Unit Value, which is equivalent to an annual rate of .75% of the
          Accumulation Unit Value. If the previous day was not a Valuation Date,
          then the charge is adjusted for the additional days between
          valuations.

The resulting amount is the Accumulation Experience Factor for the Valuation
Period.

TRANSFERS OF ACCOUNT VALUES

After the Free Look Period, up to 12 transfers between Divisions of the Variable
Account or to the Guaranteed Interest Division may be made in each Policy year
without charge. There is no limit on the number of transfers, but we charge a
fee of $25 for each additional transfer beyond the first 12. Transfers due to
the operation of Automatic Rebalancing or Dollar Cost Averaging are not included
in determining the limit on transfers without a charge. To make a transfer,
write to our Customer Service Center. The transfer will take effect as of the
Valuation Date we receive the request. The minimum amount we will transfer on
any date is $100. This minimum need not come from any one Division or be
transferred to any one Division as long as the total amount requested to be
transferred equals at least the minimum. However, we will transfer the entire
amount in any Division of the Variable Account from which a transfer is
requested, if the amount remaining in that Division is less than $100.

We reserve the right to limit excessive trading activity, which can disrupt
Portfolio management strategy and increase Portfolio expenses. For example, we
may refuse to accept or may place certain restrictions on transfers made by
third-party agents acting on behalf of multiple Owners or made pursuant to
market timing services when we determine, at our sole discretion, that such
transfers 

________________________________________________________________________________
                                      31
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<PAGE>
 
will be detrimental to the Portfolios and the Owners as a whole. Such
transfers may cause increased trading and transaction costs, disruption of
planned investment strategies, forced and unplanned portfolio turnover, and lost
opportunity costs, and may subject the Portfolios to large asset swings that
diminish the Portfolios' ability to provide maximum investment return to all
Owners.

Transfers to or from the Guaranteed Interest Division are described below. Once
during the first 30 days of each Policy year, amounts may be transferred from
the Guaranteed Interest Division. Transfer requests received within 30 days
prior to the Policy anniversary will be deemed to occur as of the Policy
anniversary. Transfer requests received on the Policy anniversary or within the
following 30 days will be processed. Transfer requests received at any other
time will not be processed. Transfers of the Account Value to the Guaranteed
Interest Division are not limited to this 30-day period. Transfer amounts from
the Guaranteed Interest Division to the Divisions of the Variable Account are
limited to the greatest of (i) 25% of the balance in the Guaranteed Interest
Division at the time of the first transfer or withdrawal in that Policy year,
(ii) the sum of the amounts transferred and withdrawn from the Guaranteed
Interest Division in the prior Policy year or, (iii) $100.

If telephone privileges have been elected in an application or sent by written
notice to our Customer Service Center, transfers may be made by telephoning our
Customer Service Center. See Telephone Privileges, page 54.

DOLLAR COST AVERAGING

We offer a feature called Dollar Cost Averaging to Owners who have at least
$10,000 of Account Value invested in either the Division investing in the
Fidelity VIP Money Market Portfolio or the Neuberger & Berman  AMT Limited
Maturity Bond Portfolio of the Variable Account. The main objective of Dollar
Cost Averaging is to protect the investment from short-term price fluctuations.
Since the same dollar amount is transferred to other Divisions each month, more
units are purchased in a Division if the value per unit that month is low, and
fewer units are purchased if the value per unit that month is high. This plan of
investing reduces the risk of investing too much when the price of shares is
high and too little when the price of shares is low.

With Dollar Cost Averaging, a designated dollar amount of the Account Value will
be transferred automatically each month from the selected Division to one or
more other Divisions of the Variable Account. (Dollar Cost Averaging transfers
may not be made to the Guaranteed Interest Division.) Percentage allocations of
the transfer amount must be designated as whole number percentages; no specific
dollar designation may be made to the Divisions of the Variable Account. If the
Owner elects to transfer to a particular Division, the minimum percentage that
may be transferred to that Division is 1% of the total amount transferred. A
date for Dollar Cost Averaging to terminate may be specified. A dollar amount
may be specified so that when the balance remaining in either the Division
investing in the Fidelity VIP Money Market Portfolio or the Neuberger & Berman
AMT Limited Maturity Bond Portfolio reaches this dollar amount, Dollar Cost
Averaging will terminate.

    
The monthly transfer under Dollar Cost Averaging may be no less than $100 per
month and may be no more than one twelfth of the Account Value at the time
Dollar Cost Averaging is elected in the Division from which the Dollar Cost
Averaging transfers are to be made. Each automatic monthly transfer will take
place on the Monthly Processing Date beginning with the first Monthly Processing
Date which is at least 30 days after our receipt of the request for Dollar Cost
Averaging. However, in no event will Dollar Cost Averaging begin before the
Monthly Processing Date following the end of the Free Look Period. If on any
Monthly Processing Date, the amount in the Division from which transfers are to
be made is equal to or less than the amount you have elected to have
transferred, the entire amount will be transferred, and Dollar Cost Averaging
will end. The amount to be transferred or the Divisions to which transfers are
to be made may be changed once each Policy year. Dollar Cost Averaging may be
canceled completely by sending satisfactory notice to our Customer Service
Center at least seven days before the next transfer date.     

If both Dollar Cost Averaging and Automatic Rebalancing are elected, Dollar Cost
Averaging will take place first. As of the first Valuation Date of the next
calendar quarter after Dollar Cost Averaging has terminated, Automatic
Rebalancing will begin. Dollar Cost Averaging is available without charge.

If telephone privileges have been elected in an application or written notice
has been sent to our Customer Service Center requesting this privilege, changes
to Dollar Cost Averaging can be made by telephoning our Customer Service Center.
See Telephone Privileges, page 54.

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<PAGE>
 
AUTOMATIC REBALANCING

Automatic Rebalancing provides a method for maintaining a balanced approach to
investing Account Values and for simplifying the process of asset allocation
over time. During the operation of Automatic Rebalancing, transfers among
Divisions may be accomplished only by changing premium allocation 
percentages.

The Automatic Rebalancing feature may be elected by application or at any
subsequent time by completing the appropriate form. Automatic Rebalancing
matches Account Value allocations over time to the allocation percentages for
new premiums. As of the first Valuation Date of each calendar quarter, we will
automatically rebalance the amounts in each of the Divisions to match the
current premium allocation percentages. This will rebalance the amounts in the
Divisions that may be out of line with the allocation percentages, which may
result, for example, from Divisions which underperform the other Divisions in
certain quarters.

If this feature is elected, as of the first Valuation Date of the next calendar
quarter we will transfer amounts among the Divisions so that the ratio of the
Account Value in each Division to the total Account Value matches the selected
allocation percentage for that Division.

If Automatic Rebalancing is elected with the Policy application, the first
transfer will occur as of the first Valuation Date of the next calendar quarter
following the end of the Free Look Period. If this feature is elected after the
Policy Date, the first transfer will be processed as of the first Valuation Date
of the next calendar quarter after we receive notification at our Customer
Service Center and the Free Look Period has ended.

The allocation percentages for Automatic Rebalancing may be changed at any time
and the Account Value will be reallocated as of the Valuation Date that we
receive the allocation instructions at our Customer Service Center. Any
reduction in the allocation to the Guaranteed Interest Division, however, will
be considered a transfer from that Division and, therefore, must comply with the
maximum transfer amount and time limitation of transfers from the Guaranteed
Interest Division, as described in Transfers of Account Values, page 31. We will
not process an Automatic Rebalancing allocation request which is in conflict
with these provisions.

The Automatic Rebalancing feature may be terminated at any time, so long as we
receive notice of the termination at least seven days prior to the first
Valuation Date of the next calendar quarter. If the Guarantee Period is in
effect and Automatic Rebalancing is terminated, diversification of the Net
Account Value must be maintained for the guarantee to continue. See Guaranteed
Minimum Death Benefit Provision, page 26. If the Automatic Rebalancing feature
is active on the Policy and an allocation is requested which does not meet the
requirements, we will notify the Owner that the allocation must be changed.

Any transfers as a result of the operation of the Automatic Rebalancing feature
are not counted toward the limit of 12 transfers that can be made each Policy
year without a transfer charge. However, we will charge a fee of $25 each time a
premium allocation is changed more often than five times per Policy year;
otherwise, there is no charge for this feature.

If both Automatic Rebalancing and Dollar Cost Averaging have been elected,
Dollar Cost Averaging will take place first. As of the first Valuation Date of
the next calendar quarter after Dollar Cost Averaging has terminated, Automatic
Rebalancing will begin.

If telephone privileges have been elected in an application or written notice
has been sent to our Customer Service Center requesting this privilege, changes
to your Automatic Rebalancing options can be made by telephoning our Customer
Service Center.  See Telephone Privileges, page 54.

POLICY LOANS

    
At any time after the first Policy anniversary or as otherwise required by law,
the Owner may borrow against the Policy by using it as security for a loan. The
amount borrowed is called a Policy Loan. Unless otherwise required by state law,
any new Policy Loan must be at least $100. The maximum amount which can be
borrowed as of any Valuation Date equals (a) minus (b) where (a) is equal to:
1.) Cash Surrender Value minus 12 times the current monthly deduction; 2.)
multiplied by 1.03; 3.) divided by 1.0375; and where (b) is equal to any
outstanding Policy Loan and accrued loan interest. Maximum loan amount may be
different if required by state law.  Requests for a Policy Loan may be made by
contacting our Customer Service Center.     

Loan interest charges on a Policy Loan accrue daily at a compound annual
interest rate of 3.75%. Interest is due in arrears on each Policy anniversary.
If the interest is not paid when it is due, it will be added to the Policy Loan
as of the Policy anniversary.

If an additional loan is requested, the amount requested will be added to the
outstanding Policy Loan so only one loan is outstanding at any time. Repayment
of all or part of the Policy Loan may be made at any time while the Policy is in
force. Unless otherwise indicated, we will 

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assume that any payments, other than Scheduled Premiums, constitute Policy Loan
repayments and not premiums.

When a Policy Loan is taken, or if the loan interest is not paid on the Policy
anniversary, an amount equal to the Policy Loan amount or interest due is
transferred from the Divisions of the Variable Account and the Guaranteed
Interest Division to the Loan Division to secure the loan. The Loan Division is
part of our General Account, separate from the Guaranteed Interest Division.
When transfers are made to the Loan Division, units of the Variable Account
Divisions are redeemed sufficient to cover the amount of the loan which is taken
from the Variable Account. We will deduct the amount transferred from each
Division in the same proportion that the Account Value in that Division bears to
the Net Account Value immediately prior to the loan transaction. The amounts in
each Division will be determined as of the Valuation Date we receive the request
for a loan. The Loan Division is credited as of each Valuation Date with
interest at a compound annual rate of 3% in all Policy years.

On Policy anniversaries, the amount of interest credited to the Loan Division
for the Policy year will be transferred from the Loan Division. When a loan
repayment is made, an amount equal to the payment is transferred from the Loan
Division. Amounts transferred from the Loan Division will be allocated to the
Divisions of the Variable Account and the Guaranteed Interest Division in the
same proportion as the current premium allocation unless a different allocation
is requested.

A Loan against the Policy will have a permanent effect on the Account Value and,
therefore, on the benefits under this Policy, even if the Loan is repaid. When
borrowing against the Policy, an amount equal to the Policy Loan is set aside in
the Loan Division where it earns a guaranteed rate of interest.  Premiums may
not be allocated to or amounts transferred to the Loan Division other than by
borrowing additional amounts. If not repaid, the Policy Loan and accrued loan
interest will be deducted from the amount of the Death Proceeds paid, the Cash
Surrender Value paid on surrender, or the Account Value upon maturity. It may
also have an effect on the Guarantee Period and on the length of time the Policy
remains in force, since in many cases the Policy will lapse when the Cash
Surrender Value minus Policy Loans and accrued loan interest is insufficient to
cover the monthly deductions against the Policy's Account Value.

If telephone privileges have been elected in an application or written notice
sent to our Customer Service Center requesting this privilege, a Policy Loan may
be requested by telephoning our Customer Service Center. Any telephone request
for a Policy Loan must be for an amount less than $25,000. See Telephone 
Privileges, page 54.

Loans may have adverse Tax Consequences. See Modified Endowment Contracts, page
48.

PARTIAL WITHDRAWALS

A Partial Withdrawal may be requested on any Monthly Processing Date after the
first Policy anniversary by writing to us at our Customer Service Center. Only
one Partial Withdrawal per Policy year is allowed.

The minimum Partial Withdrawal is $100. The maximum Partial Withdrawal is the
amount which will leave $500 as the Net Cash Surrender Value. If a withdrawal of
more than this maximum is requested, we will require a full surrender of this
Policy. When a Partial Withdrawal is taken, the amount of the withdrawal plus a
service fee is deducted from the Account Value. In addition, a Surrender Charge
will be deducted from the Account Value if the Partial Withdrawal causes a
reduction in the Stated Death Benefit. See Surrender Charge, page 40.

The Stated Death Benefit is not reduced by a Partial Withdrawal taken when the
Base Death Benefit has been increased to qualify the Policy as life insurance
under the Federal income tax laws (see Life Insurance Definition, page 47) and
the amount withdrawn is no greater than that amount which reduces the Account
Value to the level which no longer requires the Base Death Benefit to be
increased for Federal income tax law purposes.

For a Policy under an Option 1 death benefit, the Stated Death Benefit is not
reduced by a Partial Withdrawal in the circumstances described above. In
addition, if no more than 16 years have elapsed since the Policy Date and the
Insured is not yet Age 81, a Partial Withdrawal of an amount up to 10% of the
Account Value or, if greater, 5% of the Stated Death Benefit, calculated
immediately before the Partial Withdrawal is taken will not reduce the Stated
Death Benefit. Any additional amount withdrawn reduces the Stated Death Benefit
by that additional amount.

For a Policy under an Option 2 death benefit, a Partial Withdrawal does not
reduce the Stated Death Benefit.

For a Policy under an Option 3 death benefit, the Stated Death Benefit may be
reduced by the amount of the Partial Withdrawal in excess of premiums paid minus
Partial Withdrawals taken to the date of the Partial Withdrawal (the excess will
be treated as if the Policy were under death benefit option 1).

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No Partial Withdrawal will be allowed if the Stated Death Benefit remaining in
force after the Partial Withdrawal would be reduced below $50,000. This minimum
may be lowered for group or sponsored arrangements or corporate purchasers. See
Group or Sponsored Arrangements or Corporate Purchasers, page 46.

Under any death benefit option, if the Base Death Benefit has been increased in
order to qualify the Policy as a life insurance contract under the Federal
income tax laws, the Partial Withdrawal reduces the Base Death Benefit by an
amount greater than the withdrawal but in no event below the Stated Death
Benefit remaining in force after the Partial Withdrawal.

    
A partial withdrawal may also reduce the Target Death Benefit.     

Unless otherwise indicated, we will make the withdrawal from the Guaranteed
Interest Division and the Divisions of the Variable Account in the same
proportion that each Division bears to the Net Account Value immediately prior
to the withdrawal. Withdrawals from the Guaranteed Interest Division may not
exceed an amount that is greater than the total withdrawal times the ratio of
the Account Value in the Guaranteed Interest Division to the total Net Account
Value immediately prior to the withdrawal.

We will send a new Schedule to reflect the effect of the withdrawal if there is
a change to the Stated Death Benefit or to the Target Death Benefit. We may ask
that the Policy be returned to our Customer Service Center to make this change.
The withdrawal and any reductions in death benefits will be effective as of the
Valuation Date after we receive the request.

If telephone privileges have been elected Partial Withdrawals may be requested
by telephoning our Customer Service Center. Any telephone request for a Partial
Withdrawal must be for an amount less than $25,000. See Telephone Privileges,
page 54.

Partial Withdrawals may have adverse tax consequences. See Modified Endowment 
Contracts, page __________.


SURRENDER

    
During the first 14 Policy years, the Cash Surrender Value is the amount of the
Account Value minus the Surrender Charge. See Surrender Charge, page 40. If the
Stated Death Benefit of the Policy has not been increased, after 14 Policy years
the Cash Surrender Value and Account Value will be equal. A new 14 year
Surrender Charge period will apply to any Stated Death Benefit segment of the
Policy which is created upon a requested increase in the Stated Death Benefit.
If such an increase occurs, the Account Value and Cash Surrender Value will be
equal only after the end of the new 14 year period.     

The Policy may be surrendered for its Net Cash Surrender Value at any time while
the Insured is living. This may be done by sending a written request and the
Policy to our Customer Service Center. The Net Cash Surrender Value of the
Policy equals the Cash Surrender Value minus any Policy Loan and accrued loan
interest. We will compute the Net Cash Surrender Value as of the Valuation Date
we receive the request and the Policy at our Customer Service Center, and all
insurance coverage will end as of that date.

A surrender of the Policy for its Net Cash Surrender Value may have adverse tax
consequences. See Modified Endowment Contracts, page 48.

RIGHT TO EXCHANGE POLICY

    
During the first 24 months following the date we issue the Policy or add a
coverage segment, the Policy provides a right to exchange the Policy from one in
which the investment experience is not guaranteed into a guaranteed Policy
unless required differently by state law. This is accomplished by the transfer
of the entire amount in the Divisions of the Variable Account to the Guaranteed
Interest Division, and the allocation of all future premium payments to the
Guaranteed Interest Division. This will, in effect, serve as an exchange of the
Policy for the equivalent of a flexible premium universal life insurance policy.
No charge will be imposed on the transfer in exercising this exchange privilege.
See The Guaranteed Interest Division, page 22.     

When this right is exercised, we will not allow allocation of future premium
payments or transfers to the Divisions of the Variable Account.

LAPSE

    
Insurance coverage will continue as long as the Net Cash Surrender Value of the
Policy is sufficient to pay all the deductions that are taken out of the Account
Value each month.  In addition, during the first three Policy years (the special
continuation period), if on each Monthly Processing Date the sum of the premiums
paid, less the sum of Partial Withdrawals, any outstanding Policy Loan and
accrued loan interest is greater than or      

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<PAGE>
 
    
equal to one twelfth of the Minimum Annual Premium times the number of completed
Policy months, then the Policy and all attached Riders are guaranteed not to
lapse, regardless of the Net Cash Surrender Value.     

IF GUARANTEED MINIMUM DEATH BENEFIT PROVISION IS NOT IN EFFECT

Unless the Guaranteed Minimum Death Benefit provision is in effect or the
special continuation period is in effect and its requirements have been met, the
Policy including all attached Riders will lapse in its entirety on any Monthly
Processing Date that the Net Cash Surrender Value of the Policy is not
sufficient to pay all the monthly deductions from the Account Value. A 61-day
grace period will begin on that Monthly Processing Date. See Grace Period, 
page 36.

If we do not receive payment of the requested amount in full within the 61 days,
the Policy and all Riders attached will lapse without value. We will withdraw
any remaining balance of the Account Value from the Divisions of the Variable
Account and the Guaranteed Interest Division. We will apply any deductions owed
to us against the Account Value, including any applicable Surrender Charge. We
will inform the Owner that the Policy has ended without value.

If the Insured dies during the grace period, we will pay the Death Proceeds to
the Beneficiary that reflect reductions for Policy Loans, accrued loan interest
and any monthly deductions due.


IF THE GUARANTEED MINIMUM DEATH BENEFIT PROVISION IS IN EFFECT

    
After the special continuation period if the Guaranteed Minimum Death Benefit
provision is in effect, the Stated Death Benefit of the Policy will not lapse
during the Guarantee Period even if the Net Cash Surrender Value is not
sufficient to cover all the deductions from the Account Value on any Monthly
Processing Date. (See Guaranteed Minimum Death Benefit Provision, page 26.)     

    
The benefits provided by Riders attached to the Policy and any amount by which
the Base Death Benefit exceeds the Stated Death Benefit are not protected by the
Guaranteed Minimum Death Benefit Provision. Therefore, these portions of the
benefits will lapse if the Net Cash Surrender Value is not sufficient to cover
all the deductions from the Account Value on any Monthly Processing Date (unless
the Policy is in the 3 year special continuation period).     

    
While the Guaranteed Minimum Death Benefit provision applies, unless the policy
is in the three year special continuation period, the Account Value may be
reduced by monthly deductions, but not below zero. Any monthly deductions during
the Guarantee Period which would reduce the Account Value below zero will be
permanently waived.     

    
The Guaranteed Minimum Death Benefit provision will be terminated if the Policy
does not meet the monthly premium test or if the Net Account Value is not
diversified according to our requirements as explained in Requirements to
Maintain the Guaranteed Period, page 27. If the Guaranteed Minimum Death Benefit
provision is terminated the normal test for lapse will resume. See Lapse, page
35.     

GRACE PERIOD

If the following conditions occur as of a Monthly Processing Date, the Policy
will enter into the 61-day Grace Period:

    
  (i)   The Net Cash Surrender Value is zero or less;     

  (ii)  The Guarantee Period has expired or been terminated; and

  (iii) The three year special continuation period has expired or the required
        premium has not been paid.

We will, at least 30 days before the end of a grace period, notify the Owner or
any assignee in writing at the last known address on our records that the grace
period has begun. The notification will include the amount of premium payment
necessary to reinstate the Policy and all Riders attached. The premium required
to reinstate the Policy is generally the amount of past due charges plus the
amount that will cover estimated monthly deductions for the Policy and all
attached Riders for the following two months. If we receive payment of this
amount before the end of the grace period, we will use  the amount sent to make
the overdue deductions. Any balance remaining will be applied to the Account
Value in the same manner as other premium payments.

REINSTATEMENT

    
The Policy and its Riders may be reinstated within five years after the
beginning of the grace period for failure to pay sufficient premiums prior to
the end of the grace period. Unless otherwise required by state law, we will
reinstate the Policy and any Riders if:     

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<PAGE>
     (i)    The Policy has not been surrendered for its Net Cash Surrender
            Value;
            
     (ii)   Evidence satisfactory to us that the Insured and the Insureds
            under any Riders are still insurable according to our normal
            rules of underwriting for this type of Policy is provided to us;
            and     
            
     (iii)  A premium payment sufficient to keep the Policy and any Riders in
            force from the beginning of the grace period to the end of the
            expired grace period and for two months following the date of the
            reinstatement is made (unless required differently by state 
            law).     
    
The reinstatement will be effective as of the Monthly Processing Date following
our approval of the reinstatement application. Upon reinstatement of the Policy,
the Surrender Charges will be reinstated for the amount and duration remaining
at the time the Policy lapsed. We will also reinstate any Policy Loan which
existed when coverage ended, with accrued loan interest to the date of lapse.
Net Premiums received after reinstatement will be allocated according to the
premium allocation instructions in effect at the start of the grace period or as
otherwise directed.     

    
CHARGES, DEDUCTIONS AND REFUND     

DEDUCTIONS FROM PREMIUMS

Unless a loan is outstanding (see Policy Loans, page 33), any payment received
before the Maturity Date is considered a premium. Certain expenses are deducted
from the premium payments. The remainder of each premium (the Net Premium) is
then added to the Account Value. The expenses which are deducted from the
premium include the Tax Charges and the Sales Charge.

TAX CHARGES

All states levy taxes on life insurance premium payments. The amount of these
taxes vary from state to state, and may vary from jurisdiction to jurisdiction
within a state. We currently deduct an amount equal to 2.5% of each premium to
pay applicable premium taxes. The 2.5% rate approximates the average tax rate we
expect to pay on premiums from all states.

A charge currently equal to 1.5% of each premium payment is deducted to cover
our estimated cost for the Federal income tax treatment of deferred acquisition
costs determined solely by the amount of life insurance premiums we receive.
This charge for deferred acquisition costs is reasonable in relation to Security
Life's increased Federal income tax burden under Internal Revenue Code Section
848 resulting from the receipt of premium payments.

    
Except as limited by state law, we reserve the right to increase or decrease the
premium expense charge for taxes due to any change in tax law. We further
reserve the right to increase or decrease the premium expense charge for the
Federal income tax treatment of deferred acquisition costs due to any change in
the cost to us.     

SALES CHARGE

A percentage of each premium is deducted to compensate us for a portion of the
cost of selling the Policy. The percentage deducted is determined by the
Insured's Age on the Policy Date or the date of an increase in coverage:

<TABLE>    
<CAPTION>
               Age of Insured   Sales Charge Percentage 
               ---------------  -----------------------
               <S>              <C>                     
                   0 - 49                2.25%           
                  50 - 59                3.25%           
                  60 - 85                4.25%            
</TABLE>     

These deductions from premiums are only a portion of the total sales charge that
will be assessed against the Account Value in the event the Policy is
surrendered during the 14 Policy years following the Policy Date or 14 Policy
years following an increase to the Stated Death Benefit. See Surrender Charge,
page 40.

For a Policy with multiple coverage segments of Stated Death Benefit, premiums
paid are allocated to the segments in the same proportion that the guideline
annual premium (as defined by the Federal income tax law) for each segment bears
to the total guideline annual premium for the Stated Death Benefit of the
Policy.

The sales charge covers the cost of distribution, costs of preparing our sales
literature, other promotional expenses, and other direct and indirect expenses.
The amount of this charge cannot be specifically related to sales expenses in a
particular year since we recover these costs over the period the Policies remain
in effect. We pay the sales expenses from our own resources, including this
sales charge, any sales Surrender Charge we may collect and any profit we may
earn on the other charges deducted under the Policy. The sales charge may be
reduced or 

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waived for certain group or sponsored arrangements or corporate purchasers.


DAILY DEDUCTIONS FROM THE VARIABLE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE

Each day a charge is deducted for mortality and expense risks we assume. This
charge is equal to 0.002055% per day of the amount in the Divisions of the
Variable Account, which is equivalent to an annual rate of 0.75% of the portion
of the Account Value allocated to the Variable Account.

We assess the mortality and expense risk charge to compensate us for assuming
mortality and expense risks under the Policies. The mortality risk we assume is
that Insureds, as a group, may live for a shorter period of time than estimated
and, therefore, the cost of insurance charges specified in the Policy will be
insufficient to meet our actual claims. The expense risk we assume is that other
expenses we incur in issuing and administering the Policies and operating the
Variable Account will be greater than the amount we estimated when setting the
charges for these expenses. We will realize a profit from this fee to the extent
it is not needed to provide benefits and pay expenses under the Policies. We may
use this profit for other purposes, including any distribution expenses not
covered by the sales charge or sales Surrender Charge.

This charge is not assessed against the amount of the Account Value which is
allocated to the Guaranteed Interest Division, nor to amounts in the Loan
Division. We credit the Account Value with a persistency refund equivalent to
0.5% per year for each coverage segment of Stated Death Benefit that has been in
force for at least 10 Policy years, which effectively reduces the charge for
mortality and expense risks. See Persistency Refund, page 39.


MONTHLY DEDUCTIONS FROM THE ACCOUNT VALUE

The following charges are deducted from the Account Value on each Monthly
Processing Date. These deductions are taken from the Divisions of the Variable
Account and the Guaranteed Interest Division in the same proportion that the
Account Value in each Division bears to the total Net Account Value as of the
Monthly Processing Date.


INITIAL POLICY CHARGE

The initial Policy charge is $10 per month for the first three Policy years.
This charge covers the costs of setting up the Policy, other than sales
expenses, such as application processing, medical examinations, establishment of
Policy records and insurance underwriting costs. This charge is designed to
reimburse us for expenses and we do not expect to gain from it.


MONTHLY ADMINISTRATIVE CHARGE

    
This charge is comprised of a per Policy charge of $3 per month plus a charge of
$0.0125 per thousand of Stated Death Benefit (or Target Death Benefit, if
greater), and is guaranteed never to exceed this amount.  The per thousand
charge is limited to $15 per month. This charge is designed to cover the ongoing
costs of maintaining the Policy, such as premium billing and collections, claim
processing, Policy transactions, recordkeeping, reporting and other
communications with Owners, and other expenses and overhead. This charge is
designed to reimburse us for expenses and we do not expect to gain from it.     


COST OF INSURANCE CHARGES

The cost of insurance charges compensate us for the anticipated cost of paying
the amount of the Death Proceeds that exceeds the Account Value upon the death
of the Insured. The cost of insurance charges are calculated monthly, and equal
our current monthly cost of insurance rate times the Net Amount at Risk for each
portion of the death benefit. Net Amount at Risk for each portion of the death
benefit is calculated at the beginning of the Policy month. The Net Amount at
Risk for the Base Death Benefit is equal to the difference between the current
Base Death Benefit and the amount of the Account Value. For this purpose, the
amount of the Account Value is determined after deduction of charges and Rider
charges due on that date, other than cost of insurance charges for the Base
Death Benefit, any Adjustable Term Insurance Rider and Waiver of Cost of
Insurance Rider. The Net Amount at Risk for the Adjustable Term Insurance Rider
is equal to the amount of the benefit provided. If the Base Death Benefit at the
beginning of the month is increased due to the requirements of Federal income
tax law definition of life insurance, Net Amount at Risk for the Base Death
Benefit that month will also increase, and the Net Amount at Risk for the
Adjustable Term Insurance Rider will be reduced. Therefore, the amount of the
cost of insurance charges will vary from month to month with changes in the Net

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<PAGE>
 
Amount at Risk, changes in the relative makeup of the death benefit, and with
increasing Age of the Insured.

The cost of insurance rates are based on the Age, sex and Premium Class of the
Insured on the Policy Date or at the time a Base coverage segment is added.
Unisex rates are used where appropriate under applicable law, currently
including the state of Montana and any Policies purchased by employers and
employee organizations in connection with employment-related insurance or
benefit programs. Net Amount at Risk is allocated to Stated Death Benefit
coverage segments in the same proportion that the Stated Death Benefit of each
segment bears to the sum of the Stated Death Benefit for all coverage segments
as of the Monthly Processing Date. Separate cost of insurance rates apply to the
Base Death Benefit, the Adjustable Term Insurance Rider and any additional Base
coverage segments. In addition, rates are greater for Policies with Stated Death
Benefit (or Target Death Benefit, if any) that is less than $100,000 on the
Policy Date. We may change these rates from time to time, but they will never be
more than the guaranteed maximum rates set forth in the Policy, which are based
on the 1980 Commissioner's Standard Ordinary Mortality Tables. The maximum rates
for the new coverage segment will be printed in the Schedule which we will
provide.

CHARGES FOR ADDITIONAL BENEFITS

The cost of any additional benefits added by Rider will be deducted monthly on
the Monthly Processing Date. We may change these charges, but the Schedule
contains tables showing the guaranteed maximum rates for all of these benefits.
See Addotional Benefit, page 28.

GUARANTEED MINIMUM DEATH BENEFIT CHARGE

If the Guaranteed Minimum Death Benefit is elected, we currently charge $0.005
per thousand of Stated Death Benefit each month during the Guarantee Period.
This charge is guaranteed never to exceed $0.01 per thousand of Stated Death
Benefit each month.

CHANGES IN MONTHLY CHARGES

Any changes in the cost of insurance charges, charges for additional benefits,
or guaranteed minimum death benefit charge will be made by class of Insured and
will be based on changes in future expectations about such things as investment
earnings, mortality, the length of time policies will remain in effect, expenses
and taxes. In no event will they exceed the guaranteed maximum rates defined in
the Policy.

POLICY TRANSACTION FEES

In addition to the deductions described above, we charge fees for certain Policy
transactions.

    
Transaction fees are taken from the Divisions of the Variable Account and the
Guaranteed Interest Division in the same proportion that the Account Value in
each Division bears to the total Net Account Value immediately after the
transaction.     

PARTIAL WITHDRAWAL

A service fee equal to the lesser of $25 or 2% of the amount requested will be
charged against the Account Value for each Partial Withdrawal. In addition, a
Surrender Charge may be deducted from the Account Value. See Parital
Withdrawals, page 39.

TRANSFERS

We charge a fee of $25 for each additional transfer beyond the first twelve in a
Policy year. See Transfer of Account Values, page 31. All transfers included in
one transfer request count as a single transfer when we calculate the fee. There
will not be a transfer fee if transferring the Account Value into the Guaranteed
Interest Division pursuant to the Exchange Right provided by this Policy. See 
Right to Exchange Policy, page 15.

PREMIUM ALLOCATION CHARGES

We charge a fee of $25 each time the premium allocation is changed beyond five
times per Policy year.

ILLUSTRATIONS

We reserve the right to charge a fee, not to exceed $25, for Policy
illustrations in excess of one per Policy year.

PERSISTENCY REFUND

Long term Owners of FirstLine will receive a persistency refund.

Each month the Policy or a coverage segment of Stated Death Benefit remains in
force after its tenth Policy anniversary, we will credit the Account Value with
a refund equivalent to 0.5% of the Account Value on an annual basis for that
segment (0.04167% monthly). The Account Value will be allocated to each coverage
segment based upon the number of completed Policy years that segment has been in
force and the size of the 

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                                      39
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<PAGE>
 
guideline annual premium as defined by the Federal income tax law definition of
life insurance.

The Persistency refund will be added to the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that the Account
Value in each Division bears to the Net Account Value as of the Monthly
Processing Date.

The following is an example of how the persistency refund affects the Account
Value each month if the policy has no loan:

Account Value = $10,000 (all in the Variable Divisions)

Monthly persistency refund Rate = .0004167

Persistency refund = 10,000 x .0004167 = $4.17

    
<TABLE>
<CAPTION>
                             Before           After
                             Persistency      Persistency 
                             Refund           Refund
                             ------           ------
<S>                          <C>              <C>
Variable                     $10,000.00       $10,004.17
Divisions
</TABLE>
     

The following is an example of how  the persistency refund affects
the Account Value each month if the Policy has a loan:
 
Account Value = $10,000
 
Account Value in the Variable Divisions = $5,000
 
Account Value in the Loan Division = $5,000
 
Monthly persistency refund Rate = .0004167
 
Persistency refund = 10,000 x .0004167 = $4.17

     
<TABLE> 
<CAPTION> 
                             Before              After Persistency
                             Persistency         Refund
                             Refund
<S>                          <C>                 <C> 
Variable Divisions           $ 5,000.00          $ 5,004.17
                             
Loan Division                $ 5,000.00          $ 5,000.00
</TABLE>
     

SURRENDER CHARGE

We assess a Surrender Charge against the Account Value upon a surrender,
reduction in Stated Death Benefit or lapse of the Policy in the first 14 Policy
years, or the 14 Policy years following an addition of a new coverage segment of
Stated Death Benefit. The Surrender Charge is designed to recover our expenses
in issuing and distributing Policies. The Surrender Charge consists of two
charges: an administrative Surrender Charge and a sales Surrender Charge.

During the first 14 years of the Policy or within 14 years of an increase in the
Stated Death Benefit, if the Owner requests a decrease to the Stated Death
Benefit of the Policy or takes a Partial Withdrawal which decreases the Stated
Death Benefit, we will deduct a portion of the Surrender Charge from the Account
Value. The amount of the Surrender Charge which will be deducted from the
Account Value will equal the Surrender Charge in effect before the reduction
minus the Surrender Charge in effect after the reduction.

A decrease to the Stated Death Benefit as a result of a change to the death
benefit option does not result in a Surrender Charge deduction from the Account
Value and future Surrender Charges will not be reduced.

An increase to the Stated Death Benefit as a result of a change to the death
benefit option does not result in an increase in the maximum sales Surrender
Charge. All other increases in Stated Death Benefit will increase the maximum
sales and administrative Surrender Charges.

If the maximum Surrender Charge is changed, we will send a new Schedule that
shows the new maximum Surrender Charge. Maximum Surrender Charges apply only if
the Policy is surrendered or lapses (after paying enough premiums to reach the
maximum Surrender Charge).


ADMINISTRATIVE SURRENDER CHARGE

The administrative Surrender Charge is equal to a dollar amount for each $1,000
of Stated Death Benefit. This dollar amount is based on the Insured's Age at the
Policy Date or the time that a new Stated Death Benefit coverage segment is
added:

<TABLE>
<CAPTION>
                   Administrative Surrender Charge Per
 Insured's Age      Thousand of Stated Death Benefit
 -------------      --------------------------------
 <S>               <C>
    0 - 39                         $2.50              
   40 - 49                         $3.50            
   50 - 59                         $4.50            
   60 - 69                         $5.50            
  70 and above                     $6.50             
</TABLE>

For example, the administrative Surrender Charge will be $350 for a Policy with
a Stated Death Benefit of $100,000 if the Insured is 40 on the Policy Date.

The amount of the charge stays level for the first seven Policy years following
the effective date of a coverage segment, then decreases at the beginning of
each Policy year by 12.5% of the amount in effect at the end of the 

________________________________________________________________________________
                                      40
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<PAGE>
 
seventh Policy year until it reaches zero at the beginning of the 15th year or
the year in which the Insured reaches Age 98, whichever is earlier.

During the first 14 Policy years or within 14 Policy years of an increase in the
Stated Death Benefit, if a decrease to the Stated Death Benefit is requested or
a Partial Withdrawal is taken which causes the Stated Death Benefit to decrease,
the administrative Surrender Charge will decrease in the same proportion that
the Stated Death Benefit decreases. The amount by which the Administrative
Surrender charge decreases will be deducted from the Account Value.

The administrative Surrender Charge is designed to partially cover the
administrative expenses associated with setting up the Policy (other than sales
expenses), such as application processing, establishment of Policy records and
insurance underwriting costs. It also includes costs associated with the
development and operation of our systems for administering the policies. We do
not expect to profit from the administrative Surrender Charge.


SALES SURRENDER CHARGE

    
The sales Surrender Charge is calculated for each Stated Death Benefit segment.
It is calculated by allocating premiums paid to Stated Death Benefit segments in
the same proportion that the guideline annual premium as defined by the Federal
income tax laws for each segment bear to the sum of the guideline annual
premiums for all Base segments. The sales Surrender Charge is equal to 25% of
paid premiums up to the Target Premium for the segment of Base Death Benefit
without any substandard ratings (Base Standard Target Premium) plus 5% of any
premiums paid in the first seven Policy years following the effective date of a
coverage segment in excess of the Base Standard Target Premium for the segment.
The sales Surrender Charge will not exceed 50% of the Base Standard Target
Premium. Target Premiums are not based on the Scheduled Premium determined when
the Policy was purchased. Target Premiums are actuarially determined based on
the Age, sex and Premium Class of the Insured. See Premiums, page 23. The Target
Premium for the Policy and any Stated Death Benefit coverage segments added
since the Policy Date will be listed in the Schedule.     

The maximum sales Surrender Charge for the Stated Death Benefit will be shown in
the Schedule attached to the Policy.

The maximum sales Surrender Charge for a Stated Death Benefit segment remains
level for the first seven Policy years following the effective date of a
coverage segment, then decreases at the beginning of each Policy year by 12.5%
of the amount in effect at the end of the seventh Policy year until it reaches
zero at the beginning of the 15th Policy year or the year in which the Insured
reaches Age 98, whichever is earlier.

Upon a decrease in the Stated Death Benefit other than due to a change in the
death benefit option, the Target Premium for each segment will be reduced in the
same proportion that the Stated Death Benefit is reduced.

If the new Target Premium for each Stated Death Benefit segment is greater than
or equal to the sum of the paid premiums which are allocated to the segment, the
maximum sales Surrender Charge in the future will be reduced, but a sales
Surrender Charge will not be deducted from the Account Value.

If the new Target Premium for each Stated Death Benefit segment is less than the
sum of the paid premiums which are allocated to the segment, the maximum sales
Surrender Charge in the future will be reduced and a sales Surrender Charge will
be deducted from the Account Value. The new sales Surrender Charge will be
recalculated as if the new Target Premium was always in effect for the segment.
A deduction equal to the difference between the sales Surrender Charge prior to
the decrease less the sales Surrender Charge after the decrease will be taken
from the Account Value.

If a decrease to the Stated Death Benefit, or a Partial Withdrawal which causes
the Stated Death Benefit to be reduced is requested, more than seven years
following the Policy Date or the date of an increase to the Stated Death
Benefit, the maximum sales Surrender Charge in the future will be reduced in the
same proportion that the Stated Death Benefit is reduced.

The amount of the sales Surrender Charge in a Policy year is not necessarily
related to our actual sales expenses in that year. To the extent sales expenses
are not covered by the sales Surrender Charge, we will cover them from other
funds.

________________________________________________________________________________
                                      41
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<PAGE>
 
EXAMPLES OF THE CALCULATION OF SURRENDER CHARGE FOLLOW:

If the Stated Death Benefit is $100,000 for an Insured Age 45 on the Policy Date
and the Target Premium on this Policy is $1,500, the actual Surrender Charge
assuming that a $1,000 premium is paid each Policy year is shown in the table
below:

<TABLE>
<CAPTION>
    Policy      Administrative Surrender  Sales Surrender  Actual Surrender
     Year              Charge                 Charge            Charge
    <S>         <C>                       <C>              <C>
       1              $350.00                 $250.00          $ 600.00     
       2               350.00                  400.00            750.00     
       3               350.00                  450.00            800.00     
       4               350.00                  500.00            850.00     
       5               350.00                  550.00            900.00     
       6               350.00                  600.00            950.00     
       7               350.00                  650.00           1000.00     
       8               306.25                  568.75            875.00     
       9               262.50                  487.50            750.00     
      10               218.75                  406.25            625.00     
      11               175.00                  325.00            500.00     
      12               131.25                  243.75            375.00     
      13                87.50                  162.50            250.00     
      14                43.75                   81.25            125.00     
      15                 0.00                    0.00              0.00     
</TABLE>

If the Stated Death Benefit is reduced on the third Policy anniversary to
$90,000, the Target Premium will be reduced proportionately and will then equal
$1,350 (90% of $1,500). A sales Surrender Charge in the amount of $30 (the
difference between the sales Surrender Charge immediately prior to the decrease
and the sales Surrender Charge calculated assuming the new Target Premium was
always in effect for the Policy) and an administrative Surrender Charge in the
amount of $35 ($350 - $315 where $315 is equal to 90% of the original
administrative Surrender Charge of $350) will be deducted from the Account
Value. The resulting actual Surrender Charge for each Policy year is shown
below:

<TABLE>
<CAPTION>
    Policy      Administrative Surrender  Sales Surrender  Actual Surrender
     Year                Charge               Charge            Charge
    <S>         <C>                       <C>              <C>
       1                 $350.00              $250.00           $600.00
       2                  350.00               400.00            750.00
       3                  350.00               450.00            800.00
       4                  315.00               470.00            785.00
       5                  315.00               520.00            835.00
       6                  315.00               570.00            885.00
       7                  315.00               620.00            935.00
       8                  275.63               542.50            818.13
       9                  236.25               465.00            701.25
      10                  196.88               387.50            584.38
      11                  157.50               310.00            467.50
      12                  118.13               232.50            350.63
      13                   78.75               155.00            233.75
      14                   39.38                77.50            116.88
      15                    0.00                 0.00              0.00 
</TABLE>

CHARGES FROM PORTFOLIOS

    
The Variable Account purchases shares of the Portfolios at net asset value. The
price reflects investment management fees and other direct expenses that have
already been deducted from the assets of the Portfolio. The following table
describes these investment management fees and other direct expenses of the
Portfolios.     
 
________________________________________________________________________________
                                      42
FirstLine
<PAGE>
 
PORTFOLIO ANNUAL EXPENSES (AS A PERCENTAGE OF PORTFOLIO AVERAGE NET ASSETS)/1/


    
<TABLE>
<CAPTION>
                                                                                                     TOTAL PORTFOLIO
                                                                                                     ---------------
                         PORTFOLIO                            MANAGEMENT FEES       OTHER EXPRESS       EXPENSES
                         ---------                            ---------------       -------------       --------
<S>                                                           <C>                   <C>              <C> 
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST/2/
     Limited Maturity Bond Portfolio                              0.65%                   0.13%             0.78%
     Growth Portfolio                                             0.83%                   0.09%             0.92%
     Partners Portfolio                                           0.84%                   0.11%             0.95%
     Government Income Portfolio                                  0.00%                   1.02%             1.02%
THE ALGER AMERICAN FUND                                                        
     Alger American Small Capitalization Portfolio                0.85%                   0.03%             0.88%
     Alger American MidCap Growth Portfolio                       0.80%                   0.04%             0.84%
     Alger American Growth Portfolio                              0.75%                   0.04%             0.79%
     Alger American Leveraged AllCap Portfolio                    0.85%                   0.24%/3/          1.09%/3/
FIDELITY VARIABLE INSURANCE PRODUCTS FUND                                      
     VIP Growth Portfolio                                         0.61%                   0.08%             0.69%/4/
     VIP Overseas Portfolio                                       0.76%                   0.17%             0.93%/4/
     VIP Money Market Portfolio                                   0.21%                   0.09%             0.30%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND  II                                  
     VIP II Asset Manager Portfolio                               0.64%                   0.10%             0.74%/4/
     VIP II Index 500 Portfolio                                   0.13%                   0.15%             0.28%/5/
INVESCO VARIABLE INVESTMENT FUNDS, INC.                                        
     INVESCO VIF - Total Return Portfolio                         0.75%                   0.19%             0.94%/6/7/
     INVESCO VIF - Industrial Income Portfolio                    0.75%                   0.20%             0.95%/6/8/         
     INVESCO VIF - High Yield Portfolio                           0.60%                   0.27%             0.87%/6/9/ 
     INVESCO VIF - Utilities Portfolio                            0.60%                   0.56%             1.16%/6/10/
VAN ECK WORLDWIDE INSURANCE TRUST
     Worldwide Hard Assets Fund (formerly Gold and Natural
      Resources Fund)                                             1.00%                   0.24%             1.24%
     Worldwide Balanced Fund                                      0.00%/11/               0.00%/11/         0.00%/11/
</TABLE> 
     
________________________________________________________________________________
                                      43
FirstLine
<PAGE>
____________________
    
/1/ The preceding Portfolio expense information was provided to us by the
Portfolios, and we have not independently verified such information. These
Portfolio expenses are not direct charges against Division assets or reduction
from Contract values; rather these Portfolio expenses are taken into
consideration in computing each underlying Portfolio's net asset value, which
the share price used to calculate the unit values of the Divisions. For a more
complete description of the Portfolios' costs and expenses, see the prospectuses
for the Portfolios.

/2/ Neuberger & Berman Advisers Management Trust (the "Trust") is divided into
portfolios ("Portfolios"), each of which invests all of its net investable
assets in a corresponding series ("Series") of Advisers Managers Trust. Expenses
in the table reflect expenses of the Portfolios and include each Portfolio's pro
rata portion of the operating expenses of each Portfolio's corresponding Series.
The Portfolios pay Neuberger & Berman Management, Inc. ("NBMI"), an
administration fee based on the Portfolios' net asset value. Each Portfolio's
corresponding Series pays NBMI a management fee based on the Series' average
daily net assets. Accordingly, this table combines management fees at the Series
level and administration fees at the Portfolio level in a unified fee rate. See
"Expenses" in the Trust's Prospectus. Expenses reflect expense reimbursement.
NBMI has voluntarily undertaken to limit the Portfolios' compensation of NBMI
and excluding taxes, interest, extraordinary expense, brokerage commissions and
transaction costs, that exceed 1% of the Portfolios' average daily net asset
value. These expense reimbursement policies are subject to termination upon 60
days written notice to the Portfolios.

/3/ The Alger American Leverage AllCap Portfolio's "Other Expenses" includes
0.03% of interest expense.

/4/ A portion of the brokerage commissions the Portfolio paid was used to reduce
its expenses. In addition, certain funds have entered into arrangements with
their custodian and transfer agent expenses. Including these reductions, the
total operating expenses presented in the table would have been 0.67% for Growth
Portfolio, 0.92% for Overseas Portfolio, and 0.73% for Asset Manager Portfolio.

/5/ FMR agreed to reimburse a portion of Index 500 Portfolio's expenses during
the period. Without this reimbursement, the funds' management fee, other
expenses and total expenses would have been 0.28%, 0.15% and 0.43% respectively
for Index 500 Portfolio on a annualized basis.

/6/ The Portfolios' custodian fees were reduced under an expense offset
arrangement. In addition, certain expenses of the Portfolio's are being absorbed
voluntarily by INVESCO Funds Group, Inc. ("IFG"). The above ratios reflect total
expenses, less expenses absorbed by IFG, prior to any expense offset.

/7/ Various expenses of the Portfolio were voluntarily absorbed by IFG for the
years ended December 31, 1996 and 1995 and the period December 31, 1994. If such
expenses had not been voluntarily absorbed, ratio expenses to average net assets
would have been 1.30%, 2.51% and 16.44%, respectively, and ratio of net
investment income to average net assets would have been 3.08%, 2.41% and
(11.72%), respectively.

/8/ Various expenses of the Portfolio were voluntarily absorbed by IFG for the
years ended December 31, 1996 and 1995 and the period ended December 31, 1994.
If such expenses had not been voluntarily absorbed, ratio of expenses to average
net assets would have been 1.19%, 2.31% and 32.55%, respectively, and ratio of
net investment income to average net assets would have been 2.63%, 2.22% and
(30.07%), respectively.

/9/ Various expenses of the Portfolio were voluntarily absorbed by IFG for the
years ended December 31, 1996 and 1995 and the period ended December 31, 1994.
If such expenses had not been voluntarily absorbed, ratio of expenses to average
net assets would have been 1.32%, 2.71% and 30.38% respectively, and ratio of
net investment income to average net assets would have been 8.74%, 7.05% and
(26.92%), respectively.

/10/ Various expenses of the Portfolio were voluntarily absorbed by IFG for the
years ended December 31, 1996 and 1995. If such expenses had not been
voluntarily absorbed, ratio expenses to average net assets would have been
5.36%, and 57.13%, respectively, and ratio of net investment income to average
net assets would have been (1.28%), and (52.86), respectively.

/11/  The Portfolio's expenses were voluntarily reduced by the Portfolio's
investment manager. Absent such reimbursement, "Management Fees", "Other
Expenses" and "Total Portfolio Expenses" would have been 0.75%, 0.60% and 1.35%,
respectively. "Other Expenses" of 0.60% are based on a net asset estimation of
$30 million.

________________________________________________________________________________
                                      44
FirstLine     
<PAGE>
         
GROUP OR SPONSORED ARRANGEMENTS OR CORPORATE PURCHASERS

This Policy is available for purchase by individuals, corporations and other
institutions. For group or sponsored arrangements (including home office
employees of Security Life) and for corporate purchases or special exchange
programs which Security Life may offer from time to time, we may reduce or
eliminate the Surrender Charge, the length of time a Surrender Charge applies,
the administrative charge, the minimum Stated Death Benefit, the maximum Target
Death Benefit, the Minimum Annual Premium, the Target Premium, the sales
charges, cost of insurance charges, or other charges normally assessed to
reflect the expected economies resulting from a group or sponsored arrangement
or a corporate purchaser. We may also allow Partial Withdrawals to be taken
without a Surrender Charge. Group arrangements include those in which a trustee,
an employer or an association either purchases Policies covering a group of
individuals on a group basis or endorses the Policy to a group of individuals.
Sponsored arrangements include those in which an employer or association allows
us to offer Policies to its employees or members on an individual basis.

Our costs for sales, administration and mortality generally vary with the size
and stability of the group, among other factors. We take all these factors into
account when reducing charges. To qualify for reduced charges, a group or
sponsored arrangement must meet certain requirements. We will make any
reductions according to our rules in effect when an application form for a
Policy is approved. We may change these rules from time to time. Any variation
in the Surrender Charge, administrative charge or other charges, fees and
privileges will reflect differences in costs or services and will not be
unfairly discriminatory.


OTHER CHARGES

Under current law we pay no tax on investment income and capital gains reflected
in variable life insurance policy reserves (except to the extent the Federal
deferred acquisition cost may be considered such a tax). Consequently, no charge
is currently being made to any Division of our Variable Account for our Federal
income taxes. We reserve the right, however, to make such a charge in the future
if the tax law changes and we incur Federal income tax which is attributable to
the Variable Account.

We must pay state and local taxes (in addition to applicable taxes based on
premiums) in several states. At the present time, these taxes are not
substantial. However, if these taxes increase, we also reserve the right to make
charges for such taxes when they are attributable to our Variable Account.


TAX CONSIDERATIONS

The following discussion provides a general description of the Federal income
tax consequences of the Policy, based on our understanding of the present
Federal income tax laws as they are currently interpreted by the Internal
Revenue Service ("IRS").  No representation is made as to the likelihood of
continuation of the present Federal income tax laws or of the current
interpretations by the IRS.  This discussion is general in nature, and should
not be considered tax advice. Further, it is not intended to present an
exhaustive survey of all the tax issues that might arise under the Policy.
Because of the complexity of the laws and the fact that tax results will vary
according to the particular circumstances of the Owner, a legal or tax adviser
should be consulted prior to purchasing the Policy.

         
________________________________________________________________________________
                                      45
FirstLine
<PAGE>
 
LIFE INSURANCE DEFINITION

    
Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code") sets
forth the definition of a life insurance contract for Federal tax purposes.  The
entire death benefit of a life insurance contract is excludable from gross
income of the beneficiary under Section 101(a)(l) of the Code.  However, there
are exceptions to this general rule such as transfers for value and
distributions from a policy owned by a qualified plan. The Secretary of the
Treasury (the "Treasury") is authorized to prescribe regulations implementing
Section 7702.  While proposed regulations and other interim guidance has been
issued, final regulations have not been adopted.  In short, guidance as to how
Section 7702 is to be adopted is limited.  If a Policy were determined not to be
a life insurance contract for purposes of Section 7702, such Policy would not
qualify for the favorable tax treatment normally provided to a life insurance
policy.     

Section 7702 provides that if one of two alternate tests are met, a Policy will
be treated as a life insurance policy for Federal income tax purposes. These
tests are referred to as the "Cash Value Accumulation Test" and the "Guideline
Premium/Cash Value Corridor Test."

Under the Cash Value Accumulation Test, there is no limit to the amount that may
be paid in premiums as long as there is enough death benefit in relation to
Account Value at all times. The death benefit at all times must be at least
equal to an actuarially determined factor, depending on the Insured's Age, sex
and Premium Class at any point in time, times the Account Value. See, page 79,
for a table of the Cash Value Accumulation Test factors.

The Guideline Premium/Cash Value Corridor Test provides for a maximum premium in
relation to the Death Benefit, and a minimum "corridor" of death benefit in
relation to Account Value. In most situations, the death benefit that results
from the Guideline Premium/Cash Value Corridor Test will ultimately be less than
the amount of death benefit required under the Cash Value Accumulation Test. See
APPENDIX B, page 146,  for a table of the Guideline Premium/Cash Value Corridor
Test factors.

    
This Policy allows the Owner to choose, at the time of application, which of
these tests we will always apply to the Policy. A choice of tests is
irrevocable.  Regardless of which test is chosen, we will at all times assure
that the Policy meets the statutory definition which qualifies the Policy as
life insurance for Federal income tax purposes. In addition, so long as the
Policy remains in force, increases in Account Value as a result of interest or
investment experience will not be subject to Federal income tax unless and until
there is a distribution from the Policy, such as a Partial Withdrawal or 
loan.     

The favorable tax treatment of Section 101(a) will not apply to benefits paid at
maturity of the Policy (age 100). See Benefits, at Maturity page 28. Also, any
interest payment accrued on Death Proceeds paid either as a lump sum or other
than in one lump sum may be subject to tax. See Settlement, page 56.

The Federal government has in the past and may in the future consider new
legislation or regulations that, if enacted, could change the Federal income tax
treatment of life insurance policy income or death benefits. Any such change
could have a retroactive effect. Such concerns should be addressed by a legal or
tax adviser.

DIVERSIFICATION REQUIREMENTS

In addition to meeting the tests required under Section 7702, Section 817(h) of
the Code requires that the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations issued by the Secretary of the
Treasury set the standards for measuring the adequacy of this diversification.
To be adequately diversified, each Division of the Variable Account must meet
certain tests. A variable life policy that is not adequately diversified under
these regulations would not be treated as life insurance under Section 7702 of
the Code. If this were to occur, the Owner would be subject to Federal income
tax on the income under the Policy as it is earned. The Portfolios in which the
Variable Account invests have provided certain assurances that they will meet
the applicable diversification standards.

In certain circumstances, owners of variable life insurance contracts may be
considered the owners, for Federal income tax purposes, of the assets of the
separate account used to support their contracts.  In those circumstances,
income and gains from the separate account assets would be includabled in the
variable contract owner's gross income.  The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the assets.  The
Treasury also announced, in connection with the issuance of temporary
regulations concerning diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (i.e., the
policyowner), 

________________________________________________________________________________
                                      46
    
FirstLine     
<PAGE>
 
rather than the insurance company, to be treated as the owner of the assets in
the account." This announcement also stated that guidance would be issued by way
of regulations or rulings on the "extent to which policyholders may direct their
investments to particular subaccounts without being treated as owners of the
underlying assets."

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

MODIFIED ENDOWMENT CONTRACTS

Code Section 7702A establishes a class of life insurance contracts designated as
"Modified Endowment Contracts", which applies to Policies entered into or
materially changed after June 20, 1988.

Due to the Policy's flexibility, classification as a Modified Endowment Contract
will depend on the individual circumstances of each Policy.  In general, a
Policy will be a Modified Endowment Contract if the accumulated premiums paid at
any time during the first seven Policy years exceeds the sum of the net level
premiums which would have been paid on or before such time if the Policy
provided for paid-up future benefits after the payment of seven level annual
premiums.  The determination of whether a Policy will be a Modified Endowment
Contract after a material change generally depends upon the relationship of the
death benefit and the Account Value at the time of such change and the
additional premiums paid in the seven years following the material change.

The rules relating to whether a Policy will be treated as a Modified Endowment
Contract are extremely complex and cannot be fully described in the limited
confines of this summary.  Therefore, a current or prospective Owner should
consult with a competent adviser to determine whether a policy transaction will
cause the Policy to be treated as a Modified Endowment Contract.  Security Life
will, however, monitor Policies and will attempt to notify an Owner on a timely
basis if the Owner's Policy becomes a Modified Endowment Contract.

TAX TREATMENT OF PREMIUMS

No deduction is allowed for premiums paid on any life insurance policy covering
the life of any officer or employee, or of any person financially interested in
any business carried on by the taxpayer, when the taxpayer is a beneficiary
(directly or indirectly) under such policy.

    
Consult your tax adviser for advice on the availability of deductions.     

    
LOANS, LAPSES, SURRENDERS AND WITHDRAWALS     

IF THE POLICY IS NOT A MODIFIED ENDOWMENT CONTRACT

If a Policy is not a Modified Endowment Contract, as long as it remains in
force, a loan under the Policy will be treated as indebtedness and no part of
the loan will be subject to current Federal income tax. Interest paid (or
accrued by an accrual basis taxpayer) on the loan may or may not be tax
deductible. Consult your tax adviser for advice on the availability of
deductions.

Any time a Policy is surrendered or lapses, the excess, if any, of the Cash
Surrender Value over the Owner's "investment in the Policy" will be subject to
Federal income tax as ordinary income. ("investment in the Policy" means (i) the
aggregate amount of any premiums or other consideration paid for a Policy, minus
(ii) the aggregate amount received under the Policy which is excluded from gross
income of the Owner (except that the amount of any loan from, or secured by, a
Policy that is a Modified Endowment Contract, to the extent such amount is
excluded from gross income, will be disregarded), plus (iii) the amount of any
loan from, or secured by a Policy that is a Modified Endowment Contract to the
extent that such amount is included in the gross income of the Owner.)  It is
important to note that for this calculation, if the Policy terminates while a
Policy Loan is outstanding, the total amount of the loan and accrued loan
interest will be treated as a distribution and could be subject to tax under the
above rules. As a result, in certain circumstances this may result in taxable
income to the Owner even though the Policy has no Net Cash Surrender Value.

Proceeds received on a Withdrawal may or may not be taxable depending on the
Owner's particular 

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circumstances. During the first 15 Policy years, the proceeds from a Partial
Withdrawal could be subject to Federal income tax to the extent the Cash
Surrender Value exceeds investment in the Policy. The portion subject to tax
will depend upon the ratio of the death benefit to Account Value under the
Policy and the Age of the Insured at the time of the withdrawal. After the first
15 Policy years, the proceeds from a Partial Withdrawal will not be subject to
Federal income tax except to the extent such proceeds exceed investment in the
Policy.


IF THE POLICY IS A MODIFIED ENDOWMENT CONTRACT

If a Policy is a Modified Endowment Contract, any pre-death distribution from
the Policy will be taxed on an "income-first" basis, similar to the treatment of
annuities for individuals. Distributions for this purpose include a surrender,
Partial Withdrawal or Policy Loan, including any increase in a loan amount to
pay interest on an existing loan or an assignment or a pledge to secure a loan.
Any such distributions will be considered taxable income to the Owner to the
extent the Account Value exceeds investment in the Policy immediately before the
distribution. All Modified Endowment Contracts that are issued by Security Life
(and its affiliates) to the same Owner during any calendar year are treated as
one Modified Endowment Contract for purposes of determining the amount
includable in the gross income under Code section 72(c).

A 10% penalty tax will also apply to the taxable portion of a distribution from
a Modified Endowment Contract, unless an exception applies. The penalty tax will
not apply to distributions (i) when the taxpayer is at least 59 1/2 years of
age, (ii) in the case of a disability (as defined in the Code) or (iii) received
as part of a series of substantially equal periodic payments, made at least
annually for the life (or life expectancy) of the taxpayer or the joint lives
(or joint life expectancies) of the taxpayer and his or her beneficiary. Since
these exclusions do not apply to corporations or other business entities, the
10% penalty tax would always apply to these types of owners. If the Policy is
surrendered, the excess, if any, of the Cash Surrender Value over investment in
the Policy will be subject to Federal income tax and, unless one of the above
exceptions applies, the 10% penalty tax.

If a Policy was not originally a Modified Endowment Contract but later becomes
one, distributions that occur during the Policy year it becomes a Modified
Endowment Contract and any subsequent Policy year will be taxed as described in
the two preceding paragraphs. In addition, any distributions from the Policy
made within two years before it becomes a Modified Endowment Contract will be
treated as having been made in anticipation of the change and will be subject to
tax in this manner. This means that a distribution made from a Policy that is
not a modified endowment could later become taxable as a distribution from a
Modified Endowment Contract. The Treasury has been authorized to prescribe rules
which would address this issue.

ALTERNATIVE MINIMUM TAX

For purposes of the alternative minimum tax adjusted current earnings
adjustment, special rules apply with respect to life insurance contracts. Under
these rules, death benefit proceeds are taken into account, increases in cash
value attributable to investment performance are taken into account currently
and the distribution tax rules apply in a modified form.

    
SECTION 1035 EXCHANGES     

    
Section 1035 of the Internal Revenue Code generally provides that no gain or
loss shall be recognized on the exchange of one life insurance policy for
another life insurance policy or for an endowment or annuity contract.  Special
rules and procedures apply to Section 1035 transactions.  Prospective owners
wishing to take advantage of Section 1035 should consult their tax adviser.     


TAX-EXEMPT POLICY OWNERS

    
Special rules may apply in the case of a Policy owned by a tax-exempt entity.
Accordingly, tax-exempt entities should consult with a tax adviser regarding the
consequences of purchasing and owning a Policy, including the effect, if any, on
the tax-exempt status of the entity and the application of the unrelated
business income tax.     


CHANGES TO COMPLY WITH LAW

To assure that the Policy continues to qualify as life insurance under the Code,
we reserve the right to decline to accept all or part of any premium payments,
to decline to change death benefits, or to decline to make Partial Withdrawals
that would cause the Policy to fail to qualify. We may also make changes in the
Policy or its Riders, require additional premium payments or make distributions
from the Policy to the extent we deem necessary to qualify the Policy as life
insurance for tax purposes. Any such change will apply uniformly to all 

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policies that are affected. The Policy Owner will be given advance notice of
such changes.

The tax law limits the allowable charges for mortality costs and other expenses
that may be used in making calculations to determine whether a Policy qualifies
as life insurance for Federal income tax purposes. These calculations must be
based upon reasonable mortality charges and other charges reasonably expected to
be paid. The Treasury has issued proposed regulations on the reasonableness
standards for mortality charges. Security Life believes that the charges used
for this purpose in the Policy should meet the current requirement for
reasonableness. Security Life reserves the right to make modifications to the
mortality charges if future regulations contain standards which make
modification necessary in order to continue qualification of the Policy as life
insurance for Federal income tax purposes.

In addition, assuming that the Policy is not intended by the Owner to be or
become a Modified Endowment Contract, we will include an endorsement to the
Policy whereby we reserve the right to amend the Policy, including any Rider, to
assure that the Policy continues to comply with the seven-pay test for Federal
income tax purposes.  If at any time the premium paid under the Policy exceeds
the seven-pay limit, we reserve the right to remove such excess premium or make
any appropriate adjustments to the Policy's Account Value and death benefits.
Any death benefit increase will cause an increase in the cost of insurance
charges.

OTHER

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

We are required to withhold income taxes from any portion of the amounts
received by individuals in a taxable transaction, unless an election is made in
writing not to have withholding apply. If the election not to have withholding
is made, or if the amount withheld is insufficient, income taxes, and possibly
penalties, may have to be paid later.

Federal estate and gift taxes and state and local inheritance, estate, and other
tax consequences of ownership or receipt of Policy benefits depend on the
particular jurisdiction and the circumstances of each Owner and Beneficiary.

QUALIFIED LEGAL OR TAX ADVISERS SHOULD BE CONSULTED FOR COMPLETE INFORMATION ON
FEDERAL, STATE, LOCAL AND OTHER TAX CONSIDERATIONS.


ADDITIONAL INFORMATION ABOUT THE POLICY

VOTING PRIVILEGES

    
We invest the assets in the Divisions of the Variable Account in shares of the
corresponding Portfolios. See Investment Objectives of the Portfolios, page 17.
Security Life is the legal owner of the shares held in the Variable Account and,
as such, has the right to vote on certain matters. Among other things, we may
vote on any matters described in the Fund's current prospectus or requiring a
vote by shareholders under the Investment Company Act of 1940.     

Even though we own the shares, to the extent required by the interpretations of
the SEC, we give Owners the opportunity to tell us how to vote the number of
shares that are attributable to their Policy. We will vote those shares at
meetings of Portfolio shareholders according to their instructions. We will also
vote any Portfolio shares that are not attributable to the Policies and shares
for which instructions from Owners were not received, in the same proportion
that Owners vote. If the Federal securities laws or regulations or
interpretations of them change so that we are permitted to vote shares of a
Portfolio in our own right or to restrict Owner voting, we reserve the right to
do so.

Owners may participate in voting only on matters affecting the Portfolios in
which the Owner's assets have been invested. We determine the number of
Portfolio shares in each Division that are attributable to the Policy by
dividing the amount in the Account Value allocated to that Division by the net
asset value of one share of the corresponding Portfolio. The number of shares as
to which instructions may be given will be determined as of the record date set
by the Portfolio's Board for the Portfolio's shareholders meeting. We count
fractional shares. Owners having a voting interest will be sent proxy material
and a form for giving us voting instructions.

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All Portfolio shares are entitled to one vote. The votes of all Portfolios are
cast together on an aggregate basis, except on matters where the interests of
the Portfolios differ. In such cases, voting is on a portfolio-by-portfolio
basis. In these cases, the approval of the shareholders in one Portfolio is not
needed in order to make a decision in another Portfolio. Examples of matters
that would require a portfolio-by-portfolio vote are changes in the fundamental
investment policy of a particular Portfolio or approval of an investment
advisery agreement. Shareholders in a Portfolio not affected by a particular
matter generally would not be entitled to vote on it.

The Boards of the Portfolios and Security Life and any other insurance companies
participating in the Portfolios are required to monitor events to identify any
material conflicts that may arise from the use of the Portfolios for variable
life and variable annuity separate accounts. Conflict might arise as a result of
changes in state insurance law or Federal income tax law, changes in investment
management of any Portfolio, or differences in voting instructions given by
owners of variable life insurance policies and variable annuity contracts.
Shares of these Portfolios may also be sold to certain qualified pension and
retirement plans qualifying under Section 401 of the Code that include cash or
deferred arrangements under Section 401(k) of the Code. As a result, there is a
possibility that a material conflict may arise between the interests of owners
generally or certain classes of owners, and such retirement plans or
participants in such retirement plans. If there is a material conflict, we will
have an obligation to determine what action should be taken including the
removal of the affected Portfolios from eligibility for investment by the
Variable Account. We will consider taking other action to protect Owners.
However, there could be unavoidable delays or interruptions of operations of the
Variable Account that we may be unable to remedy.

In certain cases, when required by state insurance regulatory authorities, we
may disregard instructions relating to changes in the Portfolio's adviser or the
investment policies of the Portfolios. In the event we do disregard voting
instructions, we will include a summary of our actions and give our reasons in
the next semi-annual report to Owners.

Under the Investment Company Act of 1940, certain actions affecting the Variable
Account (such as some of those described under Right To Change Operations) may
require Owner approval. In that case, Owners will be entitled to one vote for
every $100 of value they have in the Divisions of the Variable Account. We will
cast votes attributable to amounts in the Divisions of the Variable Account not
attributable to Policies in the same proportions as votes cast by Owners.


RIGHT TO CHANGE OPERATIONS

    
Subject to state limitations, the Company may from time to time, change the
investment objective of, or make the following changes to, the Variable 
Account:     

  (i)     Make additional Divisions available. These Divisions will invest in
          Portfolios we find suitable for the Policy.

  (ii)    Eliminate Divisions from the Variable Account, combine two or more
          Divisions, or substitute a new Portfolio for the Portfolio in which a
          Division invests. A substitution may become necessary if, in our
          judgment, a Portfolio no longer suits the purposes of the Policy. This
          may also happen due to a change in laws or regulations, or a change in
          a Portfolio's investment objectives or restrictions, or because the
          Portfolio is no longer available for investment, or for some other
          reason, such as a declining asset base.

  (iii)   Transfer assets of the Variable Account, which we determine to be
          associated with the class of policies to which an Owner's Policy
          belongs, to another Variable Account.

  (iv)    Withdraw the Variable Account from registration under the 1940 Act.

  (v)     Operate the Variable Account as a management investment company under
          the 1940 Act.

  (vi)    Cause one or more Divisions to invest in a mutual fund other than or
          in addition to the Portfolios.

  (vii)   Discontinue the sale of Policies and certificates.

  (viii)  Terminate any employer or plan trustee agreement with us pursuant to
          its terms.

  (ix)    Restrict or eliminate any voting rights as to the Variable Account.

  (x)     Make any changes required by the 1940 Act or the rules or regulations
          thereunder.

    
No such changes will be made until it becomes effective with the SEC, or without
any necessary approval of the applicable state insurance departments. Owners
will be notified of any changes. If Owners then wish to transfer the amount they
have in that Division to another Division of the Variable Account or to the
Guaranteed Interest Division, they may do so, without charge, by      

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notifying us. At the same time, they may also change how their Net Premiums and
deductions are allocated.

REPORTS TO OWNERS

At the end of each Policy year we will send a report that shows the Total Policy
Death Benefit (Base Death Benefit plus Adjustable Term Insurance Rider Death
Benefit, if any), the Account Value, the Policy Loan plus accrued Loan Interest
and Net Cash Surrender Value. We will also include information about the
Divisions of the Variable Account. The report also shows any transactions
involving the Account Value that occurred during the year such as premium
allocations, deductions, and any loans or withdrawals in that year.

We will also send semi-annual reports with financial information on the
Portfolios, including a list of the investments held by each Portfolio.

Confirmation notices will be sent during the year for certain Policy
transactions.


OTHER GENERAL POLICY PROVISIONS

FREE LOOK PERIOD

    
Owners have the right to examine the Policy. If for any reason the Owner is not
satisfied with the Policy when issued, the Policy may be returned to us or the
Registered Representative within the time limit described below and it will be
deemed void as of the Policy Date. A request to cancel this Policy must be
postmarked no later than 10 days after it is received, or as otherwise specified
by state law.  The Policy will be deemed to have been received by the Owner 5
days after it is mailed from our Customer Service Center. If the Policy is
canceled under this provision, we will refund an amount equal to the full amount
of any premiums paid or as otherwise specified by state law. Insurance coverage
ends when the request is sent.     

Amounts allocated to the Divisions of the Variable Account will be held in the
Division investing in the Fidelity VIP Money Market Portfolio until the end of
the Free Look Period. At the end of the Free Look Period, this portion of the
Account Value will be reallocated according to the most recent premium
allocation instructions.

THE POLICY

This Policy is a contract between the Owner and us. The Policy, including a copy
of the original application and any applications for an increase, Riders,
endorsements, Schedule pages, and any reinstatement applications make up the
entire contract between us. A copy of any application as well as a new Schedule
will be attached or furnished for attachment to the Policy at the time of any
change in coverage. In the absence of fraud, all statements made in any
application will be considered representations and are not warranties. No
statement will be used to deny a claim unless it is in an application.

    
All changes or amendments to this Policy made by us must be signed by a
president or an officer of the Company and by our secretary or assistant
secretary.  No other person is authorized to change the terms or conditions of
this policy.     

AGE

This Policy is issued at the Age stated in the Schedule. This is the Insured's
Age nearest birthday, calculated as of the Policy Date. The Age of the Insured
at any time is calculated by adding the number of completed Policy years to the
Age shown in the Schedule.


OWNERSHIP

The original Owner is the person named in the application. The Owner can
exercise all rights and receive the benefits during the Insured's lifetime
before the Maturity Date. This includes the right to change the Owner,
Beneficiaries, and methods for the payment of proceeds. All rights of the Owner
are subject to the rights of any assignee and any irrevocable Beneficiary.

    
An Owner may name a new Owner by giving us written notice. The effective date of
the change to the new Owner will be the date the Owner signs the notice. The
change will not affect any payment made or action taken by us before recording
the change at our Customer Service Center. A change in ownership may cause
recognition of taxable income on gain, if any, to the old owner.     

BENEFICIARY

The Owner names the Beneficiary when applying for the Policy. The primary
Beneficiary surviving the Insured will receive any Death Proceeds which become
payable. Surviving contingent Beneficiaries are paid Death Proceeds only if no
primary Beneficiary has survived the Insured. If more than one Beneficiary
survives the Insured, they will share the Death Proceeds equally, 

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unless the designation provides otherwise. If there is no designated Beneficiary
surviving, the Owner or Owner's estate will be paid the Death Proceeds.     

The Beneficiary designation will be on file with us or at a location designated
by us. The Owner may name a new Beneficiary during the Insured's lifetime. We
will pay the proceeds to the most recent Beneficiary designation on file. We
will not be subject to multiple payments.

COLLATERAL ASSIGNMENT
    
The Owner may assign this Policy as collateral security by sending written
notice to us. Once it is recorded with us, the rights of the Owner and the
Beneficiary are subject to the assignment, unless the Beneficiary was designated
as an irrevocable Beneficiary prior to the assignment. It is the Owner's
responsibility to make sure the assignment is valid.     

INCONTESTABILITY

We can challenge the validity of the insurance Policy if it appears that there
have been material misstatements in the application. However, there are limits
as to how and when we can challenge the Policy.

 .    We will not contest the statements in the application attached at issue
     after the Policy has been in effect, during the Insured's lifetime, for two
     years from the Policy Date.
 .    We will not contest the statements in the application for any reinstatement
     after the reinstatement has been in effect, during the Insured's lifetime,
     for two years from the effective date of such reinstatement.
 .    We will not contest the statements in the application for any coverage
     change that increases any benefit with respect to the Insured (such as an
     increase in Stated Death Benefit) after the change has been in effect,
     during the Insured's lifetime, for two years from the effective date of
     such increase.
    
We have the right to rescind this policy if we issued or reinstated the Policy
based on a statement in an application, including a reinstatement application,
that was false or misleading.     

MISSTATEMENTS OF AGE OR SEX
    
If the Age or sex of the Insured has been misstated, the death benefit will be
adjusted. The death benefit will be adjusted to the amount which would have been
purchased for the Insured's correct Age and sex based on the cost of insurance
charges which were deducted from the Account Value on the last Monthly
Processing Date prior to the Insured's death or as otherwise required by state
law. If unisex cost of insurance rates apply, we will not make an adjustment for
a misstatement of sex.     

SUICIDE

If the Insured commits suicide within two years of the Policy Date or date of
reinstatement, the death benefit will be limited to the total of all premiums
that have been paid to the time of death minus the amount of any outstanding
Policy Loan and accrued loan interest and minus any withdrawals, unless
otherwise required by law. If the Insured has been changed and the new Insured
dies by suicide within two years of the exchange date, the death benefit will be
limited to the Net Cash Surrender Value as of the exchange date, plus the
premiums paid since that date, less the sum of any increases in Policy Loan,
accrued loan interest and any Withdrawals since the exchange date. If the
Insured commits suicide within two years after the effective date of an increase
in the Stated Death Benefit or the Target Death Benefit requested, we will pay
the death benefit which was in effect before the increase, plus a refund of the
amount of the monthly cost of insurance deductions related to the increased
death benefit, unless otherwise required by law.

PAYMENT

We will pay the Death Proceeds, Net Cash Surrender Value upon surrender, Partial
Withdrawals, and loan proceeds within seven days after we receive the
information required to process the payment. We will also execute a transfer
among Divisions of the Variable Account as of the Valuation Date on or next
following receipt of the request at our Customer Service Center. Transfers from
the Guaranteed Interest Division to the Divisions of the Variable Account will
be made only within the time periods indicated in this prospectus. See Transfers
of Account Values, pages 31.

We may, however, postpone the processing of any such transactions for any of the
following reasons:

 .    When the NYSE is closed for trading;
 .    When trading on the NYSE is restricted by the SEC;
 .    When an emergency exists such that it is not reasonably practical to
     dispose of securities in the applicable Division of the Variable Account or
     to determine the value of its assets; or
 .    When a governmental body having jurisdiction over the Variable Account
     permits such suspension by order.

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Rules and regulations of the SEC, if any, are applicable and will govern the
determination as to whether the above conditions exist.

Death Proceeds are determined as of the Valuation Date we receive due proof of
death of the Insured. Once we determine this amount, the Death Proceeds will not
be affected by subsequent changes in the values of the Divisions of the Variable
Account. We will pay interest at the rate declared by us or at any higher rate
required by law from the date we determine the amount of the Death Proceeds to
the date of payment.

Death Proceeds are not subject to deferment. However, we may defer for up to six
months payment of any surrender proceeds, withdrawal amounts, or loan amounts
from our Guaranteed Interest Division, unless otherwise required by law. We will
pay interest at the rate declared by us or at any higher rate required by law
from the date we receive the request if we delay payment more than 30 days.


NOTIFICATION AND CLAIMS PROCEDURES

We must receive in writing any election, designation, change, assignment, or
request made by the Owner. It must be on a form acceptable to us. We are not
liable for any action we take before we receive and record the written notice.
We may require that the Policy be returned for any Policy change or upon its
surrender.

In the event of an Insured's death while the Policy is in force please let us or
the Registered Representative know as soon as possible. Claim procedure
instructions will be sent immediately. As due proof of death, we may require
proof of Age and a certified copy of a death certificate. We may also require
the Beneficiary and the Insured's next of kin to sign authorizations as part of
this process. These authorization forms allow us to obtain information about the
Insured, including but not limited to medical records of physicians and
hospitals used by the Insured.


TELEPHONE PRIVILEGES

If telephone privileges have been elected in a form required by us, transfers,
changes in Dollar Cost Averaging and Automatic Rebalancing, or requests for
Partial Withdrawals and Policy Loans may be made by telephoning our Customer
Service Center.

Our Customer Service Center will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. Such procedures may include,
among others, requiring some form of personal identification prior to acting
upon instructions received by telephone, providing written confirmation of such
transactions, and/or tape recording of telephone instructions. A request for
telephone privileges authorizes us to record telephone calls. If reasonable
procedures are not used in confirming instructions, we may be liable for any
losses due to unauthorized or fraudulent instructions. We reserve the right to
discontinue this privilege at any time.

NON-PARTICIPATING

The Policy does not participate in Security Life's surplus earnings.

DISTRIBUTION OF THE POLICIES

The principal underwriter (distributor) for the policies is ING America
Equities, a wholly owned subsidiary of Security Life. ING America Equities is
registered as a broker-dealer with the SEC and is a member of the NASD. We pay
ING America Equities for acting as the principal underwriter under a
Distribution Agreement.

We sell our Policies through Registered Representatives of other broker-dealers
which have entered into selling agreements with us. These Registered
Representatives are also licensed by state insurance officials to sell our
variable life policies. Each of the broker-dealers we enter into selling
agreements with are registered with the SEC and are members of the NASD.

Under these selling agreements, we pay a distribution allowance to the other
broker-dealers, which in turn pay commissions to the Registered Representative
who sells this Policy. During the first Policy year, the distribution allowance
may equal an amount up to 95% of the first Target Premium paid and 4% of
premiums paid in excess of the first Target Premium. For Policy years 2 through
10, the allowance may equal an amount up to 4% of premiums paid in excess of the
first Target Premium, and for subsequent Policy years 2% of premiums paid.
Broker-dealers may also receive annual renewal compensation of up to 0.10% of
the Net Account Value beginning in the tenth Policy year or after the Owner pays
more than the guideline single premium determined in accordance with the Federal
income tax law definition of life insurance, whichever is earlier. Compensation
arrangements may vary among broker-dealers. In addition, we may also pay
override payments, expense allowances, bonuses, wholesaler fees, and training
allowances. Registered Representatives who meet specified production levels may
qualify, under our sales incentive programs, to receive non-cash compensation

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such as expense-paid trips, expense-paid educational seminars and merchandise.

We pay the distribution allowance from our own resources (including any sales
charges deducted from premiums and Surrender Charges we might collect).


SETTLEMENT PROVISIONS

    
During the Insured's lifetime, the Owner may elect that the Beneficiary receive
the Death Proceeds other than in one sum.  If an election has not been made, the
Beneficiary may do so within 60 days after the Insured's death. The Owner may
also elect to take the Net Cash Surrender Value other than in one sum.     

Payments under these options are not affected by the investment experience of
any Division of our Variable Account. Instead, interest accrues pursuant to the
options chosen. Payment options will also be subject to our rules at the time of
selection. Currently, these alternate payment options are only available if the
proceeds applied are $2000 or more and any periodic payment will be at least
$20.

The following payment options are available:

Option I:      Payouts for a Designated Period: Payouts will be made in 1, 2, 4
               or 12 installments per year as elected for a designated period,
               which may be 5 to 30 years. The installment dollar amounts will
               be equal except for any excess interest. The amount of the first
               monthly payout for each $1,000 of Account Value applied is shown
               in Settlement Option Table I in the Policy.

Option II:     Life Income with Payouts Guaranteed for a Designated Period:
               Payouts will be made in 1, 2, 4 or 12 installments per year
               throughout the payee's lifetime, or if longer, for a period of 5,
               10, 15, or 20 years as elected. The installment dollar amounts
               will be equal except for any excess interest. The amount of the
               first monthly payout for each $1,000 of Account Value applied is
               shown in Settlement Option Table II in the Policy. This option is
               not available for ages not shown in this Table.

Option III:    Hold at Interest: Amounts may be left on deposit with us to be
               paid upon the death of the payee or at any earlier date elected.
               Interest on any unpaid balance will be at the rate declared by us
               or at any higher rate required by law. Interest may be
               accumulated or paid in 1, 2, 4 or 12 installments per year, as
               elected. Money may not be left on deposit for more than 30 years.

Option IV:     Payouts of a Designated Amount: Payouts will be made until
               proceeds, together with interest, which will be at the rate
               declared by us or at any higher rate required by law, are
               exhausted. Payouts will be made in 1, 2, 4, or 12 equal
               installments per year, as elected.

Option V:      Other: The Owner may ask us to apply the money under any option
               that we make available at the time the benefit is paid.

The Beneficiary or any other person who is entitled to receive payment may name
a successor to receive any amount that we would otherwise pay to that person's
estate if that person died. The person who is entitled to receive payment may
change the successor at any time.

We must approve any arrangements that involve a payee who is not a natural
person (for example, a corporation), or a payee who is a fiduciary. Also, the
details of all arrangements will be subject to our rules at the time the
arrangements take effect. This includes rules on the minimum amount we will pay
under an option, minimum amounts for installment payments, withdrawal or
commutation rights (the right to receive payments over time, for which we may
offer a lump sum payment), the naming of people who are entitled to receive
payment and their successors, and the ways of proving Age and survival.

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ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES AND SURRENDER VALUES, AND
ACCUMULATED PREMIUMS

The following tables illustrate how the key financial elements of the Policy
work, specifically, how the death benefits, Account Values and Cash Surrender
Values could vary over an extended period of time. In addition, each table
compares these values with premiums paid accumulated with interest.

The Policies illustrated include the following:

<TABLE>
<CAPTION>
                                    Definition
                            Death    of Life    Stated            Target
                 Smoker    Benefit  Insurance    Death             Death
   Sex     Age   Status    Option      Test     Benefit  Premium  Benefit  Page
- --------------------------------------------------------------------------------
   <S>     <C>  <C>        <C>      <C>       <C>       <C>       <C>      <C> 
   Male     45  Nonsmoker    1       CVAT     200,000   $4,500    200,000   54
 
   Male     45  Nonsmoker    1       CVAT     100,000   $4,500    200,000   56
 
   Male     45  Nonsmoker    1        GP      200,000   $4,500    200,000   58
</TABLE>

    
The tables show how death benefits, Account Values and Cash Surrender Values of
a hypothetical Policy could vary over an extended period of time if the
Divisions of the Variable Account had constant hypothetical gross annual
investment returns of 0%, 6% or 12% over the periods indicated in each table.
The values will differ from those shown in the tables if the annual investment
returns are not absolutely constant. That is, the death benefits, Account Values
and Cash Surrender Values will be different if the returns averaged 0%, 6% or
12% over a period of years but went above or below those figures in individual
Policy years. These illustrations assume that no Policy Loan has been taken. The
amounts shown would differ if female or unisex rates were used.     

The third column of each table shows what would happen if an amount equal to the
premiums were invested to earn interest, after taxes, of 5% compounded annually.
All premium payments are illustrated as if they were made at the beginning of
the year.

The amounts shown for death benefits, Account Values and Cash Surrender Values
sections reflect the fact that the net investment return on the Policy is lower
than the gross investment return on the Divisions of the Variable Account. This
results from the charges levied against the Divisions of the Variable Account
(i.e., the mortality and expense risk charge) as well as the premium loads,
administrative charges and Surrender Charges. The difference between the Account
Value and the Cash Surrender Value in the first 14 years is the Surrender
Charge.

The tables illustrate cost of insurance and expense charges at both our current
rates (which are described under Monthly Deductions from the Account Value, page
38) and at the maximum rates we guarantee in the Policies. The amounts shown at
the end of each Policy year reflect a daily charge against the Variable Account
Divisions. This charge includes the charge against the Variable Account for
mortality and expense risks and the effect on each Division's investment
experience of the charge to Portfolio assets for investment management and
direct expenses. The mortality and expense risk fee is 0.75% annually on a
guaranteed basis; illustrations showing current rates reflect a guaranteed
persistency refund equivalent to 0.5% of the Account Value annually beginning
after the 10th Policy anniversary.

    
The tables also reflect a daily investment advisery fee equivalent to an annual
rate of .6886% of the aggregate average daily net assets of the Portfolios. This
hypothetical rate is representative of the average maximum investment advisory
fee applicable to the Divisions of the Variable Account. Other expenses of the
Portfolios are assumed at the rate of .1598% of the average daily net assets of
the Portfolio, which is an average of all the Portfolios' other expenses,
including interest expenses. This amounts to .8484% of the average daily net
assets of an investment division including the investment advisory fee. Actual
fees vary by Portfolio and may be subject to agreements by the sponsor to waive
or otherwise reimburse each investment Division for operating expenses which
exceed certain limits. There can be no assurance that the expense reimbursement
arrangements will continue in the future, and any unreimbursed expenses would be
reflected in the values included on the tables.     

________________________________________________________________________________
                                      55
    
FirstLine     
<PAGE>
 
    
The effect of these investment management, direct expenses and mortality and
expense risk charges on a 0% gross rate of return would result in a net rate of
return of (1.59)%, on 6% it would be 4.36%, and on 12% it would be 10.32%.     

The tables assume the deduction of charges including administrative and sales
charges. The tables reflect the fact that we do not currently make any charge
against the Variable Account for state or Federal taxes. If such a charge is
made in the future, it will take a higher gross rate of return than the rates
shown to produce death benefits, Account Values, and Cash Surrender Values
shown.

We will furnish, upon request, a comparable illustration based on the Age and
sex of the proposed Insured, standard Premium Class assumptions and an initial
Stated Death Benefit, death benefit option and Scheduled Premiums chosen and
consistent with the Policy form. If the Owner purchases a Policy, we will
deliver an individualized illustration reflecting the Scheduled Premium chosen
and the Insured's actual risk class. After issuance we will provide upon request
an illustration of future Policy benefits based on both guaranteed and current
cost factor assumptions and actual Account Value.

________________________________________________________________________________
                                      56
    
FirstLine     
<PAGE>
 
PROSPECT: INSURED'S NAME
MALE 45 NON-SMOKER                                                 PRESENTED BY:



                                 SECURITY LIFE
                       FIRSTLINE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT: $  200000                           DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM: $ 4500.00
                                                    CASH VALUE ACCUMULATION TEST

                                  SUMMARY PAGE

                          ASSUMING GUARANTEED CHARGES
               Assuming Hypothetical Gross Investment Return of:

    
<TABLE>
<CAPTION>
                                   ------------0.00%--------  ---------12.00%---------  -----------6.00%----------

                         PREMIUM              CASH                       CASH                       CASH
                       ACCUMULATED   ACCOUNT  SURR    DEATH    ACCOUNT   SURR    DEATH   ACCOUNT    SURR     DEATH
   YEAR      PREMIUMS     AT 5%       VALUE   VALUE  BENEFIT    VALUE   VALUE   BENEFIT   VALUE    VALUE    BENEFIT
<S>          <C>       <C>           <C>      <C>    <C>       <C>      <C>     <C>      <C>       <C>      <C>
    1            4500         4725      3322   1797   200000      3772    2247   200000     3547     2022    200000
    2            4500         9686      6551   4801   200000      7893    6143   200000     7208     5458    200000
    3            4500        14896      9685   7710   200000     12397   10422   200000    10986     9011    200000
    4            4500        20365     12842  10642   200000     17453   15253   200000    15009    12809    200000
    5            4500        26109     15899  13699   200000     22988   20788   200000    19160    16960    200000
    6            4500        32139     18855  16655   200000     29054   26854   200000    23445    21245    200000
    7            4500        38471     21700  19500   200000     35703   33503   200000    27861    25661    200000
    8            4500        45120     24426  22501   200000     42992   41067   200000    32406    30481    200000
    9            4500        52101     27027  25377   200000     50989   49339   200000    37083    35433    200000
   10            3030        57887     28125  26750   200000     58237   56862   200000    40439    39064    200000
   15            3933        91361     32518  32518   200000    108623  108623   200000    59248    59248    200000
   20            3933       139423     35811  35811   200000    201282  201282   245564    85123    85123    200000
   25            3933       200764     30368  30368   200000    354132  354132   410793   114583   114583    200000
   30            3933       279052      8110   8110   200000    604612  604612   646935   150272   150272    200000
 
   AGE 65        3933       150524     35568  35568   200000    226234  226234   271480    90679    90679    200000
</TABLE>
     

THE EXPENSE CHARGES AND COST OF INSURANCE RATES WILL NEVER BE GREATER THAN THOSE
WHICH WERE USED TO CALCULATE THE ABOVE VALUES.

THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO THE DIVISIONS OF
THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND THE INVESTMENT
EXPERIENCE OF THE DIVISIONS.  NO REPRESENTATION CAN BE MADE THAT THESE
HYPOTHETICAL GROSS INVESTMENT RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD.  THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID
IN A DIFFERENT FREQUENCY THAN SHOWN.  THE ABOVE VALUES ASSUME NO LOANS OR
WITHDRAWALS ARE TAKEN.

________________________________________________________________________________
                                      57
    
FirstLine     

<PAGE>
 
PROSPECT: INSURED'S NAME:
MALE 45 NON-SMOKER                                                 PRESENTED BY:



                                 SECURITY LIFE
                       FIRSTLINE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT: $   200000                          DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM: $ 4500.00
                                                    CASH VALUE ACCUMULATION TEST

                                  SUMMARY PAGE

                            ASSUMING CURRENT CHARGES
               Assuming Hypothetical Gross Investment Return of:

    
<TABLE>
<CAPTION>
                                     ------------0.00%-------  ---------12.00%---------    ----------6.00%---------

                         PREMIUM              CASH                       CASH                       CASH
                       ACCUMULATED   ACCOUNT  SURR    DEATH    ACCOUNT   SURR    DEATH   ACCOUNT    SURR     DEATH
   YEAR      PREMIUMS     AT 5%       VALUE   VALUE  BENEFIT    VALUE   VALUE   BENEFIT   VALUE    VALUE    BENEFIT
<S>          <C>       <C>           <C>      <C>    <C>       <C>      <C>     <C>      <C>       <C>      <C>
    1            4500         4725      3530   2005   200000      3993    2468   200000     3762     2237    200000
    2            4500         9686      6860   5110   200000      8247    6497   200000     7539     5789    200000
    3            4500        14896      9990   8015   200000     12790   10815   200000    11333     9358    200000
    4            4500        20365     13144  10944   200000     17888   15688   200000    15373    13173    200000
    5            4500        26109     16198  13998   200000     23470   21270   200000    19541    17341    200000
    6            4500        32139     19150  16950   200000     29589   27389   200000    23845    21645    200000
    7            4500        38471     22022  19822   200000     36326   34126   200000    28311    26111    200000
    8            4500        45120     24824  22899   200000     43759   41834   200000    32957    31032    200000
    9            4500        52101     27582  25932   200000     51991   50341   200000    37819    36169    200000
   10            3030        57887     28910  27535   200000     59560   58185   200000    41438    40063    200000
   15            3933        91361     36291  36291   200000    113582  113582   200000    63570    63570    200000
   20            3933       139423     44643  44643   200000    212042  212042   258692    95405    95405    200000
   25            3933       200764     47886  47886   200000    375012  375012   435013   134588   134588    200000
   30            3933       279052     41723  41723   200000    643905  643905   688979   185749   185749    200000
 
   AGE 65        3933       150524     45773  45773   200000    238508  238508   286209   102554   102554    200000
</TABLE>
     

THE CURRENT COST OF INSURANCE RATES ARE SUBJECT TO CHANGE.  ACCOUNT VALUES WILL
VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE ASSUMED.  CURRENT
MORTALITY CHARGE RATES ARE BASED ON CURRENT MORTALITY EXPERIENCE AND ARE NOT
DEPENDENT UPON FUTURE IMPROVEMENTS IN UNDERLYING MORTALITY.

THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL
INVESTMENT RESULTS AND POLICY CHARGES MAY BE MORE OR LESS THAN THOSE SHOWN AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO
THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND
THE INVESTMENT EXPERIENCE OF THE DIVISIONS.  NO REPRESENTATION CAN BE MADE THAT
THESE HYPOTHETICAL GROSS INVESTMENTS RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%. 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD.  THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID
IN A DIFFERENT FREQUENCY THAN SHOWN.  THE ABOVE VALUES ASSUME NO LOANS OR
WITHDRAWALS ARE TAKEN.

________________________________________________________________________________
                                      58
    
FirstLine     

<PAGE>
 
PROSPECT: INSURED'S NAME
MALE 45 NON-SMOKER                                                 PRESENTED BY:



                                 SECURITY LIFE
                       FIRSTLINE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:  $ 100000                           DEATH BENEFIT OPTION 1
INITIAL ADJUSTABLE TERM RIDER:  $ 100000               ANNUAL PREMIUM: $ 4500.00
                                                    CASH VALUE ACCUMULATION TEST

                                  SUMMARY PAGE

                          ASSUMING GUARANTEED CHARGES
               Assuming Hypothetical Gross Investment Return of:

    
<TABLE>
<CAPTION>
                                     --------0.00%----------   ----------12.00%--------  ------6.00%--------------

                         PREMIUM              CASH                       CASH                      CASH
                       ACCUMULATED   ACCOUNT  SURR    DEATH    ACCOUNT   SURR    DEATH   ACCOUNT   SURR     DEATH
   YEAR      PREMIUMS     AT 5%       VALUE   VALUE  BENEFIT    VALUE   VALUE   BENEFIT   VALUE    VALUE   BENEFIT
<S>          <C>       <C>           <C>      <C>    <C>       <C>      <C>     <C>      <C>       <C>     <C>
    1            4500         4725      3322   2447   200000      3772    2897   200000     3547    2672    200000
    2            4500         9686      6550   5450   200000      7892    6792   200000     7207    6107    200000
    3            4500        14896      9684   8584   200000     12396   11296   200000    10985    9885    200000
    4            4500        20365     12841  11741   200000     17451   16351   200000    15007   13907    200000
    5            4500        26109     15898  14798   200000     22986   21886   200000    19158   18058    200000
    6            4500        32139     18853  17753   200000     29052   27952   200000    23443   22343    200000
    7            4500        38471     21699  20599   200000     35701   34601   200000    27859   26759    200000
    8            4500        45120     24425  23462   200000     42989   42027   200000    32405   31442    200000
    9            4500        52101     27026  26201   200000     50986   50161   200000    37081   36256    200000
   10            4500        59431     29491  28804   200000     59766   59078   200000    41887   41199    200000
   15            4500       101959     40438  40438   200000    111672  111672   227588    60358   60358    200000
   20            4500       156237     46660  46660   200000    174381  174381   310573    64229   64229    200000
   25            4500       225510     45010  45010   200000    267970  267970   423124    61207   61207    200000
   30            4500       313923     28777  28777   200000    404138  404138   574684    41574   41574    200000
 
   AGE 65        4500       168773     47081  47081   200000    190277  190277   330321    64356   64356    200000
</TABLE>
     

THE EXPENSE CHARGES AND COST OF INSURANCE RATES WILL NEVER BE GREATER THAN THOSE
WHICH WERE USED TO CALCULATE THE ABOVE VALUES.

THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO THE DIVISIONS OF
THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND THE INVESTMENT
EXPERIENCE OF THE DIVISIONS.  NO REPRESENTATION CAN BE MADE THAT THESE
HYPOTHETICAL GROSS INVESTMENT RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD.  THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID
IN A DIFFERENT FREQUENCY THAN SHOWN.  THE ABOVE VALUES ASSUME NO LOANS OR
WITHDRAWALS ARE TAKEN.

________________________________________________________________________________
                                      59
    
FirstLine     
<PAGE>
 
PROSPECT: INSURED'S NAME
MALE 45 NON-SMOKER                                                 PRESENTED BY:


                                 SECURITY LIFE
                       FIRSTLINE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:         $   100000                  DEATH BENEFIT OPTION 1
INITIAL ADJUSTABLE TERM RIDER:   $   100000            ANNUAL PREMIUM: $ 4500.00
                                                    CASH VALUE ACCUMULATION TEST

                                  SUMMARY PAGE

                            ASSUMING CURRENT CHARGES
               Assuming Hypothetical Gross Investment Return of:

    
<TABLE>
<CAPTION>
                                  -----------0.00%----------    ---------12.00%--------     --------6.00%-----------

                         PREMIUM              CASH                       CASH                       CASH
                       ACCUMULATED   ACCOUNT  SURR    DEATH    ACCOUNT   SURR    DEATH   ACCOUNT    SURR     DEATH
   YEAR      PREMIUMS     AT 5%       VALUE   VALUE  BENEFIT    VALUE   VALUE   BENEFIT   VALUE    VALUE    BENEFIT
<S>          <C>       <C>           <C>      <C>    <C>       <C>      <C>     <C>      <C>       <C>      <C>
    1            4500         4725      3698   2823   200000      4172    3297   200000     3935     3060    200000
    2            4500         9686      7243   6143   200000      8676    7576   200000     7945     6845    200000
    3            4500        14896     10640   9540   200000     13554   12454   200000    12038    10938    200000
    4            4500        20365     14065  12965   200000     19031   17931   200000    16399    15299    200000
    5            4500        26109     17401  16301   200000     25049   23949   200000    20921    19821    200000
    6            4500        32139     20651  19551   200000     31671   30571   200000    25613    24513    200000
    7            4500        38471     23825  22725   200000     38973   37873   200000    30494    29394    200000
    8            4500        45120     26933  25970   200000     46997   46035   200000    35583    34621    200000
    9            4500        52101     29980  29155   200000     55816   54991   200000    40896    40071    200000
   10            4500        59431     32950  32262   200000     65502   64815   200000    46402    45715    200000
   15            4500       101959     47433  47433   200000    124032  124032   252778    69832    69832    200000
   20            4500       156237     58425  58425   200000    199074  199074   354551    81796    81796    200000
   25            4500       225510     64715  64715   200000    316217  316217   499307    93348    93348    200000
   30            4500       313923     62866  62866   200000    494959  494959   703832   101929   101929    200000

   AGE 65        4500       168773     60111  60111   200000    218569  218569   379436    84176    84176    200000
</TABLE>
     

THE CURRENT COST OF INSURANCE RATES ARE SUBJECT TO CHANGE.  ACCOUNT VALUES WILL
VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE ASSUMED.  CURRENT
MORTALITY CHARGE RATES ARE BASED ON CURRENT MORTALITY EXPERIENCE AND ARE NOT
DEPENDENT UPON FUTURE IMPROVEMENTS IN UNDERLYING MORTALITY.

THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL
INVESTMENT RESULTS AND POLICY CHARGES MAY BE MORE OR LESS THAN THOSE SHOWN AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO
THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND
THE INVESTMENT EXPERIENCE OF THE DIVISIONS.  NO REPRESENTATION CAN BE MADE THAT
THESE HYPOTHETICAL GROSS INVESTMENTS RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%. 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD.  THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID
IN A DIFFERENT FREQUENCY THAN SHOWN.  THE ABOVE VALUES ASSUME NO LOANS OR
WITHDRAWALS ARE TAKEN.

________________________________________________________________________________
                                      60
    
FirstLine     
<PAGE>
 
PROSPECT: INSURED'S NAME
MALE 45 NON-SMOKER                                       PRESENTED BY:


                                 SECURITY LIFE
                       FIRSTLINE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT:   $     200000                      DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM: $ 4500.00
                                                          GUIDELINE PREMIUM TEST

                                 SUMMARY PAGE

                          ASSUMING GUARANTEED CHARGES
               Assuming Hypothetical Gross Investment Return of:

    
<TABLE> 
<CAPTION>
                                     --------0.00%-------      --------12.00%--------      --------6.00%--------
 
                         PREMIUM              CASH              CASH                      CASH
                       ACCUMULATED   ACCOUNT  SURR    DEATH    ACCOUNT   SURR    DEATH   ACCOUNT    SURR     DEATH
   YEAR      PREMIUMS     AT 5%       VALUE   VALUE  BENEFIT    VALUE   VALUE   BENEFIT   VALUE    VALUE    BENEFIT
  <S>        <C>       <C>           <C>      <C>    <C>       <C>      <C>     <C>      <C>       <C>      <C> 
   1             4500         4725      3322   1797   200000      3772    2247   200000     3547     2022    200000
   2             4500         9686      6551   4801   200000      7893    6143   200000     7208     5458    200000
   3             4500        14896      9685   7710   200000     12397   10422   200000    10986     9011    200000
   4             4500        20365     12842  10642   200000     17453   15253   200000    15009    12809    200000
   5             4500        26109     15899  13699   200000     22988   20788   200000    19160    16960    200000
   6             4500        32139     18855  16655   200000     29054   26854   200000    23445    21245    200000
   7             4500        38471     21700  19500   200000     35703   33503   200000    27861    25661    200000
   8             4500        45120     24426  22501   200000     42992   41067   200000    32406    30481    200000
   9             4500        52101     27027  25377   200000     50989   49339   200000    37083    35433    200000
   10            3030        57887     28125  26750   200000     58237   56862   200000    40439    39064    200000
   15            3933        91361     32518  32518   200000    108623  108623   200000    59248    59248    200000
   20            3933       139423     35811  35811   200000    201282  201282   245564    85123    85123    200000
   25            3933       200764     30368  30368   200000    354132  354132   410793   114583   114583    200000
   30            3933       279052      8110   8110   200000    604612  604612   646935   150272   150272    200000
 
   AGE 65        3933       150524     35568  35568   200000    226234  226234   271480    90679    90679    200000
</TABLE>
     

THE EXPENSE CHARGES AND COST OF INSURANCE RATES WILL NEVER BE GREATER THAN THOSE
WHICH WERE USED TO CALCULATE THE ABOVE VALUES.

THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO THE DIVISIONS OF
THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND THE INVESTMENT
EXPERIENCE OF THE DIVISIONS.  NO REPRESENTATION CAN BE MADE THAT THESE
HYPOTHETICAL GROSS INVESTMENT RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%, 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD.  THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID
IN A DIFFERENT FREQUENCY THAN SHOWN.  THE ABOVE VALUES ASSUME NO LOANS OR
WITHDRAWALS ARE TAKEN.

________________________________________________________________________________
                                      61
    
FirstLine     
<PAGE>
 
PROSPECT: INSURED'S NAME:
MALE 45 NON-SMOKER                                                 PRESENTED BY:



                                 SECURITY LIFE

                       FIRSTLINE VARIABLE UNIVERSAL LIFE

STATED DEATH BENEFIT: $    200000                         DEATH BENEFIT OPTION 1
                                                       ANNUAL PREMIUM: $ 4500.00
                                                          GUIDELINE PREMIUM TEST

                                 SUMMARY PAGE

                            ASSUMING CURRENT CHARGES
               Assuming Hypothetical Gross Investment Return of:

    
<TABLE>
<CAPTION>
                                     --------0.00%-------      --------12.00%--------      --------6.00%--------
                         PREMIUM              CASH              CASH                      CASH
                       ACCUMULATED   ACCOUNT  SURR    DEATH    ACCOUNT   SURR    DEATH   ACCOUNT    SURR     DEATH
   YEAR      PREMIUMS     AT 5%       VALUE   VALUE  BENEFIT    VALUE   VALUE   BENEFIT   VALUE    VALUE    BENEFIT
   <S>       <C>       <C>           <C>      <C>    <C>       <C>      <C>     <C>      <C>       <C>      <C> 
   1             4500         4725      3530   2005   200000      3993    2468   200000     3762     2237    200000
   2             4500         9686      6860   5110   200000      8247    6497   200000     7539     5789    200000
   3             4500        14896      9990   8015   200000     12790   10815   200000    11333     9358    200000
   4             4500        20365     13144  10944   200000     17888   15688   200000    15373    13173    200000
   5             4500        26109     16198  13998   200000     23470   21270   200000    19541    17341    200000
   6             4500        32139     19150  16950   200000     29589   27389   200000    23845    21645    200000
   7             4500        38471     22022  19822   200000     36326   34126   200000    28311    26111    200000
   8             4500        45120     24824  22899   200000     43759   41834   200000    32957    31032    200000
   9             4500        52101     27582  25932   200000     51991   50341   200000    37819    36169    200000
   10            3030        57887     28910  27535   200000     59560   58185   200000    41438    40063    200000
   15            3933        91361     36291  36291   200000    113582  113582   200000    63570    63570    200000
   20            3933       139423     44643  44643   200000    212042  212042   258692    95405    95405    200000
   25            3933       200764     47886  47886   200000    375012  375012   435013   134588   134588    200000
   30            3933       279052     41723  41723   200000    643905  643905   688979   185749   185749    200000
 
   AGE 65        3933       150524     45773  45773   200000    238508  238508   286209   102554   102554    200000
</TABLE>
     

THE CURRENT COST OF INSURANCE RATES ARE SUBJECT TO CHANGE.  ACCOUNT VALUES WILL
VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE ASSUMED.  CURRENT
MORTALITY CHARGE RATES ARE BASED ON CURRENT MORTALITY EXPERIENCE AND ARE NOT
DEPENDENT UPON FUTURE IMPROVEMENTS IN UNDERLYING MORTALITY.

THE HYPOTHETICAL GROSS RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND SHOULD
NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL
INVESTMENT RESULTS AND POLICY CHARGES MAY BE MORE OR LESS THAN THOSE SHOWN AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE TO
THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE GUARANTEED INTEREST DIVISION AND
THE INVESTMENT EXPERIENCE OF THE DIVISIONS.  NO REPRESENTATION CAN BE MADE THAT
THESE HYPOTHETICAL GROSS INVESTMENTS RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF RETURN AVERAGED
0.00%. 12.00% AND 6.00% OVER A PERIOD OF YEARS BUT VARIED ABOVE OR BELOW THAT
AVERAGE DURING THE PERIOD.  THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID
IN A DIFFERENT FREQUENCY THAN SHOWN.  THE ABOVE VALUES ASSUME NO LOANS OR
WITHDRAWALS ARE TAKEN.

________________________________________________________________________________
                                      62
    
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<PAGE>
 
ADDITIONAL INFORMATION

DIRECTORS AND OFFICERS

    
Set forth below is information regarding the directors and principal officers of
Security Life of Denver Insurance Company. Security Life's address, and the
business address of each person named, except as noted with an asterisk (*), is
Security Life Center, 1290 Broadway, Denver, Colorado  80203-5699.  The business
address of each person denoted with an asterisk (*) is ING North America
Insurance Corporation, 5780 Powers Ferry Road, Atlanta, Georgia 30327-4390.     

    
<TABLE> 
<CAPTION> 
Name and Principal
Business and Address                  Position and Offices with Security Life of Denver
- --------------------                  -------------------------------------------------
<S>                                   <C> 
R. Glenn Hilliard*                    Chairman and Chief Executive Officer

Stephen M. Christopher                Director, President and Chief Operating
                                      Officer

Catherine T. Fitzgerald*              Executive Vice President

Keith T. Glover*                      Executive Vice President

Thomas F. Conroy                      Director and President, Reinsurance and Institutional Markets

Michael W. Cunningham*                Director

Linda B. Emory*                       Director, Vice President and Appointed Actuary

John R. Barmeyer                      Senior Vice President and Chief Legal Officer

Wayne D. Bidelman                     Senior Vice President, New Business Development

Eugene L. Copeland                    Senior Vice President and General Counsel, Reinsurance and
                                      Institutional Markets

Benjamin A. Currier                   Senior Vice President, Operations

Carol D. Hard                         Senior Vice President, Variable Sales
</TABLE>     

________________________________________________________________________________
                                      63
    
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<PAGE>
 
<TABLE>    
Name and Principal 
Business and Address          Position and Offices with Security Life of Denver 
- --------------------          ------------------------------------------------
<S>                           <C> 
Philip R. Kruse               Senior Vice President, Sales & Marketing

James L. Livingston, Jr.      Senior Vice President and Chief Actuary

Timothy P. McCarthy           Senior Vice President, Marketing Services
 
Jeffery W. Seel*              Senior. Vice President and Chief Investment Officer
 
Jess A. Skriletz              Senior Vice President, Institutional Markets
 
Louis N. Trapolino            Senior Vice President, Marketing and Chief Marketing Officer
 
William D. Tyler              Senior Vice President and Chief Information Officer
 
Stephen J. Yarina             Senior Vice President, Treasurer and Chief  Financial  Officer

William H. Alexander          Vice President and Medical Director

Carole A. Baumbusch           Vice President, Reinsurance Operations

Evelyn A. Bentz               Vice President, M Financial Sales

Daniel S. Clements            Vice President and Chief Underwriter

Wesley A. Coleman             Vice President, Variable Product Sales

Linda Elliot                  Vice President, Systems Development

Larry D. Erb                  Vice President, Information Technology

Martha K. Evans               Vice President, Variable Operations

Deborah B. Holden             Vice President, Human Resources Development

</TABLE>     

________________________________________________________________________________
                                      64
    
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<PAGE>
 
<TABLE>    

Name and Principal 
Business and Address          Position and Offices with Security Life of Denver 
- --------------------          -------------------------------------------------
<S>                           <C> 
Richard D. King               Vice President and Medical Director

Charles Lynn McPherson*       Vice President, Business Insurance Operations

Sue A. Miskie                 Vice President, Corporate Services

Donna T. Mosely               Vice President,Valuation

Daniel G. Patsey              Vice President, Strategic Technology

David S. Pendergrass          Vice President and Treasury Officer

Christiaan M. Rutten          Vice President, Structured Reinsurance

Casey J. Scott                Vice President, Agency Sales

Alan C. Singer                Vice President, Customer Relations and Regulatory Compliance

Mark A. Smith                 Vice President, Insurance Services

Jerome M. Strop               Vice President, Strategic Marketing

Larry D. Taylor               Vice President, Product Development

Gary W. Waggoner              Vice President, General Counsel and Secretary

Roger O. Beebe                Actuarial Officer

Irene M. Colorosa             Assistant Secretary

Marsha K. Crest               Agency Administration Officer

John B. Dickinson             Actuarial Officer

</TABLE>     
________________________________________________________________________________
                                      65
    
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<PAGE>
 
<TABLE>    

Name and Principal 
Business and Address          Position and Offices with Security Life of Denver 
- --------------------          -------------------------------------------------
<S>                           <C> 
Denise S. Dumont              Computer Services Officer

Pamela C. Erbes               New Market Development Officer

Shirley A. Knarr              Actuarial Officer

Lisa K. Smith                 Denver Operations Management Officer

Glen E. Stark                 Actuarial Officer

William J. Wagner             Actuarial Officer

Amy L. Winsor                 Finance and Tax Officer

</TABLE>     

________________________________________________________________________________
                                      67
    
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<PAGE>
 
          
STATE REGULATION

We are regulated and supervised by the Division of Insurance of the Department
of Regulatory Agencies of the State of Colorado which periodically examines our
financial condition and operations. In addition, we are subject to the insurance
laws and regulations in every jurisdiction in which we do business. As a result,
the provisions of this Policy may vary somewhat from jurisdiction to
jurisdiction.

We are required to submit annual statements, including financial statements, on
our operations and finances to the Insurance Departments of the various
jurisdictions in which we do business to determine solvency and compliance with
state insurance laws and regulations.

We are also subject to various Federal securities laws and regulations.

LEGAL MATTERS

    
The legal matters in connection with the Policy described in this prospectus
have been passed on by the General Counsel of Security Life.     

LEGAL PROCEEDINGS

Security Life, as an insurance company, is ordinarily involved in litigation. We
do not believe that any current litigation is material to Security Life's
ability to meet its obligations under the Policy or to the Variable Account, and
we do not expect to incur significant losses from such actions.  ING America
Equities, Inc., the principal underwriter and distributor of the Policy, is not
engaged in any litigation of any material nature.

EXPERTS

    
The consolidated financial statements of Security Life of Denver Insurance
Company and Subsidiaries at December 31, 1996 and 1995, and for each of the
three years in the period ended December 31, 1996, and the financial statements
of the Separate Account L1 at December 31, 1996, and for each of the two years
in the period ended December 31, 1996, appearing in this prospectus and
registration statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing elsewhere herein and
in the registration statement, and are included in reliance upon such reports
given upon the authority of such firm as experts in accounting and 
auditing.     

Actuarial matters in this prospectus have been examined by Shirley A. Knarr,
F.S.A., M.A.A.A, who is the Variable Products Portfolio Manager and Actuarial
Officer of Security Life. Her opinion on actuarial matters is filed as an
exhibit to the Registration Statement we filed with the SEC.

REGISTRATION STATEMENT

We have filed a Registration Statement relating to the Variable Account and the
variable life insurance policy described in this prospectus with the SEC. The
Registration Statement, which is required by the Securities Act of 1933,
includes 

________________________________________________________________________________
                                      67
    
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<PAGE>
 
additional information that is not required in this prospectus under the rules
and regulations of the SEC. The additional information may be obtained from the
SEC's principal office in Washington, DC. A fee will be required for the
material.

FINANCIAL STATEMENTS

    
The consolidated financial statements of Security Life of Denver Insurance
Company and Subsidiaries ("Security Life and Subsidiaries") at December 31, 1996
and 1995, and for each of the three years in the period ended December 31, 1996,
are prepared in accordance with generally accepted accounting principles and
start on page 65.     

    
The financial statements included for the Security Life Separate Account L1 at
December 31, 1996 and for each of the two years in the period ended December 31,
1996, are prepared in accordance with generally accepted accounting principles
and represent those Divisions that had commenced operations by that date.     

The consolidated financial statements of Security Life and Subsidiaries referred
to above have been audited by Ernst & Young LLP. The consolidated financial
statements of Security Life and Subsidiaries should be distinguished from the
financial statements of the Security Life Separate Account L1 and should be
considered only as bearing upon the ability of Security Life and Subsidiaries to
meet its obligations under the Policies. They should not be considered as
bearing upon the investment experience of the Divisions of Security Life
Separate Account L1.

________________________________________________________________________________
                                      68
    
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<PAGE>
 
    
                       Consolidated Financial Statements     

    
                            Security Life of Denver     
    
                               Insurance Company     
        
                             and Subsidiaries     

    
                 Years ended December 31, 1996, 1995 and 1994     
    
                      with Report of Independent Auditors     


________________________________________________________________________________
                                      69
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
                       Consolidated Financial Statements     
    
                  Years ended December 31, 1996, 1995 and 1994     
    
                                    CONTENTS     

<TABLE>    
<CAPTION>
<S>                                                                   <C>
Report of Independent Auditors........................................67

Audited Consolidated Financial Statements

Consolidated Balance Sheets...........................................68
Consolidated Statements of Income.....................................70
Consolidated Statements of Stockholder's Equity.......................71
Consolidated Statements of Cash Flows.................................72
Notes to Consolidated Financial Statements............................74
</TABLE>     

________________________________________________________________________________
                                      70
    
FirstLine     
<PAGE>
 
                        Report of Independent Auditors
    
Board of Directors and Stockholder
Security Life of Denver Insurance Company     
    
We have audited the accompanying consolidated balance sheets of Security Life of
Denver Insurance Company (a wholly-owned subsidiary of ING America Insurance 
Holdings, Inc.) and subsidiaries as of December 31, 1996 and 1995, and the 
related consolidated statements of income, stockholder's equity, and cash flows 
for each of the three years in the period ended December 31, 1996. 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 consolidated financial position of Security Life of
Denver Insurance Company and subsidiaries at December 31, 1996 and 1995, and the
consolidated results of their operations and their cash flows for each of the 
three years in the period ended December 31, 1996, in conformity with generally 
accepted accounting principles.     



                                        ERNST & YOUNG LLP

Denver, Colorado
April 11, 1997



- --------------------------------------------------------------------------------
                                      72
<PAGE>
 
          Security Life of Denver Insurance Company and Subsidiaries

                          Consolidated Balance Sheets

                            (Dollars in Thousands)

                                                             DECEMBER 31
                                                          1996         1995
                                                       -------------------------
ASSETS
Investments (Note 3)
  Fixed maturities, at fair value (amortized cost;
   1996--$2,765,488; 1995--$2,318,038)                 $2,875,084   $2,470,944
  Equity securities, at fair value (cost: 1996--
   $4,899; 1995--$8,593)                                    5,345        8,369
  Mortgage loans on real estate                           452,795      285,544
  Investment real estate, at cost, less accumulated
   depreciation (1996--$628; 1995--$640)                    1,769        2,908
  Policy loans                                            795,311      754,240
  Other long-terms investments                             11,063       11,870
  Short-term investments                                    7,019       10,946
                                                       -------------------------
Total investments                                       4,148,386    3,544,821

Cash                                                       13,821       32,044
Accrued investment income                                  45,426       38,132
Reinsurance recoverable:
  Paid benefits                                            10,188       11,096
  Unpaid benefits                                          19,703       13,581
Prepaid reinsurance premiums (Note 9)                   1,951,012    1,614,959
Deferred policy acquisition costs (DPAC)                  673,560      595,232
Property and equipment, at cost, less accumulated
  depreciation (1996--$21,407; 1995--$19,556)              38,848       40,418
Federal income tax recoverable (Note 10)                        -       62,990
Indebtedness of related parties                             5,383       33,418
Other assets                                               99,683       64,314
Separate account assets (Note 7)                          124,986       31,825
                                                       -------------------------
Total assets                                           $7,130,996   $6,082,830
                                                       =========================

________________________________________________________________________________

                                      73
                                          
FirstLine     
<PAGE>

          Security Life of Denver Insurance Company and Subsidiaries

                          Consolidated Balance Sheets

                            (Dollars in Thousands)

 
    
<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                                           1996        1995
                                                      ------------------------
<S>                                                     <C>         <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
     Future policy benefits (Note 9):
          Life and annuity reserves                     $3,834,140  $3,328,405
          Guaranteed investment contracts                1,911,201   1,520,926
          Policyholders' funds                              81,273      75,809
          Advance premiums                                     236         231
          Accrued dividends and dividends on deposit        20,338      19,886
          Unpaid claims                                     88,074      79,821
          Funds held under reinsurance treaties             18,967      32,793
                                                      ------------------------
 
     Total future policy benefits                        5,954,229   5,057,871
 
     Accounts payable and accrued expenses                  75,790      75,019
     Indebtedness to related parties                         5,427      16,224
     Long-term debt to related parties (Note 11)            75,000      50,032
     Accrued interest on long-term debt to related
          parties (Note 11)                                  3,700          24
     Other liabilities                                      53,311      60,443
     Federal income taxes payable (Note 10)                 11,883           -
     Deferred federal income taxes (Note 10)                48,541      44,746
     Separate account liabilities (Note 7)                 124,986      31,825
 
Total liabilities                                        6,352,867   5,336,184
 
Commitments and contingent liabilities
     (Notes 8, 9 and 14)
 
Stockholder's equity (Note 12):
     Common stock, $20,000 par value:
          Authorized - 149 shares
          Issued and outstanding - 144 shares                2,880       2,880
     Additional paid-in capital                            302,722     297,422
     Net unrealized gains on investments                    58,718      72,973
     Retained earnings                                     413,809     373,371
                                                      ------------------------
Total stockholder's equity                                 778,129     746,646
 
 
Total liabilities and stockholder's equity              $7,130,996  $6,082,830
                                                      ========================
</TABLE>
     

    
See accompanying notes.     

________________________________________________________________________________
                                       72  
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
                       Consolidated Statements of Income     
    
                             (Dollars in Thousands)     

    
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                  1996        1995        1994
                                                             -----------------------------------
<S>                                                            <C>         <C>         <C>
Revenues:
     Traditional life insurance premiums                       $ 118,200   $ 124,619   $ 140,633
     Universal life and investment product charges               202,081     202,908     164,526
     Reinsurance premiums assumed                                333,851     321,731     299,632
                                                             -----------------------------------
 
                                                                 654,132     649,258     604,791
     Reinsurance premiums ceded                                 (117,880)   (117,061)   (101,459)
                                                             -----------------------------------
 
                                                                 536,252     532,197     503,332
 
     Net investment income                                       312,121     256,065     209,605
     Net realized gains (losses) on investments                    4,770       6,564      (7,245)
     Miscellaneous income                                            526       1,941       6,313
                                                             -----------------------------------
                                                                 853,669     796,767     712,005
Benefits and expenses:
     Benefits:
          Traditional life insurance:
               Death benefits                                    235,828     217,136     231,018
               Other benefits                                     71,939      88,326      72,298
          Universal life and investment contracts:
               Interest credited to account balances             186,908     164,536     139,942
               Death benefits incurred in excess of account
                    balances                                      54,004      63,672      73,869
          Increase in policy reserves and other funds            121,946      23,895      97,723
          Reinsurance recoveries                                 (80,276)    (74,305)    (73,379)
          Product conversions                                     16,379      74,291           -
                                                             -----------------------------------
                                                                 606,728     557,551     541,471
     Expenses:
          Commissions                                             20,362      46,605      12,359
          Insurance operating expenses                            69,580      52,414      50,309
          Amortization of deferred policy acquisition costs       94,685      71,450      65,393
                                                                 791,355     728,020     669,532
                                                             -----------------------------------
 
 
Income before federal income taxes                                62,314      68,747      42,473
Federal income taxes (Note 10)                                    21,876      24,296      14,921
                                                             -----------------------------------
 
Net income before cumulative effect of accounting
     changes                                                      40,438      44,451      27,552
 
Cumulative effect of change in accounting for
     postemployment benefits (net of tax) (Note 6)                     -           -      (1,381)
Net income                                                     $  40,438   $  44,451   $  26,171
                                                             ===================================
</TABLE>
     

    
See accompanying notes.     
________________________________________________________________________________
                                      73 
    
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<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
                Consolidated Statements of Stockholder's Equity     
    
                             (Dollars in Thousands)     

    
<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31
                                                      1996       1995        1994
                                                  ---------------------------------
 
<S>                                                 <C>        <C>        <C>
Common stock:
     Balance at beginning and end of year           $  2,880   $  2,880   $   2,880
                                                  =================================
 
Additional paid-in capital:
     Balance at beginning of year                   $297,422   $150,792   $ 150,792
     Capital contributions                             5,300    146,630           -
     Balance at end of year                         $302,722   $297,422   $ 150,792
                                                  =================================
 
 
Net unrealized gains on investments:
     Balance at beginning of year                   $ 72,973   $  6,862   $    (131)
     Adjustment to beginning balance for
          change in accounting method, net of
          income taxes of $46,916 (Note 1)                 -          -      87,630
     Effect on DPAC of change in accounting
          method, net of income taxes of $10,117           -          -     (18,790)
     Net change in unrealized gains (losses),
          net of tax                                 (27,716)   118,654    (106,911)
     Effect on DPAC of unrealized gains and
          losses on fixed maturities, net of tax      13,461    (52,543)     45,064
                                                  ---------------------------------
     Balance at end of year                         $ 58,718   $ 72,973   $   6,862
                                                  =================================
 
 
Retained earnings:
     Balance at beginning of year                   $373,371   $329,640   $ 306,349
     Net income                                       40,438     44,451      26,171
     Dividends paid to stockholder                         -       (720)     (2,880)
     Balance at end of year                         $413,809   $373,371   $ 329,640
                                                  =================================
 
 
Total stockholder's equity                          $778,129   $746,646   $ 490,174
                                                  =================================
 </TABLE>
     

    
See accompanying notes.    

________________________________________________________________________________
                                       74
    
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<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
                     Consolidated Statements of Cash Flows     
    
                             (Dollars in Thousands)    


     
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                 1996         1995         1994
                                                           ---------------------------------------
<S>                                                          <C>           <C>         <C>
OPERATING ACTIVITIES
Net income                                                   $    40,438   $  44,451   $    26,171
Adjustments to reconcile net income to net
     cash provided by operating activities:
          Increase in future policy benefits                     585,581     471,331       621,578
          Net decrease (increase) in federal income taxes         78,668      33,232       (25,506)
          Increase (decrease) in accounts payable and
               accrued expenses                                   (6,845)     26,751         3,771
          Increase in accrued interest on long-term debt           3,676          24             -
          Increase in accrued investment income                   (7,294)     (5,739)       (5,651)
          Increase in reinsurance recoverable                     (5,214)        (24)       (1,767)
          Increase in prepaid reinsurance premiums              (336,053)   (253,968)     (397,463)
          Net realized investment (gains) losses                  (4,770)     (6,564)        7,245
          Depreciation and amortization expense                    3,857       4,036         3,500
          Policy acquisition costs deferred                     (152,299)   (127,069)     (127,305)
          Amortization of deferred policy acquisition
               costs                                              94,685      71,450        65,393
          Cumulative effect of accounting changes                                  -         1,381
          Increase in accrual for postretirement benefits            484         623           851
          Other, net                                             (10,055)     (9,784)       (4,894)
                                                           ---------------------------------------
 
Net cash provided by operating activities                        284,859     248,750       167,304
 
INVESTING ACTIVITIES
Securities available-for-sale:
     Sales:
          Fixed maturities                                       334,482     357,059       731,460
          Equity securities                                        4,198       4,730       148,176
     Maturities--fixed maturities                                727,937     280,581       237,586
     Purchases:
          Fixed maturities                                    (1,522,369)   (935,210)   (1,202,024)
          Equity securities                                         (428)     (1,300)     (130,856)
Securities held-to-maturity:
     Maturities--fixed maturities                                      -      14,156         1,665
     Purchases--fixed maturities                                       -           -       (42,454)
Sale, maturity or repayment of investments:
     Mortgage loans on real estate                                18,102      16,061        17,570
     Investment real estate                                        1,354         215         1,534
         Other long-term investments                                   -       1,064             -
</TABLE>
     

________________________________________________________________________________
                                       75
    
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<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
               Consolidated Statements of Cash Flows (continued)     
    
                             (Dollars in Thousands)     

    
<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                             1996         1995        1994
                                                        ------------------------------------
<S>                                                       <C>          <C>         <C>
INVESTING ACTIVITIES (CONTINUED)
Purchase or issuance of investments:
     Mortgage loans on real estate                         $(186,228)  $(136,218)  $ (91,410)
     Investment real estate                                        -          14        (156)
     Policy loans, net                                       (41,071)    (63,746)    (72,017)
     Other long-term investments                                 809      (2,169)       (399)
     Short-term investments, net                               3,942      (9,154)      4,099
Additions to property and equipment                           (4,482)     (1,812)     (2,280)
Disposals of property and equipment                            2,389          79        (177)
                                                        ------------------------------------ 
Net cash used by investing activities                       (661,365)   (475,650)   (399,683)
 
FINANCING ACTIVITIES
Increase (decrease) in indebtedness to related parties        42,206     (17,011)     52,231
Cash contributions from parent                                 5,300           -      15,000
Receipts from interest sensitive products
     credited to policyholder account balances               434,726     387,904     250,396
Return of policyholder account balances on
     interest sensitive policies                            (123,949)   (128,948)    (89,532)
Dividends paid to stockholder                                      -        (720)     (2,880)
                                                        ------------------------------------
Net cash provided by financing activities                    358,283     241,225     225,215
                                                        ------------------------------------
 
 
Net (decrease) increase in cash                              (18,223)     14,325      (7,164)
Cash at beginning of year                                     32,044      17,719      24,883
Cash at end of year                                        $  13,821   $  32,044   $  17,719
                                                        ====================================
</TABLE>     

    
Noncash transaction:     

    
     In 1995, the Company received a capital contribution of $124,630,000 in
fixed maturities and equity securities.  The Company's parent also contributed
$22,000,000 in cash to additional paid-in capital.  As of December 31, 1995, the
cash representing the capital contribution had not been received, and the amount
is presented as indebtedness of related parties in the accompanying consolidated
balance sheet.  The cash was received by the Company in January 1996.     

    
See accompanying notes.     

________________________________________________________________________________
                                       76
    
FirstLine     

<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
                   Notes to Consolidated Financial Statements     
    
                               December 31, 1996     

    
1.   SIGNIFICANT ACCOUNTING POLICIES     

    
PRINCIPLES OF CONSOLIDATION     

    
The accompanying consolidated financial statements include the accounts and
operations, after intercompany eliminations, of Security Life of Denver
Insurance Company (Security Life) and its wholly-owned subsidiaries:  Midwestern
United Life Insurance Company (Midwestern United); First ING Life Insurance
Company of New York, formerly the Urbaine Life Reinsurance Company (First ING);
First Secured Mortgage Deposit Corporation; and ING America Equities, Inc.,
formerly SLD Equities, Inc.     

    
NATURE OF OPERATIONS     

    
Security Life of Denver Insurance Company and its subsidiaries (the Company) is
a wholly-owned subsidiary of ING America Insurance Holdings, Inc. (ING America).
The Company focuses on two markets, the advanced market and reinsurance to other
insurers. The life insurance products offered for the advanced market include
wealth transfer and estate planning, executive benefits, charitable giving and
corporate owned life insurance. These products include traditional life,
interest sensitive life, universal life, variable annuity and variable life.
Operations are conducted almost entirely on the general agency basis and the
Company is presently licensed in all states (approved for reinsurance only in
New York), the District of Columbia and the Virgin Islands.  In the reinsurance
market, the Company focuses on automatic reinsurance coverages provided to other
insurance companies.     

    
The significant accounting policies followed by the Company that materially
affect the financial statements are summarized below:     

    
BASIS OF PRESENTATION     

    
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) which, as to the
insurance companies included in the consolidation, differ from statutory
accounting practices prescribed or permitted by state insurance regulatory
authorities.     

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

________________________________________________________________________________
                                       77
    
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<PAGE>
 
    
          Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     

    
ACCOUNTING CHANGES     

    
Effective January 1, 1994, the Company adopted Financial Accounting Standards
Board (FASB) Statement No. 112, Employers' Accounting for Postemployment
Benefits, in accounting for disability benefits.  The cumulative effect as of
January 1, 1994 of this change in accounting was to decrease net income by
$1,381,000 (net of tax of $743,000).  The effect of the change on 1994 income
before the cumulative effect of the change was not material.  Prior to January
1, 1994, the Company recognized the cost of providing these benefits on a cash
basis.  Under the new method of accounting, the Company accrues the benefits
when it becomes probable that such benefits will be paid and when sufficient
information exists to make reasonable estimates of the amounts to be paid.     

    
In May 1993, the Financial Accounting Standards Board issued FASB Statement No.
115, Accounting for Certain Investments in Debt and Equity Securities (FASB
115).  The Company adopted the provisions of the new standard for investments
held as of or acquired after January 1, 1994.  The cumulative effect as of
January 1, 1994 of adopting FASB 115 had no impact on income. The opening
balance of stockholder's equity was increased by $68,840,000 (net of tax of
$36,799,000) to reflect the net unrealized holding gains on securities
classified as available-for-sale previously carried at amortized cost less an
adjustment to deferred policy acquisition costs for the change in expected
future gross margins.     

    
Because of the numerous questions that arose during the implementation of FASB
115, the Financial Accounting Standards Board issued A Guide to Implementation
of Statement 115 on Accounting for Certain Investments in Debt and Equity
Securities in November 1995.  This Special Report provided interpretive guidance
to the implementation of FASB 115 and provided companies with a one-time period
until December 31, 1995 to reassess the appropriateness of the classifications
of all securities held at the time and account for any resulting
reclassifications at fair value. Reclassifications from the held-to-maturity
category that result from this one-time reassessment do not call into question
the intent of an enterprise to hold other debt securities to maturity in the
future.  As a result of this reassessment, the Company reclassified all held-to-
maturity securities to the available-for-sale category effective December 26,
1995.  The book value of these securities at the date of transfer was
$98,818,000.  At transfer, an unrealized gain of $4,082,000 (net of tax of
$2,198,000) was recognized as a direct increase to stockholder's equity.     

________________________________________________________________________________
                                       78
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     

    
Beginning in 1995, the Company adopted FASB Statement No. 114, Accounting by
Creditors for Impairment of a Loan, and Statement No. 118, which amends
Statement 114.  Under the amended statement, the 1996 and 1995 allowances for
credit losses related to loans that are identified for evaluation in accordance
with Statement 114 are based on discounted cash flows using the loan's initial
effective interest rate or the fair value of the collateral for certain
collateral dependent loans.  Adoption of this standard resulted in an
insignificant impact to net income and stockholder's equity.     

    
Effective January 1, 1996, the Company adopted FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of, which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount.  Statement 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. Adoption of this standard
resulted in an insignificant impact to net income and stockholder's equity.     

    
INVESTMENTS     

    
Investments are presented on the following bases:     

    
The carrying value of fixed maturities depends on the classification of the
security: securities held-to-maturity, securities available-for-sale, and
trading securities. Management determines the appropriate classification of debt
securities at the time of purchase and reevaluates such designation as of each
balance sheet date.     

    
Debt securities not classified as held-to-maturity and marketable equity
securities are classified as available-for-sale.  Available-for-sale securities
are stated at fair value, with the unrealized gains and losses, net of tax and
deferred acquisition cost adjustments, reported in a separate component of
stockholder's equity.     

    
The Company does not hold any securities classified as held-to-maturity or
trading securities.     

    
The amortized cost of debt securities classified as held-to-maturity or
available-for-sale is adjusted for amortization of premiums and accretion of
discounts to maturity, or in the case of mortgage-backed securities, over the
estimated life of the security.  Such amortization is included in interest
income from investments.  Interest and dividends are included in net investment
income as earned.     

________________________________________________________________________________
                                       79
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     

    
Mortgage loans are carried at the unpaid balances.  Investment real estate is
carried at cost, less accumulated depreciation.  Policy loans are carried at
unpaid balances.  Short-term investments are carried at cost, which approximates
fair value.  Derivatives are accounted for on the same basis as the asset
hedged.     

    
Realized gains and losses, and declines in value judged to be other-than-
temporary are included in net realized gains (losses) on investments.  The cost
of securities sold is based on the specific identification method.     

    
RECOGNITION OF PREMIUM REVENUES     

    
Premiums for traditional life insurance products, which include those products
with fixed and guaranteed premiums and benefits and consist principally of whole
life insurance policies, are recognized as revenue when due.  Revenues for
universal life insurance policies and for investment products consist of policy
charges for the cost of insurance, policy administration charges, and surrender
charges assessed against policyholder account balances during the year.     

    
DEFERRED POLICY ACQUISITION COSTS     

    
Commissions, reinsurance allowances, and other costs of acquiring traditional
life insurance including reinsurance assumed, universal life insurance
(including interest sensitive products) and investment products that vary with
and are primarily related to the production of new and renewal business have
been deferred.  Traditional life insurance acquisition costs are being amortized
over the premium-paying period of the related policies using assumptions
consistent with those used in computing policy benefit reserves.  For universal
life insurance and investment products, acquisition costs are being amortized
generally in proportion to the present value (using the assumed crediting rate)
of expected gross margins from surrender charges, investments, mortality, and
expenses.  This amortization is adjusted retrospectively when estimates of
current or future gross margins to be realized from a group of products are
revised.     

    
Deferred policy acquisition costs are adjusted to reflect changes that would
have been necessary if unrealized investment gains and losses related to
available-for-sale securities had been realized.  The Company has reflected
those adjustments in the asset balance with the offset as a direct adjustment to
stockholder's equity.     

________________________________________________________________________________
                                       80
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     

    
1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     

    
FUTURE POLICY BENEFITS     

    
Benefit reserves for traditional life insurance products (other than reinsurance
assumed) are computed using a net level premium method including assumptions as
to investment yields, mortality, withdrawals and other assumptions based on the
Company's and industry experience, modified as necessary to reflect anticipated
trends to include provisions for possible unfavorable deviations.  Reserve
interest assumptions are those deemed appropriate at the time of policy issue,
and range from 2% to 10%.  Policy benefit claims are charged to expense in the
year that the claims are incurred.     

    
Benefit reserves for reinsurance assumed are computed using pricing assumptions
with provisions for adverse deviation.  Benefits for level-term reinsurance
assumed are computed to recognize profits in proportion with premiums.  Benefit
reserves for all other reinsurance assumed are computed to recognize profits in
proportion to the coverage provided.     

    
Benefit reserves for universal life-type policies (including interest sensitive
products) and investment products are computed under a retrospective deposit
method and represent policy account balances before applicable surrender
charges.  Policy benefits and claims that are charged to expense include benefit
claims incurred during the year in excess of related policy account balances.
Interest crediting rates for universal life and investment products range from
4.60% to 7.45% during 1996, 4.60% to 8.10% during 1995, and 6.15% to 8.10%
during 1994.     

    
Included in life and annuity reserves is an unearned revenue reserve that
reflects the unamortized balance of excess first year policy service fees over
renewal period policy service fees on universal life and investment products.
These excess fees have been deferred and are being recognized in income over the
periods benefited, using the same assumptions and factors used to amortize
deferred policy acquisition costs.     

    
UNPAID CLAIMS     

    
The liabilities for unpaid claims include estimates of amounts due on reported
claims and claims that have been incurred but were not reported as of December
31.  Such estimates are based on actuarial projections applied to historical
claim payment data and are considered reasonable and adequate to discharge the
Company's obligations for claims incurred but unpaid as of December 31.     

________________________________________________________________________________
                                       81
    
FirstLine     
<PAGE>
 
    
          Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     

    
HOME OFFICE PROPERTY AND EQUIPMENT     

    
Home office property and equipment are carried at cost less accumulated
depreciation.  Depreciation for major classes of assets is calculated on a
straight-line basis.     

    
PARTICIPATING INSURANCE     

    
The Company accrues a liability for earnings on participating policies that
cannot inure to the benefit of the Company's stockholder.  The liability is
determined based on earnings on participating policies in excess of 10% of
profits on participating business before payment of policyholder dividends.  The
liability for these undistributed earnings was $6,211,000 and $6,218,000 at
December 31, 1996 and 1995, respectively.  Participating business approximates
 .4% of the Company's ordinary life insurance in force and 1.4% of premium
income.  Earnings for participating insurance are based on the actual earnings
of the participation block of policies.  Expenses and taxes are allocated based
on the amount of participating insurance in force.  Investment income is
allocated based on the yield of the participating investment portfolio.   The
amount of dividends to be paid is determined annually by the Board of Directors.
Amounts allocable to participating policyholders are based on published dividend
projections or expected dividend scales.  Dividends of $3,307,000, $2,964,000,
and $3,683,000 were incurred in 1996, 1995, and 1994, respectively.     

    
FEDERAL INCOME TAXES     

    
Deferred federal income taxes have been provided or credited to reflect
significant temporary differences between income reported for tax and financial
reporting purposes using reasonable assumptions.     

    
CASH FLOW INFORMATION     

    
Cash includes cash on hand and demand deposits.  Included as a component of
operating activities is interest paid of $1,016,000, $4,861,000, and $538,000
for 1996, 1995, and 1994, respectively.     

________________________________________________________________________________
                                       82   
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     

    
GUARANTY FUND ASSESSMENTS     

    
Insurance companies are assessed the costs of funding the insolvencies of other
insurance companies by the various state guaranty associations generally based
on the amount of premium companies collect in that state.  The Company accrues
the cost of future guaranty fund assessments based on estimates of insurance
company insolvencies provided by the National Organization of Life and Health
Insurance Guaranty Associations (NOLHGA) and the amount of premiums written in
each state.  The Company reduces the accrual by credits allowed in some states
to reduce future premium taxes by a portion of assessments in that state.     

    
PENDING ACCOUNTING STANDARD     

    
During 1996, the FASB issued Statement No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, which requires
an entity to recognize the financial and servicing assets it controls and the
liabilities it has incurred and to derecognize financial assets when control has
been surrendered in accordance with the criteria provided in the Statement.  The
Company will apply the new rules prospectively to transactions beginning in the
first quarter of 1997.  Based on current circumstances, the Company believes the
application of the new rules will not have a material impact on the financial
statements.     

    
RECLASSIFICATIONS     

    
Certain amounts in the 1994 and 1995 financial statements have been reclassified
to conform to the 1996 presentation.     

    
2. ACQUISITION     

    
During 1994, Security Life contributed capital of $317,000 in creation of ING
America Equities, Inc., a wholesale broker/dealer incorporated September 27,
1993 and approved for membership in the National Association of Securities
Dealers on August 18, 1994. The business of ING America Equities, Inc. consists
only of distribution of variable life and annuity contracts.  ING America
Equities, Inc. does not hold customer funds or securities.     

________________________________________________________________________________
                                       83
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
3.   INVESTMENTS     

    
The amortized cost and fair value of investments in fixed maturities and equity
securities are as follows at December 31, 1996 and 1995:     

    
<TABLE>
<CAPTION>
                                                           DECEMBER 31, 1996
                                           ------------------------------------------------
                                              COST OR      GROSS       GROSS
                                             AMORTIZED   UNREALIZED  UNREALIZED     FAIR
                                                COST       GAINS       LOSSES      VALUE
                                           ------------------------------------------------
                                                         (Dollars in Thousands)
<S>                                          <C>         <C>         <C>         <C> 
Available-for-sale:
 U.S. Treasury securities and obligations
     of U.S. government corporations and
     agencies                                $   88,526    $  1,035     $   858  $   88,703
 States, municipalities and political
     subdivisions                                71,857         984       1,058      71,783
 Public utilities securities                    105,110       1,130         748     105,492
 Debt securities issued by foreign
     governments                                  3,272           -           -       3,272
 Corporate securities                           921,565      20,095       5,646     936,014
 Mortgage-backed securities                   1,273,251     108,367      18,924   1,362,694
 Other asset-backed securities                  299,809       8,186       1,286     306,709
 Derivatives hedging fixed maturities
     (Note 4)                                     2,098         292       1,973         417
                                           ------------------------------------------------  
 Total fixed maturities                       2,765,488     140,089      30,493   2,875,084
 
 Preferred stocks (nonredeemable)                 2,112          66         301       1,877
 Common stocks                                    2,787         756          75       3,468
                                           ------------------------------------------------
Total                                        $2,770,387    $140,911     $30,869  $2,880,429
                                           ================================================
</TABLE>
     

________________________________________________________________________________
                                       84
    
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<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     

     
3.   INVESTMENTS (CONTINUED)     

    
<TABLE> 
<CAPTION> 
                                                           DECEMBER 31, 1995
                                           ------------------------------------------------
                                              COST OR      GROSS       GROSS
                                             AMORTIZED   UNREALIZED  UNREALIZED     FAIR
                                                COST       GAINS       LOSSES      VALUE
                                           ------------------------------------------------
                                                         (Dollars in Thousands)
<S>                                          <C>           <C>          <C>      <C>  
Available-for-sale:
 U.S. Treasury securities and obligations
     of U.S. government corporations and
     agencies                                $   99,780    $  3,503     $   154  $  103,129
 States, municipalities and political
     subdivisions                                74,126       1,760         234      75,652
 Public utilities securities                     76,470       2,841          50      79,261
 Debt securities issued by foreign
     governments                                  3,272           -           -       3,272
 Corporate securities                           659,902      34,246         911     693,237
 Mortgage-backed securities                   1,230,943     123,306      18,690   1,335,559
 Other asset-backed securities                  169,847      10,946       2,174     178,619
 Derivatives hedging fixed maturities
     (Note 4)                                     3,698         909       2,392       2,215
                                           ------------------------------------------------
 Total fixed maturities                       2,318,038     177,511      24,605   2,470,944
 
 Preferred stocks (nonredeemable)                 6,196         275         443       6,028
 Common stocks                                    2,397          13          69       2,341
                                           ------------------------------------------------
Total                                        $2,326,631    $177,799     $25,117  $2,479,313
                                           ================================================
</TABLE>
     

________________________________________________________________________________
                                       85
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     

    
3. INVESTMENTS (CONTINUED)     

    
The amortized cost and fair value of investments in fixed maturities at December
31, 1996, by contractual maturity, are shown in the following table (in
thousands).  Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.     

    
<TABLE>
<CAPTION>
                                               AMORTIZED COST  FAIR VALUE
                                             ----------------------------
<S>                                            <C>             <C>
Available for sale:
     Due in one year or less                       $   25,893  $   26,250
     Due after one year through five years            349,962     354,031
     Due after five years through ten years           466,457     472,014
     Due after ten years                              350,116     353,386
 
                                                    1,192,428   1,205,681
 
Mortgage-backed securities                          1,273,251   1,362,694
Other asset-backed securities                         299,809     306,709
Total available-for-sale                           $2,765,488  $2,875,084
                                             ============================
</TABLE>
     

    
Changes in unrealized gains (losses) on investments in available-for-sale
securities for the years ended December 31, 1996, 1995 and 1994 are summarized
as follows (in thousands):     

    
<TABLE>
<CAPTION>
                                              DECEMBER 31, 1996
                                     --------------------------------
                                         FIXED     EQUITY     TOTAL
                                     --------------------------------
<S>                                     <C>        <C>       <C>
Gross unrealized gains                  $140,089    $ 822    $140,911
Gross unrealized losses                   30,493      376      30,869
                                     --------------------------------
Net unrealized gains (losses)            109,596      446     110,042
Deferred income tax (expense)
     benefit                             (38,359)    (157)    (38,516)
                                     -------------------------------- 
Net unrealized gains (losses) after
     taxes                                71,237      289      71,526
Less:
     Balance at beginning of year         99,389     (147)     99,242
                                     --------------------------------
Change in net unrealized gains
        (losses)                        $(28,152)   $ 436    $(27,716)
                                     ================================
</TABLE>
     

________________________________________________________________________________
                                       86
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     

     
3. INVESTMENTS (CONTINUED)     

    
<TABLE> 
<CAPTION> 
                                             DECEMBER 31, 1995
                                     --------------------------------
                                         FIXED     EQUITY     TOTAL
                                     --------------------------------
<S>                                    <C>         <C>      <C>  
Gross unrealized gains                 $ 177,511   $  288   $ 177,799
Gross unrealized losses                   24,605      512      25,117
 
Net unrealized gains (losses)            152,906     (224)    152,682
Deferred income tax (expense)
     benefit                             (53,517)      77     (53,440)
                                     --------------------------------
Net unrealized gains (losses) after
     taxes                                99,389     (147)     99,242
Less:
     Balance at beginning of year        (18,854)    (558)    (19,412)
                                     --------------------------------
Change in net unrealized gains
     (losses)                          $ 118,243   $  411   $ 118,654
                                     ================================

<CAPTION>  
                                             DECEMBER 31, 1994
                                     --------------------------------
                                         FIXED     EQUITY     TOTAL
                                     --------------------------------
<S>                                    <C>         <C>      <C>  
Gross unrealized gains                 $  94,846   $  262   $  95,108
Gross unrealized losses                  123,843    1,120     124,963
                                     --------------------------------
Net unrealized gains (losses)            (28,997)    (858)    (29,855)
Deferred income tax (expense)
     benefit                              10,143      300      10,443
                                     -------------------------------- 
Net unrealized gains (losses) after
     taxes                               (18,854)    (558)    (19,412)
Less:
     Balance at beginning of year              -     (131)       (131)
Adjustment for change in accounting
     method (net of tax of $46,916)       87,630        -      87,630
                                     -------------------------------- 
Change in net unrealized gains
        (losses)                       $(106,484)  $ (427)  $(106,911)
                                     ================================
</TABLE>
     

    
As part of its overall investment management strategy, the Company has entered
into agreements to purchase $21,538,000 in mortgage loans as of December 31,
1996.  These agreements were settled during 1997.  The Company had no agreements
to sell securities at December 31, 1996.     

________________________________________________________________________________
                                       87
    
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<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)     


    
3. INVESTMENTS (CONTINUED)     

    
Major categories of investment income for the years ended December 31 are
summarized as follows (in thousands):     

    
<TABLE>
<CAPTION>
                                                               1996       1995       1994                                           
                                                           --------------------------------                                         
<S>                                                        <C>          <C>        <C>                                              

Fixed maturities                                             $240,931   $190,327   $153,777                                         

Mortgage loans on real estate                                  29,143     16,601     12,221                                         

Policy loans                                                   52,205     55,438     42,456                                         

Other investments                                               2,197      4,360      5,654                                         
                                                           --------------------------------
                                                              324,476    266,726    214,108                                         

Investment expenses                                           (12,355)   (10,661)    (4,503)                                        
                                                           --------------------------------
Net investment income                                        $312,121   $256,065   $209,605                                         
                                                           ================================  
</TABLE> 
      

    
Net realized gains (losses) on investments for the years ended December 31 are
 summarized as follows (in thousands):    

     
<TABLE> 
<CAPTION> 
                                                               1996       1995       1994
                                                           --------------------------------
<S>                                                        <C>          <C>        <C>  
Fixed maturities                                             $  4,540   $  6,538   $ (3,847)
Equity securities                                                  79          5     (1,761)
Real estate and other                                             151         21     (1,637)
                                                           --------------------------------
Net realized gains (losses) on
       investments                                           $  4,770   $  6,564   $ (7,245)
                                                           ================================
</TABLE>
     

    
During 1996, 1995 and 1994, debt and marketable equity securities available-for-
sale were sold with fair values at the date of sale of $334,482,000,
$306,219,000 and $292,483,000, respectively. Gross gains of $7,248,000,
$9,691,000, and $6,125,000 and gross losses of $2,629,000, $3,148,000 and
$11,733,000 were realized on those sales in 1996, 1995, and 1994,
respectively.    

    
At December 31, 1996 and 1995, bonds with an amortized cost of $26,140,000 and
$26,730,000, respectively, were on deposit with various state insurance
departments to meet regulatory requirements.     


________________________________________________________________________________
                                       88

    
FirstLine      
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)     


    
4. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING     

    
The Company enters into interest rate contracts, including swaps, caps, floors,
and options, to reduce and manage risks which include the risk of a change in
the value, yield, price, cash flows, or quantity of, or a degree of exposure
with respect to assets, liabilities, or future cash flows which the Company has
acquired or incurred.  Hedge accounting practices are supported by cash flow
matching, scenario testing and duration matching.     

    
Interest rate swap agreements generally involve the exchange of fixed and
floating interest payments over the life of the agreement without an exchange of
the underlying principal amount.   Interest rate cap and interest rate floor
agreements owned entitle the Company to receive payments to the extent reference
interest rates exceed or fall below strike levels in the contracts based on the
notional amounts.     

    
Premiums paid for the purchase of interest rate contracts are included in other
assets and are being amortized to interest expense over the remaining terms of
the contracts or in a manner consistent with the financial instruments being
hedged.  Amounts paid or received, if any, from such contracts are included in
interest expense or income.  Accrued amounts payable to or receivable from
counterparties are included in other liabilities or assets.     

    
Gains and losses as a result of early terminations of interest rate contracts
are amortized to investment income over the remaining term of the items being
hedged to the extent the hedge is considered to be effective; otherwise, they
are recognized upon termination.     

    
Interest rate contracts that are matched or otherwise designated to be
associated with other financial instruments are recorded at fair value if the
related financial instruments mature, are sold, or are otherwise terminated or
if the interest rate contracts cease to be effective hedges.     

    
The Company manages the potential credit exposure from interest rate contracts
through careful evaluation of the counterparties' credit standing, collateral
agreements, and master netting agreements.     

    
The Company is exposed to credit loss in the event of nonperformance by
counterparties on interest rate contracts; however, the Company does not
anticipate nonperformance by any of these counterparties.  The amount of such
exposure is generally the unrealized gains in such contacts.     


________________________________________________________________________________
                                       89

    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)     


    
4. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
   (CONTINUED)     

    
The table below summarizes the Company's interest rate contracts at December 31,
1996 and 1995 (in thousands):     

    
<TABLE>
<CAPTION>
                                             DECEMBER 31, 1996
                               -------------------------------------------
                                  NOTIONAL   AMORTIZED     FAIR    BALANCE
                                   AMOUNT       COST      VALUE     SHEET
                               -------------------------------------------
<S>                              <C>         <C>         <C>       <C> 
Interest rate contracts:
     Swaps                       $  794,520  $       -   $(1,452)  $(1,452)
     Swaps-affiliates               774,520          -     1,272     1,272
                               ------------------------------------------- 
Total swaps                       1,569,040          -      (180)     (180)
 
     Caps owned                     400,000      2,073       592       592
     Caps owned-affiliates                -          -         -         -
                               -------------------------------------------
Total caps owned                    400,000      2,073       592       592
 
     Floors owned                   100,000         25         5         5
     Floors owned-affiliates              -          -         -         -
                               -------------------------------------------
Total floors owned                  100,000         25         5         5
 
     Options owned                  212,000      3,330     3,772     3,772
     Options owned-affiliates       212,000     (3,330)   (3,772)   (3,772)
                               -------------------------------------------
Total options owned                 424,000          -         -         -
                               -------------------------------------------
                               
Total derivatives                $2,493,040    $ 2,098   $   417   $   417
                               ===========================================
</TABLE>
     


________________________________________________________________________________
                                       90

    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)    


     
4. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
   (CONTINUED)     

    
<TABLE> 
<CAPTION> 
                                               DECEMBER 31, 1995
                                ---------------------------------------------
                                   NOTIONAL    AMORTIZED     FAIR     BALANCE
                                    AMOUNT        COST       VALUE     SHEET
                                ---------------------------------------------
<S>                             <C>            <C>          <C>      <C> 
Interest rate contracts:
     Swaps                         $  884,632     $   448   $ 4,034   $ 4,034
     Swaps-affiliates                 864,632        (448)   (3,453)   (3,453)
                                ---------------------------------------------
Total swaps                         1,749,264           -       581       581
 
     Caps owned                       400,000       3,580     1,308     1,308
     Caps owned-affiliates             40,000          61         -         -
                                ---------------------------------------------
Total caps owned                      440,000       3,641     1,308     1,308
 
     Floors owned                     100,000          57       326       326
     Floors owned-affiliates                -           -         -         -
                                ---------------------------------------------
Total floors owned                    100,000          57       326       326
 
     Options owned                    152,000       2,848     2,255     2,255
     Options owned-affiliates         152,000      (2,848)   (2,255)   (2,255)
                                ---------------------------------------------
Total options owned                   304,000           -         -         -
                                ---------------------------------------------
 
Total derivatives                  $2,593,264     $ 3,698   $ 2,215   $ 2,215
                                =============================================
</TABLE>
     

    
5. CONCENTRATIONS OF CREDIT RISK     

    
At December 31, 1996, the Company held less-than-investment-grade bonds
classified as available-for-sale with a carrying value and market value of
$74,964,000. These holdings amounted to 3% of the Company's investments in fixed
maturity securities and 1% of total assets.  The holdings of less-than-
investment-grade bonds are widely diversified and of satisfactory quality based
on the Company's investment policies and credit standards.     

    
At December 31, 1996, the Company's commercial mortgages involved a
concentration of properties located in Florida (18%), Texas (13%), and Georgia
(10%).  The remaining commercial mortgages relate to properties located in 23
other states.  The portfolio is well diversified, covering many different types
of income-producing properties on which the Company has first mortgage liens.
The maximum mortgage outstanding on any individual property is $13,517,000.     


________________________________________________________________________________
                                       91

    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)     


    
6. EMPLOYEE BENEFIT PLANS     

    
PENSION PLAN     

    
The Company has a qualified noncontributory defined benefit retirement plan as
well as a non-qualified unfunded Supplemental Employees Retirement Plan (SERP)
covering substantially all employees.  The benefits are based on final average
earnings from the time of eligibility for the plan, subject to minimum benefits
based on career earnings. The Company's funding policy for the qualified plan is
to contribute amounts annually to the plan sufficient to meet the minimum
funding requirements set forth in the Employee Retirement Income Security Act of
1974, plus additional amounts as may be determined to be appropriate.     

    
The funded status and the amounts recognized in the balance sheets for the
defined benefit plan are as follows (in thousands):     

    
<TABLE>
<CAPTION>
                                                            DECEMBER 31
                                                    1996                  1995
                                         -------------------------------------------
                                           QUALIFIED             QUALIFIED
                                              PLAN       SERP       PLAN       SERP
                                         -------------------------------------------
 
Actuarial present value of accumulated
benefit obligation:
<S>                                        <C>         <C>       <C>         <C>
          Vested                            $(26,058)  $(6,725)   $(21,032)  $(5,637)
          Nonvested                             (733)     (132)     (1,656)        -
                                         -------------------------------------------   
                                             (26,791)   (6,857)    (22,688)   (5,637)
Effect of projected future compensation       (5,479)     (951)     (5,355)   (1,297)
                                         -------------------------------------------
Projected benefit obligation                 (32,270)   (7,808)    (28,043)   (6,934)
Less plan assets at fair value                33,682         -      31,074         -
                                         -------------------------------------------
Plan assets in excess of projected
     benefit obligation                        1,412    (7,808)      3,031    (6,934)
Unrecognized net asset                        (1,316)        -      (1,601)        -
Unrecognized prior service benefit cost          (97)      236        (109)      267
Unrecognized net loss (gain)                   1,930     4,622         998     4,507
                                         -------------------------------------------
Net pension asset (liability)               $  1,929   $(2,950)   $  2,319   $(2,160)
                                         ===========================================
</TABLE>
     

    
As of December 31, 1996 and 1995, the Company recognized an additional liability
on the SERP of $3,671,000 and $3,210,000, respectively, as this plan is unfunded
and the actuarial present value of accumulated benefit obligation exceeds the
net pension liability.     


________________________________________________________________________________
                                       92

    
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<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     
    
6. EMPLOYEE BENEFIT PLANS (CONTINUED)     

    
The net periodic pension cost for the defined benefit plans includes the
following components (in thousands):     

    
<TABLE>
<CAPTION>
                                             1996                 1995                  1994   
                                  -------------------------------------------------------------                               
                                    QUALIFIED            QUALIFIED             QUALIFIED                                      
                                       PLAN      SERP       PLAN       SERP       PLAN     SERP                               
                                  -------------------------------------------------------------                               
                                                                                                                              
<S>                               <C>            <C>     <C>          <C>      <C>         <C>                                 
Service cost                          $ 1,320    $  388    $ 1,147    $  285     $ 1,369   $248                               
Interest cost                           2,262       463      1,856       517       1,521    219                               
Return on plan assets                  (4,075)      258     (3,497)        -      (1,900)     -                               
Net amortization and                                                                                                          
     deferral                             883         -        553       239        (659)   200                               
                                  -------------------------------------------------------------                               
Net periodic pension                                                                                                          
    expense                           $   390    $1,109    $    59    $1,041     $   331   $667                               
                                  =============================================================                                
</TABLE> 
      

    
Assumptions used in accounting for the defined benefit plans as
 of December 31, 1996, 1995, and 1994 were as follows:     

     
<TABLE> 
<CAPTION> 
                                                    1996        1995         1994                                          
                                                 -----------------------------------                                       
<S>                                              <C>            <C>          <C>                                           
Weighted-average discount rate                      7.50%       7.25%        8.00%                                         
Rate of increase in compensation level              4.50%       4.25%        6.00%                                         
Expected long-term rate of return on assets         9.50%       9.50%        8.50%                                          
</TABLE>
     

    
Plan assets of the defined benefit plans at December 31, 1996 are invested
primarily in U.S. government securities, corporate bonds, mutual funds, mortgage
loans and money market funds.     

    
401(K) PLAN     

    
The Security Life of Denver Insurance Company Savings Incentive Plan (the
Savings Plan) is a defined contribution-individual account plan which is
available to substantially all full-time home office employees to provide a
savings program for additional retirement benefits, qualifying as a 401(k) plan.
As a 401(k) plan, participants may make contributions to the plan through salary
reductions up to a maximum of $9,500 in 1996 and $9,240 in 1995 and 1994. Such
contributions are not currently taxable to the participants.  The Company
matches 100% of the first 3% of participants' contributions, plus 50% of
contributions which exceed 3% of participants' compensation, subject to a 
maximum matching      

________________________________________________________________________________
                                       93
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)     


    
6. EMPLOYEE BENEFIT PLANS (CONTINUED)     

    
percentage of 4 1/2% of the individual's salary. Company matching contributions
were $1,143,000 for 1996, $1,071,000 for 1995, and $1,042,000 for 1994.    

    
Plan assets of the Savings Plan at December 31, 1996 are invested in a group
deposit administration contract (the Contract) with the Company, various mutual
funds maintained by the Principal Financial Group, and loans to participants.
The Contract is a policyholder liability of the Company and had a balance of
$25.5 million and $23.9 million at December 31, 1996 and 1995, 
respectively.     

    
POSTRETIREMENT BENEFITS     

    
In addition to providing pension and profit sharing plans, the Company provides
certain health care and life insurance benefits for retired employees.  Under
the current plans, all employees become eligible for these benefits if they
achieve a minimum of 120 months of service prior to retirement.  The plans are
contributory, with retiree contributions adjusted annually, and contain other
cost-sharing features such as deductible amounts and coinsurance.     

    
The following table presents the amounts recognized in the Company's balance
sheets (in thousands):     

    
<TABLE>
<CAPTION>
                                                                            DECEMBER 31
                                                         1996                              1995
                                          -------------------------------------------------------------------
                                                          LIFE                             LIFE
                                            MEDICAL    INSURANCE              MEDICAL   INSURANCE
                                             PLAN        PLAN        TOTAL     PLAN        PLAN        TOTAL
                                          -------------------------------------------------------------------
<S>                                       <C>          <C>         <C>        <C>       <C>          <C>
Accumulated postretirement benefit
     obligation:
          Retirees                          $(1,315)     $(1,226)  $ (2,541)  $(1,234)     $(1,140)  $ (2,374)
          Fully eligible active plan
               participants                    (409)        (392)      (801)     (383)        (364)      (747)
          Other active plan participants     (2,038)      (1,220)    (3,258)   (1,913)      (1,134)    (3,047)
                                          -------------------------------------------------------------------
                                             (3,762)      (2,838)    (6,600)   (3,530)      (2,638)    (6,168)
Plan assets at fair value                         -            -          -         -            -          -
                                          -------------------------------------------------------------------
Accumulated postretirement benefit
     obligation in excess of plan assets     (3,762)      (2,838)    (6,600)   (3,530)      (2,638)    (6,168)
Unrecognized prior service cost                 355           32        387       463           42        505
Unrecognized net gains (losses)              (5,870)       1,271     (4,599)   (6,114)       1,449     (4,665)
                                          -------------------------------------------------------------------
Accrued postretirement benefit cost         $(9,277)     $(1,535)  $(10,812)  $(9,181)     $(1,147)  $(10,328)
                                          ===================================================================
</TABLE>
     


________________________________________________________________________________
                                       94

    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)     


    
6. EMPLOYEE BENEFIT PLANS (CONTINUED)     

    
Net periodic postretirement benefit cost for 1996, 1995, and 1994 includes the
following components (in thousands):     

    
<TABLE>
<CAPTION>
 
                                              1996                          1995                           1994
                               ----------------------------------------------------------------------------------------------
                                              LIFE                          LIFE                           LIFE
                                 MEDICAL   INSURANCE            MEDICAL  INSURANCE            MEDICAL   INSURANCE
                                  PLAN        PLAN      TOTAL    PLAN       PLAN      TOTAL    PLAN        PLAN      TOTAL
                               ----------------------------------------------------------------------------------------------
 
<S>                            <C>         <C>         <C>     <C>       <C>         <C>      <C>       <C>          <C>     
Service cost                       $ 236         $151  $ 387     $ 359         $175  $ 534      $436          $30   $ 466
Interest cost                        268          200    468       291          112    403       448           39     487
Net amortization and deferral       (275)          89   (186)     (209)          65   (144)      (93)          (8)   (101)
                               ------------------------------------------------------------------------------------------
Net periodic postretirement
benefit  cost                      $ 229         $440  $ 669     $ 441         $352  $ 793      $791          $61   $ 852
                               ==========================================================================================
</TABLE>
     

    
The annual assumed rate of increase in the per capita cost of covered benefits
(i.e., health care cost trend rate) for the medical plan is 11.25% graded to 5%
over 12.5 years.  The health care cost trend rate assumption has a significant
effect on the amounts reported. For example, increasing the assumed health care
cost trend rates by one percentage point in each year would increase the
accumulated postretirement benefit obligation for the medical plan as of
December 31, 1996 by $656,000 and the aggregate of the service and interest cost
components of net periodic postretirement benefit cost for 1996 by $81,000.     

    
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.50% at December 31, 1996 and 7.25% at
December 31, 1995.     

    
7. SEPARATE ACCOUNTS     

    
Separate account assets and liabilities represent funds segregated by the
Company for the benefit of certain policyholders who bear the investment risk.
The separate account assets and liabilities are carried at fair value.  Revenues
and expenses on the separate account assets and related liabilities equal the
benefits paid to the separate account policyholders and are excluded from the
amounts reported in the Consolidated Statements of Income except for fees
charged for administration services and mortality risk.     


________________________________________________________________________________
                                       95

    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)     


    
8. LEASES     

    
The Company is committed under various noncancellable long-term operating leases
relating to electronic data processing equipment that provide for annual rentals
as follows (in thousands):     

    
<TABLE>
<CAPTION>
 
               <S>                             <C>   
               1997                            $2,985
               1998                             2,278
               1999                                35
               2000                                 -
               2001                                 -
                                             ----------
                                               $5,298 
                                             ==========
</TABLE>
     

    
These leases expire between 1997 and 2000.  Rental expense for all equipment
leases was approximately $6,151,000, $4,344,000, and $5,620,000 for the years
ended December 31, 1996, 1995, and 1994, respectively.     

    
9. REINSURANCE     

    
The Company is involved in both ceded and assumed reinsurance with other
companies for the purpose of diversifying risk and limiting exposure on larger
risks.  As of December 31, 1996, the Company's retention limit for acceptance of
risk on life insurance policies had been set at various levels up to $1,500,000.
Reinsurance premiums, commissions, and expense reimbursements related to
reinsured business are accounted for on bases consistent with those used in
accounting for the original policies issued and the terms of the reinsurance
contracts.  Reserves are based on the terms of the reinsurance contracts, and
are consistent with the risks assumed.     


________________________________________________________________________________
                                       96

    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)     


    
9.   REINSURANCE (CONTINUED)     

    
To the extent that the assuming companies become unable to meet their
obligations under these treaties, the Company remains contingently liable to its
policyholders for the portion reinsured.  Consequently, allowances are
established for amounts deemed uncollectible.  To minimize its exposure to
significant losses from reinsurer insolvencies, the Company evaluates the
financial condition of the reinsurers and monitors concentrations of credit risk
arising from similar geographic regions, activities, or economic characteristics
of the reinsurers.     

    
The Company assumes and cedes, on a coinsurance basis, guaranteed investment
contracts (GICs) to and from affiliates under common ownership.  In 1995, the
Company ceded a block of GIC business issued in prior years to an affiliate.  No
gain or loss was recognized on the transaction.  The Company does not hold any
collateral under these agreements.     

    
These transactions are summarized as follows (in thousands):     

    
<TABLE>
<CAPTION>
                                                         1996                   1995
                                            ---------------------------------------------------
                                               PREMIUMS     RESERVES     PREMIUMS     RESERVES
                                            ---------------------------------------------------
<S>                                           <C>         <C>           <C>         <C>
Direct (nonaffiliated)                        $ 767,312   $ 1,785,689   $ 556,571   $ 1,380,951
Assumed from Life Insurance Company of
     Georgia                                     50,000       125,512      25,000       128,137
Assumed from Southland Life Insurance
     Company                                          -             -       8,000        11,838
Ceded to Columbine Life Insurance Company      (484,512)   (1,425,545)   (530,291)   (1,328,950)
Ceded to Life Insurance Company of Georgia     (282,800)     (435,586)    (78,200)     (191,976)
                                            ---------------------------------------------------
Net                                           $  50,000   $    50,070   $ (18,920)  $         -
                                            ===================================================
</TABLE>
     

    
Ceded GIC reserves totaling $1,861 and $1,521 million as of December 31, 1996
and 1995, respectively, are classified as part of prepaid reinsurance premiums.
GIC reserves are reflected at their gross value of $1,911 and $1,521 million as
of December 31, 1996 and 1995.     

________________________________________________________________________________
                                       97
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)     


    
9.   REINSURANCE (CONTINUED)     

    
As of December 31, 1996 and 1995, the Company has ceded blocks of insurance
under reinsurance treaties to provide funds for financial and other purposes.
These reinsurance transactions, generally known as "surplus relief reinsurance,"
represent financial arrangements and, in accordance with generally accepted
accounting principles, are not reflected in the accompanying financial
statements except for the risk fees paid to or received from reinsurers.
Surplus relief reinsurance has the effect of increasing current statutory
surplus while reducing future statutory surplus as amounts are recaptured from
reinsurers.   During 1995, most of the agreements were recaptured as part of an
overall capital restructuring plan.  This capital restructuring also resulted in
a capital contribution from the Company's parent of $146,630,000 to replace the
reduction in statutory surplus that resulted from the recapture.     

    
10.  INCOME TAXES     

    
The Company files a consolidated federal income tax return with its parent and
other U.S. affiliates and subsidiaries, with the exception of First ING.  The
affiliated companies that join in the filing of the consolidated federal income
tax return have an agreement for the allocation of taxes between members that
join in the consolidated return.  The agreement specifies that the separate
return payable or the separate return receivable of each member will be the
federal income tax liability or receivable that the member would have had for
the period had it filed a separate return.     

________________________________________________________________________________
                                       98
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     

    
             Notes to Consolidated Financial Statements (continued)     


    
10.  INCOME TAXES (CONTINUED)     

    
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  Significant components
of the Company's deferred tax assets and liabilities are as follows (in
thousands):     

    
<TABLE>
<CAPTION>
                                                                                                       DECEMBER 31
                                                                                                     1996        1995
                                                                                                ---------------------------
<S>                                                                                               <C>         <C>  
Deferred tax liabilities:
     Deferred policy acquisition costs                                                            $(236,445)  $(197,355)
     Unrealized gains/losses                                                                        (38,516)    (53,440)
                                                                                               ---------------------------- 
Total deferred tax liabilities                                                                     (274,961)   (250,795)
 
Deferred tax assets:
     Benefit reserves and surplus relief                                                            123,410     120,439
     Tax-basis deferred acquisition costs                                                            60,727      48,945
     Investment income                                                                               11,037      12,060
     Unearned investment income                                                                       8,705       9,383
     Nonqualified deferred compensation                                                              10,649       8,785
     Postretirement employee benefits                                                                 3,784       3,615
     Other, net                                                                                       8,108       2,822
                                                                                                ---------------------------
Net deferred tax assets                                                                             226,420     206,049
                                                                                                ---------------------------
Net deferred tax (liabilities) assets                                                             $ (48,541)  $ (44,746)
                                                                                                ===========================
</TABLE> 
     

     
The components of federal income tax expense consist of the following (in
 thousands):    

    
<TABLE> 
<CAPTION> 
                                                                                                  DECEMBER 31
                                                                                            1996       1995        1994
                                                                                       --------------------------------
<S>                                                                                      <C>      <C>         <C>  
Current                                                                                  $10,340  $ (48,136)  $  44,121
Deferred                                                                                  11,536     72,870     (29,200)
Current year change in valuation
     allowance                                                                                 -       (438)          -
                                                                                       -------------------------------- 
Federal income tax expense                                                               $21,876  $  24,296   $  14,921
                                                                                       ================================
</TABLE>
     

________________________________________________________________________________
                                       99
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     

    
10.  INCOME TAXES (CONTINUED)     

    
The Company's effective income tax rate did not vary significantly from the
statutory federal income tax rate.     

    
Prior to 1995 a valuation allowance had been established by the Company to
account for the fact that the full benefit of the deferred tax asset established
by First ING for tax-basis deferred acquisition costs more than likely would not
be fully realized.  In 1995, a change in judgment about the realization of the
deferred tax asset occurred and the valuation allowance was removed.     

    
The Company had net income tax payments (receipts) of $(61,467,000) during 1996,
$25,875,000 during 1995, and $41,278,000 during 1994 for current income tax
payments and settlements of prior year returns.     

    
The Policyholder's Surplus Account is an accumulation of certain special
deductions for income tax purposes and a portion of the "gains from operations"
which were not subject to current taxation under the Life Insurance Tax Act of
1959.  At December 31, 1984, the balance in this account for tax return purposes
was approximately $70,800,000.  The Tax Reform Act of 1984 provides that no
further accumulations will be made in this account. If amounts accumulated in
the Policyholder's Surplus Account exceed certain limits, or if distributions to
the shareholder exceed amounts in the Shareholder's Surplus Account, to the
extent of such excess amount or excess distributions, as determined for income
tax purposes, amounts in the Policyholder's Surplus Account would become subject
to income tax at rates in effect at that time.  Should this occur, the maximum
tax which would be paid at the current tax rate is $24,780,000.  The Company
does not anticipate any such action or foresee any events which would result in
such tax; accordingly, a deferred tax liability has not been established.     

    
11.  LONG-TERM DEBT     

    
Long-term indebtedness to related parties for $75,000,000 represents the
cumulative cash draws on a $100,000,000 commitment from ING America Insurance
Holdings, Inc. through December 31, 1996.  Additional draws may be made by the
Company at its option through December 1, 2004.   This subordinated note bears
interest at a variable rate equal to the prevailing rate for 10 year U.S.
Treasury Bonds plus 1/4% adjusted annually.     

________________________________________________________________________________
                                       100
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     
    
11.  LONG-TERM DEBT (CONTINUED)     

    
The repayment of this note requires approval of the Commissioner of Insurance of
the State of Colorado and is payable only out of surplus funds of the Company
and only at such time as the surplus of the Company, after payment is made, does
not fall below the prescribed level.     

    
The principal and interest is scheduled to be repaid in five annual installments
beginning December 31, 1999 and continuing through December 31, 2003, with the
option of prepaying any outstanding principal and accrued interest.  As of
December 31, 1996, the Company accrued interest of $3,700,000.  No payments of
principal or interest were made in 1996.     

    
Future minimum payments, assuming a current effective interest rate of 6.55%,
are as follows (in thousands):     

    
<TABLE>
<CAPTION>
                  YEAR                     TOTAL PAYMENTS
                  ---------------------------------------
                  <S>                           <C>
                  1999                           $ 21,518
                  2000                             21,518
                  Subsequent years                 64,552
                          
                  Total                           107,588
                  Less imputed interest           (32,588)
                  Present value of payments      $ 75,000
                                              ===========
</TABLE>
     

    
12.  STATUTORY ACCOUNTING INFORMATION AND PRACTICES     

    
Security Life and its insurance subsidiaries prepare their statutory basis
financial statements in accordance with accounting practices prescribed or
permitted by their state of domicile.  "Prescribed" statutory accounting
practices include state laws, regulations and general administrative rules, as
well as a variety of publications of the National Association of Insurance
Commissioners (NAIC).  "Permitted" statutory accounting practices encompass all
accounting practices that are not prescribed; such practices may differ from
state to state, from company to company within the state, and may change in the
future.  The NAIC is currently in the process of codifying statutory accounting
practices, the result of which is expected to constitute the only source of
"prescribed" statutory accounting practices.  Accordingly, that project, which
is expected to be completed in 1998, will likely change, to some extent,
prescribed statutory accounting      

________________________________________________________________________________
                                       101
    
FirstLine     
<PAGE>
 
    
          Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
12.  STATUTORY ACCOUNTING INFORMATION AND PRACTICES (CONTINUED)     

    
practices, and may result in changes to the accounting practices that insurance
companies use to prepare their statutory financial statements.     

    
Prescribed statutory reserve methodology does not fully encompass universal
life-type products.  The NAIC, however, has promulgated a Model Regulation
regarding Universal Life Reserves.  The Colorado Division of Insurance has not
adopted the regulation, but requires that reserves be held which are at least as
great as those required by Colorado Statutes.  The NAIC UL Model Regulation is
used by the Company to provide reserves consistent with the principles of this
article.  Because the reserves satisfy the requirements prescribed by the State
of Colorado for the valuation of universal life insurance, the Company is
permitted to compute reserves in accordance with this model regulation.     

    
The NAIC prescribes Risk-Based Capital (RBC) requirements for life/health
insurance companies.  At December 31, 1996, the Company exceeded all minimum RBC
requirements.     

    
Combined capital and surplus, determined in accordance with statutory accounting
practices (SAP), was $366,451,000 and $333,686,000 at December 31, 1996 and
1995, respectively.  Combined net income, determined in accordance with SAP, was
$9,141,000, $11,771,000, and $9,383,000 for the years ended December 31, 1996,
1995, and 1994, respectively.     

    
Security Life is required to maintain a minimum total statutory capital and
surplus in the state of domicile of $1,500,000.  Midwestern United is required
to maintain minimum statutory capital of $200,000 and surplus of $250,000 in the
state of domicile.  First ING is required to maintain minimum statutory capital
of $1,000,000 and paid-in surplus of at least 50% of paid-in capital in the
state of domicile.  Each Company exceeded its respective minimum statutory
capital and surplus requirements at December 31, 1996. Additionally, the amount
of dividends which can be paid by each company to its stockholder without prior
approval of the various state insurance departments is generally limited to the
greater of 10% of statutory surplus or the statutory net gain from 
operations.     

    
13. FAIR VALUES OF FINANCIAL INSTRUMENTS     

    
In cases where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques.  Those techniques
are significantly affected by the assumptions used, including the discount rate
and estimates of future cash     

________________________________________________________________________________
                                      102
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
13.  FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)     

    
flows. In that regard, the derived fair value estimates cannot be substantiated
by comparison to independent markets and, in many cases, could not be realized
in immediate settlement of the instruments. Accordingly, the aggregate fair
value amounts presented do not represent the underlying value of the Company.
Life insurance liabilities that contain mortality risk and all nonfinancial
instruments are excluded from disclosure requirements. However, the fair values
a of liabilities under all insurance contracts are taken into consideration in
the Company's overall management of interest rate risk, such that the Company's
exposure to changing interest rates is minimized through the matching of
investment maturities with amounts due under insurance contracts.    

    
The carrying amounts and fair values of the Company's financial instruments at
December 31, 1996 and 1995 are summarized below (in thousands):     

    
<TABLE>
<CAPTION>
                                           DECEMBER 31, 1996        DECEMBER 31, 1995
                                       ------------------------- ----------------------------
                                          CARRYING                CARRYING
                                          AMOUNT     FAIR VALUE   AMOUNT        FAIR VALUE
                                       ------------------------- ----------------------------
<S>                                      <C>         <C>         <C>            <C>
ASSETS
Fixed maturities (Note 3)                $2,875,084  $2,875,084  $2,470,944         $2,470,944
Equity securities (Note 3)                    5,345       5,345       8,369              8,369
Commercial mortgages                        445,073     461,777     276,552            304,442
Residential mortgages                         7,722       7,589       8,992              9,172
Policy loans                                795,311     795,311     754,240            754,240
Short-term investments                        7,019       7,019      10,946             10,946
 
LIABILITIES
Guaranteed investment
     contracts, net of reinsurance       $   50,070  $   50,070  $           $              -
                                                                 -
Supplemental contracts
     without life contingencies               3,023       3,023       3,033              3,033
Other policyholder funds left
     on deposit                              98,824      98,824      92,893             92,893
Individual and group
        annuities, net of reinsurance        45,576      45,228      49,020             48,457
</TABLE>
     


________________________________________________________________________________
                                      103

    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
13.  FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)     

    
The carrying values of all other financial instruments approximate their fair
value.     

    
The following methods and assumptions were used by the Company in estimating the
"fair value" disclosures for financial instruments:     

    
   FIXED MATURITIES AND EQUITY SECURITIES:  The fair values for fixed maturities
   --------------------------------------                                       
   (including redeemable preferred stocks) are based on quoted market prices,
   where available.  For fixed maturities not actively traded, fair values are
   estimated using values obtained from independent pricing services or, in the
   case of private placements and collateralized mortgage obligations and other
   mortgage derivative investments, are estimated by discounting expected future
   cash flows.  The discount rates used vary as a function of factors such as
   yield, credit quality and maturity which fall within a range between 2% - 12%
   over the total portfolio.  The fair values of equity securities are based on
   quoted market prices.     

    
   MORTGAGE LOANS:  Estimated market values for commercial real estate loans are
   --------------                                                               
   generated using a discounted cash flow approach.  Loans in good standing are
   discounted using interest rates determined by U.S. Treasury yields on
   December 31 and spreads implied by independent published surveys.  The same
   is applied on new loans with similar characteristics.  The amortizing
   features of all loans are incorporated in the valuation.  Where data on
   option features is available, option values are determined using a binomial
   valuation method, and are incorporated into the mortgage valuation.
   Restructured loans are valued in the same manner; however, these are
   discounted at a greater spread to reflect increased risk.     

    
   All residential loans are valued at their outstanding principal balances,
   which approximate their fair values.     

    
   POLICY LOANS:  The carrying amounts reported in the balance sheets for these
   ------------                                                                
   financial instruments approximate their fair values.     

    
   DERIVATIVE FINANCIAL INSTRUMENTS:  Fair values for on-balance-sheet
   --------------------------------                                   
   derivative financial instruments (caps and floors) and off-balance-sheet
   derivative financial instruments (swaps) are based on broker/dealer
   valuations or on internal discounted cash flow pricing models taking into
   account current cash flow assumptions and the counterparties' credit
   standing.     

________________________________________________________________________________
                                      104
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
13.  FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)     

    
   GUARANTEED INVESTMENT CONTRACTS:  The fair values of the Company's guaranteed
   -------------------------------                                              
   investment contracts are estimated using discounted cash flow calculations,
   based on interest rates currently being offered for similar contracts with
   maturities consistent with those remaining for the contracts being 
   valued.     

    
   OTHER INVESTMENT-TYPE INSURANCE CONTRACTS:  The fair values of the Company's
   -----------------------------------------                                   
   deferred annuity contracts are estimated based on the cash surrender value.
   The carrying values of other liabilities, including immediate annuities,
   dividend accumulations, supplementary contracts without life contingencies
   and premium deposits, approximate their fair values.     

    
   OFF-BALANCE-SHEET INSTRUMENTS:  The Company had synthetic guaranteed
   -----------------------------                                       
   investment contract sales in the amounts of $55,780,000 and $10,358,000 in
   1996 and 1995, respectively, to trustees of 401(k) plans.  Pursuant to the
   terms of these contracts, the trustees own and retain the assets related to
   these contracts.   Such assets had a value of $637,151,000 and $695,288,000
   at December 31, 1996 and 1995, respectively.  Under synthetic guaranteed
   investment contracts, the synthetic issuer may assume interest rate risk on
   individual plan participant initiated withdrawals from stable value options
   of 401(k) plans.  Approximately 85% of the synthetic guaranteed investment
   contract book values are on a participating basis and have a credited
   interest rate reset mechanism which passes such interest rate risk to plan
   participants.     

    
   LETTERS OF CREDIT     
   -----------------

    
   The Company is the beneficiary of letters of credit totaling $93,252,000
   which have a market value to the Company of $0 and two lines of credit
   totaling $205,274,000 which have a market value to the Company of $0 (see
   Note 15).     

    
14.  COMMITMENTS AND CONTINGENT LIABILITIES     

    
The Company is a party to pending or threatened lawsuits arising from the normal
conduct of its business.  Due to the climate in insurance and business
litigation, suits against the Company sometimes include substantial additional
claims, consequential damages, punitive damages and other similar types of
relief.  While it is not possible to forecast the outcome of such litigation, it
is the opinion of management that the disposition of such lawsuits will not have
a material adverse effect on the Company's financial position or interfere with
its operations.     

________________________________________________________________________________
                                      105
    
FirstLine     
<PAGE>
 
    
           Security Life of Denver Insurance Company and Subsidiaries     
    
             Notes to Consolidated Financial Statements (continued)     


    
15.  FINANCING ARRANGEMENTS     

    
The Company has a $105,274,000 line of credit issued by the Company's parent to
provide short-term liquidity.  The Company has an additional non-affiliated line
of credit of $100,000,000 also to provide short-term liquidity which expires
June 30, 1997.  The amount of funds available under this line is reduced by
borrowings of certain affiliates also party to the agreement.  There were no
outstanding borrowings under either of these agreements at December 31, 1996 or
1995.  The average balance of short-term debt was $23.4 million during 1996.
The weighted average interest rate paid on this debt during 1996 was 5.46%.     

    
The Company is the beneficiary of letters of credit totaling $93,252,000 that
were established in accordance with the terms of reinsurance agreements.  The
terms of the letters of credit provide for automatic renewal for the following
year at December 31, unless otherwise cancelled or terminated by either party to
the financing.  The letters were unused during both 1996 and 1995.     

________________________________________________________________________________
                                      106
    
FirstLine     
<PAGE>
 
    
                        Report of Independent Auditors     

    
Policyholders
Security Life Separate Account L1 of
 Security Life of Denver Insurance Company     

    
We have audited the accompanying statement of net assets of Security Life
Separate Account L1 (comprising, respectively, the Neuberger & Berman Advisers
Management Trust (comprising the Limited Maturity Bond, Growth, Government
Income and Partners Portfolios) ("N&B"), the Alger American Fund (comprising the
American Small Capitalization, American MidCap Growth, American Growth and
American Leveraged AllCap Portfolios) ("Alger"), the Fidelity Variable Insurance
Products Fund and Variable Insurance Products Fund II (comprising the Asset
Manager, Growth, Overseas, Money Market and Index 500 Portfolios) ("Fidelity"),
the INVESCO Variable Investment Funds, Inc. (comprising the Total Return,
Industrial Income, High Yield and Utilities Portfolios) ("INVESCO") and Van Eck
Worldwide Trust (comprising the Worldwide Balanced and Gold and Natural
Resources Portfolios) ("Van Eck") Divisions) as of December 31, 1996, and the
related statements of operations for the year then ended and changes in net
assets for each of the two years in the period then ended.  These financial
statements are the responsibility of the Separate Account'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.  Our procedures
included confirmation of securities owned as of December 31, 1996, by
correspondence with the transfer agent.  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 Security Life Separate Account
L1 at December 31, 1996, and the results of its operations for the year then
ended and changes in its net assets for each of the two years in the period then
ended, in conformity with generally accepted accounting principles.     

    
                                    ERNST & YOUNG LLP     
    
Denver, Colorado     
    
April 9, 1997     

________________________________________________________________________________
                                      107
    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     
    
                            Statement of Net Assets     
    
                               December 31, 1996     

    
<TABLE>
<CAPTION>
                                             TOTAL
                                              ALL          TOTAL         TOTAL        TOTAL            TOTAL       TOTAL
                                           DIVISIONS        N&B          ALGER       FIDELITY         INVESCO     VAN ECK
                                        -----------------------------------------------------------------------------------
<S>                                        <C>            <C>           <C>         <C>              <C>          <C>    
ASSETS
Investments in mutual funds at
market value; combined cost
     $54,275,545 (See Note C)              $57,137,579    $10,501,407    11,470,216    $30,788,682    $ 3,783,021  $594,253
                                        -----------------------------------------------------------------------------------
Total assets                                57,137,579     10,501,407    11,470,216     30,788,682      3,783,021   594,253
                                        -----------------------------------------------------------------------------------
                                                                                                  
LIABILITIES                                                                                       
Due to (from) Security Life of Denver      (1,613,713)        (35,546)      (35,976)    (1,508,299)       (35,750)    1,858
Due to (from) other divisions                 894,465          (2,393)      150,103        897,366       (148,975)   (1,636)
Total liabilities                            (719,248)        (37,939)      114,127       (610.933)      (184,725)      222
                                        -----------------------------------------------------------------------------------
Net assets                                $57,856,827     $10,539,346    11,356,089   $ 31,399,615     $3,967,746  $594,031 
                                        ===================================================================================
 
CONTRACT OWNER RESERVES
Reserves for redeemable annuity
     contracts (See Note B)               $57,856,827     $10,539,346    11,356,089   $ 31,399,615     $3,967,746  $594,031 
                                        ===================================================================================
TOTAL CONTRACT OWNER RESERVES             $57,856,827     $10,539,346    11,356,089   $ 31,399,615     $3,967,746  $594,031 
                                        ===================================================================================
</TABLE>     

    
See accompanying notes.     

________________________________________________________________________________
                                      108
    
FirstLine     

<PAGE>
 
    
                       Security Life Separate Account L1     

    
                      Statement of Net Assets (continued)     

    
                               December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                         N & B
                                      -------------------------------------------------------------------------
                                           TOTAL         LIMITED                     GOVERNMENT
                                            N&B       MATURITY BOND     GROWTH         INCOME        PARTNERS
                                      -------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>            <C>            <C>    
ASSETS
Investments in mutual funds at
     market value                       $10,501,407    $  2,493,707  $  1,797,629   $  1,549,039   $  4,661,032
Total assets                             10,501,407       2,493,707     1,797,629      1,549,039      4,661,032
                                      -------------------------------------------------------------------------
 
LIABILITIES
Due to (from) Security Life of
 Denver                                     (35,546)          1,631       (36,173)         1,096         (2,100)
 
Due to (from) other divisions                (2,393)              -        (1,912)          (371)          (110)
                                     --------------------------------------------------------------------------
Total liabilities                           (37,939)          1,631       (38,085)           725         (2,210)
                                      -------------------------------------------------------------------------
 
Net assets                              $10,539,346    $  2,492,076  $  1,835,714   $  1,548,314   $  4,663,242
                                      =========================================================================
CONTRACT OWNER RESERVES
Reserves for redeemable annuity
     contracts (See Note B)             $10,539,346    $  2,492,076  $  1,835,714   $  1,548,314   $  4,663,242
                                      -------------------------------------------------------------------------
 
TOTAL CONTRACT OWNER RESERVES           $10,539,346    $  2,492,076  $  1,835,714   $  1,548,314   $  4,663,242
                                      =========================================================================
 
Number of division units outstanding
     (See Note G)                                       218,725.891   133,567.983    142,773.403    275,892.457
                                                   ============================================================
 
Value per divisional unit                              $      11.39  $      13.74   $      10.84   $      16.90
                                                   ============================================================
</TABLE> 
     

    
See accompanying notes.     


________________________________________________________________________________
                                      109

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                      Statement of Net Assets (continued)     

    
                               December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                     ALGER
                                 --------------------------------------------------------------------------
                                                    AMERICAN        AMERICAN                      AMERICAN
                                      TOTAL           SMALL          MIDCAP        AMERICAN      LEVERAGED
                                      ALGER      CAPITALIZATION      GROWTH         GROWTH         ALLCAP
                                 --------------------------------------------------------------------------
<S>                                <C>           <C>              <C>            <C>            <C>
ASSETS
Investments in mutual funds at
     market value                  $11,470,216     $  4,480,399   $  2,308,724   $  3,808,543   $   872,550
Total assets                        11,470,216        4,480,399      2,308,724      3,808,543       872,550
                                 --------------------------------------------------------------------------
 
LIABILITIES
Due to (from) Security Life of
Denver                                 (35,976)          (4,356)       (25,479)        (4,982)       (1,159)
                                       --------          -------       --------        -------       -------   
Due to (from) other divisions          150,103          152,647           (852)          (653)       (1,039)
Total liabilities                      114,127          148,291        (26,331)        (5,635)       (2,198)
                                 --------------------------------------------------------------------------
 
Net assets                         $11,356,089       $4,332,108     $2,335,055     $3,814,178      $874,748
                                 ==========================================================================
 
CONTRACT OWNER RESERVES
Reserves for redeemable annuity
     contracts (See Note B)        $11,356,089       $4,332,108     $2,335,055     $3,814,178      $874,748
                                 --------------------------------------------------------------------------
 
TOTAL CONTRACT OWNER RESERVES      $11,356,089       $4,332,108     $2,335,055     $3,814,178      $874,748
                                 ==========================================================================
 
Number of division units
 outstanding
     (See Note G)                                   297,073.322    150,480.473    282,175.287    53,044.470
                                              =============================================================
 
Value per divisional unit                          $      14.58   $      15.52   $      13.52   $     16.49
                                              =============================================================
</TABLE>
     

    
See accompanying notes.     

________________________________________________________________________________
                                      110

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                      Statement of Net Assets (continued)     

    
                               December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                              FIDELITY
                                     ----------------------------------------------------------------------------------------
                                          TOTAL          ASSET                                        MONEY
                                         FIDELITY       MANAGER        GROWTH        OVERSEAS        MARKET        INDEX 500
                                     ----------------------------------------------------------------------------------------
<S>                                  <C>             <C>            <C>            <C>            <C>            <C> 
ASSETS
Investments in mutual funds at
     market value                      $30,788,682     $1,513,317     $6,998,086    $4,266,432     $7,785,143    $10,225,704
Total assets                            30,788,682      1,513,317      6,998,086     4,266,432      7,785,143     10,225,704
                                     ----------------------------------------------------------------------------------------
 
LIABILITIES
Due to (from) Security Life of
Denver                                  (1,508,299)       (32,020)       (29,464)       (7,782)    (1,438,819)          (214)
Due to (from) other divisions              897,366              -        (21,869)         (915)       928,296         (8,146)
                                     ----------------------------------------------------------------------------------------  
Total liabilities                         (610,933)       (32,020)       (51,333)        (8,697)      (510,523)        (8,360)
                                     ----------------------------------------------------------------------------------------
 
Net assets                             $31,399,615   $  1,545,337   $  7,049,419   $  4,275,129   $  8,295,666   $ 10,234,064
                                     ========================================================================================
 
CONTRACT OWNER RESERVES
Reserves for redeemable annuity
      contracts (See Note B)           $31,399,615   $  1,545,337   $  7,049,419   $  4,275,129   $  8,295,666   $ 10,234,064
                                     ----------------------------------------------------------------------------------------
 
TOTAL CONTRACT OWNER RESERVES          $31,399,615   $  1,545,337   $  7,049,419   $  4,275,129   $  8,295,666   $ 10,234,064
                                     ========================================================================================
 
Number of division units outstanding
     (See Note G)                                     123,908.168    470,285.667    367,948.109    753,707.969    640,890.650
                                                  ===========================================================================
 
Value per divisional unit                            $      12.47   $      14.99   $      11.62   $      11.01   $      15.97
                                                  ===========================================================================
</TABLE>
     

    
See accompanying notes.     

________________________________________________________________________________
                                      111

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                      Statement of Net Assets (continued)     

    
                               December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                 INVESCO
                                         ----------------------------------------------------------------
                                            TOTAL        TOTAL     INDUSTRIAL
                                            -----        -----     ---------- 
                                           INVESCO       RETURN      INCOME      HIGH YIELD    UTILITIES
                                         ----------------------------------------------------------------
<S>                                        <C>          <C>        <C>           <C>           <C>
ASSETS
Investments in mutual funds at
      market value                         3,783,021    $841,651   $1,371,266    $1,351,726    $218,378
Total assets                               3,783,021     841,651    1,371,266     1,351,726     218,378 
                                         --------------------------------------------------------------
 
LIABILITIES
Due to (from) Security Life of               (35,750)    (38,816)       2,037           879         150
Denver                                    
Due to (from) other divisions               (148,975)      6,000         (388)     (154,554)        (33)   
Total liabilities                           (184,725)    (32,816)       1,649      (153,675)        117 
                                          --------------------------------------------------------------
 
Net assets                                $3,967,746    $874,467   $1,369,617    $1,505,401    $218,261
                                          ==============================================================
 
CONTRACT OWNER RESERVES
Reserves for redeemable annuity
      contracts (See Note B)               3,967,746    $874,467   $1,369,617    $1,505,401    $218,261
                                          --------------------------------------------------------------
 
TOTAL CONTRACT OWNER RESERVES              3,967,746    $874,467   $1,369,617    $1,505,401    $218,261
                                          ==============================================================
 
Number of division units
outstanding
    (See Note G)                                      64,490.483   87,035.356   108,999.107  18,008.490
                                                   ====================================================
 
Value per divisional unit                                 $13.56       $15.74        $13.81      $12.12
                                                   ====================================================
</TABLE>
     

    
See accompanying notes.     

________________________________________________________________________________
                                      112

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                      Statement of Net Assets (continued)     

    
                               December 31, 1996     

    
<TABLE>
<CAPTION>
                                                       VAN ECK
                                      --------------------------------------
                                                                   GOLD AND
                                          TOTAL     WORLDWIDE      NATURAL
                                         VAN ECK     BALANCED     RESOURCES
                                      --------------------------------------
<S>                                     <C>        <C>           <C> 
ASSETS
Investments in mutual funds at
     market value                       $594,253      $327,886      $266,367
                                      --------------------------------------
Total assets                             594,253       327,886       266,367
                                      --------------------------------------

LIABILITIES
Due to (from) Security Life of
Denver                                     1,858         1,181           677
Due to (from) other divisions             (1,636)       (1,100)         (536)
Total liabilities                            222            81           141
                                      --------------------------------------
Net assets
                                        $594,031      $327,805      $266,226
                                      ======================================
CONTRACT OWNER RESERVES
Reserves for redeemable annuity
contracts (See Note B)                  $594,031      $327,805      $266,226
                                      --------------------------------------
 
TOTAL CONTRACT OWNER RESERVES           $594,031      $327,805      $266,226
                                      ======================================
 
Number of division units outstanding
     (See Note G)                                   29,808.787    21,966.093
                                                ============================
 
Value per divisional unit                               $11.00        $12.12
                                                ============================
</TABLE>
     

    
See accompanying notes.     


________________________________________________________________________________
                                      113

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     
    
                            Statement of Operations     
    
                         Year Ended December 31, 1996     
    
<TABLE>
<CAPTION>
                                  TOTAL                                              
                                  -----
                                   ALL       TOTAL    TOTAL      TOTAL      TOTAL     TOTAL
                                   ---       -----    -----      -----      -----     -----
                                DIVISIONS     N&B     ALGER     FIDELITY   INVESCO   VAN ECK
                              ---------------------------------------------------------------- 
<S>                             <C>          <C>      <C>       <C>        <C>       <C>  
INVESTMENT INCOME
Dividends from mutual funds    $1,183,779  $292,143  $56,842    $593,973   $238,653   $ 2,168
Less:  Valuation period 
deductions
     (See Note B)                 241,127    50,116   44,898     128,637     14,752     2,724
                              ----------------------------------------------------------------
Net investment income (loss)      942,652   242,027   11,944     465,336    223,901      (556)
                              ----------------------------------------------------------------
 
REALIZED AND UNREALIZED GAINS
     (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
     investments                  401,852    86,478   62,058      97,833    143,358    12,125
Net unrealized gains (losses) 
     on investments             2,675,307   557,274  396,915   1,736,167    (43,084)   28,035
                                                            
 
Net realized and unrealized 
gains
     (losses) on investments    3,077,159   643,752  458,973   1,834,000    100,274    40,160
                                -------------------------------------------------------------
 
NET INCREASE IN NET ASSETS
     RESULTING FROM
     OPERATIONS                $4,019,811  $885,779 $470,917  $2,229,336   $324,175   $39,604
                               ==============================================================
</TABLE>     

    
See accompanying notes.     


________________________________________________________________________________
                                      114    
    
FirstLine     
<PAGE>
 
    
                      Security Life Separate Account L1      

    
                     Statement of Operations (continued)      

    
                         Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                N & B
                                    -----------------------------------------------------------
                                       TOTAL       LIMITED              GOVERNMENT
                                       -----       -------              ----------  
                                        N&B        MATURITY   GROWTH      INCOME      PARTNERS
                                                   --------   ------      ------      -------- 
                                                     BOND    
                                    -----------------------------------------------------------
 
INVESTMENT INCOME
<S>                                   <C>          <C>        <C>       <C>           <C>
Dividends from mutual funds           $292,143       $127,305   $ 76,287      $35,420  $ 53,131
Less:  Valuation period deductions
     (See Note B)                       50,116         13,218      9,400        8,882    18,616
                                    -----------------------------------------------------------
Net investment income (loss)           242,027        114,087     66,887       26,538    34,515
                                    -----------------------------------------------------------
 
REALIZED AND UNREALIZED GAINS
     (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
     investments                        86,478        (16,561)   (22,601)       3,867   121,773
Net unrealized gains (losses) on
     investments                       557,274        (29,330)    65,061          443   521,100
Net realized and unrealized gains
     (losses) on investments           643,752        (45,891)    42,460        4,310   642,873
                                    -----------------------------------------------------------
 
NET INCREASE IN NET ASSETS
     RESULTING FROM
     OPERATIONS                       $885,779       $ 68,196   $109,347      $30,848  $677,388
                                    ===========================================================
</TABLE>
     

    
See accompanying notes.     

________________________________________________________________________________
                                      115

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                      Statement of Operations (continued)     

    
                          Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                ALGER
                                    ----------------------------------------------------------
                                                   AMERICAN      AMERICAN             AMERICAN
                                       TOTAL         SMALL        MIDCAP   AMERICAN  LEVERAGED
                                       ALGER    CAPITALIZATION    GROWTH    GROWTH     ALLCAP
                                    ----------------------------------------------------------
<S>                                   <C>       <C>             <C>        <C>       <C>
INVESTMENT INCOME
Dividends from mutual funds           $56,842       $7,668      $10,435    $37,109    $1,630
Less:  Valuation period deductions
     (See Note B)                      44,898       18,457        7,398     16,087     2,956
                                    ----------------------------------------------------------
Net investment income (loss)           11,944      (10,789)       3,037     21,022    (1,326)
                                    ----------------------------------------------------------
 
REALIZED AND UNREALIZED GAINS
     (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
     investments                       62,058        8,187        9,936     22,907    21,028
Net unrealized gains (losses) on
     investments                      396,915       58,340       89,398    227,107    22,070
Net realized and unrealized gains
     (losses) on investments          458,973       66,527       99,334    250,014    43,098
                                    ----------------------------------------------------------
 
NET INCREASE IN NET ASSETS
     RESULTING FROM
     OPERATIONS                      $470,917      $55,738     $102,371   $271,036   $41,772
                                    ==========================================================
</TABLE>
     

    
See accompanying notes.     


________________________________________________________________________________
                                      116

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                      Statement of Operations (continued)     

    
                         Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                FIDELITY
                                    ---------------------------------------------------------------
                                        TOTAL      ASSET                        MONEY
                                       FIDELITY   MANAGER   GROWTH   OVERSEAS   MARKET   INDEX 500
                                    ---------------------------------------------------------------
<S>                                   <C>         <C>      <C>       <C>       <C>       <C> 
INVESTMENT INCOME
Dividends from mutual funds           $593,973    $9,800   $109,786  $27,966   $246,349  $200,072
Less:  Valuation period deductions
     (See Note B)                      128,637     3,818     25,455   16,972     35,006    47,386
                                    ---------------------------------------------------------------
Net investment income (loss)           465,336     5,982     84,331   10,994    211,343   152,686
                                    ---------------------------------------------------------------
 
REALIZED AND UNREALIZED GAINS
     (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
     investments                        97,833     7,905      9,661   34,235         -     46,032
Net unrealized gains (losses) on
     investments                     1,736,167    63,068    273,435  238,529         -  1,161,135
Net realized and unrealized gains
     (losses) on investments         1,834,000    70,973    283,096  272,764         -  1,207,167
                                    ---------------------------------------------------------------
 
NET INCREASE IN NET ASSETS
     RESULTING FROM
     OPERATIONS                     $2,299,336   $76,955   $367,427 $283,758  $211,343 $1,359,853
                                    ===============================================================
</TABLE>
     

    
See accompanying notes.     


________________________________________________________________________________
                                      117

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                      Statement of Operations (continued)     

    
                          Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                                              INVESCO
                                    ---------------------------------------------------------
                                        TOTAL     TOTAL   INDUSTRIAL
                                       INVESCO   RETURN     INCOME     HIGH YIELD   UTILITIES
                                    ---------------------------------------------------------
<S>                                   <C>        <C>      <C>          <C>          <C> 
INVESTMENT INCOME
Dividends from mutual funds           $238,653   $25,285    $ 93,816     $114,676     $ 4,876
Less:  Valuation period deductions
     (See Note B)                       14,752     3,402       4,272        6,357         721
                                    ---------------------------------------------------------
Net investment income (loss)           223,901    21,883      89,544      108,319       4,155
                                    ---------------------------------------------------------
 
REALIZED AND UNREALIZED GAINS
     (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
     investments                       143,358    28,264      30,929       82,830       1,335
Net unrealized gains (losses) on
     investments                       (43,084)   10,956      (7,082)     (53,402)      6,444
Net realized and unrealized gains
     (losses) on investments           100,274    39,220      23,847       29,428       7,779
                                    ---------------------------------------------------------
 
NET INCREASE IN NET ASSETS
     RESULTING FROM
     OPERATIONS                       $324,175   $61,103    $113,391     $137,747     $11,934
                                    =========================================================

</TABLE>
     

    
See accompanying notes.     


________________________________________________________________________________
                                      118

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                      Statement of Operations (continued)     

    
                          Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                                  VAN ECK
                                    ---------------------------------
                                                            GOLD AND
                                       TOTAL    WORLDWIDE    NATURAL
                                      VAN ECK    BALANCED   RESOURCES
                                    ---------------------------------
 
INVESTMENT INCOME
<S>                                   <C>       <C>         <C>
Dividends from mutual funds           $ 2,168     $   169     $ 1,999
Less:  Valuation period deductions
     (See Note B)                       2,724       1,304       1,420
                                    ---------------------------------
Net investment income (loss)             (556)     (1,135)        579
                                    ---------------------------------
 
REALIZED AND UNREALIZED GAINS
     (LOSSES) ON INVESTMENTS
Net realized gains (losses) on
     investments                       12,125       2,984       9,141
Net unrealized gains (losses) on
     investments                       28,035      19,343       8,692
 
Net realized and unrealized gains
     (losses) on investments           40,160      22,327      17,833
                                    ---------------------------------
 
NET INCREASE IN NET ASSETS
     RESULTING FROM
     OPERATIONS                       $39,604     $21,192     $18,412
                                    =================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      119
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                       Statement of Changes in Net Assets     

    
                          Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                            TOTAL
                                             ALL          TOTAL        TOTAL        TOTAL        TOTAL       TOTAL
                                          DIVISIONS        N&B         ALGER       FIDELITY     INVESCO     VAN ECK
                                       ----------------------------------------------------------------------------------
 
INCREASE IN NET ASSETS
<S>                                      <C>           <C>           <C>         <C>           <C>          <C>    
OPERATIONS
Net investment income (loss)             $   942,652   $   242,027   $  11,944   $  465,336    $  223,901    $   (556)
Net realized gains (losses) on
     investments                             401,852        86,478      62,058       97,833       143,358      12,125
Net unrealized gains (losses) on
     investments                           2,675,307       557,274     396,915    1,736,167       (43,084)     28,035
                                       ----------------------------------------------------------------------------------
Increase in net assets from
     operations                            4,019,811       885,779     470,917    2,299,336       324,175      39,604
                                       ----------------------------------------------------------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                              44,534,972     2,246,849   2,646,310     38,833,137     609,861     198,815
Cost of insurance and administrative
     expenses                             (2,843,666)     (378,501)   (531,589)    (1,733,703)   (158,637)    (41,236)
Benefit payments                              (9,641)            -      (9,457)          (184)          -           -
Surrenders                                  (139,851)      (10,863)    (32,300)       (89,374)     (5,730)     (1,584)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)       (905,917)    3,446,134   6,535,350    (13,409,127)  2,217,943     303,783
Other                                        (25,415)        4,193      (1,186)       (29,113)      1,108        (417)
                                       ----------------------------------------------------------------------------------
Increase from principal
     transactions                         40,610,482     5,307,812   8,607,128     23,571,636   2,664,545     459,361
                                       ----------------------------------------------------------------------------------
 
Total increase in net assets              44,630,293     6,193,591   9,078,045     25,870,972   2,988,720     498,965
 
Net assets at beginning of year           13,226,534     4,345,755   2,278,044      5,528,643     979,026      95,066
                                       ----------------------------------------------------------------------------------
 
Net assets at end of year                $57,856,827   $10,539,346   11,356,089   $31,399,615  $3,967,746    $594,031
                                       ==================================================================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      120
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                 Statement of Changes in Net Assets (continued)     

    
                          Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                          N & B
                                         --------------------------------------------------------------------
                                              TOTAL         LIMITED                   GOVERNMENT
                                               N&B       MATURITY BOND     GROWTH       INCOME      PARTNERS
                                         --------------------------------------------------------------------
 
INCREASE IN NET ASSETS
<S>                                        <C>           <C>             <C>          <C>          <C> 
OPERATIONS
Net investment income (loss)               $   242,027      $  114,087   $   66,887   $   26,538   $   34,515
Net realized gains (losses) on
     investments                                86,478         (16,561)     (22,601)       3,867      121,773
Net unrealized gains (losses) on
     investments                               557,274         (29,330)      65,061          443      521,100
                                         --------------------------------------------------------------------
Increase in net assets from
     operations                                885,779          68,196      109,347       30,848      677,388
                                         --------------------------------------------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                                 2,246,849         317,539      634,087      372,680      922,543
Cost of insurance and administrative
     expenses                                 (378,501)        (74,422)    (101,596)     (56,065)    (146,418)
Benefit payments                                     -               -            -            -            -
Surrenders                                     (10,863)         (1,157)      (2,385)         (48)      (7,273)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)        3,446,134         398,684      433,683      368,389    2,245,378
Other                                            4,193            (272)        (579)          41        5,003
                                         --------------------------------------------------------------------
Increase from principal
     transactions                            5,307,812         640,372      963,210      684,997    3,019,233
                                         --------------------------------------------------------------------
 
Total increase in net assets                 6,193,591         708,568    1,072,557      715,845    3,696,621
 
Net assets at beginning of year              4,345,755       1,783,508      763,157      832,469      966,621
                                         --------------------------------------------------------------------
 
Net assets at end of year                  $10,539,346      $2,492,076   $1,835,714   $1,548,314   $4,663,242
                                         ====================================================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      121
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                 Statement of Changes in Net Assets (continued)     

    
                          Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                          ALGER
                                         --------------------------------------------------------------------
                                                            AMERICAN       AMERICAN                  AMERICAN
                                              TOTAL           SMALL         MIDCAP      AMERICAN    LEVERAGED
                                              ALGER      CAPITALIZATION     GROWTH       GROWTH       ALLCAP
                                         --------------------------------------------------------------------
 
INCREASE IN NET ASSETS
<S>                                        <C>           <C>              <C>          <C>          <C> 
OPERATIONS
Net investment income (loss)               $    11,944       $  (10,789)  $    3,037   $   21,022    $ (1,326)
Net realized gains (losses) on
     investments                                62,058            8,187        9,936       22,907      21,028
Net unrealized gains (losses) on
     investments                               396,915           58,340       89,398      227,107      22,070
                                         --------------------------------------------------------------------
Increase in net assets from
     operations                                470,917           55,738      102,371      271,036      41,772
                                         --------------------------------------------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                                 2,646,310          792,375      410,528    1,189,559     253,848
Cost of insurance and administrative
     expenses                                 (531,589)        (209,010)     (92,306)    (193,812)    (36,461)
Benefit payments                                (9,457)          (4,658)           -            -      (4,799)
Surrenders                                     (32,300)          (7,839)     (10,926)      (9,795)     (3,740)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)        6,535,350        2,581,122    1,649,714    1,717,965     586,549
Other                                           (1,186)          (3,605)         587        1,213         619
                                         --------------------------------------------------------------------
Increase from principal
     transactions                            8,607,128        3,148,385    1,957,597    2,705,130     796,016
                                         --------------------------------------------------------------------
 
Total increase in net assets                 9,078,045        3,204,123    2,059,968    2,976,166     837,788
 
Net assets at beginning of year              2,278,044        1,127,985      275,087      838,012      36,960
                                         --------------------------------------------------------------------
 
Net assets at end of year                  $11,356,089       $4,332,108   $2,335,055   $3,814,178    $874,748
                                         ====================================================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      122
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                 Statement of Changes in Net Assets (continued)     

    
                          Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                               FIDELITY
                                         ----------------------------------------------------------------------------------
                                               TOTAL         ASSET                                   MONEY
                                             FIDELITY       MANAGER      GROWTH      OVERSEAS       MARKET       INDEX 500
                                         ----------------------------------------------------------------------------------
 
INCREASE IN NET ASSETS
<S>                                        <C>            <C>          <C>          <C>          <C>            <C> 
OPERATIONS
Net investment income (loss)               $    465,336   $    5,982   $   84,331   $   10,994   $    211,343   $   152,686
Net realized gains (losses) on
     investments                                 97,833        7,905        9,661       34,235              -        46,032
Net unrealized gains (losses) on
     investments                              1,736,167       63,068      273,435      238,529              -     1,161,135
                                         ----------------------------------------------------------------------------------
Increase in net assets from
     operations                               2,299,336       76,955      367,427      283,758        211,343     1,359,853
                                         ----------------------------------------------------------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                                 38,833,137      202,285    1,158,382      537,007     36,012,540       922,923
Cost of insurance and administrative
     expenses                                (1,733,703)     (59,703)    (298,466)    (145,781)      (938,219)     (291,534)
Benefit payments                                   (184)           -            -            -              -          (184)
Surrenders                                      (89,374)        (973)      (9,215)      (8,511)       (56,983)      (13,692)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)       (13,409,127)   1,199,005    4,485,230    2,637,971    (28,785,556)    7,054,223
Other                                           (29,113)         277          (47)         (13)       (27,783)       (1,547)
                                         ----------------------------------------------------------------------------------
Increase from principal
     transactions                            23,571,636    1,340,891    5,335,884    3,020,673      6,203,999     7,670,189
                                         ----------------------------------------------------------------------------------
 
Total increase in net assets                 25,870,972    1,417,846    5,703,311    3,304,431      6,415,342     9,030,042
 
Net assets at beginning of year               5,528,643      127,491    1,346,108      970,698      1,880,324     1,204,022
                                         ----------------------------------------------------------------------------------
 
Net assets at end of year                  $ 31,399,615   $1,545,337   $7,049,419   $4,275,129   $  8,295,666   $10,234,064
                                         ==================================================================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      123
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                 Statement of Changes in Net Assets (continued)     

    
                          Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                                                     INVESCO
                                         -------------------------------------------------------------
                                              TOTAL       TOTAL    INDUSTRIAL
                                             INVESCO     RETURN      INCOME     HIGH YIELD   UTILITIES
                                         -------------------------------------------------------------
 
INCREASE IN NET ASSETS
<S>                                        <C>          <C>        <C>          <C>          <C> 
OPERATIONS
Net investment income (loss)               $  223,901   $ 21,883   $   89,544   $  108,319    $  4,155
Net realized gains (losses) on
     investments                              143,358     28,264       30,929       82,830       1,335
Net unrealized gains (losses) on
     investments                              (43,084)    10,956       (7,082)     (53,402)      6,444
                                         -------------------------------------------------------------
Increase in net assets from
     operations                               324,175     61,103      113,391      137,747      11,934
                                         -------------------------------------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                                  609,861    199,674      243,848      121,818      44,521
Cost of insurance and administrative
     expenses                                (158,637)   (45,283)     (55,233)     (48,934)     (9,187)
Benefit payments                                    -          -            -            -           -
Surrenders                                     (5,730)    (2,038)      (2,171)      (1,386)       (135)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)       2,217,943    506,505      810,269      750,404     150,765
Other                                           1,108        943         (126)         277          14
                                         -------------------------------------------------------------
Increase from principal
     transactions                           2,664,545    659,801      996,587      822,179     185,978
                                         -------------------------------------------------------------
 
Total increase in net assets                2,988,720    720,904    1,109,978      959,926     197,912
 
Net assets at beginning of year               979,026    153,563      259,639      545,475      20,349
                                         -------------------------------------------------------------
 
Net assets at end of year                  $3,967,746   $874,467   $1,369,617   $1,505,401    $218,261
                                         =============================================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      124
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                 Statement of Changes in Net Assets (continued)     

    
                          Year Ended December 31, 1996     

    
<TABLE>
<CAPTION>
                                                        VAN ECK
                                         ----------------------------------
                                                                   GOLD AND
                                             TOTAL    WORLDWIDE    NATURAL
                                            VAN ECK    BALANCED   RESOURCES
                                         ----------------------------------
 
INCREASE IN NET ASSETS
<S>                                        <C>        <C>         <C> 
OPERATIONS
Net investment income (loss)               $   (556)   $ (1,135)   $    579
Net realized gains (losses) on
     investments                             12,125       2,984       9,141
Net unrealized gains (losses) on
     investments                             28,035      19,343       8,692
                                         ----------------------------------
Increase in net assets from
     operations                              39,604      21,192      18,412
                                         ----------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                                198,815     135,181      63,634
Cost of insurance and administrative
     expenses                               (41,236)    (29,480)    (11,756)
Benefit payments                                  -           -           -
Surrenders                                   (1,584)     (1,584)          -
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)       303,783     126,152     177,631
Other                                          (417)       (468)         51
                                         ----------------------------------
Increase from principal
     transactions                           459,361     229,801     229,560
                                         ----------------------------------
 
Total increase in net assets                498,965     250,993     247,972
 
Net assets at beginning of year              95,066      76,812      18,254
                                         ----------------------------------
 
Net assets at end of year                  $594,031    $327,805    $266,226
                                         ==================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      125
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                       Statement of Changes in Net Assets     

    
                          Year Ended December 31, 1995     

    
<TABLE>
<CAPTION>
                                            TOTAL
                                             ALL          TOTAL      TOTAL       TOTAL        TOTAL       TOTAL
                                          DIVISIONS        N&B       ALGER      FIDELITY     INVESCO     VAN ECK
                                       ---------------------------------------------------------------------------
 
INCREASE IN NET ASSETS
<S>                                      <C>           <C>          <C>       <C>            <C>    <C> 
OPERATIONS
Net investment income (loss)             $    97,403   $  (11,173)    (5,428)   $  60,063    $ 53,712     $   229
Net realized gains (losses) on
     investments                              76,547       25,418     17,143       28,840       4,788         358
Net unrealized gains (losses) on
     investments                             186,727      144,429    (54,571)     102,924      (6,574)        519

                                       ---------------------------------------------------------------------------
Increase (decrease) in net assets
     from operations                         360,677      158,674    (42,856)     191,827      51,926       1,106
                                       ---------------------------------------------------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                              13,329,581       39,552    255,704   12,996,026      28,034      10,265
Cost of insurance and administrative
     expenses                               (515,616)     (94,109)   (72,491)    (327,795)    (17,857)     (3,364)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)              -    4,235,249   2,130,456  (7,368,518)    915,744      87,069
                                                                            
Other                                         19,851        6,389      7,231        5,062       1,179         (10)
                                       ---------------------------------------------------------------------------
Increase from principal
     transactions                         12,833,816    4,187,081   2,320,900   5,304,775     927,100      93,960
                                       ---------------------------------------------------------------------------
 
Total increase in net assets              13,194,493    4,345,755   2,278,044   5,496,602     979,026      95,066
                                                                            
 
Net assets at beginning of year               32,041            -          -       32,041           -           -
                                       ---------------------------------------------------------------------------
 
Net assets at end of year                $13,226,534   $4,345,755   2,278,044  $5,528,643    $979,026     $95,066
                                       ===========================================================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      126
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                 Statement of Changes in Net Assets (continued)     

    
                          Year Ended December 31, 1995     

    
<TABLE>
<CAPTION>
                                                                       N & B
                                         ---------------------------------------------------------------
                                              TOTAL        LIMITED                 GOVERNMENT
                                               N&B      MATURITY BOND    GROWTH      INCOME     PARTNERS
                                         ---------------------------------------------------------------
 
INCREASE IN NET ASSETS
<S>                                        <C>          <C>             <C>        <C>          <C> 
OPERATIONS
Net investment income (loss)               $  (11,173)     $   (4,559)  $ (1,683)    $ (2,366)  $ (2,565)
Net realized gains (losses) on
     investments                               25,418           8,399      4,077        2,729     10,213
Net unrealized gains (losses) on
     investments                              144,429          54,564     (1,928)      33,629     58,164
                                         ---------------------------------------------------------------
Increase (decrease) in net assets from
     from operations                          158,674          58,404        466       33,992     65,812
                                         ---------------------------------------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                                   39,552           4,133     13,771       12,086      9,562
Cost of insurance and administrative
     expenses                                 (94,109)        (25,947)   (23,846)     (15,635)   (28,681)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)       4,235,249       1,745,908    770,482      801,675    917,184
Other                                           6,389           1,010      2,284          351      2,744
                                         ---------------------------------------------------------------
Increase from principal
     transactions                           4,187,081       1,725,104    762,691      798,477    900,809
                                         ---------------------------------------------------------------
 
Total increase in net assets                4,345,755       1,783,508    763,157      832,469    966,621
 
Net assets at beginning of year                     -               -          -            -          -
                                         ---------------------------------------------------------------
 
Net assets at end of year                  $4,345,755      $1,783,508   $763,157     $832,469   $966,621
                                         ===============================================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      127
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                 Statement of Changes in Net Assets (continued)     

    
                          Year Ended December 31, 1995     

    
<TABLE>
<CAPTION>
                                                                       ALGER
                                         ---------------------------------------------------------------
                                                           AMERICAN      AMERICAN               AMERICAN
                                              TOTAL          SMALL        MIDCAP    AMERICAN   LEVERAGED
                                              ALGER     CAPITALIZATION    GROWTH     GROWTH      ALLCAP
                                         ---------------------------------------------------------------
 
INCREASE IN NET ASSETS
<S>                                        <C>          <C>              <C>        <C>        <C> 
OPERATIONS
Net investment income (loss)               $   (5,428)      $   (2,496)  $   (548)  $ (2,242)    $  (142)
Net realized gains (losses) on
     investments                               17,143           19,457      3,402      1,513      (7,229)
Net unrealized gains (losses) on
     investments                              (54,571)         (57,427)     3,400     (1,664)      1,120
                                         ---------------------------------------------------------------
Increase (decrease) in net assets from
     operations                               (42,856)         (40,466)     6,254     (2,393)     (6,251)
                                         ---------------------------------------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                                  255,704          224,681     18,375      9,493       3,155
Cost of insurance and administrative
     expenses                                 (72,491)         (24,235)    (8,062)   (38,073)     (2,121)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)       2,130,456          963,613    257,593    866,852      42,398
Other                                           7,231            4,392        927      2,133        (221)
                                         ---------------------------------------------------------------
Increase from principal
     transactions                           2,320,900        1,168,451    268,833    840,405      43,211
                                         ---------------------------------------------------------------
 
Total increase in net assets                2,278,044        1,127,985    275,087    838,012      36,960
 
Net assets at beginning of year                     -                -          -          -           -
                                         ---------------------------------------------------------------
 
Net assets at end of year                  $2,278,044       $1,127,985   $275,087   $838,012     $36,960
                                         ===============================================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      128
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                 Statement of Changes in Net Assets (continued)     

    
                          Year Ended December 31, 1995     

    
<TABLE>
<CAPTION>
                                                                            FIDELITY
                                         ----------------------------------------------------------------------------
                                              TOTAL        ASSET                                MONEY
                                             FIDELITY     MANAGER     GROWTH     OVERSEAS      MARKET       INDEX 500
                                         ----------------------------------------------------------------------------
 
INCREASE IN NET ASSETS
<S>                                        <C>           <C>        <C>          <C>        <C>            <C> 
OPERATIONS
Net investment income (loss)               $    60,063   $   (257)  $   (3,373)  $ (2,080)  $     68,179   $   (2,406)
Net realized gains (losses) on
     investments                                28,840        632       13,932      2,684              -       11,592
Net unrealized gains (losses) on
     investments                               102,924      6,607      (11,822)    28,250              -       79,889
                                         ----------------------------------------------------------------------------
Increase (decrease) in net assets from
     operations                                191,827      6,982       (1,263)    28,854         68,179       89,075
                                         ----------------------------------------------------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                                12,996,026     18,939       37,113     24,037     12,848,110       67,827
Cost of insurance and administrative
     expenses                                 (327,795)    (5,716)     (45,365)   (17,969)      (242,041)     (16,704)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)       (7,368,518)   107,141    1,355,450    935,792    (10,830,183)   1,063,282
Other                                            5,062        145          173        (16)         4,218          542
                                         ----------------------------------------------------------------------------
Increase from principal
     transactions                            5,304,775    120,509    1,347,371    941,844      1,780,104    1,114,947
                                         ----------------------------------------------------------------------------
 
Total increase in net assets                 5,496,602    127,491    1,346,108    970,698      1,848,283    1,204,022
 
Net assets at beginning of year                 32,041          -            -          -         32,041            -
                                         ----------------------------------------------------------------------------
 
Net assets at end of year                  $ 5,528,643   $127,491   $1,346,108   $970,698   $  1,880,324   $1,204,022
                                         ============================================================================
</TABLE>
     

    
See accompanying notes.     

    
________________________________________________________________________________
                                      129
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                Statement of Changes in Net Assets (continued)     

    
                         Year Ended December 31, 1995     

    
<TABLE>
<CAPTION>
                                                                    INVESCO
                                         -----------------------------------------------------------
                                             TOTAL      TOTAL     INDUSTRIAL
                                            INVESCO    RETURN      INCOME     HIGH YIELD   UTILITIES
                                         -----------------------------------------------------------
<S>                                        <C>        <C>         <C>         <C>          <C> 
INCREASE IN NET ASSETS
 
OPERATIONS
Net investment income (loss)               $ 53,712   $  2,850     $  8,653     $ 42,118     $    91
Net realized gains (losses) on
     investments                              4,788      2,380        1,156        1,237          15
Net unrealized gains (losses) on
     investments                             (6,574)     2,264       12,495      (22,224)        891
                                         -----------------------------------------------------------
Increase (decrease) in net assets from
     operations                              51,926      7,494       22,304       21,131         997
                                         -----------------------------------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                                 28,034      3,844       12,548        8,941       2,701
Cost of insurance and administrative
     expenses                               (17,857)    (4,401)      (5,390)      (6,776)     (1,290)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)       915,744    145,676      230,040      522,094      17,934
Other                                         1,179        950          137           85           7
                                         -----------------------------------------------------------
Increase from principal
     transactions                           927,100    146,069      237,335      524,344      19,352
                                         -----------------------------------------------------------
 
Total increase in net assets                979,026    153,563      259,639      545,475      20,349
 
Net assets at beginning of year                   -          -            -            -           -
                                         -----------------------------------------------------------
 
Net assets at end of year                  $979,026   $153,563     $259,639     $545,475     $20,349
                                         ===========================================================
</TABLE> 
     

    
See accompanying notes.     


________________________________________________________________________________
                                      130

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                Statement of Changes in Net Assets (continued)     

    
                         Year Ended December 31, 1995     

    
<TABLE>
<CAPTION>
                                                       VAN ECK
                                         ---------------------------------
                                                                  GOLD AND
                                            TOTAL    WORLDWIDE    NATURAL
                                           VAN ECK    BALANCED   RESOURCES
                                         ---------------------------------
<S>                                        <C>       <C>         <C> 
INCREASE IN NET ASSETS
 
OPERATIONS
Net investment income (loss)               $   229     $   245     $   (16)
Net realized gains (losses) on
     investments                               358          (5)        363
Net unrealized gains (losses) on
     investments                               519         (62)        581
                                         ---------------------------------
Increase (decrease) in net assets from
     operations                              1,106         178         928
                                         ---------------------------------
 
CHANGES FROM PRINCIPAL
     TRANSACTIONS
Net premiums                                10,265       6,352       3,913
Cost of insurance and administrative
     expenses                               (3,364)     (2,360)     (1,004)
Net transfers among divisions
     (including the guaranteed interest
     division in the general account)       87,069      72,661      14,408
Other                                          (10)        (19)          9
                                         ---------------------------------
Increase from principal
     transactions                           93,960      76,634      17,326
                                         ---------------------------------
 
Total increase in net assets                95,066      76,812      18,254
 
Net assets at beginning of year                  -           -           -
                                         ---------------------------------
 
Net assets at end of year                  $95,066     $76,812     $18,254
                                         =================================
</TABLE> 
     

    
See accompanying notes.     


________________________________________________________________________________
                                      131

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                         Notes to Financial Statements     

    
                               December 31, 1996     

    
NOTE A. ORGANIZATION     

    
Security Life Separate Account L1 (the "Separate Account") was established by
resolution of the Board of Directors of Security Life of Denver Insurance
Company (the "Company") on November 3, 1993.  The Separate Account is organized
as a unit investment trust registered with the Securities and Exchange
Commission under the Investment Company Act of 1940.     

    
The Separate Account supports the operations of the FirstLine and Strategic
Advantage Variable Universal Life ("FirstLine and Strategic Advantage") policies
offered by the Company.  The Separate Account may be used to support other
variable life policies as they are offered by the Company.  The assets of the
Separate Account are the property of the Company.  However, the portion of the
Separate Account's assets attributable to the policies will not be chargeable
with liabilities arising out of any other operations of the Company.     

    
The Separate Account currently consists of nineteen investment divisions
available to the policyholders, each of which invests in an independently
managed mutual fund portfolio ("Fund").  The Funds are as follows:     

    
PORTFOLIO MANAGERS/PORTFOLIOS (FUNDS)     

    
<TABLE> 
<S>  <C> 
Neuberger & Berman (N&B)
     Neuberger & Berman Limited Maturity Bond Portfolio
     Neuberger & Berman Growth Portfolio
     Neuberger & Berman Government Income Portfolio
     Neuberger & Berman Partners Portfolio
</TABLE> 
     


________________________________________________________________________________
                                      132

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                   Notes to Financial Statements (continued)     

    
NOTE A. ORGANIZATION (CONTINUED)     

    
<TABLE> 
<S>  <C> 
Fred Alger Management, Inc.   (Alger)
     Alger American Small Capitalization Portfolio
     Alger American MidCap Growth Portfolio
     Alger American Growth Portfolio
     Alger American Leveraged AllCap Portfolio
</TABLE> 
     

    
<TABLE> 
<S>  <C> 
Fidelity Management & Research Company (Fidelity)
     Fidelity Investments VIP II Asset Manager Portfolio
     Fidelity Investments VIP Growth Portfolio
     Fidelity Investments VIP Overseas Portfolio
     Fidelity Investments VIP Money Market Portfolio
     Fidelity Investments VIP II Index 500 Portfolio
</TABLE> 
     

    
<TABLE> 
<S>  <C> 
INVESCO Funds Group, Inc. (INVESCO)
     INVESCO VIF Total Return Portfolio
     INVESCO VIF Industrial Income Portfolio
     INVESCO VIF High Yield Portfolio
     INVESCO VIF Utilities Portfolio
</TABLE> 
     

    
<TABLE> 
<S>  <C>     
Van Eck Investment Trust (Van Eck)
     Van Eck Worldwide Balanced Portfolio
     Van Eck Gold and Natural Resources Portfolio
</TABLE> 
     

    
The FirstLine and Strategic Advantage policies allow the policyholders to
specify the allocation of their net premium to the various Funds.  They can also
transfer their account values among the Funds.  The FirstLine and Strategic
Advantage products also provide the policyholders the option to allocate their
net premiums, or to transfer their account values, to a Guaranteed Interest
Division (GID) in the Company's general account.  The GID guarantees a rate of
interest to the policyholder, and it is not variable in nature.  Therefore, it
is not included in these Separate Account statements.     

    
Effective May 1, 1997, the Divisions of the Separate Account investing in the
Neuberger & Berman Government Income Portfolio and the Van Eck Worldwide
Balanced Fund will no longer be accepting new investments.     


________________________________________________________________________________
                                      133

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                   Notes to Financial Statements (continued)     

    
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES     

    
The accompanying financial statements of the Separate Account have been prepared
on the basis of generally accepted accounting principles.  The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results could differ
from those estimates.     

    
The accounting principles followed by the Separate Account and the methods of
applying those principles are presented below or in the footnotes which 
follow:     

    
INVESTMENT VALUATION--The investments in shares of the Funds are valued at the
closing net asset value (market value) per share as determined by the Funds on
the day of measurement.     

    
INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME--The investments in shares
of the Funds are accounted for on the date the order to buy or sell is
confirmed.  Dividend income and distributions of capital gains are recorded on
the ex-dividend date.  Realized gains and losses from security transactions are
reported using the first-in-first-out (FIFO) method of accounting for cost. The
difference between cost and current market value of investments owned on the day
of measurement is recorded as unrealized gain or loss on investment.     

    
VALUATION PERIOD DEDUCTIONS--Charges are made directly against the assets of the
Separate Account divisions and are reflected daily in the computation of the
unit values of the divisions.     

    
For FirstLine and Strategic Advantage policies, a daily deduction, at an annual
rate of .75% of the daily asset value of the Separate Account divisions is
charged to the Separate Account for mortality and expense risks assumed by the
Company.  Total mortality and expense charges for the year ended December 31,
1996 were $241,127.     


________________________________________________________________________________
                                      134

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                   Notes to Financial Statements (continued)     

    
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     

    
POLICYHOLDER RESERVES--Policyholder reserves are recorded in the Separate
Account at the aggregate account values of the policyholders invested in the
Separate Account divisions.  To the extent that benefits to be paid to the
policyholders exceed their account values, the Company will contribute
additional funds to the benefit proceeds.     

    
NOTE C. INVESTMENTS     

    
Fund shares are purchased at net asset value with net premiums (premium
payments, less sales and tax loads charged by the Company) and divisional
transfers from other divisions.  Fund shares are redeemed for the payment of
benefits, for surrenders, for transfers to other divisions, and for charges by
the Company for certain cost of insurance and administrative charges.  The cost
of insurance and administrative charges were $2,843,666 for the year ended
December 31, 1996.  Distributions made by the Funds are reinvested in the 
Funds.     


________________________________________________________________________________
                                      135

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     
    
                   Notes to Financial Statements (continued)     
    
NOTE C. INVESTMENTS (CONTINUED)     

    
The following is a summary of fund shares owned as of December 31, 1996:     

    
<TABLE>
<CAPTION>
                                          NUMBER      NET       VALUE
                                            OF       ASSET    OF SHARES     COST OF
                FUND                      SHARES     VALUE    AT MARKET     SHARES
- -------------------------------------------------------------------------------------
<S>                                    <C>           <C>     <C>          <C> 
Neuberger & Berman:
     Limited Maturity Bond               177,488.06  $14.05  $ 2,493,707  $ 2,468,473
     Growth                               69,729.59   25.78    1,797,629    1,734,496
     Government Income                   145,723.35   10.63    1,549,039    1,514,968
     Partners                            282,829.62   16.48    4,661,032    4,081,769
 
Fred Alger Management, Inc.:
     American Small Capitalization       109,518.40   40.91    4,480,399    4,479,487
     American MidCap Growth              108,136.97   21.35    2,308,724    2,215,923
     American Growth                     110,939.21   34.33    3,808,543    3,583,100
     American Leveraged AllCap            45,069.71   19.36      872,550      849,359
 
Fidelity Management & Research Co.:
     Asset Manager                        89,386.84   16.93    1,513,317    1,443,642
     Growth                              224,729.85   31.14    6,998,086    6,736,473
     Overseas                            226,456.08   18.84    4,266,432    3,999,654
     Money Market                      7,785,142.70    1.00    7,785,143    7,785,143
     Index 500                           114,727.97   89.13   10,225,704    8,984,680
 
INVESCO Funds Group, Inc.:
     Total Return                         63,713.18   13.21      841,651      828,431
     Industrial Income                    95,691.99   14.33    1,371,266    1,365,853
     High Yield                          114,747.49   11.78    1,351,726    1,427,352
     Utilities                            18,274.30   11.95      218,378      211,043
 
Van Eck Investment Trust:
     Worldwide Balanced                   29,433.17   11.14      327,886      308,605
     Gold and Natural Resources           15,931.07   16.72      266,367      257,094

                                                           -------------------------- 
Total                                                        $57,137,579  $54,275,545
                                                           ==========================
</TABLE>     

    
For the year ended December 31, 1996, the aggregate cost of purchases (plus 
reinvested dividends) and the proceeds from sales of investments were 
$71,906,031 and $31,000,056, respectively.     

________________________________________________________________________________
                                      136
    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                   Notes to Financial Statements (continued)     


    
NOTE D. OTHER POLICY DEDUCTIONS     

    
The FirstLine and Strategic Advantage products provide for certain deductions
for sales and tax loads from premium payments received from the policyholders
and for surrender charges and taxes from amounts paid to policyholders. Such
deductions are taken before the purchase of divisional units or after the
redemption of divisional units of the Separate Account.  Such deductions are not
included in the Separate Account financial statements.     

    
NOTE E. POLICY LOANS     

    
The FirstLine and Strategic Advantage policies allow the policyholders to borrow
against their policies by using them as collateral for a loan.  At the time they
borrow against their policies, an amount equal to the loan amount is transferred
from the Separate Account divisions to a Loan Division to secure the loan.  As
payments are made on the policy loan, amounts are transferred back from the Loan
Division to the Separate Account divisions. Interest is credited to the balance
in the Loan Division at a fixed rate.  The Loan Division is not variable in
nature and is not included in these Separate Account statements.     

    
NOTE F. FEDERAL INCOME TAXES     

    
The Separate Account is not taxed separately because the operations of the
Separate Account are part of the total operations of the Company.  The Company
is taxed as a life insurance company under the Internal Revenue Code. The
Separate Account is not taxed as a "Regulated Investment Company" under
subchapter "M" of the Internal Revenue Code.     

________________________________________________________________________________
                                      137
FirstLine
<PAGE>
 
    
                    Security Life Separate Account L1     

    
                Notes to Financial Statements (continued)     


    
NOTE G. SUMMARY OF CHANGES IN UNITS     

    
The following schedule summarizes the changes in divisional units for the year
ended December 31, 1996:     

    
<TABLE>
<CAPTION>
                                                                                      (DECREASE)
                                                                                        FOR COI
                                                                      INCREASE            AND
                                      OUTSTANDING     INCREASE       (DECREASE)     ADMINISTRATIVE   OUTSTANDING
                                      AT BEGINNING  FOR PAYMENTS   FOR DIVISIONAL     CHARGES AND      AT END
              DIVISION                  OF YEAR       RECEIVED        TRANSFERS       SURRENDERS       OF YEAR
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>            <C>              <C>              <C> 
Neuberger & Berman:
     Limited Maturity Bond             162,009.578     22,341.563      34,959.370         (584.620)  218,725.891
     Growth                             60,162.107     40,992.586      33,140.220         (726.930)  133,567.983
     Government Income                  77,187.706     30,340.987      35,590.000         (345.290)  142,773.403
     Partners                           73,535.288     52,840.719     150,615.480       (1,099.030)  275,892.457
 
Fred Alger Management, Inc.:
     American Small Capitalization      80,027.266     41,830.466     176,940.020       (1,724.430)  297,073.322
     American MidCap Growth             19,692.860     21,703.253     110,111.630       (1,027.270)  150,480.473
     American Growth                    69,805.233     79,036.444     135,021.170       (1,687.560)  282,175.287
     American Leveraged AllCap           2,494.731     14,117.529      37,093.470         (661.260)   53,044.470
 
Fidelity Management & Research Co:
     Asset Manager                      11,627.088     11,928.100     100,648.740         (295.760)  123,908.168
     Growth                            102,248.988     60,000.429     309,854.870       (1,818.620)  470,285.667
     Overseas                           93,906.733     36,170.266     239,414.430       (1,543.320)  367,948.109
     Money Market                      178,653.159  3,174,656.740  (2,593,671.600)      (5,930.330)  753,707.969
     Index 500                          91,903.027     43,453.963     507,578.000       (2,044.340)  640,890.650
 
INVESCO Funds Group, Inc.:
     Total Return                       12,602.664     11,847.269      40,812.090         (771.540)   64,490.483
     Industrial Income                  20,026.102     12,961.494      54,377.610         (329.850)   87,035.356
     High Yield                         45,708.358      5,929.679      57,717.210         (356.140)  108,999.107
     Utilities                           1,879.859      3,104.181      13,093.330          (68.880)   18,008.490
 
Van Eck Investment Trust:
     Worldwide Balanced                  7,739.274     10,375.993      12,036.370         (342.850)   29,808.787
    Gold and Natural Resources           1,765.913      4,573.270      15,683.750          (56.840)   21,966.093
</TABLE>
     

________________________________________________________________________________
                                      138

    
FirstLine     
<PAGE>
 
    
                    Security Life Separate Account L1     

    
                Notes to Financial Statements (continued)     


    
NOTE G. SUMMARY OF CHANGES IN UNITS (CONTINUED)     

    
The following schedule summarizes the changes in divisional units for the year
ended December 31, 1995:     

    
<TABLE>
<CAPTION>
                                                                                       (DECREASE)
                                                                      INCREASE          FOR COI
                                      OUTSTANDING     INCREASE       (DECREASE)           AND        OUTSTANDING
                                      AT BEGINNING  FOR PAYMENTS   FOR DIVISIONAL   ADMINISTRATIVE     AT END
              DIVISION                  OF YEAR       RECEIVED        TRANSFERS         CHARGES        OF YEAR
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>            <C>              <C>              <C> 
Neuberger & Berman:
     Limited Maturity Bond                   0.000        382.961     164,031.781       (2,405.164)  162,009.578
     Growth                                  0.000      1,107.568      60,922.448       (1,867.909)   60,162.107
     Government Income                       0.000      1,154.992      77,524.888       (1,492.174)   77,187.706
     Partners                                0.000        777.847      75,027.133       (2,269.692)   73,535.288
 
Fred Alger Management, Inc.:
     American Small Capitalization           0.000     15,032.912      66,694.332       (1,699.978)   80,027.266
     American MidCap Growth                  0.000      1,336.898      18,942.171         (586.209)   19,692.860
     American Growth                         0.000        795.728      72,142.081       (3,132.576)   69,805.233
     American Leveraged AllCap               0.000        217.078       2,424.066         (146.413)    2,494.731
 
Fidelity Management & Research Co:
     Asset Manager                           0.000      1,811.445      10,363.454         (547.811)   11,627.088
     Growth                                  0.000      2,796.390     102,856.769       (3,404.171)  102,248.988
     Overseas                                0.000      2,389.778      93,305.776       (1,788.821)   93,906.733
     Money Market                        3,200.637  1,244,243.280  (1,045,323.517)     (23,467.241)  178,653.159
     Index 500                               0.000      5,636.625      87,615.828       (1,349.426)   91,903.027
 
INVESCO Funds Group, Inc.:
     Total Return                            0.000        329.342      12,652.423         (379.101)   12,602.664
     Industrial Income                       0.000      1,040.189      19,427.874         (441.961)   20,026.102
     High Yield                              0.000        766.963      45,527.967         (586.572)   45,708.358
     Utilities                               0.000        261.166       1,744.166         (125.473)    1,879.859
 
Van Eck Investment Trust:
     Worldwide Balanced                      0.000        639.571       7,336.953         (237.250)    7,739.274
    Gold and Natural Resources               0.000        384.059       1,482.141         (100.287)    1,765.913
</TABLE>
     

________________________________________________________________________________
                                      139

    
FirstLine     
<PAGE>
 
    
                       Security Life Separate Account L1     

    
                   Notes to Financial Statements (continued)     


    
NOTE H. NET ASSETS     

    
Net assets at December 31, 1996 consisted of the following:     

    
<TABLE>
<CAPTION>
                                                                   ACCUMULATED       NET
                                                    ACCUMULATED   NET REALIZED    UNREALIZED
                                                     INVESTMENT       GAINS         GAINS
                                       PRINCIPAL       INCOME      (LOSSES) ON   (LOSSES) ON
              DIVISION                TRANSACTIONS     (LOSS)      INVESTMENTS   INVESTMENTS   NET ASSETS
- ----------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>            <C>           <C> 
Neuberger & Berman:
     Limited Maturity Bond             $ 2,365,476   $  109,528       $ (8,162)   $   25,234   $ 2,492,076
     Growth                              1,725,901       65,204        (18,524)       63,133     1,835,714
     Government Income                   1,483,474       24,172          6,596        34,072     1,548,314
     Partners                            3,920,042       31,950        131,986       579,264     4,663,242
 
Fred Alger Management, Inc.:
     American Small Capitalization       4,316,836      (13,285)        27,644           913     4,332,108
     American MidCap Growth              2,226,430        2,489         13,338        92,798     2,335,055
     American Growth                     3,545,535       18,780         24,420       225,443     3,814,178
     American Leveraged AllCap             839,227       (1,468)        13,799        23,190       874,748
 
Fidelity Management & Research Co:
     Asset Manager                       1,461,400        5,725          8,537        69,675     1,545,337
     Growth                              6,683,255       80,958         23,593       261,613     7,049,419
     Overseas                            3,962,517        8,914         36,919       266,779     4,275,129
     Money Market                        8,016,110      279,556              -             -     8,295,666
     Index 500                           8,785,136      150,280         57,624     1,241,024    10,234,064
 
INVESCO Funds Group, Inc.:
     Total Return                          805,870       24,733         30,644        13,220       874,467
     Industrial Income                   1,233,922       98,197         32,085         5,413     1,369,617
     High Yield                          1,346,523      150,437         84,067       (75,626)    1,505,401
     Utilities                             205,330        4,246          1,350         7,335       218,261
 
Van Eck Investment Trust:
     Worldwide Balanced                    306,435         (890)         2,979        19,281       327,805
     Gold and Natural Resources            246,886          563          9,504         9,273       266,226
                                    ----------------------------------------------------------------------
 
Total                                  $53,476,305   $1,040,089       $478,399    $2,862,034   $57,856,827
                                    ======================================================================
</TABLE>
     

________________________________________________________________________________
                                      140

    
FirstLine     
<PAGE>
 
    
APPENDIX A     

                   
                                Factors for the     

    
                         Cash Value Accumulation Test 


                          For a Life Insurance Policy     

    
                                 MALE NONSMOKER     

    
<TABLE>
<CAPTION>
 Attained           Attained          Attained          Attained
   Age      Factor    Age     Factor    Age     Factor    Age     Factor
 <S>        <C>     <C>       <C>     <C>       <C>     <C>       <C> 
  0         12.574        25   6.095        50   2.671        75   1.396
  1         12.681        26   5.904        51   2.589        76   1.372
  2         12.341        27   5.717        52   2.509        77   1.349
  3         11.996        28   5.533        53   2.433        78   1.328
  4         11.655        29   5.354        54   2.360        79   1.307
 
  5         11.316        30   5.179        55   2.290        80   1.288
  6         10.979        31   5.008        56   2.223        81   1.270
  7         10.644        32   4.843        57   2.159        82   1.253
  8         10.311        33   4.682        58   2.097        83   1.236
  9          9.982        34   4.527        59   2.038        84   1.221
 
  10         9.660        35   4.376        60   1.982        85   1.207
  11         9.345        36   4.231        61   1.928        86   1.195
  12         9.041        37   4.091        62   1.877        87   1.183
  13         8.750        38   3.955        63   1.828        88   1.172
  14         8.476        39   3.825        64   1.781        89   1.161
 
  15         8.218        40   3.699        65   1.736        90   1.151
  16         7.973        41   3.577        66   1.694        91   1.141
  17         7.740        42   3.461        67   1.654        92   1.131
  18         7.517        43   3.348        68   1.615        93   1.120
  19         7.301        44   3.240        69   1.579        94   1.109
 
  20         7.091        45   3.136        70   1.544        95   1.097
  21         6.886        46   3.036        71   1.511        96   1.083
  22         6.684        47   2.939        72   1.480        97   1.069
  23         6.484        48   2.847        73   1.450        98   1.054
  24         6.288        49   2.757        74   1.422        99   1.040
 
                                                             100   1.000
</TABLE>
     

    
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.     

________________________________________________________________________________
                                      141

    
FirstLine     
<PAGE>
 
    
APPENDIX A (CONT.)     

    
                                Factors for the     

    
                          Cash Value Accumulation Test     

    
                          For a Life Insurance Policy     

    
                                  MALE SMOKER     

    
<TABLE>
<CAPTION>
 Attained           Attained          Attained          Attained
   Age      Factor    Age     Factor    Age     Factor    Age     Factor
 <S>        <C>     <C>       <C>     <C>       <C>     <C>       <C> 
  0         10.511        25   4.963        50   2.267        75   1.330
  1         10.508        26   4.811        51   2.205        76   1.312
  2         10.203        27   4.661        52   2.145        77   1.295
  3          9.897        28   4.515        53   2.088        78   1.280
  4          9.597        29   4.371        54   2.034        79   1.265
 
  5          9.301        30   4.231        55   1.982        80   1.251
  6          9.007        31   4.094        56   1.933        81   1.238
  7          8.718        32   3.962        57   1.886        82   1.225
  8          8.433        33   3.834        58   1.841        83   1.213
  9          8.153        34   3.710        59   1.798        84   1.202
 
  10         7.879        35   3.590        60   1.757        85   1.191
  11         7.613        36   3.475        61   1.717        86   1.182
  12         7.356        37   3.363        62   1.680        87   1.173
  13         7.109        38   3.256        63   1.644        88   1.164
  14         6.876        39   3.153        64   1.610        89   1.155
 
  15         6.654        40   3.054        65   1.577        90   1.147
  16         6.456        41   2.959        66   1.547        91   1.138
  17         6.269        42   2.869        67   1.518        92   1.129
  18         6.091        43   2.782        68   1.490        93   1.120
  19         5.919        44   2.698        69   1.464        94   1.109
 
  20         5.752        45   2.619        70   1.438        95   1.097
  21         5.590        46   2.542        71   1.414        96   1.083
  22         5.430        47   2.469        72   1.391        97   1.069
  23         5.272        48   2.399        73   1.369        98   1.054
  24         5.117        49   2.331        74   1.349        99   1.040
 
                                                             100   1.000
</TABLE>
     

    
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.     

________________________________________________________________________________
                                      142

    
FirstLine     
<PAGE>
 
    
APPENDIX A (CONT.)     

    
                                Factors for the     

    
                          Cash Value Accumulation Test     

    
                          For a Life Insurance Policy     

    
                                FEMALE NONSMOKER     

    
<TABLE>
<CAPTION>
 Attained           Attained          Attained          Attained
   Age      Factor    Age     Factor    Age     Factor    Age     Factor
 <S>        <C>     <C>       <C>     <C>       <C>     <C>       <C> 
  0         14.687        25   6.861        50   3.013        75   1.493
  1         14.680        26   6.638        51   2.920        76   1.461
  2         14.279        27   6.421        52   2.831        77   1.430
  3         13.873        28   6.211        53   2.745        78   1.401
  4         13.471        29   6.007        54   2.662        79   1.373
 
  5         13.073        30   5.809        55   2.583        80   1.347
  6         12.682        31   5.618        56   2.507        81   1.322
  7         12.294        32   5.432        57   2.433        82   1.299
  8         11.915        33   5.252        58   2.362        83   1.278
  9         11.541        34   5.078        59   2.293        84   1.257
 
  10        11.175        35   4.910        60   2.226        85   1.239
  11        10.817        36   4.747        61   2.162        86   1.221
  12        10.469        37   4.590        62   2.100        87   1.205
  13        10.132        38   4.439        63   2.040        88   1.190
  14         9.807        39   4.294        64   1.983        89   1.176
 
  15         9.494        40   4.154        65   1.928        90   1.163
  16         9.192        41   4.019        66   1.876        91   1.150
  17         8.899        42   3.890        67   1.826        92   1.137
  18         8.617        43   3.765        68   1.778        93   1.125
  19         8.344        44   3.645        69   1.732        94   1.112
 
  20         8.078        45   3.530        70   1.688        95   1.098
  21         7.821        46   3.419        71   1.645        96   1.084
  22         7.571        47   3.312        72   1.604        97   1.069
  23         7.327        48   3.208        73   1.565        98   1.054
  24         7.091        49   3.109        74   1.528        99   1.040
 
                                                             100   1.000
</TABLE>
     

     
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.     

________________________________________________________________________________
                                      143

    
FirstLine     
<PAGE>
 
    
APPENDIX A (CONT.)     

    
                                Factors for the     

    
                          Cash Value Accumulation Test     

    
                          For a Life Insurance Policy     

    
                                 FEMALE SMOKER     

    
<TABLE>
<CAPTION>
 Attained           Attained          Attained          Attained
   Age      Factor    Age     Factor    Age     Factor    Age     Factor
 <S>        <C>     <C>       <C>     <C>       <C>     <C>       <C> 
  0         13.162        25   6.032        50   2.728        75   1.451
  1         13.099        26   5.836        51   2.651        76   1.423
  2         12.723        27   5.647        52   2.578        77   1.396
  3         12.346        28   5.463        53   2.507        78   1.371
  4         11.974        29   5.285        54   2.438        79   1.347
 
  5         11.608        30   5.113        55   2.373        80   1.325
  6         11.248        31   4.946        56   2.310        81   1.303
  7         10.894        32   4.785        57   2.249        82   1.283
  8         10.547        33   4.629        58   2.190        83   1.263
  9         10.207        34   4.478        59   2.132        84   1.246
 
  10         9.874        35   4.332        60   2.076        85   1.229
  11         9.550        36   4.192        61   2.022        86   1.214
  12         9.234        37   4.056        62   1.969        87   1.199
  13         8.930        38   3.926        63   1.919        88   1.186
  14         8.636        39   3.801        64   1.870        89   1.173
 
  15         8.352        40   3.682        65   1.824        90   1.161
  16         8.085        41   3.568        66   1.780        91   1.149
  17         7.826        42   3.459        67   1.738        92   1.137
  18         7.577        43   3.354        68   1.697        93   1.125
  19         7.336        44   3.254        69   1.658        94   1.112
 
  20         7.102        45   3.158        70   1.620        95   1.098
  21         6.876        46   3.065        71   1.583        96   1.084
  22         6.655        47   2.976        72   1.547        97   1.069
  23         6.441        48   2.890        73   1.513        98   1.054
  24         6.234        49   2.808        74   1.481        99   1.040
 
                                                             100   1.000
</TABLE>
     

    
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.     

________________________________________________________________________________
                                      144

    
FirstLine     
<PAGE>
 
    
APPENDIX A (CONT.)     

    
                                Factors for the     

    
                          Cash Value Accumulation Test     

    
                          For a Life Insurance Policy     

    
                               UNISEX 1 NONSMOKER     

    
<TABLE>
<CAPTION>
 Attained           Attained          Attained          Attained
    Age      Factor    Age     Factor    Age     Factor    Age     Factor
 <S>         <C>     <C>       <C>     <C>       <C>     <C>       <C>
  0         12.574        25   6.095        50   2.671        75   1.396
  1         12.681        26   5.904        51   2.589        76   1.372
  2         12.341        27   5.717        52   2.509        77   1.349
  3         11.996        28   5.533        53   2.433        78   1.328
  4         11.655        29   5.354        54   2.360        79   1.307
 
  5         11.316        30   5.179        55   2.290        80   1.288
  6         10.979        31   5.008        56   2.223        81   1.270
  7         10.644        32   4.843        57   2.159        82   1.253
  8         10.311        33   4.682        58   2.097        83   1.236
  9          9.982        34   4.527        59   2.038        84   1.221
 
  10         9.660        35   4.376        60   1.982        85   1.207
  11         9.345        36   4.231        61   1.928        86   1.195
  12         9.041        37   4.091        62   1.877        87   1.183
  13         8.750        38   3.955        63   1.828        88   1.172
  14         8.476        39   3.825        64   1.781        89   1.161
 
  15         8.218        40   3.699        65   1.736        90   1.151
  16         7.973        41   3.577        66   1.694        91   1.141
  17         7.740        42   3.461        67   1.654        92   1.131
  18         7.517        43   3.348        68   1.615        93   1.120
  19         7.301        44   3.240        69   1.579        94   1.109
 
  20         7.091        45   3.136        70   1.544        95   1.097
  21         6.886        46   3.036        71   1.511        96   1.083
  22         6.684        47   2.939        72   1.480        97   1.069
  23         6.484        48   2.847        73   1.450        98   1.054
  24         6.288        49   2.757        74   1.422        99   1.040
 
                                                             100   1.000
</TABLE>
     

    
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.     

________________________________________________________________________________
                                      145

    
FirstLine     
<PAGE>
 
    
APPENDIX A (CONT.)     

    
                                Factors for the     

    
                          Cash Value Accumulation Test     

    
                          For a Life Insurance Policy     

    
                                UNISEX 1 SMOKER     

    
<TABLE>
<CAPTION>
 Attained           Attained          Attained          Attained
   Age      Factor    Age     Factor    Age     Factor    Age     Factor
 <S>         <C>     <C>       <C>     <C>       <C>     <C>       <C>
  0         10.511        25   4.963        50   2.267        75   1.330
  1         10.508        26   4.811        51   2.205        76   1.312
  2         10.203        27   4.661        52   2.145        77   1.295
  3          9.897        28   4.515        53   2.088        78   1.280
  4          9.597        29   4.371        54   2.034        79   1.265
 
  5          9.301        30   4.231        55   1.982        80   1.251
  6          9.007        31   4.094        56   1.933        81   1.238
  7          8.718        32   3.962        57   1.886        82   1.225
  8          8.433        33   3.834        58   1.841        83   1.213
  9          8.153        34   3.710        59   1.798        84   1.202
 
  10         7.879        35   3.590        60   1.757        85   1.191
  11         7.613        36   3.475        61   1.717        86   1.182
  12         7.356        37   3.363        62   1.680        87   1.173
  13         7.109        38   3.256        63   1.644        88   1.164
  14         6.876        39   3.153        64   1.610        89   1.155
 
  15         6.654        40   3.054        65   1.577        90   1.147
  16         6.456        41   2.959        66   1.547        91   1.138
  17         6.269        42   2.869        67   1.518        92   1.129
  18         6.091        43   2.782        68   1.490        93   1.120
  19         5.919        44   2.698        69   1.464        94   1.109
 
  20         5.752        45   2.619        70   1.438        95   1.097
  21         5.590        46   2.542        71   1.414        96   1.083
  22         5.430        47   2.469        72   1.391        97   1.069
  23         5.272        48   2.399        73   1.369        98   1.054
  24         5.117        49   2.331        74   1.349        99   1.040
 
                                                             100   1.000
</TABLE>
     

    
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.     

________________________________________________________________________________
                                      146

    
FirstLine     
<PAGE>
 
    
APPENDIX A (CONT.)     

    
                                Factors for the
                          Cash Value Accumulation Test
                          For a Life Insurance Policy     

    
                               UNISEX 2 NONSMOKER     

    
<TABLE>
<CAPTION>
 Attained           Attained          Attained          Attained
   Age      Factor    Age     Factor    Age     Factor    Age     Factor
 <S>        <C>     <C>       <C>     <C>       <C>     <C>       <C> 
  0         12.943        25   6.234        50   2.733        75   1.418
  1         13.032        26   6.037        51   2.649        76   1.392
  2         12.683        27   5.845        52   2.568        77   1.368
  3         12.327        28   5.657        53   2.490        78   1.345
  4         11.975        29   5.473        54   2.415        79   1.323
 
  5         11.626        30   5.294        55   2.343        80   1.303
  6         11.278        31   5.120        56   2.275        81   1.283
  7         10.934        32   4.950        57   2.209        82   1.265
  8         10.593        33   4.786        58   2.146        83   1.247
  9         10.256        34   4.627        59   2.085        84   1.231
 
  10         9.926        35   4.474        60   2.027        85   1.216
  11         9.604        36   4.325        61   1.972        86   1.202
  12         9.292        37   4.182        62   1.918        87   1.190
  13         8.994        38   4.043        63   1.868        88   1.178
  14         8.710        39   3.910        64   1.819        89   1.166
 
  15         8.443        40   3.782        65   1.773        90   1.155
  16         8.188        41   3.658        66   1.729        91   1.144
  17         7.945        42   3.539        67   1.687        92   1.133
  18         7.712        43   3.424        68   1.647        93   1.122
  19         7.487        44   3.314        69   1.609        94   1.110
 
  20         7.267        45   3.208        70   1.573        95   1.097
  21         7.053        46   3.106        71   1.538        96   1.084
  22         6.843        47   3.007        72   1.506        97   1.069
  23         6.637        48   2.912        73   1.475        98   1.054
  24         6.433        49   2.821        74   1.445        99   1.040
 
                                                             100   1.000
</TABLE>
      

    
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.     
 
________________________________________________________________________________
                                      147
    
FirstLine     
<PAGE>
 
    
APPENDIX A (CONT.)     

    
                                Factors for the
                          Cash Value Accumulation Test
                          For a Life Insurance Policy     

    
                                UNISEX 2 SMOKER     


    
<TABLE>
<CAPTION>
 Attained           Attained          Attained          Attained
   Age      Factor    Age     Factor    Age     Factor    Age     Factor
 <S>        <C>     <C>       <C>     <C>       <C>     <C>       <C> 
  0         10.942        25   5.143        50   2.347        75   1.361
  1         10.931        26   4.984        51   2.282        76   1.341
  2         10.616        27   4.828        52   2.221        77   1.323
  3         10.298        28   4.675        53   2.162        78   1.306
  4          9.985        29   4.526        54   2.105        79   1.289
 
  5          9.677        30   4.380        55   2.052        80   1.274
  6          9.373        31   4.239        56   2.000        81   1.259
  7          9.072        32   4.102        57   1.951        82   1.244
  8          8.777        33   3.969        58   1.904        83   1.230
  9          8.487        34   3.841        59   1.859        84   1.217
 
  10         8.203        35   3.717        60   1.816        85   1.205
  11         7.927        36   3.597        61   1.774        86   1.194
  12         7.660        37   3.481        62   1.735        87   1.183
  13         7.405        38   3.371        63   1.697        88   1.173
  14         7.161        39   3.264        64   1.660        89   1.163
 
  15         6.930        40   3.162        65   1.626        90   1.153
  16         6.721        41   3.064        66   1.594        91   1.143
  17         6.523        42   2.970        67   1.563        92   1.133
  18         6.334        43   2.880        68   1.534        93   1.122
  19         6.152        44   2.794        69   1.505        94   1.110
 
  20         5.975        45   2.711        70   1.478        95   1.097
  21         5.803        46   2.632        71   1.452        96   1.084
  22         5.634        47   2.556        72   1.427        97   1.069
  23         5.468        48   2.484        73   1.404        98   1.054
  24         5.305        49   2.414        74   1.382        99   1.040
 
                                                             100   1.000
</TABLE>
     
 
    
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.     

________________________________________________________________________________
                                      148
    
FirstLine     
<PAGE>
 
    
APPENDIX B     

    
                                Factors for the
                   Guideline Premium/Cash Value Corridor Test
                          For a Life Insurance Policy     

    
<TABLE>
<CAPTION>
 Attained           Attained          Attained          Attained
   Age      Factor    Age     Factor    Age     Factor    Age     Factor
 <S>        <C>     <C>       <C>     <C>       <C>     <C>       <C> 
  0           2.50        25    2.50        50    1.85        75    1.05
  1           2.50        26    2.50        51    1.78        76    1.05
  2           2.50        27    2.50        52    1.71        77    1.05
  3           2.50        28    2.50        53    1.64        78    1.05
  4           2.50        29    2.50        54    1.57        79    1.05
 
  5           2.50        30    2.50        55    1.50        80    1.05
  6           2.50        31    2.50        56    1.46        81    1.05
  7           2.50        32    2.50        57    1.42        82    1.05
  8           2.50        33    2.50        58    1.38        83    1.05
  9           2.50        34    2.50        59    1.34        84    1.05
 
  10          2.50        35    2.50        60    1.30        85    1.05
  11          2.50        36    2.50        61    1.28        86    1.05
  12          2.50        37    2.50        62    1.26        87    1.05
  13          2.50        38    2.50        63    1.24        88    1.05
  14          2.50        39    2.50        64    1.22        89    1.05
 
  15          2.50        40    2.50        65    1.20        90    1.05
  16          2.50        41    2.43        66    1.19        91    1.04
  17          2.50        42    2.36        67    1.18        92    1.03
  18          2.50        43    2.29        68    1.17        93    1.02
  19          2.50        44    2.22        69    1.16        94    1.01
 
  20          2.50        45    2.15        70    1.15        95    1.00
  21          2.50        46    2.09        71    1.13        96    1.00
  22          2.50        47    2.03        72    1.11        97    1.00
  23          2.50        48    1.97        73    1.09        98    1.00
  24          2.50        49    1.91        74    1.07        99    1.00
 
                                                             100    1.00
</TABLE>
     

    
THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE
ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.     

________________________________________________________________________________
                                      149
    
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<PAGE>
 
     
APPENDIX C

PERFORMANCE INFORMATION

POLICY PERFORMANCE

The following hypothetical illustrations demonstrate how the actual investment
experience of each Division of the Variable Account affects the Cash Surrender
Value, Account Value and Death Benefit of a Policy. These hypothetical
illustrations are based on the actual historical return of each Portfolio as if
a Policy had been issued on the date indicated. Each Portfolio's Annual Total
Return is based on the total return calculated for each fiscal year. These
Annual Total Return figures reflect the Portfolio's management fees and other
operating expenses but do not reflect the Policy level or Variable Account asset
based charges and deductions, which if reflected, would result in lower total
return figures than those shown.

The illustrations are based on the payment of a $4,500 annual premium, paid at
the beginning of each year, for a hypothetical Policy with a $200,000 face
amount, the Cash Value Accumulation Test, death benefit Option 1, issued to a
standard, nonsmoker male, Age 45. In each case, it is assumed that all premiums
are allocated to the Division illustrated for the period shown. The benefits are
calculated for a specific date. The amount and timing of Premium Payments and
the use of other Policy features, such as Policy Loans, would affect individual
Policy benefits.

The amounts shown for the Cash Surrender Values, Account Values and Death
Benefits take into account the charges against premiums, current cost of
insurance and monthly deductions, the daily charge against the Variable Account
for mortality and expense risks, and each Portfolio's charges and expenses. See 
CHARGES, DEDUCTIONS AND REFUND, page 35. This prospectus also contains 
illustrations based on assumed rates of return. See ILLUSTRATIONS OF DEATH 
BENEFITS, ACCOUNT VALUES, SURRENDER VALUES AND ACCUMULATED PREMIUMS, page 52.


________________________________________________________________________________
                                      150
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<PAGE>
 
     
                           HYPOTHETICAL ILLUSTRATIONS

<TABLE>
<CAPTION>
Nonsmoker Male Age 45                                                    Cash Value Accumulation Test
Standard Risk Class                                                            Death Benefit Option 1
Stated Death Benefit $200,000                                                  Annual Premium $ 4,500
- -----------------------------------------------------------------------------------------------------
NEUBERGER & BERMAN AMT LIMITED MATURITY BOND PORTFOLIO

          Year               Annual Total        Cash Surrender       Account            Death
         Ended:                Return*               Value             Value            Benefit
       <S>                   <C>                   <C>                <C>             <C>
        12/31/87                 2.89%                  2,150           3,675           200,000
        12/31/88                 7.17%                  5,848           7,598           200,000
        12/31/89                10.77%                 10,053          12,028           200,000
        12/31/90                 8.32%                 14,398          16,598           200,000
        12/31/91                11.34%                 19,879          22,079           200,000
        12/31/92                 5.18%                 24,314          26,514           200,000
        12/31/93                 6.63%                 29,356          31,556           200,000
        12/31/94               (0.15)%                 32,577          34,502           200,000
        12/31/95                10.94%                 39,991          41,641           200,000
        12/31/96                 4.31%                 45,142          46,517           200,000

NEUBERGER & BERMAN AMT GOVERNMENT INCOME PORTFOLIO

          Year               Annual Total        Cash Surrender       Account            Death
         Ended:                Return*               Value             Value            Benefit
       <S>                   <C>                   <C>                <C>             <C>
        12/31/95                11.76%                  5,111           4,823           300,000
        12/31/96                 1.32%                  9,106           8,962           300,000

NEUBERGER & BERMAN AMT GROWTH  PORTFOLIO

          Year               Annual Total        Cash Surrender       Account            Death
         Ended:                Return*               Value             Value            Benefit
       <S>                   <C>                   <C>                <C>             <C>
        12/31/87               (4.89)%                  1,850           3,375           200,000
        12/31/88                25.97%                  6,872           8,622           200,000
        12/31/89                29.47%                 13,484          15,459           200,000
        12/31/90               (8.19)%                 14,945          17,145           200,000
        12/31/91                29.73%                 24,312          26,512           200,000
        12/31/92                 9.54%                 30,277          32,477           200,000
        12/31/93                 6.79%                 35,757          37,957           200,000
        12/31/94               (4.99)%                 36,949          38,874           200,000
        12/31/95                31.73%                 53,649          55,299           200,000
        12/31/96                 9.14%                 62,202          63,577           200,000

</TABLE>

The assumptions underlying these values are described in Performance 
Information, page 149.

* These Annual Total Return figures reflect the Portfolio's management fees and
  other operating expenses but do not reflect the Policy level or Variable
  Account asset based charges and deductions, which if reflected, would result
  in lower total return figures than those shown.
________________________________________________________________________________
                                      151
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<PAGE>
 
     
                     HYPOTHETICAL ILLUSTRATION (Continued)

<TABLE>
<CAPTION>
Nonsmoker Male Age 45                                                    Cash Value Accumulation Test
Standard Risk Class                                                            Death Benefit Option 1
Stated Death Benefit $200,000                                                  Annual Premium $ 4,500
- -----------------------------------------------------------------------------------------------------
NEUBERGER & BERMAN AMT PARTNERS PORTFOLIO

          Year              Annual Total        Cash Surrender    Account          Death
         Ended:               Return*               Value          Value          Benefit
        <S>                 <C>                   <C>           <C>              <C>
        12/31/95              36.47%                 3,450         4,975            200,000
        12/31/96              29.57%                 9,194        10,944            200,000

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
          Year              Annual Total        Cash Surrender    Account          Death
         Ended:               Return*               Value          Value          Benefit
        <S>                 <C>                   <C>           <C>              <C>
        12/31/89              64.48%                 4,540         6,065            200,000
        12/31/90               8.71%                 8,550        10,300            200,000
        12/31/91              57.54%                19,577        21,522            200,000
        12/31/92               3.55%                23,479        25,679            200,000
        12/31/93              13.28%                30,528        32,728            200,000
        12/31/94             (4.38)%                32,017        34,217            200,000
        12/31/95              44.31%                51,789        53,989            200,000
        12/31/96               4.18%                57,419        59,344            200,000

ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
          Year              Annual Total        Cash Surrender    Account          Death
         Ended:               Return*               Value          Value          Benefit
        <S>                 <C>                   <C>           <C>              <C>
        12/31/94             (1.54)%                 1.979         3,504            200,000
        12/31/95              44.45%                 8,382        10,132            200,000
        12/31/96              11.90%                13,006        14,981            200,000

ALGER AMERICAN GROWTH PORTFOLIO
          Year              Annual Total        Cash Surrender    Account          Death
         Ended:               Return*               Value          Value          Benefit
        <S>                 <C>                   <C>           <C>              <C>
        12/31/90               4.14%                 2,198         3,723            200,000
        12/31/91              40.39%                 8,392        10,142            200,000
        12/31/92              12.38%                13,083        15,058            200,000
        12/31/93              22.47%                20,322        22,522            200,000
        12/31/94               1.45%                23,870        26,070            200,000
        12/31/95              36.37%                37,756        39,956            200,000
        12/31/96              13.35%                46,579        48,779            200,000
</TABLE>
The assumptions underlying these values are described in Performance
Information, page 150.


* These Annual Total Return figures reflect the Portfolio's management fees and
  other operating expenses but do not reflect the Policy level or Variable
  Account asset based charges and deductions, which if reflected, would result
  in lower total return figures than those shown.

________________________________________________________________________________
                                      152
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<PAGE>
 
     
                     HYPOTHETICAL ILLUSTRATION (Continued)

<TABLE>
<CAPTION>
Nonsmoker Male Age 45                                                    Cash Value Accumulation Test
Standard Risk Class                                                            Death Benefit Option 1
Stated Death Benefit $200,000                                                  Annual Premium $ 4,500
- -----------------------------------------------------------------------------------------------------

ALGER AMERICAN LEVERAGED ALL CAP

         Year             Annual Total        Cash Surrender     Account             Death
        Ended:              Return*               Value           Value             Benefit
       <S>                 <C>                  <C>             <C>              <C>
        12/31/96            12.04%                2,503           4,028              200,000

FIDELITY VIP GROWTH PORTFOLIO

         Year             Annual Total        Cash Surrender     Account             Death
        Ended:              Return*               Value           Value             Benefit
       <S>                 <C>                  <C>             <C>              <C>
        12/31/87             3.66%                2,179           3,704              200,000
        12/31/88            15.58%                6,508           8,258              200,000
        12/31/89            31.51%               13,258          15,233              200,000
        12/31/90           (11.73)%              14,070          16,270              200,000
        12/31/91            45.51%               26,328          28,528              200,000
        12/31/92             9.32%               32,409          34,609              200,000
        12/31/93            19.37%               42,830          45,030              200,000
        12/31/94            (0.02)%              46,066          47,991              200,000
        12/31/95            35.36%               67,506          69,156              200,000
        12/31/96            14.71%               81,343          82,718              200,000

FIDELITY VIP OVERSEAS PORTFOLIO

         Year             Annual Total        Cash Surrender     Account             Death
        Ended:              Return*               Value           Value             Benefit
       <S>                 <C>                  <C>             <C>              <C>
        12/31/88             8.13%                2,352           3,877              200,000
        12/31/89            26.28%                7,526           9,276              200,000
        12/31/90            (1.67)%              10,295          12,270              200,000
        12/31/91             8.00%               14,609          16,809              200,000
        12/31/92           (10.72)%              15,604          17,804              200,000
        12/31/93            37.35%               26,724          28,924              200,000
        12/31/94             1.72%               30,324          32,524              200,000
        12/31/95             9.74%               37,108          39,033              200,000
        12/31/96            13.15%               45,949          47,599              200,000

</TABLE>
The assumptions underlying these values are described in Performance
Information, page 149.

* These Annual Total Return figures reflect the Portfolio's management fees and
  other operating expenses but do not reflect the Policy level or Variable
  Account asset based charges and deductions, which if reflected, would result
  in lower total return figures than those shown.
________________________________________________________________________________
                                      153
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<PAGE>
 
     
HYPOTHETICAL ILLUSTRATION (Continued

<TABLE>
<CAPTION>
Nonsmoker Male Age 45                                                    Cash Value Accumulation Test
Standard Risk Class                                                            Death Benefit Option 1
Stated Death Benefit $200,000                                                  Annual Premium $ 4,500
- -----------------------------------------------------------------------------------------------------

FIDELITY VIP MONEY MARKET PORTFOLIO

          Year           Annual Total  Cash Surrender   Account         Death
         Ended:            Return*         Value         Value         Benefit
       <S>                <C>            <C>            <C>            <C>
        12/31/87           6.44%           2,287         3,812         200,000
        12/31/88           7.39%           6,011         7,761         200,000
        12/31/89           9.12%          10,044        12,019         200,000
        12/31/90           8.04%          14,345        16,545         200,000
        12/31/91           6.09%          18,760        20,960         200,000
        12/31/92           3.90%          22,825        25,025         200,000
        12/31/93           3.23%          26,800        29,000         200,000
        12/31/94           4.25%          31,462        33,387         200,000
        12/31/95           5.87%          36,885        38,535         200,000
        12/31/96           5.41%          42,370        43,745         200,000

FIDELITY VIP II ASSET MANAGER PORTFOLIO

          Year           Annual Total  Cash Surrender   Account         Death
         Ended:            Return*         Value         Value         Benefit
       <S>                <C>            <C>            <C>            <C>
        12/31/90           6.72%           2,297         3,822         200,000
        12/31/91          22.56%           7,174         8,924         200,000
        12/31/92          11.71%          11,635        13,610         200,000
        12/31/93          21.23%          18,340        20,540         200,000
        12/31/94          (6.09)%         20,043        22,243         200,000
        12/31/95          16.96%          27,531        29,731         200,000
        12/31/96          14.60%          35,431        37,631         200,000

FIDELITY VIP II INDEX 500 PORTFOLIO

          Year           Annual Total  Cash Surrender   Account         Death
         Ended:            Return*         Value         Value         Benefit
       <S>                <C>            <C>            <C>            <C>
        12/31/93           9.74%           2,414         3,939         200,000
        12/31/94           1.04%           5,658         7,408         200,000
        12/31/95          37.19%          12,775        14,750         200,000
        12/31/96          22.82%          20,012        22,212         200,000

INVESCO VIF TOTAL RETURN PORTFOLIO

          Year           Annual Total  Cash Surrender   Account         Death
         Ended:            Return*         Value         Value         Benefit
       <S>                <C>            <C>            <C>            <C>
        12/31/95          22.79%           2,919         4,444         200,000
        12/31/96          12.18%           7,080         8,830         200,000
</TABLE>

The assumptions underlying these values are described in Performance
Information, page 149.


* These Annual Total Return figures reflect the Portfolio's management fees and
  other operating expenses but do not reflect the Policy level or Variable
  Account asset based charges and deductions, which if reflected, would result
  in lower total return figures than those shown.
________________________________________________________________________________
                                      154
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<PAGE>
 
     
HYPOTHETICAL ILLUSTRATION (Continued)

<TABLE>
<CAPTION>
Nonsmoker Male Age 45                                            Cash Value Accumulation Test
Standard Risk Class                                                    Death Benefit Option 1
Stated Death Benefit $200,000                                          Annual Premium $ 4,500
- ---------------------------------------------------------------------------------------------
INVESCO VIF INDUSTRIAL INCOME PORTFOLIO

          Year               Annual Total    Cash Surrender   Account          Death
         Ended:                 Return*           Value        Value          Benefit
       <S>                    <C>              <C>            <C>           <C>
        12/31/95                29.25%           3,169        4,694           200,000
        12/31/96                22.28%           8,215        9,965           200,000

INVESCO VIF HIGH YIELD PORTFOLIO

          Year               Annual Total    Cash Surrender   Account          Death
         Ended:                 Return*           Value        Value          Benefit
       <S>                    <C>              <C>            <C>           <C>
        12/31/95                19.76%           2,801        4,326           200,000
        12/31/96                16.59%           7,306        9,056           200,000

INVESCO VIF UTILITIES PORTFOLIO

          Year               Annual Total    Cash Surrender   Account          Death
         Ended:                 Return*           Value        Value          Benefit
       <S>                    <C>              <C>            <C>           <C>
        12/31/95                 9.08%           2,388        3,913           200,000
        12/31/96                12.76%           6,532        8,282           200,000

VAN ECK WORLDWIDE HARD ASSETS FUND (FORMERLY GOLD AND NATURAL RESOURCES FUND)

          Year               Annual Total    Cash Surrender   Account          Death
         Ended:                 Return*           Value        Value          Benefit
       <S>                    <C>              <C>            <C>           <C>
        12/31/91                (2.93)%          1,925        3,450           200,000
        12/31/92                (4.09)%          4,797        6,547           200,000
        12/31/93                64.83 %         14,436       16,441           200,000
        12/31/94                (4.78)%         16,501       18,701           200,000
        12/31/95                10.99 %         22,135       24,335           200,000
        12/31/96                18.04 %         30,272       32,472           200,000

VAN ECK WORLDWIDE BALANCED FUND

          Year               Annual Total    Cash Surrender   Account          Death
         Ended:                 Return*           Value        Value          Benefit
       <S>                    <C>              <C>            <C>           <C>
        12/31/95               (-0.10)%          4,561        4,274           300,000
        12/31/96                11.63 %          9,455        9,311           300,000

</TABLE>

The assumptions underlying these values are described in Performance
Information, page 149.

* These Annual Total Return figures reflect the Portfolio's management fees and
  other operating expenses but do not reflect the Policy level or Variable
  Account asset based charges and deductions, which if reflected, would result
  in lower total return figures than those shown.

________________________________________________________________________________
                                      155
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<PAGE>
 
                                    PART II

                          UNDERTAKING TO FILE REPORTS

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

                     UNDERTAKING REGARDING INDEMNIFICATION

    
Security Life of Denver's (the "corporation") Certificate of Incorporation and
bylaws provide that the corporation shall have every power and duty of
indemnification of directors, officers, employees and agents, without
limitation, provided by the laws of the state of Colorado.  Under Colorado law,
the corporation has the power to indemnify such persons against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with any threatened, pending or completed action,
suit or proceeding, if such person acted in good faith and in a manner which
that person reasonably believed to be in or not opposed to the best interest of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  In the case of actions by
or in the right of the corporation, such indemnification cannot be made where
such person is adjudged liable to the corporation, except pursuant to a court
order.  The corporation is required to indemnify directors, officers, employees
and agents against expenses actually and reasonably incurred in connection with
actions where such persons have been successful on the merits or otherwise in
defense of such actions.     

    
Consistent with applicable law, the corporation's bylaws provide as 
follows:     

    
Section 1.  Non-Derivation Actions   The Corporation shall indemnify any person
- ---------   -----------------------                                            
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the
corporation), by reason of the fact that he is or was a director, member of a
committee appointed by the Board of Directors, officer, salaried employee, or
fiduciary of the corporation or is or was serving at the request of the
corporation (whether or not as a representative of the corporation) as a
director, officer, employee, (for example, acting in a fiduciary capacity for
welfare benefit plans including but not limited to Employees' Retirement Plan,
Savings Incentive Plan, Group Medical Plan, Prescription Drug Program, Group
Term Life Insurance, Group Dental Plan, Travel Accident Plan or Deferred
Compensation Plan, et al.),  or fiduciary of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including attorney
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  The      

________________________________________________________________________________
                                     II-1
    
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<PAGE>
 
    
termination of any action, suit, or proceeding by judgment, order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in the best interest of the
corporation and, with respect to any original criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.     

    
     Section 2.  Derivative Actions  The corporation shall indemnify any person
     ---------   ------------------                                            
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, member of a committee appointed by the Board of Directors, officer,
salaried employee, or fiduciary of the corporation or is or was serving at the
request of the corporation (whether or not as a representative of the
corporation) as a director, officer, employee (for example, acting in a
fiduciary capacity for welfare benefit plans including but not limited to
Employee's Retirement Plan, Savings Incentive Plan, Group Medical Plan,
Prescription Drug Program, Group Term Life Insurance, Group Dental Plan, Travel
Accident Plan or Deferred Compensation Plan, et al.), or fiduciary of another
corporation, partnership, joint venture, trust, or other enterprise against
expenses (including attorney fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in the best interest of
the corporation; but no indemnification shall be made in respect of any claim,
issue, or matter as to which such person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such person has been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court in which
such action or suit was brought determines upon application that, despite the
adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.     

    
     Section 3.  Expenses  To the extent that a director, member of a committee
     ---------   --------                                                      
appointed by the Board of Directors, officer, salaried employee, or fiduciary of
the corporation shall be successful on the merits in defense of any action,
suit, or proceeding referred to in Section 1 or Section 2 of this Article VIII
or in defense of any claim, issue, or matter therein, he shall be indemnified by
the corporation against expenses (including attorney fees) actually and
reasonably incurred by him in connection therewith.     
 
    
     Section 4.  Authorization  An indemnification under Section 1 or Section 2
     ---------   -------------                                                 
of this Article VIII (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, member of a committee appointed by the Board of
Directors, officer, salaried employee, or fiduciary is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 1 or Section 2.  Such determination shall be made by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit, or proceeding, or, if such a quorum is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or by the Stockholder.     

    
     Section 5.  Advance Payment of Expenses  Expenses (including attorney fees)
     ---------   ---------------------------                                    
incurred in defending a civil or criminal action, suit, or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit, or proceeding as authorized in Section 4 of this Article VIII upon      

________________________________________________________________________________
                                     II-2
    
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<PAGE>
 
    
receipt of an undertaking by or on behalf of the director, member of a committee
appointed by the Board of Directors, officer, salaried employee, or fiduciary to
repay such amount unless it is ultimately determined that he is entitled to be
indemnified by the corporation as authorized in this Article VIII.     

    
     Section 6.  Non-Exclusivity and Continuance  The indemnification provided
     ---------   -------------------------------                              
by this Article VIII shall not be deemed exclusive of any other rights to which
any person indemnified may be entitled under the Articles of Incorporation, any
agreement, insurance policy, vote of the Stockholder or disinterested directors,
or otherwise, and any procedure provided for by any of the foregoing, both as to
action in his official capacity and as to action in another capacity while
holding such office.  Any indemnity otherwise payable under this Article VIII on
account of any specific loss or expense shall be reduced by the amount of any
insurance proceeds paid or payable to the person to be indemnified on account of
the same loss or expense if such insurance is provided by the corporation or any
of its affiliates.  The indemnification provided by this Article VIII shall
continue as to a person who has ceased to be a director, member of a committee
appointed by the Board of Directors, officer, salaried employee, or fiduciary
with regard to acts or omissions of such person occurring or alleged to have
occurred while the person was so engaged, and shall inure to the benefit of
heirs, executors, and administrators of such a person.     

    
     Section 7.  Application of this Article  The provisions of this Article
     ---------   ---------------------------                                
VIII shall apply to all actions, suits or proceedings described in Section 1 or
Section 2 arising or alleged to arise out of any acts or omissions on the part
of any person referred to in Section 1 or Section 2 occurring or alleged to
occur prior to the adoption of this Article VIII or at any time while it remains
in force.     

    
     Section 8.  Exclusions  No indemnification is provided under this Article
     ---------   ----------                                                   
VIII for unsalaried persons under contract with the corporation in sales
capacities such as General Agents, Agents and Brokers.  Except as expressly
provided in this Article VIII no indemnity is provided for persons performing
services to the corporation as independent contractors.     

    
     Insofar as indemnification for liability arising under the Securities Act
of 1933 ("Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.     

    
         UNDERTAKING REQUIRED BY SECTION 26(e)(2)(A) OF THE INVESTMENT
                        COMPANY ACT OF 1940, AS AMENDED     

    
Security Life of Denver Insurance Company represents that the fees and charges
deducted under the Policy, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred and the risks assumed by
the Company.    
________________________________________________________________________________
                                     II-3
    
FirstLine     
 
<PAGE>
 
                       CONTENTS OF REGISTRATION STATEMENT

        

This Registration Statement comprises the following papers and documents:

     The facing sheet.

     Cross-Reference table

     The prospectus.
     
        

     The undertaking to file reports.

     The undertaking regarding indemnification.

    
     The undertaking required by Section 26(e)12(A) of the Investment Company
     Act of 1940, as amended.    

     The signatures.

     Written consents of the following persons:
         
               Shirley A. Knarr (See Exhibits 6(a))     
               Ernst & Young LLP (See Exhibit 7)
 
________________________________________________________________________________
                                     II-4
    
FirstLine     
<PAGE>
 
          The following exhibits:

1.A.      (1)  Resolution of the Executive Committee of the Board of Directors
               of Security Life of Denver Insurance Company ("Security Life of
               Denver") authorizing the establishment of the Registrant. 1/
 
          (2)  Not applicable
 
          (3)  (a)  Security Life of Denver Distribution Agreement. 2/
 
               (b)  Specimen Broker/Dealer Supervisory and Selling Agreement for
                    Variable Contracts 3/, and Compensation Schedule. 1/

    
                    (i) Broker/Dealer Supervisory and Selling Agreement for
                        Variable Contracts with Paine Webber Incorporated     

               (c)  Commission Schedule for Policies 1/

          (4)  Not Applicable
    
          (5)  (a)  Specimen Variable Universal Life Insurance Policy (Form No.
                    1195 (VUL))     

    
                    (i)    Specimen Variable Universal Life Policy Issued in
                           Massachusetts. (Form No. 1195 (VUL)-MA-5/97)     
 
    
                    (ii)   Specimen Variable Universal Life Policy Issued in
                           Maryland. (Form No. 1195 (VUL)-MA-5/97)     

     
                    (iii)  Specimen Variable Universal Life Policy Issued in
                           Texas. (Form No. 1195 (VUL)-MA-5/97)     
     
               (b)  Adjustable Term Insurance Rider (Form No. R2000-3/96).     
 
          (6)  (a)  Security Life of Denver's Restated Articles of
                    Incorporation. 1/
 
              (b-g) Amendments to Articles of Incorporation through June 12,
                    1987. 2/
 
               (h)  Security Life of Denver's By-Laws. 1/
 
          (7)  Not Applicable
 

________________________________________________________________________________
                                     II-5

    
FirstLine     
<PAGE>
 
          (8)  (a)  Participation Agreements 3/ and Addendum to Sales Agreement.
                     1/
 
               (b)  Amendments to Participation Agreements. 1/
 
               (c)  Service Agreement. 1/
 
               (d)  Administrative Services Agreement between Security Life of
                    Denver and Financial Administrative Services Corporation. 2/
 
               (e)  Amendment to Administrative Services Agreement between
                    Security Life of Denver and Financial Administrative
                    Services Corporation. 4/
 
          (9)  Not Applicable
    
               (a)  Specimen Flexible Premium Variable Life Insurance
                    Application (Form No. Q-115). 1/     
    
               (b)  Specimen Flexible Premium Variable Life Insurance Guaranteed
                    Issue Application (Form No. Q-115695). 1/     
 
2.             Included as Exhibit 1.A(5) above.
 
3.             (a)  Opinion and Consent of Eugene L. Copeland as to securities
                    being registered. 5/

     
4.             Not Applicable     

5.             Not Applicable

     
6.             Opinion and Consent of Shirley A. Knarr.     

7.             Consent of Ernst & Young LLP 

     
8.             Powers of Attorney.     

    
     

     
9.             Financial Data Schedule     

________________________________________________________________________________
                                     II-6
    
FirstLine      

<PAGE>
 
_______________
 
1/   Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
     Form S-6 Registration Statement of Security Life of Denver Insurance
     Company and its Security Life Separate Account L1, filed with the
     Securities and Exchange Commission on August 4, 1995 (File No. 33-88148).
 
2/   Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
     Form N-4 Registration Statement of Security Life of Denver Insurance
     Company and its Security Life Separate Account A1, filed with the
     Securities and Exchange Commission on February 21, 1995 (File No. 33-
     72564).
 
3/   Incorporated herein by reference to Pre-Effective Amendment No. 2 to the
     Form S-6 Registration Statement of Security Life of Denver Insurance
     Company and its Security Life Separate Account L1, filed with the
     Securities and Exchange Commission on October 25, 1994 (File No. 33-74190)
 
4/   Incorporated herein by reference to Post-Effective Amendment No. 2 to the
     Form N-4 Registration Statement of Security Life of Denver Insurance
     Company and its Security Life Separate Account A1, filed with the
     Securities and Exchange Commission on April 28, 1995 (File No. 33-78444).
 
5/   Incorporated herein by reference to the Form S-6 Registration Statement of
     Security Life of Denver Insurance Company and its Security Life Separate
     Account L1, filed with the Securities and Exchange Commission on January
     14, 1994 (File No. 33-74190).
 
6/   Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
     Form S-6 Registration Statement of Security Life of Denver Insurance
     Company and its Security Life Separate Account L1, filed with the
     Securities and Exchange Commission on August 31, 1994 (File No. 33-74190).

    
     

________________________________________________________________________________
                                     II-7
    
FirstLine      
<PAGE>
 
    
                                SIGNATURES     

    
Pursuant to the requirements of the Securities Act of 1933, Security Life of
Denver Insurance Company and the Registrant, Security Life Separate Account L1,
certify that they meet the requirements of Securities Act Rule 485(b) for
effectiveness of Post-Effective Amendment No. 4 to the Registration Statement,
and have duly caused this Post-Effective Amendment No. 4 to the Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, and their seal to be hereunto fixed and attested, all in the City
and County of Denver and the State of Colorado on the 30th day of  April, 
1997.     

    
                         SECURITY LIFE OF DENVER INSURANCE COMPANY
                         (Depositor)     

    
                         BY:  /s/ Stephen M. Christopher
                              ______________________________
                              Stephen M. Christopher
                              President and Chief Operating Officer     

    
(Seal)     

    
ATTEST:     

    
/s/ Gary W. Waggoner
__________________________
Gary W. Waggoner     


    
                         SECURITY LIFE SEPARATE ACCOUNT L1
                         (Registrant)     
    
                    By:  SECURITY LIFE OF DENVER INSURANCE COMPANY
                         (Depositor)     

    
                    BY:  /s/ Stephen M. Christopher
                         _______________________________
                         Stephen M. Christopher
                         President and Chief Operating Officer     

    
(Seal)     

    
ATTEST:     

    
/s/ Gary W. Waggoner
_______________________
Gary W. Waggoner     
<PAGE>
 
    
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 4 to the Registration Statement has been signed below by the
following persons in the capacities with Security Life of Denver Insurance
Company and on the date indicated.     

    
PRINCIPAL EXECUTIVE OFFICERS:     

    
/s/ R. Glenn Hilliard
- ----------------------------------------------
R. Glenn Hilliard
Chief Executive Officer     

    
/s/ Stephen M. Christopher 
- ----------------------------------------------
Stephen M. Christopher
President and Chief Operating Officer     

    
PRINCIPAL FINANCIAL OFFICER     

   
/s/ Stephen J. Yarina 
- ----------------------------------------------
Stephen J. Yarina
Senior Vice President, Treasurer and Chief Financial Officer     

    
PRINCIPAL ACCOUNTING OFFICER

/s/ Stephen J. Yarina
- ----------------------------------------------
Stephen J. Yarina
Senior Vice President, Treasurer and Chief Financial Officer     

    
DIRECTORS:     

    
/s/ R. Glenn Hilliard (Chairman)*
- ----------------------------------------------
R. Glenn Hilliard     

    
/s/ Thomas F. Conroy*
- ----------------------------------------------
Thomas F. Conroy     

    
/s/ Michael W. Cunningham*
- ----------------------------------------------
Michael W. Cunningham     

    
/s/ Linda B. Emory*
- ----------------------------------------------
Linda B. Emory     

    
/s/ Stephen M. Christopher*
- ----------------------------------------------
Stephen M. Christopher     

    
     * By:           /s/ Edward K. Campbell
                     _______________________________
                     Edward K. Campbell
                     Attorney-in-Fact
                     April 29, 1997     

<PAGE>

    
                                 EXHIBIT INDEX     

Exhibit No.           Description of Exhibit
- -----------           ----------------------

1.A(1)                Resolution of the Executive Committee of the Board of 
                      Directors of Security Life of Denver Insurance Company 
                      ("Security Life of Denver") authorizing the establishment 
                      of the Registrant./1//

1.A(2)                Not Applicable.

1.A(3)(a)             Security Life of Denver Distribution Agreement./2//

1.A(3)(b)             Specimen Broker/Dealer Supervisory and Selling Agreement 
                      for Variable Contracts/3//, and Compensation Schedule./1//

1.A(3)(b)(i)          Broker/Dealer Supervisory and Selling Agreement for 
                      Variable Contracts with Paine Webber Incorporated.

1.A(3)(c)             Commission Schedule for Policies./1//

1.A.(4)               Not Applicable.

1.A(5)(a)             Specimen Variable Universal Life Insurance Policy (Form 
                      No. 1195)(VUL)).

1.A(5)(a)(i)          Specimen Variable Universal Life Insurance Policy issued 
                      in Maryland (Form No. 1195(VUL)-MD-5/97).


_________________________________________

/1//   Incorporated herein by reference to Pre-Effective Amendment No. 1 of the 
Form S-6 Registration Statement of Security Life of Denver Insurance Company and
its Security Life Separate Account L1, filed with the Securities and Exchange 
Commission on August 4, 1995 (File No. 33-88148).

/2//   Incorporated herein by reference to the Pre-Effective Amendment No. 1 of 
the Form N-4 Registration Statement of Security Life of Denver Insurance Company
and its Security Life Separate Account A1, filed with the Securities and 
Exchange Commission on February 21, 1995 (File No. 33-72564).

/3//   Incorporated herein by reference to Pre-Effective Amendment No. 2 of the
Form S-6 Registration Statement of Security Life of Denver Insurance Company and
its Security Life Separate Account A1, filed with the Securities and Exchange 
Commission on October 25, 1994 (File No. 33-74190).












<PAGE>
 
1.A(5)(a)(ii)          Specimen Variable Universal Life Insurance Policy issued 
                       in Massachusetts (Form No. 1195(VUL)-MA-5/97).

1.A(5)(a)(iii)         Specimen Variable Universal Life Insurance Policy issued 
                       in Texas (Form No. 1195(VUL)-TX-5/97).

1.A(5)(b)              Adjustable Term Insurance Rider (Form No. R2000-3/96).

1.A(6)(a)              Security Life of Denver's Restated Articles of 
                       Incorporation./1//

1.A(6)(b-g)            Amendments to Articles of Incorporation through June 12, 
                       1987./2//

1.A(6)(h)              Security Life of Denver's By-Laws./1//

1.A(7)                 Not Applicable.

1.A(8)(a)              Participation Agreements/3// and Addendum to Sales 
                       Agreement./1//

1.A(8)(b)              Amendments to Participation Agreements./1//

1.A(8)(c)              Service Agreement./1//

1.A(8)(d)              Administrative Services Agreement between Security Life 
                       of Denver and Financial Administrative Services 
                       Corporation./2//

1.A(8)(e)              Amendments to Administrative Services Agreement between 
                       Security Life of Denver and Financial Administrative 
                       Services Corporation./4//

1.A(9)                 Not Applicable.

1.A(9)(a)              Specimen Flexible Premium Variable Life Insurance 
                       Application (Form No. Q-115)./1//

1.A(9)(b)              Specimen Flexible Premium Variable Life Insurance 
                       Guaranteed Issue Application (Form No. Q-115695)./1//

2.                     Included as Exhibit 1.A(5) above.

_______________________________

/4//   Incorporated herein by reference to Post-Effective Amendment No.2 of the
Form N-4 Registration Statement of Security Life of Denver Insurance Company and
its Security Life Separate Account A1, filed with the Securities and Exchange 
Commission on April 28, 1995 (File No. 33-78444). 










 
<PAGE>
 
Exhibit No.         Description of Exhibit
- -----------         ----------------------

3(a).               Opinion and Consent of Eugene L. Copeland as to securities 
                    being registered./5//

4.                  Not Applicable.

5.                  Not Applicable.

6.                  Opinion and Consent of Shirley A. Knarr.

7.                  Consent of Ernst & Young LLP.

8.                  Powers of Attorney.
    
9.                  Financial Data Schedule. (Exhibit 27 for purposes for 
                    electronic filing)     



_____________________________

/5//    Incorporated herein by reference to the Form S-6 Registration Statement 
of Security Life of Denver Insurance Company and its Security Life Separate 
Account L1, filed with the Securities and Exchange Commission on January 14, 
1994 (File No. 33-74190).

<PAGE>

     
                                                       EXHIBIT 1.A(3)(b)(i)     

                BROKER-DEALER SUPERVISORY AND SELLING AGREEMENT
                            FOR VARIABLE CONTRACTS

    
This Broker-Dealer Supervisory and Selling Agreement (the "Agreement") is made
this 18th day of April, 1997, by and among the "INSURER" (either SECURITY LIFE
OF DENVER INSURANCE COMPANY "SECURITY LIFE" or FIRST ING LIFE INSURANCE COMPANY
OF NEW YORK "FIRST ING", whichever is the issuer of the Contracts), ING AMERICA
EQUITIES, INC. ("ING AMERICA EQUITIES"), a broker-dealer registered with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1934 (the
"1934 Act") and a member of the National Association of Securities Dealers, Inc.
("NASD"), PAINEWEBBER INCORPORATED ("SELLING BROKER-DEALER"), also a broker-
dealer registered with the SEC under the 1934 Act and a member of the NASD, and
any insurance AGENCY subsidiaries or affiliates ("AGENCY or AGENCIES") of
SELLING BROKER-DEALER, as listed on the signature pages of this Agreement.     

                                   RECITALS

     WHEREAS, the INSURER issues certain variable life insurance policies and
variable annuity contracts (the "Contracts") and offers for sale such Contracts
in accordance with federal securities laws and the applicable laws of those
states in which the Contracts have been qualified for sale; and

     WHEREAS, the INSURER has authorized ING AMERICA EQUITIES, as principal
underwriter and distributor of the Contracts, to enter into agreements, subject
to the consent of the INSURER, with SELLING BROKER-DEALERS and the AGENCIES for
the distribution of the Contracts; and

     WHEREAS, SELLING BROKER-DEALER and the AGENCIES wish to participate in the
distribution of the Contracts, which are deemed to be securities under the
Securities Act of 1933 (the "1933 Act"); and

     WHEREAS, SELLING BROKER-DEALER has registered representatives
("Representatives") who are also licensed and appointed as life insurance agents
of the INSURER, who will solicit and sell the Contracts; and

     WHEREAS, SELLING BROKER-DEALER proposes to undertake certain supervisory
and administrative obligations described below in connection with the
distribution of the Contracts; and

     WHEREAS, the INSURERS and ING AMERICA EQUITIES have entered into a
wholesaling or similar marketing support agreement with the broker-dealers
designated in Exhibit A, attached hereto and hereby incorporated herein by
reference (the "Marketing Support Broker-Dealer"), as such Exhibit A may be
amended from time to time, whereby Marketing Support 

                                       1
<PAGE>
 
Broker-Dealer has agreed to provide certain marketing, sales or administrative
support services to the registered representatives of the SELLING BROKER-DEALER
in support of SELLING BROKER-DEALER'S responsibilities hereunder in connection
with the offer and sale of the Contracts described herein.

                                  AGREEMENTS

     NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:

1.   RELATIONSHIP OF PARTIES.  The INSURER is the INSURER and issuer of
     -----------------------                                           
Contracts covered by this Agreement.  ING AMERICA EQUITIES is the principal
underwriter and distributor of the Contracts.  SELLING BROKER-DEALER represents
that it is a registered broker-dealer under the 1934 Act and a member of the
NASD.  The INSURER hereby appoints the AGENCIES under the insurance laws and the
INSURER and ING AMERICA EQUITIES authorize the SELLING BROKER-DEALER under the
securities laws to distribute the Contracts.  SELLING BROKER-DEALER agrees to
supervise the Representatives in connection with the distribution, solicitation
and sale of the Contracts and to perform other services as described below.

2.   AUTHORITY AND DUTIES OF SELLING BROKER-DEALER.  SELLING BROKER-DEALER
     ---------------------------------------------                        
agrees that it shall, at all times when performing its functions under this
Agreement, be registered as a securities broker-dealer with the SEC and will
maintain its membership with the NASD, and shall be licensed or registered as a
securities broker-dealer in the states that require such licensing or
registration in connection with supervision and other services pertaining to
Contract sales activities.  SELLING BROKER-DEALER shall distribute the Contracts
and agrees that it shall have all the attendant duties, responsibilities and
liabilities associated with that function, for compliance, supervision and
servicing purposes.  SELLING BROKER-DEALER agrees to use its best efforts from
time to time to find suitable purchasers for the Contracts.

     a)   SELECTION AND SUPERVISION OF REPRESENTATIVES.  SELLING BROKER-DEALER
          --------------------------------------------                        
shall select and employ Representatives and shall have full responsibility for
the training, supervision and control of such Representatives as contemplated by
Section 15(b)(4)(E) of the 1934 Act and applicable NASD Rules.  Such
Representatives shall be subject to the control of SELLING BROKER-DEALER with
respect to such persons' securities-regulated activities in connection with the
Contracts.  SELLING BROKER-DEALER shall cause such Representatives to be NASD
registered representatives and appropriately licensed with SELLING BROKER-DEALER
before such Representatives engage in the solicitation of applications for the
Contracts and shall cause such Representatives to limit solicitation of
applications for the Contracts to jurisdictions where such Representatives are
licensed and where the INSURER has authorized solicitations of its Contracts.
SELLING BROKER-DEALER agrees that it will permit only its Representatives who
are appointed with the INSURER to solicit and sell the Contracts.

                                       2
<PAGE>
 
          The INSURER and ING AMERICA EQUITIES shall not have any responsibility
for the supervision of any Representative or any other associated person or
affiliate of SELLING BROKER-DEALER.  If the act or omission of a Representative
or any other associated person or affiliate of SELLING BROKER-DEALER is the
proximate cause of any claim, damage or liability (including reasonable
attorneys' fees) to the INSURER or ING AMERICA EQUITIES, SELLING BROKER-DEALER
shall be entirely responsible and liable therefor.

     b)   NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE.  In the event a
          ----------------------------------------                 
Representative fails or refuses to submit to supervision of SELLING BROKER-
DEALER, ceases to be a Representative of SELLING BROKER-DEALER, or fails to meet
the rules and standards imposed by SELLING BROKER-DEALER on its Representatives,
SELLING BROKER-DEALER shall certify such fact to the INSURER in writing
immediately, and shall immediately notify such Representative that he or she is
no longer authorized to sell the Contracts.

     c)   COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
          -----------------------------------------------------------------
SECURITIES LAWS.  SELLING BROKER-DEALER shall fully comply with the requirements
- ---------------                                                                 
of the 1934 Act and all other applicable federal or state laws and with the
rules of the NASD and shall establish such rules and procedures as may be
necessary to cause reasonable supervision of the securities activities of
Representatives.  SELLING BROKER-DEALER agrees to maintain appropriate books,
records and supervisory procedures as are required by the SEC, NASD and other
regulatory agencies having jurisdiction.

     d)   PURCHASER SUITABILITY.  SELLING BROKER-DEALER shall be responsible for
          ---------------------                                                 
suitability and shall take reasonable steps to ensure that its Representatives
shall not make recommendations to applicants to purchase Contracts in the
absence of reasonable grounds to believe the purchase of each Contract is
suitable for the applicant. SELLING BROKER-DEALER shall promptly forward to the
INSURER'S Customer Service Center all applications, together with any payments
received with the applications, without deduction or reduction unless otherwise
agreed in writing.  The INSURER reserves the right to reject any Contract
application and return any payment made in connection with an application which
is rejected.  Unless otherwise agreed, Contracts issued on applications accepted
by the INSURER shall be forwarded to the Representative of SELLING BROKER-DEALER
for delivery to the Contract owner.

     e)   PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION.  ING AMERICA
          --------------------------------------------------              
EQUITIES shall provide SELLING BROKER-DEALER with prospectuses and any
supplements or amendments thereto, and the Statement of Additional Information
("SAI") describing the Contracts subject to this Agreement as required by law or
regulation.  The INSURER is responsible for maintaining in effect, in accordance
with the requirements of the SEC, each Registration Statement of which the
prospectus is part.  The INSURER shall immediately notify SELLING BROKER-DEALER
of the issuance of any stop order or any federal or state regulatory proceeding
which would prevent the sale of their respective Contracts in any state or
jurisdiction.  SELLING BROKER-DEALER shall ensure compliance with the prospectus
delivery 

                                       3
<PAGE>
 
requirements of the 1933 Act. SELLING BROKER-DEALER agrees to deliver a copy of
the SAI concurrently with a copy of the prospectus to all California Contract
applicants and to Contract applicants in other jurisdictions where such delivery
may be required so long as said SAI is delivered to Selling Broker-Dealer by
Insurer with written instructions on which states said SAI is required to
accompany the prospectus.

     f)   ADVERTISING AND SALES PROMOTION MATERIALS.  SELLING BROKER-DEALER
          -----------------------------------------                        
shall perform the selling functions required by this Agreement only in
accordance with the terms and conditions of the then current prospectus
applicable to the Contracts and shall make no representations not included in
the prospectus or in any authorized supplemental material, including
illustrations.  SELLING BROKER-DEALER warrants that only advertising and sales
materials, including illustrations, approved by the INSURER and ING AMERICA
EQUITIES will be used by its Representatives in the solicitation and sale of the
Contracts.

     g)   SECURING APPLICATION.  Each application for a Contract shall be made
          --------------------                                                
on an application form provided by the INSURER and all payments collected by
SELLING BROKER-DEALER or any of its Representatives shall be remitted promptly
in full, together with such application form and any other required
documentation directly to the INSURER at the address indicated on such
application or to such other address as may be Selling by the INSURER.  All such
payments and documents shall be the property of the INSURER.  SELLING BROKER-
DEALER shall review all such applications for completeness and for compliance
with the conditions herein including the suitability and prospectus delivery
requirements set forth above under Sections 2(d) and (e).  Check or money order
in payment of such Contracts should be made payable to the order of SECURITY
LIFE or FIRST ING, whichever is the issuer of the Contracts.  All applications
are subject to acceptance or rejection by the INSURER in its sole discretion.

3.   AUTHORITY AND DUTIES OF AGENCY.
     ------------------------------ 

     a.   RESPONSIBILITIES OF THE AGENCY.
          ------------------------------ 

          (i)  The AGENCY agrees to procure applications for the INSURER'S
Contracts.  Production must be through a duly authorized Marketing Support
Broker-Dealer, as set forth in Exhibit A, and the SELLING BROKER-DEALER and
subagents appointed by the AGENCY, who are duly appointed by the INSURER.
Insurer agrees to appoint such licensed agents determined to meet Insurer's
profile upon request of Agency.

          (ii) The AGENCY warrants that it and all of its subagents appointed
pursuant to this Agreement shall not solicit nor aid, directly or indirectly, in
the solicitation of any application for any Contract until they are fully
licensed by the proper authorities under the applicable insurance laws within
the applicable jurisdictions where the AGENCY and subagents propose to offer the
Contracts, where the INSURER is authorized to conduct business and where the
Contracts may be lawfully sold.

                                       4
<PAGE>
 
          (iii)  The AGENCY shall periodically provide the INSURER with a list
of all subagents appointed by the AGENCY and the jurisdictions where such
subagents are licensed to solicit sales of the Contracts.  The AGENCY shall
provide to the INSURER immediate notice of subagents terminating their
relationship with the AGENCY.  Upon such notice, the subagent's appointment with
the INSURER will be terminated and the subagent will no longer be authorized to
represent the INSURER.  The INSURER may thereafter recontract with such subagent
at the INSURER'S discretion.  The INSURER will make best efforts not to
recontract subagent before 60 days have passed.

          (iv)   The AGENCY shall prepare and transmit the appropriate
appointment forms to the INSURER. The INSURER may refuse for any reason to apply
for the appointment of a subagent and may cancel any existing appointment at any
time. Subagents will be the subject of a background check, conducted by, and at
the expense of, the INSURER. The AGENCY shall pay all fees to state insurance
regulatory authorities, all initial appointment and renewal fees in connection
with obtaining necessary licenses and authorizations for Agency and subagents to
solicit and sell the Contracts.

          (v)    The AGENCY shall supervise all subagents appointed pursuant to
this Agreement to solicit sales of the Contracts and bear responsibility for all
acts and omissions of each subagent.  The AGENCY shall comply with and exercise
all responsibilities required by applicable federal and state law and
regulations.  The AGENCY shall train and supervise its subagents to ensure that
purchase of a Contract is not recommended to an applicant in the absence of
reasonable grounds to believe the purchase of the Contract is suitable for that
applicant.  While not limited to the following, a determination of suitability
shall be based on information furnished to a subagent after reasonable inquiry
of such applicant concerning the applicant's insurance and investment
objectives, financial situation and needs, and the likelihood that the applicant
will continue to make any premium payments contemplated by the Contracts and
will keep the Contract in force.

          (vi)   The AGENCY and SELLING BROKER-DEALER hereby warrant and
represent that before a subagent is permitted to sell the Contracts, the AGENCY,
SELLING BROKER-DEALER and subagent shall upon request of Insurer, confirm in
writing that: (i) subagent is appointed a subagent of the AGENCY and a
Representative of SELLING BROKER-DEALER, (ii) subagent agrees that his or her
selling activities relating to the Contracts shall be under the supervision and
control of SELLING BROKER-DEALER; and (iii) that subagent's right to continue to
sell such Contracts is subject to his or her continued compliance with such
agreement and any procedures, rules or regulations implemented by SELLING 
BROKER-DEALER and the AGENCY.

                                       5
<PAGE>
 
          (vii)  The AGENCY agrees to treat money received or collected for the
INSURER as property held on behalf of the Insurer, and to remit such money
promptly in full, together with the application form and any other required
documentation, to the INSURER'S Customer Service Center at the address shown on
the application form for the Contract.  All such payment and documents shall be
the property of the INSURER as described in Section 4.

          (viii) The AGENCY agrees to adhere to the "cash with application"
requirements as set forth in the Insurer's rules and regulations, a copy of
which the AGENCY acknowledges it has received and Insurer acknowledges it has
delivered to Agency.  The AGENCY further agrees, when applicable, to provide the
proper form of interim coverage and inform the applicant of the specific
conditions of the coverage.

          (ix)   The AGENCY agrees to comply with the underwriting and issue
requirements of the INSURER and the applicable insurance laws and regulations of
the state or states in which the AGENCY operates.  Such laws and regulations
include, but are not limited to, those pertaining to client funds, privacy and
confidentiality, licensing, rebating, replacements, solicitation and
advertising.

          (x)    The AGENCY agrees to inform the INSURER of all material facts
of which the AGENCY is aware relating to insurance of insureds or proposed
insureds.

          (xi)   The AGENCY agrees to train and exercise general supervision
over subagents.

     b.   REJECTION OF SUBAGENT.
          --------------------- 

          The INSURER may refuse for any reason, by written notice to the
AGENCY, to permit any subagent the right to solicit applications for the sale of
any of the Contracts. Upon receipt of such notice, AGENCY immediately shall
cause such subagent to cease such solicitations of sales and cancel the
appointment of any subagent under this Agreement. In the event a subagent is no
longer appointed by AGENCY, such subagent's right to solicit applications for
the sale of any of the Contracts shall immediately cease.

     c.   LIMITATION OF AUTHORITY.
          ----------------------- 

          (i)  The AGENCY shall have no authority and agrees not to bind the
INSURER by any promise or agreement; incur any debt, expense, or liability
whatever in its name or account; or receive any money due or to become due to
the INSURER except first premiums on applications or Contracts and except where
the INSURER otherwise agrees in writing.

                                       6
<PAGE>
 
          (ii)   The AGENCY shall have no authority and agrees not to deliver
any policy or allow any policy to be delivered until the first premium has been
paid in full. No delivery shall take place if, after an inquiry, the AGENCY or
subagent is aware that any person proposed for insurance is not in the same
condition of health, habits, occupation and other facts as are represented in
the application.

          (iii)  The AGENCY shall have no authority and agrees not to make,
modify or discharge any Contract, or bind the INSURER by making any promises
respecting any Contract, except when authorized in writing to do so by an
authorized officer of the INSURER.

          (iv)   The AGENCY shall have no authority and agrees not to authorize
or allow a subagent to do any act prohibited under this contract.


     d.   GENERAL PROVISIONS.
          ------------------ 

          (i)    The AGENCY may not assign the rights to procure applications or
be relieved of the obligations of the AGENCY under this Agreement without the
INSURER'S prior written consent.

          (ii)   The AGENCY shall be solely responsible for hiring any staff the
AGENCY may desire and for maintaining office space and meeting necessary
expenses without reimbursement from the INSURER.

          (iii)  The AGENCY and its subagents shall be free to exercise
independent judgment as to the time, place and means of performing all acts
under this Agreement, and the relationship of the AGENCY and its subagents to
the INSURER shall be that of an independent contractor.  Nothing in this
Agreement shall be construed to create the relationship of employer and employee
between the AGENCY (or any of its subagents) and the INSURER.

          (iv)   The INSURER and the AGENCY recognize and respect each other's
interest in providing continuing service to those who purchase Contracts.  Each
party agrees to provide the others relevant information regarding the Contracts
on a reasonable basis, as done in the normal course of business.

          (v)    Failure of the AGENCY or the INSURER to insist upon strict
compliance with any of the conditions of this agreement shall not be construed
as a waiver of any such conditions.

          (vi)   No oral promises or representations shall be binding nor shall
this Agreement be modified except by agreement in writing, executed on behalf of
the INSURER and ING AMERICA EQUITIES by a duly authorized officer of each of
them.

                                       7
<PAGE>
 
          (vii)  This Agreement supersedes all previous contracts and agreements
between the AGENCY and the INSURER made for the procurement of variable
products; but it shall not affect any contract or agreement between the AGENCY
and the INSURER made for the procurement of non-variable insurance products, or
the economic obligations of either party on existing policies which exist under
any such previous or continuing contracts or agreements.

          (viii) The provisions under this Section shall survive any termination
of this Agreement.

          (ix)   The AGENCY hereby grants a limited Power of Attorney to the
SELLING BROKER-DEALER, to execute any amendments, modifications or waivers with
respect to this Agreement.

4.   PROPERTY OF INSURER.  All money payable in connection with any of the
     -------------------                                                  
Contracts, whether as premium, purchase payment or otherwise and whether paid by
or on behalf of any contract owner or anyone else having an interest in the
Contracts, is the property of the INSURER and shall be transmitted immediately
in accordance with the administrative procedures of the INSURER without any
deduction or offset for any reason including, but not limited to, any deduction
or offset for compensation claimed by SELLING BROKER-DEALER or the AGENCY.

5.   COMPENSATION.  While this Agreement is in force and on all business sold
     ------------                                                            
prior to termination for which Selling Broker-Dealer remains agent of record,
ING AMERICA EQUITIES shall arrange for payment to SELLING BROKER-DEALER of
compensation payable on sales of the Contracts solicited in accordance with the
compensation schedules attached hereto, as in effect at the time the Contract
premiums or purchase payments (both referred to as "Premiums") are received by
the INSURER.  Compensation to the AGENCY and the Representative or subagent for
Contracts solicited and sold by the Representative or subagent shall be governed
by an agreement between SELLING BROKER-DEALER and its Representative or
subagent, and to the extent deemed necessary by the SELLING BROKER-DEALER, by an
agreement between the SELLING BROKER-DEALER and the AGENCY.

     In the event a Contract is transferred to a new broker-dealer at the
request of Contract owner, all compensation earned and payable under such
Contract shall cease  In the event it is determined by any party for any reason
(other than a termination of this Agreement by INSURER or ING AMERICA EQUITIES
for "cause") that SELLING BROKER-DEALER will no longer sell new Contracts, the
Agreement will remain in effect solely to allow SELLING BROKER-DEALER to receive
compensation on premiums received in connection with Contracts which were either
in effect or for which application had been received prior to such termination
of new sales activities. SELLING BROKER-DEALER shall maintain all SEC, NASD and
applicable state securities and insurance registrations and licenses, to the
extent required in order to continue to receive such commissions, and all
parties hereto shall continue to comply with all applicable terms and conditions
of the Agreement after such termination.  If SELLING BROKER-DEALER does not

                                       8
<PAGE>
 
maintain such required registrations and licenses, is dissolved or liquidated,
does not comply with the applicable terms and conditions of the Agreement or if
the Agreement is otherwise terminated for cause, no further compensation will be
due to SELLING BROKER-DEALER.  However, SELLING BROKER-DEALER shall be entitled
to receive compensation for all new and additional premium payments which are in
process at the time of termination, and shall continue to be liable for any
charge-backs pursuant to the provisions of any Schedule hereto and for any other
amount advanced by or otherwise due the INSURER or ING AMERICA EQUITIES.

     SELLING BROKER-DEALER represents that no commissions or other compensation
based upon a percentage of premiums or based upon a percentage of assets or
other valuable consideration will be paid for services rendered in soliciting
the purchase of the Contracts by any person or entity which is not duly licensed
and registered by the required authority and appointed by the Insurer to sell
the Contracts in the state of such solicitation or sale;  provided, however,
that this representation shall not prohibit the payment of compensation to the
surviving spouse or other beneficiary of a person entitled to receive such
compensation pursuant to a bona fide written contract that calls for such
payment. SELLING BROKER-DEALER agrees that no compensation of any kind other
than described in this Section 5 of this Agreement is payable by the INSURER or
ING AMERICA EQUITIES to SELLING BROKER-DEALER unless otherwise agreed in
writing.

     The amount of compensation, if any, and its time of payment for
replacements, changes, conversions, exchanges, term renewals, term conversions,
premiums paid in advance, policies issued on a "guaranteed issue" basis, or
other special cases and programs, shall be governed by the INSURER'S
underwriting and administrative rules then in effect.

6.   TRAIL COMMISSIONS.  For any Contracts for which a trail commission is paid,
     ------------------                                                         
such commission shall be credited on an annualized basis.  Such commissions
shall be computed monthly as of the end of each policy month on the Contract's
Accumulated Value less policy debt.  The trail commission shall be payable as
specified in the applicable Compensation Schedule, on each Contract anniversary
at the end of the Contract year.  Trail commission shall be paid only if the
Contract is in force on the date the trail commission becomes payable.

7.   REFUND OF COMPENSATION.  No compensation shall be payable, and SELLING
     ----------------------                                                
BROKER-DEALER and AGENCY jointly and severally agree to reimburse ING AMERICA
EQUITIES promptly, and in any event within 30 days, for any compensation paid to
SELLING BROKER-DEALER or its Representatives under each of the following
conditions: a) if the INSURER, in its sole discretion, determines not to issue
the Contract applied for; b) if the INSURER refunds the premiums or purchase
payments upon the applicant's surrender or withdrawal pursuant to any "free-
look" privilege;  c) if the INSURER refunds the premiums or purchase payments
paid by applicant as a result of a complaint by applicant, recognizing that the
Insurer has sole reasonable discretion to refund premiums or purchase payments
after SELLING BROKER-DEALER has the opportunity to review and respond to the
complaint in a timely manner; d) if the INSURER determines that any 

                                       9
<PAGE>
 
person signing an application who is required to be licensed or any other person
or entity receiving compensation for soliciting purchase of the Contracts is not
duly licensed to sell the Contracts in the jurisdiction of such sale or
attempted sale; e) if a Contract is surrendered, lapsed or exchanged within six
months of the date it was issued by the INSURER; and f) as may be otherwise
provided in the Compensation Schedule.

8.   INDEBTEDNESS AND RIGHT OF SETOFF.  Nothing contained herein shall be
     --------------------------------                                    
construed as giving SELLING BROKER-DEALER or Representative the right to incur
any indebtedness on behalf of the INSURER or ING AMERICA EQUITIES.  SELLING
BROKER-DEALER hereby authorizes the INSURER and ING AMERICA EQUITIES to set off
liabilities, however created, of SELLING BROKER-DEALER and Representative to the
INSURER and ING AMERICA EQUITIES against any and all amounts otherwise payable
to SELLING BROKER-DEALER.  Adjustments for administrative transactions (i.e.
bounced check, free look, etc.) will be made routinely, as needed.  INSURER and
ING AMERICA EQUITIES agree to consult with SELLING BROKER-DEALER prior to
offsetting compensation for reasons other than normal administrative practice.

9.   TERMINATION.  This Agreement may not be assigned except by written mutual
     -----------                                                              
consent and shall continue for an indefinite term, subject to the termination by
any party upon ten-days' advance written notice to the other parties, except
that in the event ING AMERICA EQUITIES or SELLING BROKER-DEALER ceases to be a
registered broker-dealer or a member of the NASD, this Agreement shall
immediately terminate.  In addition, this Agreement may be terminated
immediately by the INSURER or ING AMERICA EQUITIES for cause.  For purposes of
this section 9, "cause" shall mean failure to return money to clients, where
appropriate, failure to account for any money received from or on behalf of the
INSURER, any fraud, misrepresentation or dishonesty in any relationship with the
INSURER or ING AMERICA EQUITIES, or any past, present or proposed client,
violation of any federal or state law or regulation, or violation of any of the
terms of this Agreement.  Upon its termination, all authorizations, rights and
obligations shall cease, except the agreements in Sections 3, 7, 8, 12 and 13
and the payment of any accrued but unpaid compensation to SELLING BROKER-DEALER
or refund of compensation due to ING AMERICA EQUITIES and the INSURER.

10.  NON-EMPLOYEE RELATIONSHIP.  For the purpose of compliance with any
     -------------------------                                         
applicable federal or state securities laws or regulations, SELLING BROKER-
DEALER acknowledges and agrees that in performing the services covered by this
Agreement, it is acting in the capacity of an independent "broker" or "dealer"
as defined in the By-Laws of the NASD and not as an agent or employee of the
INSURER or ING AMERICA EQUITIES or any registered investment company. In
furtherance of its responsibilities as a broker or dealer, SELLING BROKER-DEALER
acknowledges that it is responsible for statutory and regulatory compliance in
securities transactions involving any business produced by its Representatives
concerning the Contracts.

11.  NON-EXCLUSIVITY.  SELLING BROKER-DEALER agrees that no territory or product
     ---------------                                                            
is assigned exclusively hereunder and that the INSURER and ING AMERICA EQUITIES
reserve the 

                                       10
<PAGE>
 
right in their discretion to enter into Selling Agreements with other broker-
dealers, and to contract with or establish one or more insurance agencies in any
jurisdiction in which SELLING BROKER-DEALER transacts business hereunder.

12.  CO-OPERATION IN INVESTIGATION.  SELLING BROKER-DEALER, AGENCY, ING AMERICA
     -----------------------------                                             
EQUITIES, and the INSURER jointly agree to cooperate fully in any insurance,
securities or other regulatory investigation or proceeding or judicial
proceeding arising in connection with any Contract. Without limiting the
foregoing:

     a.   SELLING BROKER-DEALER shall promptly notify the INSURER and ING
AMERICA EQUITIES of any customer complaint or notice of any regulatory authority
investigation or proceeding or judicial proceeding which it might receive with
respect to any Contract.

     b.   In the case of a substantive customer complaint, the parties shall
cooperate in investigating and responding to such complaint.  Any response shall
be sent to the other parties to this Agreement on a best efforts basis for
approval not less than five business days prior to its being sent to the
customer or regulatory authority, except that if a more prompt response is
required, the proposed response shall be communicated by telephone and facsimile
transmission.

13.  INDEMNIFICATION.
     --------------- 

     a.   The INSURER and ING AMERICA EQUITIES (referred to jointly in this
Section 13 as "SLD") agree to indemnify and hold harmless SELLING BROKER-DEALER
and AGENCIES (referred to jointly in this Section 13 as the "SELLING GROUP") and
such associated persons as its officers, directors, agents and employees,
against any losses, claims, damages or liabilities, joint or several, to which
SELLING GROUP or such associated persons may become subject under the 1933 Act,
the 1934 Act or other federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact required to be stated therein or
necessary to make the statements therein not misleading contained (i) in any
Registration Statement, any prospectus or any document executed by SLD
specifically for the purpose of qualifying a Contract for sale under the laws of
any jurisdiction or (ii) in any written information or sales material authorized
for and supplied or furnished to SELLING GROUP and its agents or representatives
by SLD, their employees or agents, in connection with the sale of the Contract.
SLD shall reimburse SELLING GROUP and each such associated person for legal or
other expenses reasonably incurred by SELLING GROUP or such associated person in
connection with investigating or defending any such loss, claim, damage,
liability or action.

     b.   The SELLING GROUP jointly and severally agree to indemnify and hold
harmless SLD, and their affiliates and such associated persons as their
officers, directors, agents and employees, against any losses, claims, damages
or liabilities to which SLD and any such 

                                       11
<PAGE>
 
associated person may become subject under the 1933 Act, the 1934 Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon:
 
          (i)    any unauthorized use of sales materials or any oral or written
misrepresentations or any unlawful sales practices concerning a Contract by the
SELLING GROUP, its officers, directors, employees, agents, Representatives or
associated persons; and

          (ii)   claims by agents or Representatives or employees of the SELLING
GROUP for commissions or other compensation or remuneration of any type; and

          (iii)  failure by agents, Representatives or employees of the SELLING
GROUP to comply with all applicable state insurance laws and regulations
including but not limited to state licensing requirements, rebate statutes and
replacement regulations, and the provisions of this Agreement; and

          (iv)   telephone instructions by a Representative to SLD in connection
with any Contracts.

          The SELLING GROUP shall reimburse SLD and any director, officer,
employee or agent for any legal or other expenses reasonably incurred by SLD or
such associated person in connection with investigating or defending any such
loss, claim, damage, liability or action. This indemnity provision shall be in
addition to any liability which the SELLING GROUP may otherwise have.

     c.   After a party entitled to indemnification receives notice of the
commencement of any action, if a claim in respect thereof is to be made against
any person obligated to provide indemnification, such indemnified party shall
notify the indemnifying party in writing of the commencement thereof as soon as
practicable thereafter.  However, the omission to so notify the indemnifying
party shall not relieve it from any liability except to the extent that the
omission results in a failure of actual notice to the indemnifying party, and
such indemnifying party is damaged solely as a result of the failure to give
such notice.

14.  FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE.  SELLING BROKER-DEALER
     ------------------------------------------------                        
shall secure and maintain, to the extent required by regulatory bodies from time
to time, any fidelity bond, errors and omissions insurance, surety bond and
other blanket bond requirements and will notify ING AMERICA EQUITIES immediately
in the event a determination is made to cancel, terminate or substantially
modify such coverages.

15.  NOTICES.  All notices to the INSURER or ING AMERICA EQUITIES should be
     -------                                                               
mailed to:

                    ING AMERICA EQUITIES, INC.
                    Attn: Chief Compliance Officer

                                       12
<PAGE>
 
                    1290 Broadway
                    Denver, CO 80203-5699

     All notices to SELLING BROKER-DEALER and AGENCIES shall be duly given if
mailed to:

                    PAINEWEBBER INCORPORATED
                    Attn: Product Director-Insurance
                    1200 Harbor Blvd - 4th Floor
                    Weehawken, NJ  07087

with a copy to:     PaineWebber, Inc.
                    Legal Dept - Product Group
                    1200 Harbor Blvd - 10th Floor
                    Weehawken, NJ  07087


16.  GOVERNING LAW AND VENUE.  This Agreement shall be governed by and construed
     -----------------------                                          
in accordance with the laws of the State of Colorado. The parties agree that any
and all disputes that arise from this agreement are subject exclusively to
arbitration under the rules of arbitration of the National Association of
Securities Dealers Registration, Inc., whose decision shall be final and binding
on the parties..

17.  AMENDMENT OF AGREEMENT.  The INSURER or ING AMERICA EQUITIES may amend this
     ----------------------                                          
Agreement, including any Schedules and Exhibits hereto, upon at least ten (10)
days' prior written notice to SELLING BROKER-DEALER. The submission of an
application for the Contracts by SELLING BROKER-DEALER after the effective date
of any such amendment shall constitute agreement to such amendment. Additional
AGENCIES may be added as parties to this Agreement at any time by a written
amendment signed by the INSURER, ING AMERICA EQUITIES, SELLING BROKER-DEALER and
such additional AGENCIES. All AGENCIES which are parties to this Agreement at
the time of such amendment hereby consent and agree in advance to the addition
of such additional AGENCIES.

18.  BINDING EFFECT.  This Agreement shall be binding on and shall inure to the
     --------------                                                            
benefit of the parties to it and their respective successors in interest.  If
any provision of the Agreement conflicts with any other provision, or if any
provision shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.

19.  EFFECTIVE DATE AND MERGER.  This Agreement shall be effective as of the
     -------------------------                                              
date it is fully executed by all parties.  This Agreement, including all
Exhibits and Schedules hereto, constitutes the entire Agreement between the
parties and supersedes in its entirety any and all previous agreements among the
parties with respect to the Contracts.

                                       13
<PAGE>
 
20.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed simultaneously
     --------------------------                                               
in two or more counterparts, each of which taken together will constitute one
and the same instrument.

21.  ADDENDUM TO CONTRACT.  This Addendum to Contract is incorporated into and
made a part of this Agreement.

                                       14
<PAGE>
 
In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby contract and
agree.


SECURITY LIFE OF DENVER               ING AMERICA EQUITIES, INC.
INSURANCE COMPANY

By:  /s/ Pamela Erbes                 By:  /s/ Martha K. Evans
     ----------------                      -------------------
 

Date:   April 9, 1997                 Date:  April 17, 1997
        -------------                        --------------

(or)

FIRST ING LIFE INSURANCE COMPANY
OF NEW YORK


By:  /s/ Stephen J. Yarina
     ---------------------
 
 
Date:   April 18, 1997
        --------------

 
PAINEWEBBER INCORPORATED              PWJC Insurance Sales Incorporated
                                      ----------------------------
SELLING BROKER-DEALER                 AGENCY
 
By:  /s/ Robert J. Bethoney           By:  /s/ Robert J. Bethoney
     -----------------------               -----------------------

    
Title:  Sr. Vice President            Title:  Sr. Vice President      
       ---------------------                 -------------------

Date:  April 7, 1997                  Date:  April 7, 1997
       -------------                         -------------

PWJC Sales Agency Incorporated        PaineWebber Insurance Sales (Arizona) 
- ----------------------------          ----------------------------
AGENCY                                AGENCY                     Incorporated
 
By:  /s/ Robert J. Bethoney           By:  /s/ Robert J.  Bethoney
     -----------------------               ------------------------
 
Title:  Senior Vice President         Title:  Senior Vice President
       ------------------------              ------------------------

Date:  April 7, 1977                  Date:  April 7, 1997
        -------------                        ------------- 

                                       15
<PAGE>
 
                                   EXHIBIT A
                                   ---------

                   LIST OF MARKETING SUPPORT BROKER-DEALERS
                   ----------------------------------------
                                        
The following broker-dealers (the "Marketing Support Broker-Dealers") have
entered into a wholesaling or similar marketing support agreement with INSURERS
and ING AMERICA EQUITIES and have agreed to provide certain marketing, sales or
administrative support services to the registered representatives of the SELLING
BROKER-DEALER.  The compensation percentages noted below indicate the respective
percentages of the total compensation available for the sale of a particular
Contract, as set forth in the applicable compensation schedule, that will be
paid to Marketing Support Broker-Dealer and SELLING BROKER-DEALER.

Marketing Support Broker-Dealer                Compensation Split
- -------------------------------                ------------------

                                   To Marketing Support     To Selling
                                      Broker-Dealer        Broker-Dealer
                                      -------------        -------------

The Leaders Group, Incorporated            30%                  70%

                                       16
<PAGE>
 
                                   EXHIBIT B
                                   ---------
                                        
                           COMPENSATION SCHEDULE FOR
                           -------------------------
                  FIRSTLINE VARIABLE UNIVERSAL LIFE INSURANCE
                  -------------------------------------------
                        POLICY FORM 1191 AND FORM 1197
                       --------------------------------
                             (WHOLESALING VERSION)
                             ---------------------
                                        
The provisions of this Schedule apply to SECURITY LIFE FirstLine Variable
Universal Life Insurance Policy Forms 1191 and 1197, solicited and issued while
this Schedule is in effect.  The compensation described in this Schedule
represents the maximum compensation available to the SELLING BROKER-DEALER and
the applicable Marketing Support Broker-Dealer, on a combined basis, when
policies are issued and premium is accepted by SECURITY LIFE.  The respective
percentages of this maximum compensation that will be payable to the applicable
Marketing Support Broker-Dealer and SELLING BROKER-DEALER are set forth in
Exhibit A.  All compensation payable under this Schedule shall be subject to the
terms and conditions contained herein when premium payments are accepted by
SECURITY LIFE.
 
                                                     Commissions On
                                                    Premium Payments
                                                    ----------------
                                                     A     B     C
                                                     -     -     -
Fully Underwritten (Non-Guaranteed Issue)            95%   4%    2%
 
                                        Notes
 
1.   Commission Structure:
     ---------------------
 
          First Target Premium          A's percentage (95%) of all premium
                                        allocated to the first target,
                                        regardless of policy year.
 
          Renewals                      B's percentage (4%) of all premium above
                                        the first target in policy years 1-10

          Ultimate                      C's percentage (2%) of all premium
                                        received after the 10th policy
                                        anniversary

2.   Target Premium:  The target premium is an amount determined from tables
     --------------                                                         
published by SECURITY LIFE with respect to a policy or rider upon which
commissions are based.  As it applies to future business, the target premium may
be changed from time to time by SECURITY LIFE.  The target premium applicable to
a particular coverage shall be determined from the 

                                       17
<PAGE>
 
table in force when the first premium for such coverage is entered as paid in
the accounting records of SECURITY LIFE.

3.   Trail Commissions:  A trail commission of 0.10% on an annualized basis is
     -----------------                                                        
calculated at the end of each month based on the policy's Account Value less
policy debt at the end of the prior month.  The trail commission begins at the
earlier of:

     a.   the tenth policy anniversary, or

     b.   the end of the policy year in which the cumulative premium payments
          less partial withdrawals equals or exceeds the guideline single
          premium as defined by the Internal Revenue Code.

The trail commission is payable annually at the end of a policy year provided
the policy is in force (and not subject to the Grace Period provision) on such
date.

If trail commissions begin prior to the tenth policy anniversary pursuant to b)
above, the trail commission in the first year will be calculated for the entire
year.

4.   Riders:  Waiver of Cost of Insurance Rider, Additional Insured Rider,
     ------                                                               
Children's Insurance Rider, Guaranteed Insurability Rider, Accidental Death
Benefit Rider and Waiver of Specified Premium Rider are commissionable and will
have a separate target premium which is set at issue and is level thereafter.
The Adjustable Term Insurance Rider has no target premium associated with it.
Flat extra ratings with a duration of six years or more are commissionable and
substandard table ratings are commissionable based upon the first year
additional cost of insurance charge.  The only rider available for Guaranteed
Issue is the Adjustable Term Rider.

5.   Commission Calculation:  Commissions shall be calculated only on premium
     ----------------------                                                  
actually received and accepted by SECURITY LIFE.  Commissions shall be paid only
on an earned basis.

6.   Premium Allocation:  If the Stated Death Benefit has been increased since
     ------------------                                                       
the policy date, premiums received are allocated to the coverage segments in the
same proportion that the guideline annual premium for each segment bears to the
total guideline annual premium of the policy.

7.   Guaranteed Issue:    First year commission rates will be reduced for
     ----------------                                                    
Guaranteed Issue for all issue ages.  SECURITY LIFE offers two Guaranteed Issue
programs known as Regular and Select.  The commission levels for each of these
programs for first target as described under Commission Structure are shown in
the tables below.  The commission levels for renewals, ultimate and trail, are
the same as the fully underwritten version.

                                       18
<PAGE>
 
<TABLE>
<CAPTION>
 
Guaranteed Issue:
                                First Year Commission Rate
                                --------------------------
                           Issue Age            Non-Smokers        Smokers
<S>                        <C>                  <C>                <C>
Regular Guaranteed Issue:     0-40                  77%              48%
                             41-45                  77%              43%
                             46-50                  61%              27%
                             51-55                  35%              11%
                             56-60                  17%               4%
                             61-65                   8%               4%
                               66+                   4%               4%
                                                                        
                                                                        
Select Guaranteed Issue:      0-40                  82%              65%
                             41-45                  82%              57%
                             46-50                  70%              38%
                             51-55                  52%              15%
                             56-60                  34%               4%
                             61-65                  14%               4%
                               66+                   4%               4% 
</TABLE>

Guaranteed Issue is available for ages 71 and above by exception only.

8.   Compensation Payments:  Compensation on initial premium shall be due to the
     ---------------------                                                      
SELLING BROKER-DEALER at the time of the issuance of the policy and for all
other premium payments at the time of the receipt and acceptance of premium by
SECURITY LIFE, except that the amount, if any, and the time of payment of
compensation on replacements, reissues, changes, conversions, exchanges, term
renewals, term conversions, premiums paid in advance, policies issued on a
"guaranteed issue" basis, policies requiring facultative reinsurance
arrangements, and other special cases and programs shall be governed by SECURITY
LIFE'S underwriting and administrative rules then in effect.  The Compensation
shall be payable to the SELLING BROKER-DEALER in accordance with the Schedule in
effect at the time of issue of the policy.

9.   Commission Chargeback:  In the event that a policy for which a commission
     ---------------------                                                    
has been paid is lapsed or surrendered by the Policy Owner during the first six
months, or is returned to SECURITY LIFE for refund of premium during the Free
Look Period as described in the policy, SECURITY LIFE and ING AMERICA EQUITIES
shall require reimbursement from the SELLING BROKER-DEALER equal to 100% of the
commission paid.  If a premium payment for which a commission has been paid is
refunded by SECURITY LIFE, a reimbursement of the commission paid on the amount
refunded will be due from the SELLING BROKER-DEALER.

                                       19
<PAGE>
 
The reimbursement may be deducted by ING AMERICA EQUITIES from the next, or any
subsequent, commission payment to the SELLING BROKER-DEALER.

If the amount to be reimbursed exceeds compensation otherwise due, the SELLING
BROKER-DEALER shall promptly reimburse ING AMERICA EQUITIES before the next
commission cycle.

10.  Internal Exchanges:  Commissions on the exchange of any SECURITY LIFE
     ------------------                                                   
policy for FirstLine will be paid in accordance with the exchange policies in
effect at SECURITY LIFE on the date the exchange is completed.  The commission
rates and/or target premiums may be adjusted in accordance with the rules in
effect at the time of the exchange.  If the Representative responsible for the
exchange is not the producer of the original policy, and the original producer
is still appointed with SECURITY LIFE, no commission will be payable to the
Representative or the SELLING BROKER-DEALER.

11.  Termination and Amendment:  SECURITY LIFE and ING AMERICA EQUITIES reserve
     -------------------------                                                 
the right to terminate or amend this Schedule by providing written notification
to the SELLING BROKER-DEALER in accordance with Sections 9, 15 and 17 of this
Agreement.  With the exception of the terms changed by any such Amendment, all
other terms and conditions of the original Schedule shall remain in full force
and effect.

                                       20
<PAGE>
 
                                   EXHIBIT C
                                   ---------
                                        
                           COMPENSATION SCHEDULE FOR
                           -------------------------
             STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE INSURANCE
             -----------------------------------------------------
                               POLICY FORM 1195
                               ----------------
                             (WHOLESALING VERSION)
                             ---------------------

The provisions of this Schedule apply to SECURITY LIFE Strategic Advantage
Variable Universal Life Insurance Policy Form 1195, solicited and issued while
this Schedule is in effect.  The compensation described in this Schedule
represents the maximum compensation available to the SELLING BROKER-DEALER and
the applicable Marketing Support Broker-Dealer, on a combined basis, when
policies are issued and premium is accepted by SECURITY LIFE.  The respective
percentages of this maximum compensation that will be payable to the applicable
Marketing Support Broker-Dealer and SELLING BROKER-DEALER are set forth in
Exhibit A.  All compensation payable under this Schedule shall be subject to the
terms and conditions contained herein when premium payments are accepted by
SECURITY LIFE.

1.   Fully Underwritten (Non-Guaranteed Issue) and Guaranteed Issue:
     -------------------------------------------------------------- 

<TABLE>
<CAPTION>
Commissions
 
Up to Annual Target           Above Annual Target           All Premiums
- -------------------           -------------------           ------------
<S>          <C>              <C>                           <C>
   Policy    Policy                  Policy                     Policy
    Year     Years                   Years                      Years
     1        2-5                     1-5                         6+
   ------    ------                  ------                     ------
    15%       10%                      3%                         3%
</TABLE>

2.   Target Premium:  The target premium is an annual amount determined from
     --------------                                                         
tables published by SECURITY LIFE with respect to a policy or rider upon which
commissions are based.  As it applies to future business, the target premium may
be changed from time to time by SECURITY LIFE.  The target premium applicable to
a particular coverage shall be determined from the table in force when the first
premium for such coverage is entered as paid in the accounting records of
SECURITY LIFE.

3.   Trail Commissions:  A trail commission of 0.15% on an annualized basis is
     -----------------                                                        
calculated at the end of each month based on the policy's Account Value less
policy debt at the end of the prior month.  The trail commission begins on the
sixth policy anniversary.

The trail commission is payable annually at the end of a policy year provided
the policy is in force (and not subject to the Grace Period provision) on such
date.

                                       21
<PAGE>
 
4.   Riders:  Waiver of Cost of Insurance Rider, Additional Insured Rider,
     ------                                                               
Guaranteed Insurability Rider, Accidental Death Benefit Rider and Waiver of
Specified Premium Rider are commissionable and will have a separate target
premium which is set at issue and is level thereafter.  The Adjustable Term
Insurance Rider has no target premium associated with it.  Flat extra ratings
with a duration of six years or more are commissionable and substandard table
ratings are commissionable based upon the first year additional cost of
insurance charge.

5.   Commission Calculation:  Commissions shall be calculated only on premium
     ----------------------                                                  
actually received and accepted by SECURITY LIFE.  Commissions shall be paid only
on an earned basis.

6.   Premium Allocation:  If the Stated Death Benefit has been increased since
     ------------------                                                       
the policy date, premiums received are allocated to the coverage segments in the
same proportion that the guideline annual premium for each segment bears to the
total guideline annual premium of the policy.

7.   Guaranteed Issue: Commission rates for Guaranteed Issue are the same as for
     ----------------                                                           
fully underwritten cases.  Security Life offers two Guaranteed Issue programs
known as Regular and Select. Guaranteed Issue is available for ages 71 and above
by exception only.

8.   Compensation Payments:  Compensation on initial premium shall be due to the
     ---------------------                                                      
SELLING BROKER-DEALER at the time of the issuance of the policy and for all
other premium payments at the time of the receipt and acceptance of premium by
SECURITY LIFE, except that the amount, if any, and the time of payment of
compensation on replacements, reissues, changes, conversions, exchanges, term
renewals, term conversions, premiums paid in advance, policies issued on a
"guaranteed issue" basis, policies requiring facultative reinsurance
arrangements, and other special cases and programs shall be governed by SECURITY
LIFE'S underwriting and administrative rules then in effect.  The Compensation
shall be payable to the SELLING BROKER-DEALER in accordance with the Schedule in
effect at the time of issue of the policy.

9.   Commission Chargeback:  In the event that a policy for which a commission
     ---------------------                                                    
has been paid or is returned to SECURITY LIFE for refund of premium during the
Free Look Period as described in the policy, SECURITY LIFE and ING AMERICA
EQUITIES shall require reimbursement from the SELLING BROKER-DEALER equal to
100% of the commission paid.  In the event that a policy for which a commission
has been paid is lapsed, surrendered or has a requested decrease to the Stated
Death Benefit within the first three policy years, SECURITY LIFE and ING AMERICA
EQUITIES shall require reimbursement from the SELLING BROKER-DEALER.  The
chargebacks are based on the lesser of the target premium or the actual premium
paid in that policy year.

                                       22
<PAGE>
     Commission Chargeback Table

     Policy      Percent of Annual
     Year       Target Premium Paid
     -----      ------------------- 
       1               8%
       2               4%
       3               2%
       4               0% 

If a premium payment for which a commission has been paid is refunded by
SECURITY LIFE, a reimbursement of the commission paid on the amount refunded
will be due from the SELLING BROKER-DEALER.

The reimbursement may be deducted by ING AMERICA EQUITIES from the next, or any
subsequent, commission payment to the SELLING BROKER-DEALER.

If the amount to be reimbursed exceeds compensation otherwise due, the SELLING
BROKER-DEALER shall promptly reimburse ING AMERICA EQUITIES before the next
commission cycle.

10.  Internal Exchanges:  Commissions on the exchange of any SECURITY LIFE
     ------------------                                                   
policy for Strategic Advantage will be paid in accordance with the exchange
policies in effect at SECURITY LIFE on the date the exchange is completed.  The
commission rates and/or target premiums may be adjusted in accordance with the
rules in effect at the time of the exchange.  If the Representative responsible
for the exchange is not the producer of the original policy, and the original
producer is still appointed with SECURITY LIFE, no commission will be payable to
the Representative or the SELLING BROKER-DEALER.

11.  Termination and Amendment:  SECURITY LIFE and ING AMERICA EQUITIES reserve
     -------------------------                                                 
the right to terminate or amend this Schedule by providing written notification
to the SELLING BROKER-DEALER, in accordance with Sections 9, 15 and 17 of this
Agreement.  With the exception of the terms changed by any such Amendment, all
other terms and conditions of the original Schedule shall remain in full force
and effect.

                                       23
<PAGE>
 
                             ADDENDUM TO CONTRACT
               Security Life of Denver

BETWEEN Insurance Company ("COMPANY") and PAINEWEBBER INCORPORATED and/or those 
        -----------------
companies listed on Exhibit A, as applicable (collectively referred to in this 
Addendum as "PaineWebber").

DATED _________________________.


1.   In the event of termination between Company and PaineWebber, with or 
without cause, Company agrees to continue to provide PaineWebber with policy 
information for each and every policy placed with Company in the same manner 
that it had during the time the Agreement was in force. This includes but shall 
not be limited to: current policy value, surrender information, copies of 
policies, premium deposit information, loans and/or surrenders. This provision 
is intended to allow PaineWebber, notwithstanding the fact that the Agreement 
between the Company and PaineWebber may have been terminated, to satisfactory 
service its clients broader financial needs and continuing relationship.

2.   PaineWebber and its affiliates are formalizing their policy relating to all
offering documents, sales literature, and marketing materials/1/ of outside 
products distributed through the PaineWebber sales organization, including all 
such materials distributed or made available the Company. All such materials 
shall be up-to-date as of the time they distributed or made available by the 
Company to PaineWebber personnel. In additional for all such materials that the 
Company distributes or makes available to PaineWebber personnel, its employees, 
agents and representatives, you represent, warranty and covenant now and for 
such materials in the future that:

A.   Public Materials: All materials intended for public distribution which are
     distributed or made available by the Company to PaineWebber personnel have,
     where applicable, been submitted are to and cleared or approved by the
     United States Securities and Exchange Commission, the National Association
     of Securities Dealers, Inc., or any state insurance or securities
     regulatory agencies as appropriate, and comply with all applicable laws,
     rules and regulations.

B.   "Internal Use Only" Materials: All materials distributed or made available
     to PaineWebber personnel which are intended for "internal" or "broker use
     only" have been reviewed by the appropriate personnel of the Company and
     have been determined to be accurate and in compliance with all applicable
     laws, rules and regulations. Such materials are, and will continue to be,
     clearly designated "Internal Use Only", or contain similar clearly
     designated language to the effect that these materials are not to be shown 
     or distributed to the public.

C.   Continuing Compliance: You acknowledge that the distribution to PaineWebber
     personnel of the above-referenced material that are not in compliance with
     the above statements is strictly prohibited, and you acknowledge that Paine
     Webber is relying on the Company fulfilling its


___________________________________

/1/  Sales literature, marketing materials and "Internal Use Only" documents 
include, but are not limited to: Broker-dealer kits; brochures; newsletters; 
advertisements; documents regarding sales promotions or contests; questions and 
answer sheets; scripts; speech outlines or other public presentations; 
prospecting or solicitation letters; slide presentations; audiotapes and 
videotapes; columns prepared for outside publications; repairs or excerpts from
published materials: and any documents or items adapted from the above
materials.
<PAGE>
 
     obligations and agreements hereunder. Further, the Company will take all
     reasonable actions to prevent the distribution to PaineWebber personnel of
     any such materials that are inconsistent with these representations.

The Company hereby agrees to indemnify and hold harmless PaineWebber, its 
subsidiaries and affiliates and their respective officers, directors and 
employees against any and all losses, claims, damages, liabilities or expenses 
(including the reasonable costs of counsel and investigation) to which 
PaineWebber may become subject, insofar as any such loss, claim, damage,
liability or expense (or action with respect thereto) arises out of or is based
on any untrue statement of a material fact contained in any registration
statement or any offering document, sales literature, or marketing material that
the Company provided to PaineWebber, arises out of or is based on the omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or arises out of or is based on a
breach or violation of the representations, warranties or covenants contained
herein. These provisions shall survive termination of any agreement between the
Company and PaineWebber and will be in addition to any liability which the
Company may otherwise have to PaineWebber or any third party.

3.   The Company agrees to keep and hold confidential any and all customer 
information submitted to the Company by PaineWebber, except to the extent the 
use or release of such information to employees of the Company shall be 
necessary to properly service any contract issued in connection with the other 
provisions of this Agreement. In no event will the Company release any such
information to its sales force, any other agent, mailing list company or to any 
other individual or organization where the Company has reason to know or suspect
that the information so released will be used for marketing or solicitation 
purposes. Company acknowledges that applicants for its products are clients of 
PaineWebber and that information regarding those clients, including, but not 
limited to, name, address and telephone numbers, is owned by PaineWebber and 
provided to the Company solely in connection with the solicitation of 
applications for the Company's products and the issuance of said products by the
Company. The Company agrees that any breach of this paragraph may cause 
irreparable harm to PaineWebber and that PaineWebber may seek injunctive or 
other appropriate equitable relief for a breach or threatened breach of this 
paragraph without first having to prove actual damages.

4.   The Company agrees not to solicit the employment or hire any PaineWebber 
Investment Executive without the written consent of PaineWebber divisional 
management so long as a written sales agreement is in effect between our 
respective companies or their subsidiaries.



PAINEWEBBER INCORPORATED


by: /s/ Robert J. Bethoney
   -----------------------------
    Robert J. Bethoney
    Senior Vice President


 SECURITY LIFE OF DENVER INSURANCE COMPANY


/s/ Pamela Erbes
- --------------------------------
________________________________



<PAGE>
 
SECURITY LIFE OF DENVER                                       EXHIBIT 1.A (5)(A)
     INSURANCE COMPANY

                    INSURED:      Mr JOHN DOE
                POLICY DATE:      January 1, 1996
              POLICY NUMBER:      6500001
       STATED DEATH BENEFIT:      $100,000.00

WE AGREE TO PAY the death benefit to the Beneficiary upon the death of the
Insured while this Policy is in force.

WE AGREE TO PAY your Net Account Value to you as of the Maturity Date if the
Insured is living on that date.

WE ALSO AGREE to provide the other rights and benefits of the Policy.  These
agreements are subject to the provisions of the Policy.

RIGHT TO EXAMINE POLICY PERIOD.  You have the right to examine and return this
Policy within 10 days after receipt.  The policy will be deemed to have been
received by you 5 days after the policy is mailed from our Customer Service
Center.

The Policy may be returned by delivering or mailing it to us at our Customer
Service Center.  Immediately upon return it will be deemed void as of the Policy
Date.  Upon return of the Policy to us, we will refund all premiums paid.

In this Policy "you" and "your" refer to the Owner of the Policy.  "We", "us"
and "our" refer to Security Life of Denver Insurance Company.

         
     /s/ Eugene L. Copeland                      /s/ Stephen M. Chistopher

     Secretary                                   President     


       THIS POLICY IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.

DEATH BENEFITS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE.  THESE VALUES MAY
INCREASE OR DECREASE BASED ON INVESTMENT EXPERIENCE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.  DEATH BENEFITS ARE PAYABLE BY US UPON THE DEATH OF THE
INSURED PRIOR TO THE MATURITY DATE.  YOUR NET ACCOUNT VALUE, IF ANY, IS PAYABLE
BY US IF THE INSURED IS LIVING AS OF THE MATURITY DATE.  FLEXIBLE PREMIUMS ARE
PAYABLE BY YOU DURING THE LIFETIME OF THE INSURED UNTIL THE MATURITY DATE.

                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                                A Stock Company

                            Customer Service Center
                 P.O. Box 173763, Denver, Colorado  80217-3763
                       Toll Free Number:  1(800)933-5858

Form 1195 (VUL) - 5/97
<PAGE>
 
                               TABLE OF CONTENTS

 
<TABLE> 
<S>                                                                          <C>
SCHEDULE....................................................................  5
DEFINITION OF TERMS.........................................................  6
INSURANCE COVERAGE PROVISIONS...............................................  7
  INITIAL PREMIUM ALLOCATION................................................  7
  VALUATION DATE............................................................  7
  VALUATION PERIOD..........................................................  7
  EFFECTIVE DATE OF COVERAGE................................................  7
  PAYOUT OF PROCEEDS........................................................  8
  BASE DEATH BENEFIT........................................................  8
  CHANGE IN REQUESTED INSURANCE COVERAGE....................................  9
   Requested Increases in Coverage..........................................  9
   Requested Decreases in Coverage..........................................  9
   Death Benefit Option Changes............................................. 10
PREMIUM PROVISIONS.......................................................... 10
  SCHEDULED PREMIUMS........................................................ 10
  UNSCHEDULED PREMIUMS...................................................... 11
  PREMIUM LIMITATION........................................................ 11
  PREMIUM ALLOCATION........................................................ 11
VARIABLE ACCOUNT PROVISIONS................................................. 11
  THE VARIABLE ACCOUNT...................................................... 11
  VARIABLE ACCOUNT DIVISIONS................................................ 12
  CHANGES WITHIN THE VARIABLE ACCOUNT....................................... 12
GENERAL ACCOUNT PROVISIONS.................................................. 13
  THE GENERAL ACCOUNT....................................................... 13
  GUARANTEED INTEREST DIVISION.............................................. 13
  LOAN DIVISION............................................................. 13
</TABLE>

Form 1195 (VUL)
Page 2
<PAGE>
 
<TABLE>
<S>                                                                           <C>
TRANSFER PROVISIONS.......................................................... 13
  TRANSFERS TO OR FROM THE GUARANTEED INTEREST DIVISION...................... 13
  EXCESS TRANSFER CHARGE..................................................... 14
  DOLLAR COST AVERAGING...................................................... 14
  AUTOMATIC REBALANCING...................................................... 15
ACCOUNT VALUE PROVISIONS..................................................... 15
  NET PREMIUM................................................................ 16
  ACCOUNT VALUES ON THE INVESTMENT DATE...................................... 16
  ACCUMULATION UNIT VALUE.................................................... 16
  ACCUMULATION EXPERIENCE FACTOR............................................. 16
  ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT..................... 17
  ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION.......................... 17
  ACCOUNT VALUE OF THE LOAN DIVISION......................................... 17
MONTHLY DEDUCTION AND REFUND................................................. 18
  MONTHLY DEDUCTION.......................................................... 18
  COST OF INSURANCE.......................................................... 18
  PERSISTENCY REFUND......................................................... 19
LOAN PROVISIONS.............................................................. 19
  POLICY LOANS............................................................... 19
  LOAN INTEREST.............................................................. 19
  LOAN DIVISION.............................................................. 19
PARTIAL WITHDRAWAL PROVISIONS................................................ 20
SURRENDER PROVISIONS......................................................... 21
  SURRENDER VALUE............................................................ 21
  BASIS OF COMPUTATIONS...................................................... 21
  FULL SURRENDERS............................................................ 21
GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS....................... 21
  GRACE PERIOD............................................................... 21
  THREE YEAR CONTINUATION PERIOD............................................. 22
</TABLE>

Form 1195 (VUL)
Page 3
<PAGE>
 
<TABLE>
<S>                                                                          <C>
  GUARANTEE PERIOD...........................................................22
  TERMINATION................................................................23
  REINSTATEMENT..............................................................23
  DEFERRAL OF PAYMENT........................................................23

GENERAL POLICY PROVISIONS....................................................24

  THE POLICY.................................................................24
  AGE........................................................................24
  PROCEDURES.................................................................24
  OWNERSHIP..................................................................24
  BENEFICIARIES..............................................................25
  EXCHANGE RIGHT.............................................................25
  COLLATERAL ASSIGNMENT......................................................25
  INCONTESTABILITY...........................................................25
  MISSTATEMENT OF AGE OR SEX.................................................25
  SUICIDE EXCLUSION..........................................................26
  PERIODIC REPORTS...........................................................26
  ILLUSTRATION OF BENEFITS AND VALUES........................................26
  NONPARTICIPATING...........................................................26
  CUSTOMER SERVICE CENTER....................................................26

PAYOUTS OTHER THAN AS ONE SUM................................................27

  ELECTION...................................................................27
  PAYOUT OPTIONS.............................................................27
  CHANGE AND WITHDRAWAL......................................................27
  EXCESS INTEREST............................................................28
  MINIMUM AMOUNTS............................................................28
  SUPPLEMENTARY POLICY.......................................................28
  INCOME PROTECTION..........................................................28
  DEATH OF PRIMARY PAYEE.....................................................28
  PAYMENTS OTHER THAN MONTHLY................................................28

SETTLEMENT OPTION TABLES.....................................................29
</TABLE>

Additional benefits or riders, if any, will be listed  in the Schedule.  The
additional provisions will be inserted in the Policy.

Form 1195 (VUL)
Page 4
<PAGE>
 
                                    SCHEDULE

                      (Effective Date:  January 1, 1996)

                              POLICY INFORMATION

<TABLE>    
<CAPTION>
<S>            <C>                      <C>                            <C>
Policy Number  6500001                  Minimum Stated Death Benefit   $50,000.00
Insured        Mr JOHN DOE                
                                        Death Benefit Option           OPTION 1: GP/CVC LEVEL DB
                            
Age And Sex    35, Male                 Minimum Annual Premium         $717.00
                             
Premium Class  High Band Non-Smoker
Policy Date    January 1, 1996          Scheduled                      $1,000.00, Annually
Maturity Date  January 1, 2059
</TABLE>     

Definition of Life Insurance Test    Guideline Premium


CUSTOMER SERVICE CENTER: P.O. Box 173763, Denver, Colorado  80217-3763

Coverage will expire prior to the Maturity Date if Premiums are insufficient to
continue coverage and the Guarantee Period has ended.  Coverage will also be
affected by Partial Withdrawals, Policy Loans, changes in the current cost of
insurance rates, the actual credited interest rate for the Guaranteed Interest
Division and the investment experience of the Variable Account.

Form 1195 (VUL)
Page 5
<PAGE>

                             SCHEDULE (CONTINUED)
 
                                BENEFIT PROFILE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------  
                                          Initial          Segment      Age At                     Guideline  
                                          Benefit           Issue      Maturity      Effective       Annual       Target 
          Description                     Amount             Age         Date          Date         Premium      Premium
- --------------------------------------------------------------------------------------------------------------------------------- 
<S>                                       <C>              <C>         <C>           <C>           <C>           <C> 
Stated Death Benefit (Segment #1)         $100,000.00         35          100    January 1, 1996   $1,400.80     $941.00
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

Form 1195 (VUL)
Page 5A
<PAGE>

                             SCHEDULE (CONTINUED)
 
             ALLOCATION OF INITIAL PREMIUM AS SHOWN ON APPLICATION

<TABLE>
<CAPTION>
            <S>                                                 <C>
            Neuberger & Berman Limited Maturity Bond            50%
            Neuberger & Berman Growth                           50%
            Neuberger & Berman Government Income                 0%
            Neuberger & Berman Partners                          0%
                                                            
            Alger American Growth                                0%
            Alger American Leveraged All Cap                     0%
            Alger American Small Capital                         0%
            Alger American MidCap Growth                         0%
                                                            
            Fidelity Asset Manager                               0%
            Fidelity Growth                                      0%
            Fidelity Overseas                                    0%
            Fidelity Money Market                                0%
            Fidelity Index 500                                   0%
                                                            
            INVESCO Total Return                                 0%
            INVESCO Industrial Income                            0%
            INVESCO High Yield                                   0%
            INVESCO Utilities                                    0%
                                                            
            Van Eck Worldwide Balanced                           0%
            Van Eck Gold and Natural Resources                   0%
                                                            
            Guaranteed Interest Division                         0%
</TABLE>

If you elect to invest in a particular Division, at least 1% of your Net Premium
must be allocated to that Division provided that the minimum allocation to each
Division selected is at least $100.  All percentage allocations must be in whole
numbers.

Form 1195 (VUL)
Page 5B
<PAGE>

                             SCHEDULE (CONTINUED)
 
EXPENSE CHARGES

     PREMIUM EXPENSE CHARGES (As a Percent of all Premiums):
          Sales Load:
 
                      PREMIUM PAID        PREMIUMS IN
                       TO TARGET        EXCESS OF TARGET
       YEARS  1-5         8%                  3%
       YEARS  6+          3%                  3%
 
 
     STATE AND LOCAL TAXES:                    2.5%
     FEDERAL DEFERRED ACQUISITION COST CHARGE: 1.5%

     We reserve the right to increase or decrease the Premium Expense Charges
     for taxes due to any change in tax law.  We further reserve the right to
     increase or decrease the Premium Expense Charges for Federal deferred
     acquisition costs due to any change in the cost to us.

     MONTHLY EXPENSE CHARGES:

       $15.00     per Policy month for the first 60 months
       $ 5.00     per Policy month thereafter; plus

       $.0125     per thousand of Stated Death Benefit (or Target Death Benefit,
                  if greater), all years. The per thousand charge is limited to
                  $15.00 per Policy month.

ANNUAL MORTALITY AND EXPENSE RISK CHARGE  (Based on the percentage of assets in
each Variable Account Division)

     Mortality And Expense Risk Charge:  0.75%

Form 1195 (VUL)
Page 5C
<PAGE>
 
                             SCHEDULE (CONTINUED)



POLICYHOLDER TRANSACTION CHARGES

        Request for Sales Illustrations:  $25 
             Premium Allocation Changes:  $25 for each change over 5 per Policy
                                          year
                 Excess Transfer Charge:  See the Transfer Provisions section
         Partial Withdrawal Service Fee:  See below


POLICY LOANS
 
                                 Policy Loan Interest Rate:  3.75% per year
        Guaranteed Interest Rate Credited To Loan Division:  3.00% per year
                                       Minimum Loan Amount:  $100 
                                       Maximum Loan Amount:  Refer to the Loan
                                                             Provisions section.
 
PARTIAL WITHDRAWALS
 
               Minimum Partial Withdrawal Amount:  $100 
               Maximum Partial Withdrawal Amount:  Amount which will leave
                                                   $500 as the net Account Value
                  Partial Withdrawal Service Fee:  The lesser of $25 or 2% of
                                                    the amount withdrawn
                    Limit On Partial Withdrawals:  One per Policy year

 
GUARANTEED INTEREST DIVISION
 
     Guaranteed Interest Rate For Guaranteed Interest Division: 3.00% per year

 
Form 1195 (VUL)
Page 5D
<PAGE>

                             SCHEDULE (Continued)

                         DEFINITION OF LIFE INSURANCE
                            DEATH BENEFIT FACTORS
 
<TABLE>
<CAPTION>
               -----------------------------------------------------------------------------------------  
                ATTAINED    FACTOR    ATTAINED    FACTOR    ATTAINED     FACTOR     ATTAINED    FACTOR    
                  AGE                    AGE                   AGE                     AGE                
               -----------------------------------------------------------------------------------------  
               <S>          <C>       <C>         <C>       <C>          <C>        <C>         <C>       
                   0         2.50         25       2.50         50        1.85          75       1.05     
               -----------------------------------------------------------------------------------------  
                   1         2.50         26       2.50         51        1.78          76       1.05     
               -----------------------------------------------------------------------------------------  
                   2         2.50         27       2.50         52        1.71          77       1.05     
               -----------------------------------------------------------------------------------------  
                   3         2.50         28       2.50         53        1.64          78       1.05     
               -----------------------------------------------------------------------------------------  
                   4         2.50         29       2.50         54        1.57          79       1.05     
               -----------------------------------------------------------------------------------------  
               -----------------------------------------------------------------------------------------  
                   5         2.50         30       2.50         55        1.50          80       1.05     
               -----------------------------------------------------------------------------------------  
                   6         2.50         31       2.50         56        1.46          81       1.05     
               -----------------------------------------------------------------------------------------  
                   7         2.50         32       2.50         57        1.42          82       1.05     
               -----------------------------------------------------------------------------------------  
                   8         2.50         33       2.50         58        1.38          83       1.05     
               -----------------------------------------------------------------------------------------  
                   9         2.50         34       2.50         59        1.34          84       1.05     
               -----------------------------------------------------------------------------------------  
               -----------------------------------------------------------------------------------------  
                   10        2.50         35       2.50         60        1.30          85       1.05     
               -----------------------------------------------------------------------------------------  
                   11        2.50         36       2.50         61        1.28          86       1.05     
               -----------------------------------------------------------------------------------------  
                   12        2.50         37       2.50         62        1.26          87       1.05     
               -----------------------------------------------------------------------------------------  
                   13        2.50         38       2.50         63        1.24          88       1.05     
               -----------------------------------------------------------------------------------------  
                   14        2.50         39       2.50         64        1.22          89       1.05     
               -----------------------------------------------------------------------------------------  
               -----------------------------------------------------------------------------------------  
                   15        2.50         40       2.50         65        1.20          90       1.05     
               -----------------------------------------------------------------------------------------  
                   16        2.50         41       2.43         66        1.19          91       1.04     
               -----------------------------------------------------------------------------------------  
                   17        2.50         42       2.36         67        1.18          92       1.03     
               -----------------------------------------------------------------------------------------  
                   18        2.50         43       2.29         68        1.17          93       1.02     
               -----------------------------------------------------------------------------------------  
                   19        2.50         44       2.22         69        1.16          94       1.01     
               -----------------------------------------------------------------------------------------  
               -----------------------------------------------------------------------------------------  
                   20        2.50         45       2.15         70        1.15          95       1.00     
               -----------------------------------------------------------------------------------------  
                   21        2.50         46       2.09         71        1.13          96       1.00     
               -----------------------------------------------------------------------------------------  
                   22        2.50         47       2.03         72        1.11          97       1.00     
               -----------------------------------------------------------------------------------------  
                   23        2.50         48       1.97         73        1.09          98       1.00     
               -----------------------------------------------------------------------------------------  
                   24        2.50         49       1.91         74        1.07          99       1.00     
               -----------------------------------------------------------------------------------------  
               -----------------------------------------------------------------------------------------  
                                                                                        100      1.00     
               -----------------------------------------------------------------------------------------   
</TABLE> 

The policy's base death benefit at any time will be at least equal to account
value times the appropriate factor from this table.


Form 1195 (VUL)
Page 5E
<PAGE>
 
                             SCHEDULE (CONTINUED)

                           TABLE OF GUARANTEED RATES
             Guaranteed Maximum Cost of Insurance Rates Per $1000
                     (Basic and Additional Insured Rider)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------- 
  Attained     Monthly Cost of      Attained     Monthly Cost of      Attained     Monthly Cost of    Attained   Monthly Cost of
     Age        Insurance Rate         Age        Insurance Rate         Age        Insurance Rate       Age      Insurance Rate
- ----------------------------------------------------------------------------------------------------------------------------------- 
<S>            <C>                  <C>          <C>                  <C>          <C>                <C>        <C>
      0            0.34900              25           0.12675              50           0.41009            75          5.03724 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      1            0.08921              26           0.12342              51           0.44693            76          5.59039 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      2            0.08254              27           0.12175              52           0.48965            77          6.17549 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      3            0.08170              28           0.12008              53           0.53742            78          6.78686 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      4            0.07920              39           0.12008              54           0.59276            79          7.44038 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      5            0.07503              30           0.12008              55           0.65401            80          8.16249 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      6            0.07169              31           0.12258              56           0.72203            81          8.97320 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      7            0.06669              32           0.12509              57           0.79429            82          9.89813 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      8            0.06336              33           0.12926              58           0.87251            83         10.95204 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      9            0.06169              34           0.13427              59           0.96090            84         12.11846 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      10           0.06085              35           0.14094              60           1.05949            85         13.37460 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      11           0.06419              36           0.14762              61           1.16916            86         14.69860 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      12           0.07086              37           0.15680              62           1.29417            87         16.08129 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      13           0.08254              38           0.16682              63           1.43714            88         17.49682 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      14           0.09588              49           0.17851              64           1.59899            89         18.96601 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      15           0.10756              40           0.19103              65           1.77812            90         20.51212 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      16           0.11924              41           0.20607              66           1.97123            91         22.16549 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      17           0.12842              42           0.22110              67           2.18097            92         23.98724 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      18           0.13343              43           0.23865              68           2.40660            93         26.06643 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      19           0.13844              44           0.25619              69           2.65338            94         28.78427 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      20           0.14011              45           0.27709              70           2.93268            95         32.81758 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      21           0.13927              46           0.29966              71           3.30181            96         39.64294 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      22           0.13677              47           0.32391              72           3.61779            97         53.06605 
- ----------------------------------------------------------------------------------------------------------------------------------- 
      23           0.13427              48           0.34984              73           4.04199            98         83.33333  
- ----------------------------------------------------------------------------------------------------------------------------------- 
      24           0.13093              49           0.37912              74           4.52073            99         83.33333
- ----------------------------------------------------------------------------------------------------------------------------------- 
</TABLE> 

The rates shown are for a standard nonsmoker, smoker or juvenile rate class. If
the policy is based on a special rate class (other than standard nonsmoker,
smoker or juvenile), the maximum cost of insurance rates will be adjusted using
the rating factor shown in the Schedule for the special class. If the special
rate class is a stated percentage increase, the maximum cost of insurance rates
will be determined by multiplying the rates for a standard nonsmoker, smoker or
juvenile rate class shown above by the rating factor shown on the Schedule. If
the special rate class is a flat amount per $1,000, the maximum cost of
insurance rates will be determined by adding the flat amount per $1,000 shown in
the Schedule to the rate per $1,000 for the standard nonsmoker, smoker or
juvenile rate class shown above. The rates shown above are based on the 1980
Commissioners' Standard Ordinary Smoker Distinct Mortality Table, age nearest
birthday.


Form 1195 (VUL)
Page 5G
<PAGE>
 
                             SCHEDULE (CONTINUED)

If the Policy was issued with a Guaranteed Issue Premium Class, the maximum cost
of insurance rates will be adjusted by the factors shown on following table.


                       TABLE OF GUARANTEED ISSUE FACTORS

             Guaranteed Maximum Cost of Insurance Rates Per $1,000

<TABLE> 
<CAPTION> 
- ----------------------------------------------------------------------------------------------------------------------
     Segment             Factor              Segment             Factor              Segment             Factor
       Year                                    Year                                    Year
- ----------------------------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                 <C>                <C>                  <C> 
        1                 1.35                  6                 1.35                  11                1.20
- ----------------------------------------------------------------------------------------------------------------------
        2                 1.35                  7                 1.35                  12                1.15
- ----------------------------------------------------------------------------------------------------------------------
        3                 1.35                  8                 1.35                  13                1.10
- ----------------------------------------------------------------------------------------------------------------------
        4                 1.35                  9                 1.30                  14                1.05
- ----------------------------------------------------------------------------------------------------------------------
        5                 1.35                  10                1.25              15 & later            1.00
- ----------------------------------------------------------------------------------------------------------------------
</TABLE> 

To determine the Guaranteed Maximum Cost of Insurance Rates per $1000 for a 
Guaranteed Issue Premium class, the rates shown in the preceding Table of 
Guaranteed Rates are multiplied by the appropriate factors in the table above. 
There is a maximum rate for each Segment based on the Segment year. The first 
segment year begins on the effective date of the coverage segment and ends one 
year later. Each subsequent year begins at the end of the prior segment year. 
The effective date for each coverage segment is shown on the Benefit Profile in 
this Schedule.


Form 1195 (VUL)
Page 5H
<PAGE>
 
                              DEFINITION OF TERMS


 
ACCOUNT VALUE--The sum of the amounts allocated to the Divisions of the Variable
Account and to the Guaranteed Interest Division, as well as any amount set aside
in the Loan Division to secure a Policy Loan.
 
ACCUMULATION UNIT VALUE--The value of the Accumulation Units of each Division of
the Variable Account.  The Accumulation Unit Value is determined as of each
Valuation Date.

BASE DEATH BENEFIT--Initially this is the Stated Death Benefit under the Policy.
The Base Death Benefit may be greater than the Stated Death Benefit depending on
which death benefit option and which test for the Federal income tax law
definition of life insurance you choose.

CASH SURRENDER VALUE--The amount of your Account Value plus any refund of sales
charges due.

CUSTOMER SERVICE CENTER--Our administrative office at P.O. Box 173763, Denver,
CO 80217-3763.

DIVISION(S) OF THE VARIABLE ACCOUNT--The investment options available, each of
which invests in shares of one of the Portfolios.

GENERAL ACCOUNT--The account which contains all of our assets other than those
held in the Variable Account or our other separate accounts.

GUARANTEED INTEREST DIVISION--Part of our General Account to which a portion of
the Account Value may be allocated and which provides guarantees of principal
and interest.

INVESTMENT DATE--The date on which the initial Net Premium we receive will be
allocated to your Policy.  We will not allocate funds to your Policy until we
receive at least one quarter of the Minimum Annual Premium as shown in the
Schedule attached to your Policy and we have approved your Policy for issue.

LOAN DIVISION--Part of our General Account in which funds are set aside to
secure any outstanding Policy Loan and accrued loan interest when due.

MATURITY DATE--The date the Policy matures.  This is the Policy anniversary on
which the Insured's Age is 100.

MONTHLY PROCESSING DATE--The date each month on which the monthly deductions
from the Account Value are due.  The first Monthly Processing Date will be the
Policy Date or the Investment Date, if later. Subsequent Monthly Processing
Dates will be the same date as the Policy Date each month thereafter unless this
is not a Valuation Date, in which case the Monthly Processing Date occurs on the
next Valuation Date.

NET ACCOUNT VALUE--The amount of the Account Value minus any Policy Loan and
accrued loan interest.

NET CASH SURRENDER VALUE--The amount of the Cash Surrender Value minus any
Policy Loan and accrued loan interest.

NET PREMIUM--Premium amounts paid less the sales and tax charges.  These charges
are deducted from the premiums before the premium is applied to your Account
Value.

PARTIAL WITHDRAWAL--The withdrawal of a portion of your Net Account Value
from the Policy. The Partial Withdrawal may reduce the amount of Death Proceeds
in force.

POLICY LOAN--The sum of amounts you have borrowed from your Policy, increased by
any Policy Loan interest capitalized when due, and reduced by any Policy Loan
repayments.

RIGHT TO EXAMINE POLICY PERIOD--The period of time within which the Owner may
examine the Policy and return it for a refund.

SCHEDULED PREMIUM--The premium amount which you specify on the application as
the amount you intend to pay at fixed intervals over a specified period of time.
We will send you premium reminder notices for the amount of the Scheduled
Premium on a quarterly, semiannual, or annual basis, as you determine; you need
not pay the Scheduled Premium, and you may change it at any time.  Also, within
limits, you may pay less or more than the Scheduled Premium.

STATED DEATH BENEFIT--The initial amount of Base Death Benefit under the Policy.
The Stated Death Benefit amount will not vary unless you change it.

VALUATION PERIOD--The period which begins at 4:00 p.m. Eastern Time on 
Valuation Date and ends at 4:00 p.m. Eastern Time on the next succeeding
Valuation Date.


Form 1195(VUL)
Page 6
<PAGE>
 
                         INSURANCE COVERAGE PROVISIONS

INITIAL PREMIUM ALLOCATION

We will not allocate funds to your Policy until we receive at least one quarter
of the Minimum Annual Premium.  The Minimum Annual Premium is listed in the
Schedule.  The Valuation Date on which we receive this amount and have approved
your Policy for issue is the Investment Date.  As of the Investment Date, the
amount you have asked to be invested in the Divisions of the Variable Account
will be allocated to the Fidelity Investments Money Market Division.  Any amount
you have designated for allocation to the Guaranteed Interest Division will be
allocated to that Division.  The amount allocated to the Fidelity Investments
Money Market Division will remain there until the end of the Right to Examine
Policy Period, at which time the balance will be transferred to the other
Divisions of the Variable Account according to the allocations shown in the
Schedule.

VALUATION DATE

A Valuation Date is any day:

     a)   The New York Stock Exchange ("NYSE") is open for trading and on which
          Security Life's Customer Service Center is open for business; or
     b)   As may be required by law.

VALUATION PERIOD

A Valuation Period begins at 4 p.m. Eastern time on a Valuation Date and ends at
4 p.m. Eastern time on the next succeeding Valuation Date.

All Policy processing for a Valuation Period takes place as of the end of the
Valuation Period.


EFFECTIVE DATE OF COVERAGE

The Policy date shown in the Schedule is the Effective Date for all coverage
provided in the original application.  The Effective Date is subject to the
payment of at least one quarter of the Minimum Annual Premium and the acceptance
of the Policy by you during the continued insurability of all persons insured by
this Policy and any riders attached.  The Policy date is the date from which we
measure Policy years and determine the Monthly Processing Date.  The first
Monthly Processing Date is the Investment Date.  Future Monthly Processing Dates
are the same calendar day of each month as the Policy date unless this is not a
Valuation Date in which case the Monthly Processing Date occurs on the next
Valuation Date.  A Policy anniversary occurs each year on the same month and day
as the Policy date unless this is not a Valuation Date in which case the Policy
anniversary occurs on the next Valuation Date.  If the Policy date is February
29th, the Policy anniversary will be February 28th in years in which there is
not a February 29th.  The Effective Date for increases and additional benefits
is shown in the Schedule.


Form 1195(VUL)
Page 7
<PAGE>
 
PAYOUT OF PROCEEDS

The Payout of Proceeds is the amount we will pay:

     a)   as of the Maturity Date,
     b)   upon surrender of the Policy before the Maturity Date, or
     c)   upon the death of the Insured before the Maturity Date.

The Payout of Proceeds as of the Maturity Date will be your Net Account Value.
The Payout of Proceeds upon surrender of this Policy prior to the Maturity Date
will be the net Cash Surrender Value.  The Maturity Date is the Policy
anniversary on which the Insured's Age is 100.  The Insured's Age is the Age
listed in the Schedule increased by the number of completed Policy years since
the Policy date.  The Payout of Proceeds upon the death of the Insured will be
the Base Death Benefit; plus any amounts payable from any additional benefits
provided by rider; minus any outstanding Policy Loan including accrued but
unpaid interest; minus any unpaid monthly deductions incurred prior to the date
of death.

We will determine the amount of proceeds payable upon the death of the Insured
when we have received due proof of death and any other information which is
necessary to process the claim.  Any proceeds we pay are subject to adjustments
as provided in the Misstatement of Age or Sex, Suicide Exclusion and
Incontestability provisions.

We will pay Proceeds in one sum unless you request an alternate form of payment.
There are many possible methods of payment.  The available Payout Options are
described in the Payouts Other Than As One Sum provision.  Contact us or your
agent for additional information.  Interest will be paid on the one sum death
Proceeds from the date we determine the death Proceeds to the date of payment,
or until a Payout Option is selected.  Interest will be at the rate we declare,
or at any higher rate required by law.


BASE DEATH BENEFIT

The total Stated Death Benefit is the sum of the Stated Death Benefit for all
coverage segments.  The Stated Death Benefit for each coverage segment and the
death benefit option are shown in the Schedule.  The Base Death Benefit is
determined by the death benefit option which you select as follows:

     Option 1       The Base Death Benefit equals the total Stated Death Benefit
     Option 2       The Base Death Benefit equals the total Stated Death
                    Benefit, plus your Account Value.
     Option 3       The Base Death Benefit equals the total Stated Death
                    Benefit, plus the sum of Premiums paid minus Partial
                    Withdrawals taken.

The Base Death Benefit at any time will be at least equal to your Account Value
multiplied by the appropriate factor from the Definition of Life Insurance
Factors table as shown in the Schedule.

This Policy is designed to qualify as a life insurance contract under the
Internal Revenue Code.  All terms and provisions of the Policy shall be
construed in a manner consistent with that design.  The amount of insurance in
force at any time shall not be less than the amount of insurance necessary to
achieve such qualification under the applicable provisions of the Internal
Revenue Code in existence at the time the Policy is issued.  We reserve the
right to amend the Policy or adjust the amount of insurance when required.  We
will send you a copy of any Policy amendment.


Form 1195 (VUL)
Page 8
<PAGE>
 
CHANGE IN REQUESTED INSURANCE COVERAGE

At least 30 days prior to a Policy Anniversary, you may request that the
insurance coverage be increased or decreased. You may not increase coverage
after the Insured is Age 86. You may change the coverage only once each Policy
year on the Policy anniversary. The change in coverage may not be for an amount
less than $1,000. The Effective Date of the change will be the Policy
anniversary next following the date the written application is approved by us.
After any change to the Stated Death Benefit, you will receive a new Schedule
which will include the Stated Death Benefit, the benefit under any riders, if
applicable, the Guaranteed Cost of Insurance rates, the Guideline Annual
Premium, and the new Target Premium.

REQUESTED INCREASES IN COVERAGE

At least 30 days prior to a Policy anniversary, you may request an increase in
the Stated Death Benefit.  An increase will become effective as of the Policy
anniversary after we have approved your application for increase.  You must
provide evidence satisfactory to us that the Insured is insurable according to
our normal rules of underwriting for this type of Policy.  This evidence will
include an application and may include required medical information.  An
increase will consist of a new coverage segment of Stated Death Benefit subject
to our limits.

You will have the right to cancel an increase in the death benefit within the
later of:

     a)   45 days after you sign the application for the increase,
     b)   20 days after you have received the new Schedule, or
     c)   10 days after we mail you the Notice of Withdrawal Right.

The new Schedule will be deemed to have been received by you 15 days after it is
mailed from our Customer Service Center.  You may cancel an increase by sending
notice in a form acceptable to us to our Customer Service Center.  During this
period, we will allocate the Premiums you pay related to the increase to the
Fidelity Investments Money Market Division of the Variable Account.  At the end
of this period, the amount of the Premium remaining in the Fidelity Investments
Money Market Division will be transferred to the Division of the Variable
Account according to your most recent written allocation instruction.  If you
cancel an increase we will refund to you any charges attributable to the
increase.

An increase in the Stated Death Benefit will result in a new Sales Load.
Premium allocated to an increase in coverage will be subject to a new Sales
Load.

REQUESTED DECREASES IN COVERAGE

At least 30 days prior to a Policy anniversary, you may request a decrease in
the Stated Death Benefit.  A decrease will be effective as of the Policy
anniversary.  You may decrease the Stated Death Benefit if the Effective Date of
the decrease will occur after the later of 2 years from the Policy date or 2
years after the most recent one was made.  A requested decrease will first
reduce Adjustable Term Insurance Rider coverage segments, if any are attached to
your Policy, beginning with the most recently added, and will then reduce each
of the Stated Death Benefit segments in the same proportion as the total Stated
Death Benefit is reduced.

The sum of the Stated Death Benefit for all coverage segments after any change
may not be less than the minimum Stated Death Benefit shown in  the Schedule.

Form 1195 (VUL)
Page 9
<PAGE>
 
DEATH BENEFIT OPTION CHANGES

At least 30 days prior to a Policy anniversary, you may request a change to the
death benefit option.  This change will be effective as of the Policy
anniversary.  A death benefit option change applies to the entire Stated Death
Benefit.  For us to approve a change to the death benefit option from Option 1
to Option 2, or from Option 1 to Option 3, you must submit evidence to us that
the Insured is insurable according to our normal rules of underwriting for that
class of policy.  We may not allow any change if it would reduce the Stated
Death Benefit below the minimum we require to issue this Policy at the time of
reduction.  After the Effective Date of the change, the Stated Death Benefit
will be changed according to the following table:

 
         OPTION CHANGE
           FROM         TO       STATED DEATH BENEFIT FOLLOWING CHANGE EQUALS:
         Option 1     Option 2   Stated Death Benefit prior to such change minus
                                 your Account Value as of the Effective Date of
                                 the change.
         Option 2     Option 1   Stated Death Benefit prior to such change plus
                                 your Account Value as of the Effective Date of
                                 the change.
         Option 1     Option 3   Stated Death Benefit prior to such change minus
                                 the sum of the Premiums paid minus Partial
                                 Withdrawals taken as of the Effective Date of
                                 the change.
         Option 3     Option 1   Stated Death Benefit prior to such change plus
                                 the sum of the Premiums paid minus Partial
                                 Withdrawals taken as of the Effective Date of
                                 the change.
         Option 2     Option 3   Stated Death Benefit prior to such change plus
                                 i) your Account Value as of the Effective Date
                                 of the change, minus ii) the sum of the
                                 Premiums paid minus Partial Withdrawals taken
                                 as of the Effective Date of the change.
         Option 3     Option 2   Stated Death Benefit prior to such change plus
                                 i) the sum of the Premiums paid minus Partial
                                 Withdrawals taken as of the Effective Date of
                                 the change, minus ii) your Account Value as of
                                 the Effective Date of the change.

For purposes of death benefit option changes, your Account Value will be
allocated to each coverage segment in the same proportion that the Stated Death
Benefit of that segment bears to the sum of all Stated Death Benefit segments as
of the Effective Date of change.

                              PREMIUM PROVISIONS

SCHEDULED PREMIUMS

The Scheduled Premium as shown in the Schedule may be paid while this Policy is
in force during the Insured's lifetime. You may increase or decrease the amount
of the Scheduled Premium, subject to limits we may set and provisions in the
Premium Limitation Section. Under conditions provided in the Grace Period
provision and the Guarantee Period, you may be required to make Premium payments
to keep the Policy in force. We will send reminder notices to you for the
Scheduled Premium amount and frequency that you have selected. You may select to
receive notices either annually, semiannually or quarterly. You may also arrange
for payments of Premiums on a monthly basis through an authorized special
payment facility. All payment modes are subject to our minimum requirements for
the payment mode selected.

Form 1195 (VUL)
Page 10
<PAGE>
 
UNSCHEDULED PREMIUMS

You may make unscheduled Premium payments at any time the Policy is in force
during the Insured's lifetime, subject to the Premium Limitation section.  The
unscheduled Premium payment must be at least $100.  We may change this minimum
if we give you 90 days written notice.  Unless you tell us otherwise, these
Premium payments will first be applied to reduce or pay off any existing Policy
Loan and, as such, Premium Expense Charges will not be deducted.  We may limit
the amount of such unscheduled Premium payments if the payment would result in
an increase in the Base Death Benefit.  If the net amount at risk is increased
as a result of an unscheduled Premium, we will require evidence of insurability
satisfactory to us that the Insured is insurable according to our normal rules
of underwriting for this type of Policy.  The net amount at risk is the
difference between the Base Death Benefit and your Account Value.

PREMIUM LIMITATION

If the Definition of Life Insurance test used for your Policy is the Guideline
Premium Test, we will not accept any Premium that causes your Policy not to
qualify as a life insurance policy under the Internal Revenue Code.

PREMIUM ALLOCATION

During the Right to Examine Policy Period, the portion of your Net Premium which
you have elected to invest in a Division of the Variable Account will be
invested in the Fidelity Investments Money Market Division.  After the Right to
Examine Policy Period, the balance of your funds in the Fidelity Investments
Money Market Division  will be reallocated as you directed in your Premium
allocation shown in the Schedule.

After the Right to Examine Policy Period, each Net Premium will be allocated to
the Divisions of the Variable Account and the Guaranteed Interest Division as
you directed in the application or as otherwise requested.  You may change the
allocation for subsequent Premiums by sending us written notice at our Customer
Service Center.  If you change your Premium allocation more than 5 times per
Policy year, we will deduct a charge from the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value of each Division bears to your Net Account Value.  The amount of this
charge is shown in the Schedule.  Premium allocation percentages may be in any
whole number from 1% to 100% provided that at least $100 is allocated to each
Division selected.

                           VARIABLE ACCOUNT PROVISION

THE VARIABLE ACCOUNT

The Variable Account is an account established by us, pursuant to the laws of
the State of Colorado, to separate the assets funding the benefits for the class
of policies to which this Policy belongs from the other assets of Security Life
of Denver Insurance Company.

The Variable Account is registered as a unit investment trust under the
Investment Company Act of 1940.  All income, gains and losses, whether or not
realized, from assets allocated to the Variable Account are credited to or
charged against the Variable Account without regard to income, gains or losses
of our General Account.  The assets of the Variable Account are our property but
are separate from our General Account and our other Variable Accounts.  That
portion of the assets of the Variable Account which is equal to the reserves and
other Policy liabilities with respect to the Variable Account is not subject to
creditor claims against us.

Form 1195 (VUL)
Page 11
<PAGE>
 
VARIABLE ACCOUNT DIVISIONS

The Variable Account is divided into Divisions, each of which invests in a
series fund Portfolio designed to meet the objectives of the Division.  The
current eligible Divisions are shown in the Schedule.  We may, from time to
time, add additional Divisions.  If we do, you may be permitted to select from
these other Divisions subject to the terms and conditions we may impose on those
allocations.

We reserve the right to limit the number of Divisions in which you may invest.

CHANGES WITHIN THE VARIABLE ACCOUNT

When permitted by law, and subject to any required notice to you and approval of
the Securities and Exchange Commission ("SEC"), state regulatory authorities or
Policy Owners, we may from time to time make the following changes to the
Variable Account:

     .    Make additional Divisions available. These Divisions will invest in
          investment Portfolios we find suitable for the Policy.

     .    Eliminate Divisions from the Variable Account, combine 2 or more
          Divisions, or substitute a new Portfolio for the Portfolio in which a
          Division invests. A substitution may become necessary if, in our
          judgment, a Portfolio no longer suits the purposes of the Policy. This
          may happen due to a change in laws or regulations, or a change in a
          Portfolio's investment objectives or restrictions. This may also
          happen if the Portfolio is no longer available for investment, or for
          some other reason, such as a declining asset base.

     .    Transfer assets of the Variable Account , which we determine to be
          associated with the class of policies to which your Policy belongs, to
          another Variable Account.

     .    Withdraw the Variable Account from registration under the Investment
          Company Act of 1940.

     .    Operate the Variable Account as a management investment company under
          the Investment Company Act of 1940.

     .    Cause one or more Divisions to invest in a mutual fund other than or
          in addition to the Portfolios.

     .    Discontinue the Sale of Policies and certificates.

     .    Terminate any employer or plan trustee agreement with us pursuant to
          its terms.

     .    Restrict or eliminate any voting rights as to the Variable Account.

     .    Make any changes required by the Investment Company Act of 1940 or the
          rules or regulations thereunder.

Form 1195 (VUL)
Page 12
<PAGE>
 
                          GENERAL ACCOUNT PROVISIONS

THE GENERAL ACCOUNT

The General Account holds all of our assets other than those held in the
Variable Account or our other separate accounts.  The Guaranteed Interest
Division is a part of our General Account.

GUARANTEED INTEREST DIVISION

The Guaranteed Interest Division is another Division to which you may allocate
Premiums or make transfers.  The Account Value of the Guaranteed Interest
Division is equal to the Net Premium allocated to this Division plus any earned
interest minus deductions taken from this Division.  Interest is credited at the
guaranteed rate shown in the schedule or may be credited at a higher rate.  Any
higher rate is guaranteed to be in effect for at least 12 months.

LOAN DIVISION

The Loan Division is the account which is set aside to secure the Policy Loan,
if any.  See the Loan Provision section for information

                              TRANSFER PROVISIONS

After the Right to Examine Policy Period, your Account Value in each Division
may be transferred to any other Division of the Variable Account upon written
request.  Transfers from the Guaranteed Interest Division are subject to the
limitations as described in the Guaranteed Interest Division provision.  The
number of free transfers permitted in any one Policy year without an Excess
Transfer Charge, the total number of transfers permitted and the Excess Transfer
Charge are shown in the table below.  Any transfers made due to the operation of
the Automatic Rebalancing Feature or Dollar Cost Averaging will not count toward
the transfers allowed free of charge.  The minimum amount that may be
transferred from each Division is the lesser of $100 or the balance of a
Division.

The following table summarizes the number of transfers available and the
associated charges during any Policy year.
 
          ----------------------------------------------------------------------
          Free Transfers                         12
          ----------------------------------------------------------------------
          Total Number of Transfers Permitted    Unlimited
          ----------------------------------------------------------------------
          Excess Transfer Charge                 $25 for each transfer in 
                                                 excess of 12 during any Policy
                                                 year.
          ----------------------------------------------------------------------

TRANSFERS TO OR FROM THE GUARANTEED INTEREST DIVISION

Once during the first 30 days of each Policy year, you may transfer amounts from
the Guaranteed Interest Division.  Transfer requests received within 30 days
prior to the Policy anniversary will be deemed to occur as of the Policy
anniversary.  Transfer requests received on the Policy anniversary or within the
following 30 days will be processed; transfer requests received at any other
time will not be processed.  Transfers of your Account Value to the Guaranteed
Interest Division are not limited to this 30-day period.

Form 1195 (VUL)
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<PAGE>
 
The maximum transfer amount from the Guaranteed Interest Division in any Policy
year is the greatest of:

     a)   25% of your Account Value in the Guaranteed Interest Division at the
          time of the first transfer or withdrawal in a Policy year;
     b)   The minimum transfer amount; or
     c)   The sum of the amounts transferred and withdrawn from the Guaranteed
          Interest Division in the prior Policy year.

     For purposes of calculating the maximum transfer from the Guaranteed
     Interest Division, all Partial Withdrawals and transfers from the
     guaranteed Interest Division in a Policy year are summed.

EXCESS TRANSFER CHARGE

If you exceed the number of free transfers allowed, you will be assessed an
Excess Transfer Charge.  This charge will be deducted from each of the Divisions
in which you are invested in the same proportion that the amount of Account
Value in that Division bears to the Net Account Value immediately after the
transfer.

DOLLAR COST AVERAGING

If you have at least $10,000 of Account Value in either the Fidelity Investments
Money Market Division or the Neuberger & Berman Limited Maturity Bond Division,
you may choose to transfer a specified dollar amount each month from one of
these Divisions to other Divisions of the Variable Account.  Dollar Cost
Averaging transfers may not be made to the Guaranteed Interest Division.

The minimum amount that you may elect to transfer each month is $100.  The
maximum amount that you may transfer is equal to your Account Value in the
Division from which the transfer is taken when the election is made, divided by
12.

Dollar Cost Averaging may be elected to end on a specified date or when a
specific balance remains in the Fidelity Investments Money Market Division or
the Neuberger & Berman Limited Maturity Bond Division.

Percentage allocations of the transfer amount must be designated as whole number
percentages; no specific dollar designation may be made to the Divisions of the
Variable Account.  If you elect to transfer to a particular Division, the
minimum percentage that may be transferred to that Division is 1% of the total
amount transferred provided that the minimum allocation is at least $100.  The
transfer date will be the same calendar day each month as the Monthly Processing
Date.  If this calendar day is not a Valuation Date, the next Valuation Date
will be used.  If, on any transfer date, your Account Value in the chosen
Division is equal to or less than the amount you have elected to have
transferred, the entire amount will be transferred, and this option will end.
Dollar Cost Averaging may not begin until the Monthly Processing Date following
the end of the Right to Examine Policy Period.

You may change the transfer amount or the Divisions to which transfers are to be
made once each Policy year.  You may cancel this election by sending us written
notice at our Customer Service Center at least 7 days before the next transfer
date.  Any transfer under this option will not be included for purposes of the
Excess Transfer Charge.

If you elect both Dollar Cost Averaging and Automatic Rebalancing, Dollar Cost
Averaging will occur first.  On the first Valuation Date of the next calendar
quarter after Dollar Cost Averaging has terminated, Automatic Rebalancing will
begin.

Form 1195 (VUL)
Page 14
<PAGE>
 
AUTOMATIC REBALANCING

Automatic Rebalancing allows you to match your Account Value in each Division to
your allocation percentage for new Premiums.  Automatic Rebalancing can be
elected in your application or by completing the Automatic Rebalancing form and
returning it to our Customer Service Center.  As of the first Valuation Date of
each calendar quarter thereafter we will reallocate your Net Account Value so
that the amount in each Division matches your Premium allocation.  Automatic
Rebalancing may not begin until the monthly processing date following the end of
the Right to Examine Policy Period.

While this feature is in effect, we require that you allocate no more than 35%
of your Premiums to any one Division, and you must allocate your Premiums to at
least 5 Divisions.  If at any time during the operation of the Automatic
Rebalancing feature you request a change in Premium allocation which does not
meet these requirements, we will notify you that your allocation must be
changed.  We will not process such a request unless you also request that the
Automatic Rebalancing feature be discontinued.

When you request a change in Premium allocation that meets these requirements,
your Net Account Value will be reallocated as of the Valuation Date that we
receive your written allocation instructions.  Amounts will be transferred among
the Divisions to match the allocation for new Premiums.

During the operation of Automatic Rebalancing, you may not change your
allocation percentage to the Guaranteed Interest Division by more than 25% of
the percentage previously allocated to the Guaranteed Interest Division.

If you change your Premium allocation more than five times per Policy year,
there will be a $25 charge taken from your Account Value.  This charge will be
deducted from each of the Divisions of the Variable Account and the Guaranteed
Interest Division in the same proportion that your Account Value of each
Division bears to your Net Account Value as of the Valuation Date the allocation
change is effective.

Any transfer as a result of the operation of Automatic Rebalancing will not be
included in determining if the Excess Transfer Charge will apply.  You may not
transfer among Divisions while the Automatic Rebalancing feature is in effect.

If you elect both Dollar Cost Averaging and Automatic Rebalancing, Dollar Cost
Averaging will occur first.  On the first Valuation Date of the next calendar
quarter after Dollar Cost Averaging has terminated, Automatic Rebalancing will
begin

                            ACCOUNT VALUE PROVISIONS

The Account Value is the sum of the current amounts allocated to the Divisions
of the Divisions of the Variable Account and to the Guaranteed Interest Division
plus your balance in the loan Division.

The Account Value is based on the amount and number of Premiums paid, Policy and
rider charges assessed, loans and withdrawals taken, monthly deductions, Premium
Expense Charges, transaction charges, and the investment experience or credited
interest of the Division to which your Account Value is allocated.

Your Net Account Value is equal to your Account Value minus any Policy Loan and
accrued but unpaid loan interest.

Form 1195 (VUL)
Page 15
<PAGE>
 
NET PREMIUM

The Net Premium equals the Premium paid minus the Premium Expense Charges for
taxes and the appropriate Sales Load shown in the Schedule.  Premiums allocated
to an increase in coverage will be subject to a new Sales Load.  Premiums are
allocated in the same proportion that the Guideline Annual Premium of each
segment bears to the sum of the Guideline Annual Premiums of all segments.  The
Guideline Annual Premium for each coverage segment is shown in the Schedule.

ACCOUNT VALUES ON THE INVESTMENT DATE

The Account Value of each Division of the Variable Account and the Guaranteed
Interest Division as of the Investment Date is equal to:

     a)   The allocation to that Division of the first Net Premium paid (as
          determined by you); minus
     b)   The portion of any monthly deductions due on the Investment Date
          allocated to that Division.

The Account Value of the Loan Division as of the Investment Date is equal to
zero.

ACCUMULATION UNIT VALUE

The investment experience of a Division of the Variable Account is determined as
of each Valuation Date.  We use an Accumulation Unit Value to measure the
experience of each of the Variable Account Divisions during a Valuation Period.
We set the accumulation Unit Value at $10 on the Valuation Date when the first
investments in each Division of the Variable Account are made.  The Accumulation
Unit Value for a Valuation Period equals the Accumulation Unit Value for the
preceding Valuation Period multiplied by the Accumulation Experience Factor for
the Valuation Period.

The number of units for a given transaction related to a Division of the
Variable Account as of a Valuation Date is determined by dividing the dollar
value of that transaction by that Division's Accumulation Unit Value for that
date.

ACCUMULATION EXPERIENCE FACTOR

For each Division of the Variable Account, the Accumulation Experience Factor
reflects the investment experience of the Portfolio in which that Division
invests and the charges assessed against that Division for a Valuation Period.
The Accumulation Experience Factor is calculated as follows:

     a)   The net asset value of the Portfolio in which that Division invests as
          of the end of the current Valuation Period; plus
     b)   The amount of any dividend or capital gains distribution declared and
          reinvested in the Portfolio in which that Division invests during the
          current Valuation Period; minus
     c)   A charge for taxes, if any.
     d)   The result of (a), (b) and (c) divided by the net asset value of the
          Portfolio in which that Division invests as of the end of the
          preceding Valuation Period; minus
     e)   The daily equivalent of the Annual Mortality and Expense Risk Charge
          shown in the Schedule for each day in the current Valuation Period.

Form 1195 (VUL)
Page 16
<PAGE>
 
ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT

On subsequent Valuation Dates after the Investment Date, your Account Value of
each Division of the Variable Account is calculated as follows:

     a)   The number of Accumulation Units in that Division as of the beginning
          of the current Valuation Period multiplied by that Division's
          Accumulation Unit Value for the current Valuation Period; plus
     b)   Any additional Net Premiums allocated to that Division during the
          current Valuation Period; plus
     c)   Any Account Value transferred to or minus any Account Value
          transferred from the Variable Division during the current Valuation
          Period (including the applicable portion of any transfer fee); minus
     d)   Any Partial Withdrawals allocated to that Division and any applicable
          withdrawal service fees which are allocated to the Variable Division
          during the current Valuation Period; plus
     e)   Any amounts released from the Loan Division as a result of a loan or
          loan interest payment, or minus amounts transferred to the Loan
          Division as of a result of any loans which are allocated to the
          Variable Division during the current Valuation Period; minus
     f)   The portion of the monthly deduction allocated to the Variable
          Division, if a Monthly Processing Date occurs during the current
          Valuation Period.

ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION

On Valuation Dates after the Investment Date, your Account Value of the
Guaranteed Interest Division is calculated as follows:

     a)   The Account Value of the Guaranteed Interest Division at the end of
          the preceding Valuation Period plus interest at the declared rate
          credited during the current Valuation Period; plus
     b)   Any additional Net Premiums allocated to the Guaranteed Interest
          Division plus interest credited to these Premiums during the current
          Valuation Period; plus
     c)   Any account Value transferred to or minus any Account Value
          transferred from the Guaranteed Interest Division during the current
          Valuation Period (including the applicable portion of any transfer
          fee); minus
     d)   Any Partial Withdrawals taken and any applicable withdrawal service
          fees which are allocated to the Guaranteed Interest Division during
          the current Valuation Period; plus
     e)   Any amounts released from the Loan Division as a result of a loan or
          loan interest payment, or minus amounts transferred to the Loan
          division as of a result of any loans which are allocated to the
          Guaranteed Interest Division during the current Valuation Period;
          minus
     f)   The portion of the monthly deduction allocated to the Division, if a
          Monthly Processing Date occurs during the current Valuation Period.
   

ACCOUNT VALUE OF THE LOAN DIVISION

On Valuation Dates after the Investment Date, your Account Value of the Loan
Division is equal to:

     a)   The Account Value of the Loan Division on the prior Valuation Date;
          plus
     b)   Any interest credited to the Loan Division during the Valuation
          Period; plus
     c)   An amount equal to any additional loans since the prior Valuation
          Date; minus
     d)   Any loan repayments, including payment of loan interest in cash; plus
     e)   The amount of accrued loan interest if the Valuation Date is a Policy
          anniversary; minus
     f)   The amount of interest credited to the Loan Division during the year
          if the Valuation Date is a Policy anniversary.

Form 1195(VUL)
Page 17
<PAGE>
 
On Policy anniversaries, any amount of interest credited to the Loan Division
during the year is transferred from the Loan Division to the Variable Account
and Guaranteed Interest Divisions in the same proportion that your Account Value
in each Variable Division and the Guaranteed Interest Division bears to your Net
Account Value as of the Policy anniversary.

                         MONTHLY DEDUCTION AND REFUND

MONTHLY DEDUCTION

The monthly deduction is equal to:

     a)   the cost of insurance charges for this Policy; plus
     b)   the monthly charges for any other additional benefits provided by
          rider; plus
     c)   the monthly expense charges shown in the Schedule.

The monthly deductions allocated to the Divisions of the Variable Account and
Guaranteed Interest Division in the same proportion that your Account Value in
the Division bears to your Net Account Value as of the Monthly Processing Date.
This deduction is taken from your Account Value as of the monthly Processing
Date.

COST OF INSURANCE

The cost of insurance is determined on a monthly basis for each coverage
segment.  Such cost is the monthly cost of insurance rate for the Insured's
Premium Class multiplied by the net amount at risk.  The net amount at risk is
(a) minus (b) where:

     a)   is the Base Death Benefit for all coverage segments as of the Monthly
          Processing date after the monthly deductions (other than cost of
          insurance charges for the Base Death Benefit, any Adjustable Term
          Insurance Rider and any Waiver of Monthly Deductions Rider), divided
          by 1 plus the monthly equivalent of the Guaranteed Interest Rate for
          the Guaranteed Interest Division as shown in the Schedule; and
     b)   is your Account Value as of the Monthly Processing Date after the
          monthly deductions (other than the cost of insurance for the Base
          Death Benefit, any Adjustable Term Insurance Rider and any Waiver of
          Monthly Deduction Rider).

The cost of insurance rates will be determined by us from time to time.  They
will be based on the sex and age as of the Effective Date of coverage, the
duration since the coverage began and the Premium Class.  Any change in rates
will apply to all individuals of the same Premium Class and whose policies have
been in effect for the same length of time.  The rates will never exceed those
rates shown in the Table of Guaranteed Rates in the Schedule as adjusted for any
special Premium Class.

Each time there is a new coverage segment of Stated Death Benefit due to a
requested increase, the net amount at risk will be allocated to each coverage
segment in the same proportion that the Stated Death Benefit of that segment
bears to the total Policy Stated Death Benefit.  Different rates will apply to
each segment depending upon the Premium Class, the Age as of the Effective Date
of the increase and the duration since the Effective Date of the increase.

Form 1195(VUL)
Page 18
<PAGE>
 
PERSISTENCY REFUND

Each month your Policy or a coverage segment of Stated Death Benefit remains in
force after its tenth Policy anniversary, we will credit your Account Value with
a refund equivalent to 0.5% of your Account Value on an annual basis for that
segment (0.04167% monthly).  Your Account Value will be allocated to each
coverage segment based upon the number of completed Policy years the segment has
been in force and the size of the Guideline Annual Premium for the segment as
shown in the Schedule.

The persistency refund will be added to the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value in each Division bears to your Net Account Value as of the Monthly
Processing Date.

                                LOAN PROVISIONS

POLICY LOANS

You may obtain a Policy Loan after the first Policy anniversary.  The maximum
amount you may borrow at any time equals (a) minus (b) where (a) is equal to:
     1)   Account Value minus (12 times the current monthly deduction);
     2)   Multiplied by (1 + Policy Loan Interest Rate);
     3)   Divided by (1 + Guaranteed Interest Rate credited to Loan Division);
and where (b) is equal to any outstanding Policy Loan and accrued loan interest.
The Policy Loan is a first Lien on your Policy.  The minimum amount you may
borrow is shown in the Schedule.  The outstanding Policy Loan amount is equal to
the loan amount as of the beginning of the Policy year plus new loans and minus
loan repayments.

LOAN INTEREST

The annual Policy Loan interest rate is shown in the Schedule.  If a loan is
made, interest is due and payable at the end of the Policy year.  Thereafter,
interest on the loan amount is due annually at the end of each Policy year until
the loan is repaid.  If interest is not paid when due, it is added to the Policy
Loan.

If the Policy Loan amount plus any accrued interest equals or exceeds the
Account Value, a Premium sufficient to keep this Policy in force must be paid as
provided in the Grace Period provision.

LOAN DIVISION

When a Policy Loan is taken or when interest is not paid in cash when due, an
amount equal to the loan is transferred from the Divisions of the Variable
Account and the Guaranteed Interest Division to the Loan Division to secure the
loan.  This amount will be deducted from the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value in each Division bears to your Net Account Value as of the date the
transfer is effective.  Your Account Value in the Loan Division will be credited
with interest at the interest rate for the Loan Division shown in the Schedule.

When a loan repayment is made an amount equal to the repayment is transferred
from the Loan Division to the Guaranteed Interest Division and the Divisions of
the Variable Account in the same proportion as your current Premium allocation
unless you request a different allocation.

Form 1195(VUL)
Page 19
<PAGE>
 
                         PARTIAL WITHDRAWAL PROVISIONS

You may apply for a Partial Withdrawal of your Account Value on any monthly
Processing Date after the first Policy anniversary by writing to us at our
Customer Service Center.  The minimum and maximum Partial Withdrawal amounts are
shown in the Schedule.  When a Partial Withdrawal is made, the amount of the
withdrawal plus a service fee is deducted from your Account Value.  The amount
of the service fee is shown in the Schedule.  We limit the number of Partial
Withdrawals in a Policy year and this number is shown in the Schedule.

The Stated Death Benefit is not reduced by a Partial Withdrawal taken when the
Base Death Benefit has been increased to qualify your Policy as life insurance
under the Federal income tax laws and the amount withdrawn is no greater than
that which reduces your Account Value to the level which no longer requires the
Base Death Benefit to be increased for Federal income tax law purposes.

For a Policy under an Option 1 death benefit, the Stated Death Benefit is not
reduced by a Partial Withdrawal in the circumstances described above.  In
addition, if no more than 16 years have elapsed since the Policy date and the
Insured is not yet Age 81, a Partial Withdrawal of an amount up to 10% of your
Account Value or, if greater, 5% of the Stated Death Benefit, calculated
immediately before the Partial Withdrawal is taken will not reduce the State
Death Benefit.  Any additional amount withdrawn reduces your Stated Death
Benefit by that additional amount.

For a Policy under an Option 2 death benefit, a Partial Withdrawal does not
reduce your Stated Death Benefit.  For a Policy under an Option 3 death benefit,
your Stated Death Benefit will be reduced by any amount of the Partial
Withdrawal in excess of Premiums paid to the date of the Partial Withdrawal.

Any reduction in death benefit or Account Value will occur as of the date the
Partial Withdrawal occurs.  No Partial Withdrawal will be allowed if the Stated
Death Benefit remaining in force after any such Partial Withdrawal would be
reduced below the minimum Stated Death Benefit shown in the Schedule.

For a Policy under an Option 2 or Option 3 death benefit, a Partial Withdrawal
reduces the Base Death Benefit by the amount of the withdrawal.  Under any death
benefit option, if the Base Death Benefit has been increased in order to qualify
your Policy as a life insurance contract under the Federal income tax laws, the
Partial Withdrawal reduces the Base Death Benefit by an amount greater than the
withdrawal.

You may specify how much of the withdrawal you wish taken from each Division of
the Variable Account or from the Guaranteed Interest Division.  You may not
withdraw from the Guaranteed Interest Division more than the total withdrawal
times the ratio of your Account Value in the Guaranteed Interest Division to
your Net Account Value immediately prior to the withdrawal.  Unless you indicate
otherwise, we will make the withdrawal from the amounts in the Guaranteed
Interest Division and the Divisions of the Variable Account in the same
proportion that your Account Value in each Division bears to your Net Account
Value immediately prior to the withdrawal.  The withdrawal service fee is
deducted from each Variable Division and the Guaranteed Interest Division in the
same proportion that your Account Value of each division bears to your Net
Account Value immediately after the withdrawal.

We may send you a new Schedule to reflect the effect of the withdrawal,
including any changes to the Stated Death Benefit. We may ask you to return your
Policy to our Customer Service Center to make this change. The withdrawal and
the reductions in death benefits will be effective as of the Valuation Date
after we received your request.

Form 1195(VUL)
Page 20
<PAGE>
 
                             SURRENDER PROVISIONS

SURRENDER VALUE

The net Cash Surrender Value on any date will be your Account Value plus any
refund of sales charges due and minus any Policy Loan including accrued but
unpaid loan interest.

BASIS OF COMPUTATIONS

The Cash Surrender Value under the Policy is not less than the minimums required
as of the Policy date by the state in which your Policy was delivered.  A
detailed statement of the method of computation of Policy Values under the
Policy has been filed with the insurance department of the state in which the
Policy was delivered, if required.

FULL SURRENDERS

You may surrender your Policy after the Right to Examine Period or at any time
during the lifetime of the Insured and receive the net Cash Surrender Value.  We
will compute the net Cash Surrender Value as of the next Valuation Date after we
receive both your request and the Policy at our Customer Service Center.  This
Policy will be canceled as of the date we receive your request, and there will
be no further benefits under this Policy.

If you surrender your Policy within the first two Policy years but after the
Right to Examine Policy Period has ended, the net Cash Surrender Value will
include a refund of a portion of the sales charges which were previously
deducted from your premiums paid.  In the first Policy year, the refund is equal
to 5% of the premium paid up to the Target Premium.  In the second year, the
refund is equal to 2.5% of the premium paid in the first Policy year, up to the
Target Premium.

            GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS

GRACE PERIOD

If the following three conditions occur on a Monthly Processing Date, the Policy
will enter into the 61 day Grace Period:

     a)   The Net Account Value is zero or less; and
     b)   The Guarantee Period shown in the Schedule and described below has
          expired or been terminated; and
     c)   The three year continuation period described below has expired or the
          required Premium for the three year continuation period has not been
          paid.

We will give you a 61 day Grace Period from this Monthly Processing Date to make
the required Premium payment.  The required Premium payment then due must be
paid to keep the Policy in force.  If this amount is not received in full by the
end of the Grace Period, the Policy will lapse without value.  The required
Premium payment will be equal to past due charges plus an amount we expect to be
sufficient to keep the Policy and any riders in force for 2 months following the
receipt of the required Premium payment.  If we receive at least the required
Premium payment during 

Form 1195(VUL)
Page 21
<PAGE>
 
the Grace Period we will make deductions from the Net Premium payment for the
past due amounts and apply any re remaining amount as Premium to the Policy.

Notice of the amount of the required Premium payment will be mailed to you or
any assignee at the last known address at least 30 days before the end of the
Grace Period.  If the Insured dies during the Grace Period, we will deduct any
overdue monthly deductions from the death Proceeds of the Policy.

THREE YEAR CONTINUATION PERIOD

During the first 3 Policy years, if at all times the sum of your Premiums paid
minus the sum of your Partial Withdrawals, Policy Loans taken and accrued but
unpaid interest, is greater than or equal to:  one-twelfth of the minimum Annual
Premium multiplied by the number of complete months your Policy has been in
force, your Policy will remain in force regardless of the Net Account Value.
The Minimum Annual Premium is shown in the Schedule.  If you increase the Stated
Death Benefit during the first 3 Policy years, the new Schedule will show a
revised Minimum Annual Premium which will be used for future tests to determine
if your Policy will remain in force under this provision.

GUARANTEE PERIOD

The Policy will not be terminated during the Guarantee Period even if the Net
Account Value is zero.

The Guarantee Period is the period you have selected in your application and
will expire on the date shown in the Schedule.  If you have selected the
lifetime Guarantee Period, the Guarantee Period will expire on the Maturity Date
shown in the Schedule.  The Guarantee Period will be terminated prior to the
selected date if, on any Monthly Processing Date:

     a)   The actual Premiums paid, minus the amount of any Partial Withdrawals
          and any Policy Loan including accrued but unpaid interest; are less
          than
     b)   One- twelfth the Guarantee Period Annual Premium multiplied by the
          number of complete months the Policy has been in force.

If you have increased your death benefit, your Guarantee Period Annual Premium
is increased.  In order to determine the required premium to maintain your
Guarantee Period, one-twelfth of each Guarantee Period Annual Premium is
multiplied by the number of months this Premium amount was in effect.  Each of
these resulting amounts is summed and the total is used in (b) above.

The Guarantee Period will also be terminated if your Account Value on any
Monthly Processing Date is not diversified according to the following rules:

     a)   No more than 35% of your Net Account Value may be invested in any one
          Division; and
     b)   Your Net Account Value must be invested in at least 5 Divisions.

You will satisfy these diversification requirements if i) you are participating
in the Automatic Rebalancing Feature, or ii) you elect Dollar Cost Averaging and
direct the resulting transfers into at least 4 other Divisions with no more than
35% of any transfer being to any one Division.

Form 1195(VUL)
Page 22
<PAGE>
 
The Guarantee Period will apply to the Stated Death Benefit which is shown on
the original Schedule and to any subsequent coverage segments of Stated Death
Benefit which are added after the Policy date.  The Guarantee Period Annual
Premium is shown in the Schedule.

TERMINATION
All coverage provided by this Policy will end as of the earliest of:

     a)    The date the Policy is surrendered;
     b)    The date of death of the Insured;
     c)    The Maturity Date of the Policy; or
     d)    The date the Grace Period ends without payment of the required
           Premium.

REINSTATEMENT

The Policy may be reinstated within five years after the beginning of the Grace
Period.  The reinstatement will be effective as of the Monthly Processing Date
on or next following the date we approve your written application.

We will reinstate the Policy and any riders if the following conditions are met:

     a)   You have not surrendered the Policy for its net Cash Surrender Value;
     b)   You submit evidence satisfactory to us that the Insured and those
          insured under any riders are still insurable according to our normal
          rules of underwriting for this type of Policy; and
     c)   We receive payment of the amount of Premium sufficient to keep the
          Policy and any riders in force from the beginning of the Grace Period
          to the end of the expired Grace Period and for 2 months after the date
          of reinstatement. We will let you know, at the time you request
          reinstatement, the amount of Premium needed for this purpose.

We will reinstate any Policy Loan, with accrued loan interest to the end of the
Grace Period, which existed when coverage ended.

Upon reinstatement, the Net Premium received minus past due amounts will be
allocated to the Divisions of the Variable Account and the Guaranteed Interest
Division according to the Premium allocation percentages in effect at the start
of the Grace Period or as directed by you in writing at the time of
reinstatement.

DEFERRAL OF PAYMENT

Requests for transfers, withdrawals, payment of proceeds on the Maturity Date or
a full surrender will be processed within 7 days of receipt of the request in a
form acceptable to us.  However, we may postpone the processing of any such
Variable Account transactions for any of the following reasons:

     a)   The NYSE is closed, other than customary weekend and holiday closings.
     b)   Trading on the NYSE is restricted by the SEC.
     c)   The SEC declares that an emergency exists as a result of which
          disposal of securities in the Variable Account is not reasonably
          practicable to determine your Account Value in the Divisions.

Form 1195(VUL)
Page 23
<PAGE>
 
     d)   A governmental body having jurisdiction over the Variable Account by
          order permits such suspension.

Rules and regulations of the SEC, if any, are applicable and will govern as to
whether conditions described in (b), (c), or (d) exist.

Death proceeds will be paid within 7 days of determination of the proceeds and
are not subject to deferment. We may defer for up to 6 months payment of any
surrender proceeds, withdrawal or loan amounts from the Guaranteed Interest
Division.

                           GENERAL POLICY PROVISIONS

THE POLICY

The Policy, including the original application and applications for an increase,
riders, endorsements, any Schedule pages, and any reinstatement applications
make up the entire contract between you and us.  A copy of the original
application will be attached to the policy at issue.  A copy of any application
as well as a new Schedule will be attached or furnished to you for attachment to
the Policy at the time of any change in coverage.  In the absence of fraud, all
statements made in any application will be considered representations and not
warranties.  No statement will be used to deny a claim unless it is in an
application.

AGE

The Policy is issued at the Age shown in the Schedule.  This is the Insured's
Age nearest birthday on the Policy date.  The Insured's Age at any time is the
Age shown in the Schedule increased by the number of completed Policy years.

PROCEDURES

We must receive any election, designation, assignment or any other change
request you make in writing, except those specified on the application.  It must
be in a form acceptable to us.  We may require a return of the Policy for any
change or for a full surrender.  We are not liable for any action we take before
we receive and record the written request at our Customer Service Center.

In the event of the death of the Insured before the Maturity Date, please let us
or our agent know as soon as possible.  Claim procedure instructions will be
sent to the Beneficiary immediately.  We may require proof of Age and a
certified copy of the death certificate.  We may require the Beneficiary and
next of kin to sign authorizations as part of due proof.  These authorization
forms allow us to obtain information about the Insured, including, but not
limited to, medical records of physicians and hospitals used by the Insured.

OWNERSHIP

The original Owner is the person named as the Owner in the application.  You, as
the Owner, can exercise all rights and receive the benefits during the Insured's
life before the Maturity Date.  This includes the right to change the Owner,
Beneficiaries, and methods for the payment of proceeds.  All rights of the Owner
are subject to the rights of any assignee and any irrevocable Beneficiary.

You may name a new Owner by sending written notice to us.  The Effective Date of
the change to the new Owner will be the date you sign the notice.  The change
will not affect any payment made or action taken by us before recording the
change at our Customer Service Center.

Form 1195 (VUL)
Page 24
<PAGE>
 
BENEFICIARIES

The primary Beneficiary surviving the Insured will receive any death Proceeds
which become payable.  Surviving contingent Beneficiaries are paid death
Proceeds only if no primary Beneficiary has survived the Insured.  If more than
one Beneficiary in a class survives the Insured, they will share the death
Proceeds equally, unless your designation provides otherwise.  If there is no
designated Beneficiary surviving, you or your estate will be paid the death
Proceeds.  The Beneficiary designation will be on file with us or at a location
designated by us.  While you are living, you may name a new Beneficiary.  The
Effective Date of the change will be the date the request was signed.  We will
pay proceeds to the most recent Beneficiary designation on file.  We will not be
subject to multiple payments.

EXCHANGE RIGHT

If, for any reason within the first 2 Policy years or within 2 years of the
Effective Date of an increase, you want to exchange this Policy for a Policy in
which values do not vary with the investment experience of the Variable Account,
we will exchange this Policy.  This transfer will not be subject to the Excess
Transfer Charge.  The exchange will be implemented by transferring your Account
Value in all the Divisions of the Variable Account to the Guaranteed Interest
Division and removing your future right to choose to allocate funds to the
Divisions of the Variable Account.  We will require a return of this Policy
before this change will be processed.

COLLATERAL ASSIGNMENT

You may assign this Policy as collateral security by written notice to us.  Once
it is recorded with us, the rights of the Owner and Beneficiary are subject to
the assignment.  It is your responsibility to make sure the assignment is valid.

INCONTESTABILITY

After this Policy has been in force during the Insured's life for 2 years from
the Policy date, we will not contest the statements in the application attached
at issue.

After this Policy has been in force during the Insured's life for 2 years from
the Effective Date of any increase in any benefit with respect to the Insured,
we will not contest the statements in the application for the increase.

After this Policy has been in force during the Insured's life for 2 years from
the Effective Date of any reinstatement, we will not contest the statements in
the application for such reinstatement.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Insured has been misstated, the death benefit will be
adjusted.  The death benefit will be that which the cost of insurance which was
deducted from you Account Value on the last Monthly Processing Date prior to the
death of the Insured would have purchased for the Insured's correct age and sex.

Form 1195 (VUL)
Page 25
<PAGE>
 
SUICIDE EXCLUSION

If the Insured commits suicide, while sane or insane, within 2 years of the
Policy date, we will make a limited payment to the Beneficiary.  We will pay in
one sum the amount of all Premiums paid to us during that time, minus any
outstanding Policy Loan (including accrued but unpaid interest) and Partial
Withdrawals.  If the Insured commits suicide, while sane or insane, within 2
years of the Effective Date of an increase in the Stated Death Benefit, we will
make a limited payment to the Beneficiary for the increase.  This payment will
equal the cost of insurance and any applicable monthly expense charges deducted
for such increase.

PERIODIC REPORTS

We will send you at least once each year a report which shows the current
Account Value, Cash Surrender Value and Premiums paid since the last report.
The report will also show the allocation of your Account Value as of the date of
the report and the amounts added to or deducted from your Account Value of each
Division since the last report.  The report will include any other information
that may be currently required by the Insurance supervisory official of the
jurisdiction in which this Policy is delivered.

ILLUSTRATION OF BENEFITS AND VALUES

We will send you, upon written request, a hypothetical illustration of future
death benefits and Account Values.  This illustration will include the
information as required by the laws or regulations where this Policy is
delivered.  If you request more than one illustration during a Policy year, we
will charge a reasonable fee for each additional illustration.  The maximum
amount of this fee is shown in the Schedule.

NONPARTICIPATING

The Policy does not participate in our surplus earnings.

CUSTOMER SERVICE CENTER

Our Customer Service Center is at the address shown in the Schedule.  Unless you
are otherwise notified:

     a)    All requests and payments should be sent to us at our Customer
           Service Center; and
     b)    All transactions are effective as of the Valuation Date the required
           information is received at our Customer Service Center.

                         PAYOUTS OTHER THAN AS ONE SUM

ELECTION

During the Insured's lifetime, you may elect that the Beneficiary receive the
proceeds upon death of the Insured other than in one sum.  If you have not made
an election, the Beneficiary may do so within 60 days after the Insured's death.
You may also elect to take the net Cash Surrender Value of the Policy upon its
surrender other than in one sum.  Satisfactory written request must be received
at our Customer Service Center before payment can be made.  A payee that is not
a natural person may not be named without our consent.  The various methods of
settlement are shown below.

Form 1195 (VUL)
Page 26
<PAGE>
 
PAYOUT OPTIONS

OPTION I.  PAYOUTS FOR A DESIGNATED PERIOD.  Payouts will be made in 1, 2, 4, or
12 installments per year as elected for a designated period, which may be 5 to
30 years.  The installment dollar amounts will be equal except for any Excess
Interest as described below.  The amount of the first monthly payout for each
$1,000 of Account Value applied is shown in Settlement Option Table I.

OPTION II.  LIFE INCOME WITH PAYOUTS FOR DESIGNATED PERIOD.  Payouts will be
made in 1, 2, 4, or 12 installments per year throughout the payee's lifetime, or
if longer, for a period of 5, 10, 15 or 20 years as elected.  The installment
dollar amounts will be equal except for any Excess Interest, as described below.
The amount of the first monthly payout for each $1,000 of Account Value applied
is shown in Settlement Option Table II.  This option is not available for ages
not shown in the Table.

OPTION III.  HOLD AT INTEREST.  Amounts may be left on deposit with us to be
paid upon the death of the payee or at any earlier date elected.  Interest on
any unpaid balance will be at the rate declared by us or at any higher rate
required by law.  Interest may be accumulated or paid in 1, 2, 4, or 12
installments per year, as elected.  Money may not be left on deposit for more
than 30 years.

OPTION IV.  PAYOUTS OF A DESIGNATED AMOUNT.  Payouts will be made until
proceeds, together with interest, which will be at the rate declared by us or at
any higher rate required by law, are exhausted.  Payouts will be made in 1, 2,
4, or 12 equal installments per year, as elected.

OPTION V.  OTHER.  Settlement may be made in any other manner as agreed upon in
writing between you (or the Beneficiary) and us.

CHANGE AND WITHDRAWAL

You may change an election at any time before the death of the Insured or
maturity of the Policy.  If you have given the Beneficiary the right to make
changes or withdrawals, or if the Beneficiary has elected the option, the
Beneficiary (as primary payee) may take the actions below.

     a)    Changes may be made from Payout Options I, III, and IV to another
           option.
     b)    Full withdrawals may be made under Payout Option III or IV. Partial
           Withdrawals of not less than $300 may be made under Payout Option
           III.
     c)    Remaining installments under Payout Option I may be commuted at 3
           1/2% interest and received in one sum.
     d)    Changes in any contingent payee designation may be made.

A written request must be sent to our Customer Service Center in writing to make
a change or withdrawal. We also may require that you send in the Supplemental
Policy. We may defer payment of commuted and withdrawable amounts for a period
up to 6 months.

EXCESS INTEREST

If we declare that Payout Options are to be credited with an interest rate above
that guaranteed, it will apply to Payout Options I, II, III, and IV.  The
crediting of excess interest for one period does not guarantee the higher rate
for other periods.  Any declared interest rate will be in effect for at least 12
months.

Form 1195 (VUL)
Page 27
<PAGE>
 
MINIMUM AMOUNTS

The minimum amount which may be applied under any option is $2,000.  If the
payments to the payee are ever less than $20, we may change the frequency of
payments so as to result in payments of at least that amount.

SUPPLEMENTARY POLICY

When an option becomes effective, the Policy will be surrendered in exchange for
a Supplementary Policy.  It will provide for the manner of settlement and rights
of the payees.  The Supplementary Policy's Effective Date will be the date of
the Insured's death or the date of other settlement.  The first payment under
Options I, II, and IV will be payable as of the Effective Date.  The first
interest payment under Option III will be made as of the end of the interest
payment period elected.  Subsequent payments will be made in accordance with the
frequency of payment elected.  The Supplementary Policy may not be assigned or
payments made to another without our consent.

INCOME PROTECTION

Unless otherwise provided in the election, a payee does not have the right to
commute, transfer or encumber amounts held or installments to become payable.
To the extent provided by law, the proceeds, amount retained, and installments
are not subject to any payee's debts, policies, or engagements.

DEATH OF PRIMARY PAYEE

Upon the primary payee's death, any payments certain under Option I or II,
interest payments under Option III, or payments under Option IV will be
continued to the contingent payee.  Or, amounts may be released in one sum if
permitted by the Policy.  The final payee will be the estate of the last to die
of the primary payee and any contingent payee.

PAYMENTS OTHER THAN MONTHLY

The tables which follow show monthly installments for Options I and II.  To
arrive at annual, semiannual, or quarterly payments, multiply the appropriate
figures by 11.813, 5.957 or 2.991 respectively.  Factors for other periods
certain or for other options which may be provided by mutual agreement will be
provided upon reasonable  request.

Form 1195 (VUL)
Page 28
<PAGE>
 
                           SETTLEMENT OPTION TABLES

                           SETTLEMENT OPTION TABLE I

                         (Per $1,000 of Net Proceeds)

<TABLE>
<CAPTION>
- ---------------------------------------------------------- 
    NO. OF         MONTHLY        NO. OF        MONTHLY
YEARS PAYABLE    INSTALLMENTS  YEARS PAYABLE  INSTALLMENTS
- ---------------------------------------------------------- 
<S>              <C>           <C>            <C>
       1            $84.65           16            6.76
- ----------------------------------------------------------  
       2             43.05           17            6.47
- ---------------------------------------------------------- 
       3             29.19           18            6.20
- ----------------------------------------------------------  
       4             22.27           19            5.97
- ---------------------------------------------------------- 
       5             18.12           20            5.75
- ---------------------------------------------------------- 
- ---------------------------------------------------------- 
       6             15.35           21            5.56
- ----------------------------------------------------------  
       7             13.38           22            5.39
- ---------------------------------------------------------- 
       8             11.90           23            5.24
- ---------------------------------------------------------- 
       9             10.75           24            5.09
- ---------------------------------------------------------- 
      10              9.83           25            4.96
- ---------------------------------------------------------- 
- ---------------------------------------------------------- 
      11              9.09           26            4.84
- ----------------------------------------------------------  
      12              8.46           27            4.73
- ---------------------------------------------------------- 
      13              7.94           28            4.63
- ---------------------------------------------------------- 
      14              7.49           29            4.53
- ---------------------------------------------------------- 
      15              7.10           30            4.45
- ----------------------------------------------------------
</TABLE>

Form 1195 (VUL)
Page 29
<PAGE>
 
                          SETTLEMENT OPTION TABLE II

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   (Per $1,000 of Net Proceeds)
- ------------------------------------------------------------------------------------------------------------------------------------
   Age of Payee Nearest                     Monthly                     Age of Payee Nearest               Monthly
   Birthday When First                    Installment                   Birthday When First              Installments
  Installment is Payable                                               Installment is Payable
- ------------------------------------------------------------------------------------------------------------------------------------

                    5 Years     10 Years    15 Years    20 Years                        5 Years     10 Years    15 Years    20 Years
Male     Female     Certain     Certain     Certain     Certain     Male     Female     Certain     Certain     Certain     Certain
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>         <C>         <C>         <C>         <C>      <C>        <C>         <C>         <C>         <C>
 15        20        3.31        3.31        3.31         3.31       33        38         3.77        3.77        3.75        3.74
- ------------------------------------------------------------------------------------------------------------------------------------
 16        21        3.33        3.33        3.33         3.32       34        39         3.80        3.80        3.79        3.77
- ------------------------------------------------------------------------------------------------------------------------------------
 17        22        3.35        3.35        3.34         3.34       35        40         3.84        3.84        3.83        3.81
- ------------------------------------------------------------------------------------------------------------------------------------
 18        23        3.37        3.37        3.36         3.36       36        41         3.88        3.88        3.87        3.84
- ------------------------------------------------------------------------------------------------------------------------------------
 19        24        3.39        3.38        3.38         3.38       37        42         3.93        3.93        3.91        3.88
- ------------------------------------------------------------------------------------------------------------------------------------
 20        25        3.41        3.40        3.40         3.40       38        43         3.97        3.97        3.95        3.92
- ------------------------------------------------------------------------------------------------------------------------------------
 21        26        3.43        3.43        3.42         3.42       39        44         4.02        4.02        4.00        3.96
- ------------------------------------------------------------------------------------------------------------------------------------
 22        27        3.45        3.45        3.44         3.44       40        45         4.07        4.07        4.05        4.00
- ------------------------------------------------------------------------------------------------------------------------------------
 23        28        3.47        3.47        3.47         3.46       41        46         4.13        4.13        4.09        4.05
- ------------------------------------------------------------------------------------------------------------------------------------
 24        29        3.50        3.49        3.49         3.48       42        47         4.18        4.18        4.14        4.09
- ------------------------------------------------------------------------------------------------------------------------------------
 25        30        3.52        3.52        3.57         3.51       43        48         4.24        4.24        4.20        4.14
- ------------------------------------------------------------------------------------------------------------------------------------
 26        31        3.55        3.54        3.54         3.53       44        49         4.30        4.30        4.25        4.18
- ------------------------------------------------------------------------------------------------------------------------------------
 27        32        3.58        3.57        3.57         3.56       45        50         4.36        4.36        4.31        4.23
- ------------------------------------------------------------------------------------------------------------------------------------
 28        33        3.60        3.60        3.59         3.58       46        51         4.43        4.43        4.37        4.28
- ------------------------------------------------------------------------------------------------------------------------------------
 29        34        3.64        3.63        3.60         3.61       47        52         4.49        4.49        4.43        4.34
- ------------------------------------------------------------------------------------------------------------------------------------
 30        35        3.67        3.66        3.65         3.64       48        53         4.56        4.56        4.49        4.39
- ------------------------------------------------------------------------------------------------------------------------------------
 31        36        3.70        3.70        3.69         3.67       49        54         4.64        4.64        4.55        4.44
- ------------------------------------------------------------------------------------------------------------------------------------
 32        37        3.74        3.73        3.72         3.70       50        55         4.77        4.71        4.62        4.50
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

Form 1195 (VUL)
Page 30
<PAGE>
 
                          SETTLEMENT OPTION TABLE II
 
                                  (Continued)

<TABLE> 
<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   (Per $1,000 of Net Proceeds)
- ------------------------------------------------------------------------------------------------------------------------------------
   Age of Payee Nearest                     Monthly                     Age of Payee Nearest               Monthly
   Birthday When First                    Installment                   Birthday When First              Installments
  Installment is Payable                                               Installment is Payable
- ------------------------------------------------------------------------------------------------------------------------------------
                    5 Years     10 Years    15 Years    20 Years                        5 Years     10 Years    15 Years    20 Years
Male     Female     Certain     Certain     Certain     Certain     Male     Female     Certain     Certain     Certain     Certain
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>         <C>         <C>         <C>         <C>      <C>        <C>         <C>         <C>         <C>
 51        56         4.85        4.79        4.69       4.55        69        74         7.52        7.00        6.29       5.56  
- ------------------------------------------------------------------------------------------------------------------------------------
 52        57         4.94        4.87        4.76       4.61        70        75         7.77        7.17        6.38       5.60  
- ------------------------------------------------------------------------------------------------------------------------------------
 53        58         5.04        4.96        4.84       4.67        71        76         8.04        7.35        6.47       5.63  
- ------------------------------------------------------------------------------------------------------------------------------------
 54        59         5.14        5.05        4.91       4.73        72        77         8.32        7.53        6.55       5.66  
- ------------------------------------------------------------------------------------------------------------------------------------
 55        60         5.24        5.14        4.99       4.79        73        78         8.62        7.71        6.63       5.68  
- ------------------------------------------------------------------------------------------------------------------------------------
 56        61         5.35        5.24        5.07       4.85        74        79         8.94        7.89        6.71       5.70  
- ------------------------------------------------------------------------------------------------------------------------------------
 57        62         5.47        5.34        5.15       4.91        75        80         9.28        8.07        6.78       5.72  
- ------------------------------------------------------------------------------------------------------------------------------------
 58        63         5.59        5.45        5.24       4.97        76        81         9.63        8.25        6.84       5.73  
- ------------------------------------------------------------------------------------------------------------------------------------
 59        64         5.71        5.56        5.33       5.03        77        82        10.00        8.43        6.89       5.74  
- ------------------------------------------------------------------------------------------------------------------------------------
 60        65         5.85        5.68        5.42       5.10        78        83        10.39        8.60        6.94       5.74  
- ------------------------------------------------------------------------------------------------------------------------------------
 61        66         5.99        5.80        5.51       5.16        79        84        10.80        8.77        6.98       5.75  
- ------------------------------------------------------------------------------------------------------------------------------------
 62        67         6.15        5.93        5.61       5.21        80        85        11.22        8.93        7.01       5.75  
- ------------------------------------------------------------------------------------------------------------------------------------
 63        68         6.31        6.07        5.70       5.27        81                  11.66        9.08        7.04       5.75  
- ------------------------------------------------------------------------------------------------------------------------------------
 64        69         6.48        6.21        5.80       5.33        82                  12.12        9.21        7.06       5.75  
- ------------------------------------------------------------------------------------------------------------------------------------
 65        70         6.66        6.35        5.90       5.38        83                  12.60        9.34        7.07       5.75  
- ------------------------------------------------------------------------------------------------------------------------------------
 66        71         6.86        6.50        6.00       5.43        84                  13.09        9.44        7.08       5.75  
- ------------------------------------------------------------------------------------------------------------------------------------
 67        72         7.07        6.66        6.10       5.48        85                  13.59        9.54        7.09       5.75  
- ------------------------------------------------------------------------------------------------------------------------------------
 68        73         7.29        6.83        6.19       5.52                
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Form 1195 (VUL)
Page 31

<PAGE>
 
                  FAIL-SAFE ENDORSEMENT UNDER THE 7-PAY TEST
              (USING PREMIUM BACK-OUT ONLY THROUGH 60-DAY PERIOD)
                                        
I.        GENERAL

     This endorsement is intended to confirm your intent at issue to keep the
     Policy to which it is attached from being treated as a "modified endowment
     contract" for Federal tax purposes, so long as this endorsement remains in
     effect. To that end the provisions of the Policy (including this
     endorsement and any other rider or endorsement) shall be interpreted to
     prevent the Policy from being subject to such treatment, notwithstanding
     any other provision to the contrary, so long as this endorsement remains in
     effect. We reserve the right to amend the Policy to reflect any
     clarifications that may be needed or are appropriate, including any rider,
     to achieve this objective.

II.       REFUND OF EXCESS PREMIUM

     If at any time the premiums or other amounts paid under the Policy exceed
     the limit for avoiding such treatment, we have the right to remove such
     excess amount from the Policy as of the date of its payment (together with
     interest), and make any appropriate adjustments in the Policy's values and
     death benefit as of such date. We have the right to refund so long as this
     excess amount (and interest) is refunded to the policy owner no later than
     60 days after the end of the applicable policy year.

     Prior to being refunded, any such excess amount (and interest) shall be
     applied to repay any outstanding loan balance under the Policy.

III.      DEATH BENEFIT ADJUSTMENT

     If this excess amount (and interest) is not refunded by the end of the 60-
     day period, the death benefit under the Policy, including any rider, shall
     be increased retroactively and prospectively to the minimum extent
     necessary so that at no time is this death benefit ever less than the
     amount needed to avoid such treatment as a modified endowment contract. To
     the extent that the death benefit as of any time is increased by the
     provisions of this endorsement, appropriate adjustments shall be made in
     the cost of insurance as of that time, that are consistent with such an
     increase, and such adjustments may be deducted from any death benefits
     payable.

IV.       TERMINATION

     This endorsement shall terminate at the policy owner's election at any
     time. After termination, we will not refund any excess premium or adjust
     the death benefit or keep in effect any death benefit adjustment under this
     endorsement.

SECURITY LIFE OF DENVER INSURANCE COMPANY

/s/ Eugene L. Copeland

SECRETARY

E-2000-10/95
Page 1
<PAGE>
 
       THIS POLICY IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFITS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE.  THESE VALUES MAY
INCREASE OR DECREASE BASED ON INVESTMENT EXPERIENCE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.  DEATH BENEFITS ARE PAYABLE BY US UPON THE DEATH OF THE
INSURED PRIOR TO THE MATURITY DATE.  YOUR NET ACCOUNT VALUE, IF ANY, IS PAYABLE
BY US IF THE INSURED IS LIVING AS OF THE MATURITY DATE.  FLEXIBLE PREMIUMS ARE
PAYABLE BY YOU DURING THE LIFETIME OF THE INSURED UNTIL THE MATURITY DATE.



                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                                A Stock Company

                            CUSTOMER SERVICE CENTER
                [P.O. Box 173763, Denver, Colorado  80217-3763
                      Toll Free Number:  1(800)933-5858]


Form 1195(VUL)-5/97

<PAGE>
 
                                                           Exhibit 1.A (5)(a)(i)

SECURITY LIFE OF DENVER
  INSURANCE COMPANY
 
                         INSURED:   JOHN DOE
                     POLICY DATE:   July 2, 1997
                   POLICY NUMBER:   65000001
            STATED DEATH BENEFIT:   $100,000.00

WE AGREE TO PAY the base death benefit to the Beneficiary upon the death of the
Insured while this Policy is in force.

WE AGREE TO PAY your Net Account Value to you as of the Maturity Date if the
Insured is living on that date.

WE ALSO AGREE to provide the other rights and benefits of the Policy.  These
agreements are subject to the provisions of the Policy.

RIGHT TO EXAMINE POLICY PERIOD.  You have the right to examine and return this
Policy within 45 days of the date the application was signed or within 10 days
of receipt of the policy by the policyholder, whichever is later.

The Policy may be returned by delivering or mailing it to us at our Customer
Service Center.  Immediately upon return it will be deemed void as of the Policy
Date.  Upon return of the Policy to us, we will refund all premiums paid.

In this Policy "you" and "your" refer to the Owner of the Policy.  "We", "us"
and "our" refer to Security Life of Denver Insurance Company.

                 
            /s/ Eugene L. Copeland            /s/ Stephen M. Christopher      
                    Secretary                           President

       THIS POLICY IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
                      THIS IS A NON-PARTICIPATING POLICY

DEATH BENEFITS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE.  THESE  VALUES MAY
INCREASE OR DECREASE BASED ON INVESTMENT EXPERIENCE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.  DEATH BENEFITS ARE PAYABLE BY US  UPON THE DEATH OF THE
INSURED PRIOR TO THE MATURITY DATE.  YOUR NET ACCOUNT VALUE, IF ANY, IS PAYABLE
BY US IF THE INSURED IS LIVING AS OF THE  MATURITY DATE.  HOWEVER, AT NO TIME
WILL THE MAXIMUM AMOUNT YOU MAY BORROW BE LESS THAN 90% OF THE ACCOUNT VALUE;
MINUS ANY OUTSTANDING POLICY  LOAN AND ACCRUED BUT UNPAID INTEREST.  FLEXIBLE
PREMIUMS ARE PAYABLE BY YOU DURING THE LIFETIME OF THE INSURED UNTIL THE
MATURITY DATE.  THE DEATH  BENEFIT WILL BE AT LEAST EQUAL TO THE STATED DEATH
BENEFIT AMOUNT AT THE DATE OF ISSUE IF PREMIUMS ARE DULY PAID AND IF THERE ARE
NO OUTSTANDING  POLICY LOANS, PARTIAL WITHDRAWALS, OR PARTIAL SURRENDERS.  REFER
TO THE PAYOUT OF PROCEEDS PROVISION FOR ADDITIONAL INFORMATION.

                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                                A Stock Company

                            Customer Service Center
                 P.O. Box 173763, Denver, Colorado  80217-3763
                       Toll Free Number:  1(800)933-5858

Form 1195 (VUL)-MD-5/97
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
SCHEDULE....................................................................  5

DEFINITION OF TERMS.........................................................  6

INSURANCE COVERAGE PROVISIONS...............................................  7

  INITIAL PREMIUM ALLOCATION................................................  7
  VALUATION DATE............................................................  7
  VALUATION PERIOD..........................................................  7
  EFFECTIVE DATE OF COVERAGE................................................  7
  PAYOUT OF PROCEEDS........................................................  8
  BASE DEATH BENEFIT........................................................  8
  CHANGE IN REQUESTED INSURANCE COVERAGE....................................  9 
   Requested Increases in Coverage..........................................  9
   Requested Decreases in Coverage..........................................  9
   Death Benefit Option Changes............................................. 10 

PREMIUM PROVISIONS.......................................................... 10

  SCHEDULED PREMIUMS........................................................ 10
  UNSCHEDULED PREMIUMS...................................................... 11
  PREMIUM LIMITATION........................................................ 11
  PREMIUM ALLOCATION........................................................ 11 

VARIABLE ACCOUNT PROVISION.................................................. 11

  THE VARIABLE ACCOUNT...................................................... 11
  VARIABLE ACCOUNT DIVISIONS................................................ 12
  CHANGES WITHIN THE VARIABLE ACCOUNT....................................... 12 

GENERAL ACCOUNT PROVISIONS.................................................. 12

  THE GENERAL ACCOUNT....................................................... 12
  GUARANTEED INTEREST DIVISION.............................................. 13
  LOAN DIVISION............................................................. 13 
</TABLE>

Form 1195(VUL)
Page 2
<PAGE>
 
<TABLE>
<S>                                                                        <C>
TRANSFER PROVISIONS........................................................13

  TRANSFERS TO OR FROM THE GUARANTEED INTEREST DIVISION....................13
  EXCESS TRANSFER CHARGE...................................................14
  DOLLAR COST AVERAGING....................................................14
  AUTOMATIC REBALANCING....................................................14 

ACCOUNT VALUE PROVISIONS...................................................15

  NET PREMIUM..............................................................15
  ACCOUNT VALUES ON THE INVESTMENT DATE....................................16
  ACCUMULATION UNIT VALUE..................................................16
  ACCUMULATION EXPERIENCE FACTOR...........................................16
  ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT...................16
  ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION........................17
  ACCOUNT VALUE OF THE LOAN DIVISION.......................................17 

MONTHLY DEDUCTION AND REFUND...............................................18

  MONTHLY DEDUCTION........................................................18
  COST OF INSURANCE........................................................18 
  PERSISTENCY REFUND.......................................................19
  
LOAN PROVISIONS............................................................19

  POLICY LOANS.............................................................19
  LOAN INTEREST............................................................19
  LOAN DIVISION............................................................19 

PARTIAL WITHDRAWAL PROVISIONS..............................................20

SURRENDER PROVISIONS.......................................................21

  SURRENDER VALUE..........................................................21
  BASIS OF COMPUTATIONS....................................................21
  FULL SURRENDERS..........................................................21 

GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS.....................21

  GRACE PERIOD.............................................................21
  THREE YEAR CONTINUATION PERIOD...........................................22 
</TABLE>

Form 1195(VUL)-MD
Page 3
<PAGE>
 
<TABLE>
<S>                                                                         <C>
  TERMINATION.............................................................. 22
  REINSTATEMENT............................................................ 22
  DEFERRAL OF PAYMENT...................................................... 23

GENERAL POLICY PROVISIONS.................................................. 23

  THE POLICY............................................................... 23
  AGE...................................................................... 23
  PROCEDURES............................................................... 24
  OWNERSHIP................................................................ 24
  BENEFICIARIES............................................................ 24
  EXCHANGE RIGHT........................................................... 24
  CONTRACT CHANGES......................................................... 25
  COLLATERAL ASSIGNMENT.................................................... 25
  INCONTESTABILITY......................................................... 25
  MISSTATEMENT OF AGE OR SEX............................................... 25
  SUICIDE EXCLUSION........................................................ 25
  PERIODIC REPORTS......................................................... 26
  ILLUSTRATION OF BENEFITS AND VALUES...................................... 26
  NONPARTICIPATING......................................................... 26
  CUSTOMER SERVICE CENTER.................................................. 26 

PAYOUTS OTHER THAN AS ONE SUM.............................................. 26

  ELECTION................................................................. 26
  PAYOUT OPTIONS........................................................... 27
  CHANGE AND WITHDRAWAL.................................................... 27
  EXCESS INTEREST.......................................................... 27
  MINIMUM AMOUNTS.......................................................... 28
  SUPPLEMENTARY POLICY..................................................... 28
  INCOME PROTECTION........................................................ 28
  DEATH OF PRIMARY PAYEE................................................... 28
  PAYMENTS OTHER THAN MONTHLY.............................................. 28 

SETTLEMENT OPTION TABLES................................................... 29
</TABLE>

Additional benefits or riders, if any, will be listed in the Schedule.  The
additional provisions will be inserted in the Policy.

Form 1195(VUL)-MD 
Page 4
<PAGE>
 
                                   SCHEDULE

                        (Effective Date:  May 1, 1995)


                              POLICY INFORMATION


<TABLE>
<CAPTION>
<S>              <C>                                    <C>                                    <C>
Policy Number    1000540-001                            Stated Death Benefit                   $100,000.00
Insured          JOHN DOE                               Minimum Stated Death Benefit           $ 50,000.00
Owner            JOHN DOE                                                               
                                                        Three Year Continuation Period  
                                                        Ending Date                            May 1, 1998
                                                        Death Benefit Option                   Stated Death Benefit Option 1
                                                                                        
                                                        Three Year Continuation Period  
Age And Sex      35, Male                               Minimum Annual Premium                 $631.62
Premium Class    Standard, Non-Smoker                                                   
Policy Date      May 1, 1995                            Scheduled Premium                      $3,000.00
Maturity Date    May 15, 2060
</TABLE> 
 
Definition of Life Insurance Test    Guideline Premium

CUSTOMER SERVICE CENTER:             P.O. Box 173763, Denver, Colorado 80217-
                                     3763

Coverage may expire prior to the Maturity Date if Scheduled Premiums are paid in
a timely manner, coverage may expire prior to the Maturity Date if said premiums
are insufficient to continue coverage and the Guarantee Period has ended.
Coverage will also be affected by Partial Withdrawals, Policy Loans, changes in
the current cost of insurance rates, the actual credited interest rate for the
Guaranteed Interest Division and the investment experience of the Variable
Account.

Form 1195 (VUL) - MD
Page 5
<PAGE>
 
                             SCHEDULE (CONTINUED)

                                BENEFIT PROFILE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

                                       Initial      Segment     Age At                         Guideline 
                                      Benefit        Issue     Maturity         Effective       Annual          Target 
           Description                Amount          Age       Date              Date         Premium        Premium
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>        <C>           <C>               <C>             <C>
Stated Death Benefit (Segment #1)     $100,000.00     35       100           May 1, 1995       $1,335.37       $3,680.00
- ------------------------------------------------------------------------------------------------------------------------------------
Adjustable Term Insurance Rider        $50,000.00     35       100           May 1, 1995         $620.58 
 (Segment #1)  
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

A coverage segment is a block of Death Benefit coverage.  The Stated Death
Benefit shown on the schedule page at issue is the initial coverage segment.
Additional segments are added to the policy after issue to increase the Death
Benefit.  Each individual coverage segment added to the policy has its own cost
of insurance charges and expense loads as shown in the Schedule.

Form 1195 (VUL) - MD
Page 5A
<PAGE>
 
                             SCHEDULE (CONTINUED)



             ALLOCATION OF INITIAL PREMIUM AS SHOWN ON APPLICATION


<TABLE> 
<CAPTION> 
               <S>                                                 <C>
               [Neuberger & Berman Limited Maturity Bond]           0%
               [Neuberger & Berman Growth]                          0%
               [Neuberger & Berman Government Income]              25%
               [Neuberger & Berman Partners]                       25%
                                                                      
               [INVESCO High Yield]                                 0%
               [INVESCO Utilities]                                  0%
               [Van Eck Worldwide Balanced]                         0%
               [Van Eck Gold and Natural Resources]                25%
                                                                      
               [Alger American Leveraged AllCap Division]           0%
               [Alger American Growth Division]                     0%
               [Alger American MidCap Growth]                       0%
               [Alger American Small Capital]                      25%
               [Fidelity Asset Manager]                             0%
                                                                      
               [Fidelity Growth]                                   25%
               [Fidelity Overseas]                                  0%
               [Fidelity Money Market]                              0%
               [Fidelity Index 500]                                 0%
                                                                      
               [INVESCO Total Return]                               0%
               [INVESCO Industrial Income]                          0%
                                                                      
               Guaranteed Interest Division                         0% 
</TABLE>

If you elect to invest in a particular Division, at least 1% of your Net Premium
must be allocated to that Division provided that the minimum allocation to each
Division selected is at least $100.  All percentage allocations must be in whole
numbers.

Form 1195 (VUL)
Page 5B
<PAGE>
 
                             SCHEDULE (CONTINUED)

EXPENSE CHARGES

     PREMIUM EXPENSE CHARGES (As a Percent of all Premiums):
          Sales Load:

                                  PREMIUM PAID          PREMIUMS IN
                                 UP TO TARGET        EXCESS OF TARGET
       YEARS  1-5                    8%                     3%
       YEARS  6+                     3%                     3%
 
 
     State and Local Taxes:                     2.5%
     Federal Deferred Acquisition Cost Charge:  1.5%
 
     MONTHLY EXPENSE CHARGES:
 
          $15.00    per Policy month for the first 60 months
          $ 5.00    per Policy month thereafter; plus

          $0.0125    per thousand of Stated Death Benefit (or Target Death
                    Benefit, if greater), all years. The per thousand charge is
                    limited to $15.00 per Policy month.


ANNUAL MORTALITY AND EXPENSE RISK CHARGE (Based on the percentage of assets in
each Variable Account Division)

     Mortality And Expense Risk Charge:  0.75%

Form 1195 (VUL) - MD
Page 5C
<PAGE>
 
                             SCHEDULE (CONTINUED)


POLICYHOLDER TRANSACTION CHARGES
 
     Requests for Illustrations of Benefits and Values:     $25  
                            Premium Allocation Changes:     $25 for each change 
                                                            over 5 per Policy 
                                                            year
                                Excess Transfer Charge:     See the Transfer 
                                                            Provisions section
                        Partial Withdrawal Service Fee:     See below
 
POLICY LOANS
 
                              Policy Loan Interest Rate:    3.75% per year
     Guaranteed Interest Rate Credited to Loan Division:    3.00% per year
                                    Minimum Loan Amount:    $100 
                                    Maximum Loan Amount:    Refer to the Loan 
                                                            Provisions Section
 
PARTIAL WITHDRAWALS
 
                   Minimum Partial Withdrawal Amount:  $100
                   Maximum Partial Withdrawal Amount:  Amount which will leave 
                                                       $500 as the Net Account 
                                                       Value
                      Partial Withdrawal Service Fee:  The lesser of $25 or 2% 
                                                       of the amount withdrawn
                        Limit on Partial Withdrawals:  One per Policy year

GUARANTEED INTEREST DIVISION

  Guaranteed Interest Rate For Guaranteed Interest Division:   3.00% per year

Form 1195 (VUL) - MD
Page 5D
<PAGE>

                             SCHEDULE (Continued) 

                          DEFINITION OF LIFE INSURANCE

<TABLE>
<CAPTION>
 -------------------------------------------------------------------------------
  ATTAINED   FACTOR   ATTAINED   FACTOR   ATTAINED   FACTOR   ATTAINED   FACTOR
    AGE                 AGE                 AGE                 AGE            
 -------------------------------------------------------------------------------
 <S>         <C>      <C>        <C>      <C>        <C>      <C>        <C>   
    0-40      2.50                                                             
 -------------------------------------------------------------------------------

 -------------------------------------------------------------------------------
     41       2.43       56       1.46       71       1.13       86      1.05   
 -------------------------------------------------------------------------------
     42       2.36       57       1.42       72       1.11       87      1.05   
 -------------------------------------------------------------------------------
     43       2.29       58       1.38       73       1.09       88      1.05   
 -------------------------------------------------------------------------------
     44       2.22       59       1.34       74       1.07       89      1.05   
 -------------------------------------------------------------------------------
     45       2.15                                                              
 -------------------------------------------------------------------------------
                         60       1.30       75       1.05       90      1.05   
 -------------------------------------------------------------------------------
     46       2.09       61       1.28       76       1.05       91      1.04   
 -------------------------------------------------------------------------------
     47       2.03       62       1.26       77       1.05       92      1.03   
 -------------------------------------------------------------------------------
     48       1.97       63       1.24       78       1.05       93      1.02   
 -------------------------------------------------------------------------------
     49       1.91       64       1.22       79       1.05       94      1.01   
 -------------------------------------------------------------------------------
     50       1.85                                                              
 -------------------------------------------------------------------------------
                         65       1.20       80       1.05       95      1.01   
 -------------------------------------------------------------------------------
     51       1.78       66       1.19       81       1.05       96      1.01   
 -------------------------------------------------------------------------------
     52       1.71       67       1.18       82       1.05       97      1.01   
 -------------------------------------------------------------------------------
     53       1.64       68       1.17       83       1.05       98      1.01   
 -------------------------------------------------------------------------------
     54       1.57       69       1.16       84       1.05       99      1.01   
 -------------------------------------------------------------------------------
     55       1.50       70       1.15       85       1.05      100      1.00   
 -------------------------------------------------------------------------------

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

The Base Death Benefit at any time will be at least equal to your Account Value
multiplied by the appropriate factor from this table.

Form 1195 (VUL) - MD
Page 5E

<PAGE>
 
                             SCHEDULE (Continued)

         TARGET DEATH BENEFIT SCHEDULE -TABLE OF TARGET DEATH BENEFITS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
  POLICY         TARGET DEATH   GUARANTEED     POLICY    TARGET DEATH    GUARANTEED   POLICY  TARGET DEATH   GUARANTEED
   YEAR            BENEFIT*        RATES        YEAR       BENEFIT*        RATES       YEAR     BENEFIT*       RATES   
- ------------------------------------------------------------------------------------------------------------------------        
<S>              <C>            <C>            <C>       <C>             <C>          <C>     <C>            <C>                
     1            $150,000.00    0.14803         25       $150,000.00     0.95583       49     $150,000.00    10.31583         
     2            $150,000.00    0.14750         26       $150,000.00     1.05333       50     $150,000.00    11.34250         
     3            $150,000.00    0.15667         27       $150,000.00     1.16167       51     $150,000.00    12.43333         
     4            $150,000.00    0.16667         28       $150,000.00     1.28500       52     $150,000.00    13.56667         
     5            $150,000.00    0.17833         29       $150,000.00     1.42583       53     $150,000.00    14.73250         
- ------------------------------------------------------------------------------------------------------------------------
     6            $150,000.00    0.19083         30       $150,000.00     1.58500       54     $150,000.00    15.90750         
     7            $150,000.00    0.20583         31       $150,000.00     1.76083       55     $150,000.00    17.10750         
     8            $150,000.00    0.22083         32       $150,000.00     1.95000       56     $150,000.00    18.34917         
     9            $150,000.00    0.23833         33       $150,000.00     2.15500       57     $150,000.00    19.65333         
    10            $150,000.00    0.25583         34       $150,000.00     2.37500       58     $150,000.00    21.06250         
- ------------------------------------------------------------------------------------------------------------------------
    11            $150,000.00    0.27667         35       $150,000.00     2.61500       59     $150,000.00    22.63583         
    12            $150,000.00    0.29917         36       $150,000.00     2.88583       60     $150,000.00    24.63750         
    13            $150,000.00    0.32333         37       $150,000.00     3.24250       61     $150,000.00    27.49667         
    14            $150,000.00    0.34917         38       $150,000.00     3.54667       62     $150,000.00    32.04583         
    15            $150,000.00    0.37833         39       $150,000.00     3.95333       63     $150,000.00    40.01667         
- ------------------------------------------------------------------------------------------------------------------------
    16            $150,000.00    0.40917         40       $150,000.00     4.41000       64     $150,000.00    54.83167  
    17            $150,000.00    0.44583         41       $150,000.00     4.90000       65     $150,000.00    83.33333  
    18            $150,000.00    0.48833         42       $150,000.00     5.42167                                       
    19            $150,000.00    0.53583         43       $150,000.00     5.97000                                       
    20            $150,000.00    0.59083         44       $150,000.00     6.53917                                       
- ------------------------------------------------------------------------------------------------------------------------
    21            $150,000.00    0.65167         45       $150,000.00     7.14333                                              
    22            $150,000.00    0.71917         46       $150,000.00     7.80583                                      
    23            $150,000.00    0.79083         47       $150,000.00     8.54333                                      
    24            $150,000.00    0.86833         48       $150,000.00     9.37667                                             
- ------------------------------------------------------------------------------------------------------------------------
</TABLE> 

   The Adjustable Term Insurance Rider Death Benefit is the difference between
   the Target Death Benefit and the Base Death Benefit provided by the Policy.
   In no event will the Adjustable Term Insurance Rider Death Benefit be less
   than zero. Refer to your Adjustable Term Insurance Rider for more
   information.

   The guaranteed rates shown FOR THE ADJUSTABLE TERM INSURANCE RIDER are for a
   standard rate class. If the Adjustable Term Rider is based on a substandard
   rate class (other than standard), the guaranteed rates will be adjusted using
   the rating factor shown in the Schedule for the substandard class. If the
   substandard rate class is a stated percentage increase, the guaranteed rates
   will be determined by multiplying the rates for a standard rate class shown
   above by the rating factor shown in the Schedule. If the substandard rate
   class is a flat amount per $1,000, the guaranteed rates will be determined by
   adding the flat amount per $1,000 shown in the Schedule to the rate per
   $1,000 for the standard rate class shown above. The rates shown above are
   based on the 1980 Commissioners' Standard Ordinary Mortality Table, age
   nearest birthday.

Form 1195 (VUL) - MD
Page 5F
<PAGE>

                            CONTINUED (Continued) 

                           TABLE OF GUARANTEED RATES


             Guaranteed Maximum Cost of Insurance Rates Per $1000

              (Basic Policy and Additional Insured Rider if any)

<TABLE>
<CAPTION>
  ------------------------------------------------------------------------------------------------------------------------------
       Age       Monthly Cost of      Age       Monthly Cost of      Age       Monthly Cost of      Age       Monthly Cost of  
     Nearest     Insurance Rate     Nearest     Insurance Rate     Nearest     Insurance Rate     Nearest     Insurance Rate   
     Birthday                       Birthday                       Birthday                       Birthday                     
  ------------------------------------------------------------------------------------------------------------------------------
  <S>            <C>                <C>         <C>                <C>         <C>                <C>         <C>              
         0          0.34900            26          0.12342            51          0.44693            76           5.59039           
  ------------------------------------------------------------------------------------------------------------------------------
         1          0.08921            27          0.12175            52          0.48965            77           6.17549       
  ------------------------------------------------------------------------------------------------------------------------------
         2          0.08254            28          0.12008            53          0.53742            78           6.78686       
  ------------------------------------------------------------------------------------------------------------------------------
         3          0.08170            29          0.12008            54          0.59276            79           7.44038       
  ------------------------------------------------------------------------------------------------------------------------------
         4          0.07920            30          0.12008            55          0.65401            80           8.16249       
  ------------------------------------------------------------------------------------------------------------------------------
         5          0.07503            31          0.12258            56          0.72203            81           8.97320       
  ------------------------------------------------------------------------------------------------------------------------------
         6          0.07169            32          0.12509            57          0.79429            82           9.89813       
  ------------------------------------------------------------------------------------------------------------------------------
         7          0.06869            33          0.12926            58          0.87251            83          10.95204       
  ------------------------------------------------------------------------------------------------------------------------------
         8          0.06338            34          0.13427            59          0.96090            84          12.11846       
  ------------------------------------------------------------------------------------------------------------------------------
         9          0.06169            35          0.14094            60          1.05949            85          13.37460       
  ------------------------------------------------------------------------------------------------------------------------------
        10          0.06085            36          0.14762            61          1.16916            86          14.69860       
  ------------------------------------------------------------------------------------------------------------------------------
        11          0.06419            37          0.15680            62          1.29417            87          16.08129       
  ------------------------------------------------------------------------------------------------------------------------------
        12          0.07086            38          0.16682            63          1.43714            88          17.49682       
  ------------------------------------------------------------------------------------------------------------------------------
        13          0.08254            39          0.17851            64          1.59899            89          18.96601       
  ------------------------------------------------------------------------------------------------------------------------------
        14          0.09588            40          0.19103            65          1.77812            90          20.51212       
  ------------------------------------------------------------------------------------------------------------------------------
        15          0.10756            41          0.20607            66          1.97123            91          22.16549       
  ------------------------------------------------------------------------------------------------------------------------------
        16          0.11924            42          0.22110            67          2.18097            92          23.98724       
  ------------------------------------------------------------------------------------------------------------------------------
        17          0.12842            43          0.23865            68          2.40660            93          26.06643       
  ------------------------------------------------------------------------------------------------------------------------------
        18          0.13343            44          0.25619            69          2.65338            94          28.78427       
  ------------------------------------------------------------------------------------------------------------------------------
        19          0.13844            45          0.27709            70          2.93268            95          32.81758       
  ------------------------------------------------------------------------------------------------------------------------------
        20          0.14011            46          0.29966            71          3.30181            96          39.64294       
  ------------------------------------------------------------------------------------------------------------------------------
        21          0.13927            47          0.32391            72          3.61779            97          53.06605       
  ------------------------------------------------------------------------------------------------------------------------------
        22          0.13677            48          0.34984            73          4.04199            98          83.33333       
  ------------------------------------------------------------------------------------------------------------------------------
        23          0.13427            49          0.37912            74          4.52073            99          83.33333       
  ------------------------------------------------------------------------------------------------------------------------------
        24          0.13093            50          0.41009            75          5.03724                                       
  ------------------------------------------------------------------------------------------------------------------------------
        25          0.12675                                                                                                     
  ------------------------------------------------------------------------------------------------------------------------------
</TABLE>  
        
The rates shown are for a standard rate class. If the Policy is based on a
substandard rate class (other than Smoker or Non Smoker), the maximum cost of
insurance rates will be adjusted using the rating factor shown in the Schedule
for the substandard class. If the substandard rate class is a stated percentage
increase, the maximum cost of insurance rates will be determined by multiplying
the rates for a standard rate class shown above by the rating factor shown in
the Schedule. If the substandard rate class is a flat amount per $1,000, the
maximum cost of insurance rates will be determined by adding the flat amount per
$1,000 shown in the Schedule to the rate per $1,000 for the standard rate class
shown above. The rates shown above are based on the 1980 Commissioners' Standard
Ordinary Non Smoker Mortality Table, age nearest birthday.

Form 1195 (VUL) -MD
Page 5G
<PAGE>
 
  If the Policy was issued with a Guaranteed Issue Premium Class, the maximum
  cost of insurance rates will be adjusted by the factors shown on following
  table.

                       TABLE OF GUARANTEED ISSUE FACTORS

  Guaranteed Maximum Cost of Insurance Rates Per $1,000

<TABLE>
<CAPTION>
- -------------------------------------------------------------
 Segment    Factor    Segment    Factor    Segment    Factor
  Year                 Year                  Year
- -------------------------------------------------------------
<S>         <C>       <C>        <C>      <C>         <C>         
    1        1.35        6        1.35        11       1.20
- -------------------------------------------------------------
    2        1.35        7        1.35        12       1.15
- -------------------------------------------------------------
    3        1.35        8        1.35        13       1.10
- -------------------------------------------------------------
    4        1.35        9        1.30        14       1.05
- -------------------------------------------------------------
    5        1.35       10        1.25    15 & later   1.00
- -------------------------------------------------------------
</TABLE>                      

  To determine the Guaranteed Maximum Cost of Insurance Rates per $1000 for a
  Guaranteed Issue Premium class, the rates shown in the preceding Table of
  Guaranteed Rates are multiplied by the appropriate factors in the table above.
  There is a maximum rate for each Segment based on the Segment year. The first
  segment year begins on the effective date of the coverage segment and ends one
  year later. Each subsequent year begins at the end of the prior segment year.
  The effective date for each coverage segment is shown on the Benefit Profile
  in this Schedule.

Form 1195 (VUL)
Page 5H
<PAGE>
 
                              DEFINITION OF TERMS

ACCOUNT VALUE - The sum of the amounts allocated to the Divisions of the
Variable Account and to the Guaranteed Interest Division, as well as any amount
set aside in the Loan Division to secure a Policy Loan.

ACCUMULATION UNIT VALUE - The value of the Accumulation Units of each Division
of the Variable Account. The Accumulation Unit Value is determined as of each
Valuation Date.

BASE DEATH BENEFIT - Initially this is the Stated Death Benefit under the
Policy. The Base Death Benefit may be greater than the Stated Death Benefit
depending on which death benefit option and which test for the Federal income
tax law definition of life insurance you choose. Please refer to the Base Death
Benefit section for further information.

CASH SURRENDER VALUE - The amount of your Account Value plus any refund of sales
charges due.

CUSTOMER SERVICE CENTER - Our administrative office at P.O. Box 173763, Denver,
CO  80217-3763.

DIVISION(S) OF THE VARIABLE ACCOUNT - The investment options available, each of
which invests in shares of one of the Portfolios.

GENERAL ACCOUNT - The account which contains all of our assets other than those
held in the Variable Account or our other separate accounts.

GENERAL INTEREST DIVISION - Part of our General Account to which a portion of
the Account Value may be allocated and which provides guarantees of principal
and interest.

INVESTMENT DATE - The date on which the initial Net Premium we receive will be
allocated to your Policy.  We will not allocate funds to your Policy until we
receive at least one quarter of the Minimum Annual Premium as shown in the
Schedule attached to your Policy and we have approved your Policy for issue.

LOAN DIVISION - Part of our General Account in which funds are set aside to
secure any outstanding Policy Loan and accrued loan interest when due.

MATURITY DATE - The date the Policy matures.  This is the Policy anniversary
nearest the Insured's 100th birthday.

MONTHLY PROCESSING DATE - The date each month on which the monthly deductions
from the Account Value are due.  The first Monthly Processing Date will be the
Policy Date or the Investment Date, if later.  Subsequent Monthly Processing
Dates will be the same date as the Policy Date each month thereafter unless this
is not a Valuation Date, in which case the Monthly Processing Date occurs on the
next Valuation Date.

NET ACCOUNT VALUE - The amount of the Account Value minus any Policy Loan and
accrued loan interest.

NET CASH SURRENDER VALUE - The amount of the Cash Surrender Value minus any
Policy Loan and accrued loan interest.

NET PREMIUM - Premium amounts paid less the sales and tax charges.  These
charges are deducted from the premiums before the premium is applied to your
Account Value.

PARTIAL WITHDRAWAL - The withdrawal of a portion of your Net Account Value from
the Policy.  The Partial Withdrawal may reduce the amount of Stated Death
Benefit Proceeds in force.

POLICY LOAN - The sum of amounts you have borrowed from your Policy, increased
by any Policy Loan interest capitalized when due, and reduced by any Policy Loan
repayments.

RIGHT TO EXAMINE POLICY PERIOD - The period of time within which the Owner may
examine the Policy and return it for a refund.

SCHEDULED PREMIUM - The premium amount which you specify on the application as
the amount you intend to pay at fixed intervals over a specified period of time.
We will send you premium reminder notices for the amount of the Scheduled
Premium on a quarterly, semiannual, or annual basis, as you determine; you need
not pay the Scheduled Premium, and you may change it at any time.  Also, within
limits, you may pay less or more than the Scheduled Premium.

STATED DEATH BENEFIT - The initial amount of Base Death Benefit under the
Policy.  The Stated Death Benefit amount will not vary unless you change it.

VALUATION PERIOD - The period which begins at 4:00 p.m. Eastern Time on
Valuation Date and ends at 4:00 p.m. Eastern Time on the next succeeding
Valuation Date.

Form 1195 (VUL) - MD
Page 6
<PAGE>
 
                         INSURANCE COVERAGE PROVISIONS

INITIAL PREMIUM ALLOCATION

We will not allocate funds to your Policy until we receive at least one quarter
of the Minimum Annual Premium.  The Minimum Annual Premium is listed in the
Schedule.  The Valuation Date on which we receive this amount and have approved
your Policy for issue is the Investment Date.  As of the Investment Date, the
amount you have asked to be invested in the Divisions of the Variable Account
will be allocated to the Fidelity Investments Money Market Division.  Any amount
you have designated for allocation to the Guaranteed Interest Division will be
allocated to that Division.  The amount allocated to the Fidelity Investments
Money Market Division will remain there until the end of the Right to Examine
Policy Period, at which time the balance will be transferred to the other
Divisions of the Variable Account according to the allocations shown in the
Schedule.

VALUATION DATE

A Valuation Date is any day:
     a)   The New York Stock Exchange ("NYSE") is open for trading and on which
          Security Life's Customer Service Center is open for business; or
     b)   As may be required by law.

VALUATION PERIOD

A Valuation Period begins at 4 p.m. Eastern time on a Valuation Date and ends at
4 p.m. Eastern time on the next succeeding Valuation Date.
All Policy processing for a Valuation Period takes place as of the end of the
Valuation Period.

EFFECTIVE DATE OF COVERAGE

The Policy date shown in the Schedule is the Effective Date for all coverage
provided in the original application.  The Effective Date is subject to the
payment of at least one quarter of the Minimum Annual Premium and the acceptance
of the Policy by you during the continued insurability of all persons insured by
this Policy and any riders attached.  The Policy date is the date from which we
measure Policy years and determine the Monthly Processing Date.  The first
Monthly Processing Date is the Investment Date.  Future Monthly Processing Dates
are the same calendar day of each month as the Policy date unless this is not a
Valuation Date in which case the Monthly Processing Date occurs on the next
Valuation Date.  A Policy anniversary occurs each year on the same month and day
as the Policy date unless this is not a Valuation Date in which case the Policy
anniversary occurs on the next Valuation Date.  If the Policy date is February
29th, the Policy anniversary will be February 28th in years in which there is
not a February 29th.  The Effective Date for increases and additional benefits
is shown in the Schedule.

Form 1195 (VUL)
Page 7
<PAGE>
 
PAYOUT OF PROCEEDS

The Payout of Proceeds is the amount we will pay:

     a)   as of the Maturity Date, upon surrender of the Policy before the
          Maturity Date, or
     b)   upon the death of the Insured before the Maturity Date.

The Payout of Proceeds as of the Maturity Date will be your Net Account Value.
The Payout of Proceeds upon surrender of this Policy prior to the Maturity Date
will be the net Cash Surrender Value.  The Maturity Date is the Policy
anniversary on which the Insured's Age is 100.  The Insured's Age is the Age
listed in the Schedule increased by the number of completed Policy years since
the Policy date.  The Payout of Proceeds upon the death of the Insured will be
the Base Death Benefit; plus any amounts payable from any additional benefits
provided by rider; minus any outstanding Policy Loan including accrued but
unpaid interest; minus any unpaid monthly deductions incurred prior to the date
of death.

We will determine the amount of proceeds payable upon the death of the Insured
when we have received due proof of death and any other information which is
necessary to process the claim.  Any proceeds we pay are subject to adjustments
as provided in the Misstatement of Age or Sex, Suicide Exclusion and
Incontestability provisions.

We will pay Proceeds in one sum unless you request an alternate form of payment.
There are many possible methods of payment.  The available Payout Options are
described in the Payouts Other Than As One Sum provision.  Contact us or your
agent for additional information.  Interest will be paid on the one sum death
Proceeds from the date of the death to the date of payment, or until a Payout
Option is selected.  Interest will be at the rate we declare, or at any higher
rate required by law.


BASE DEATH BENEFIT

The total Stated Death Benefit is the sum of the Stated Death Benefit for all
coverage segments.  The Stated Death Benefit for each coverage segment and the
death benefit option are shown in the Schedule.  The Base Death Benefit is
determined by the death benefit option which you select as follows:

     Option 1  The Base Death Benefit equals the total Stated Death Benefit.
     Option 2  The Base Death Benefit equals the total Stated Death Benefit,
               plus your Account Value.
     Option 3  The Base Death Benefit equals the total Stated Death Benefit,
               plus the sum of Premiums paid minus Partial Withdrawals taken.

The Base Death Benefit at any time will be at least equal to your Account Value
multiplied by the appropriate factor from the Definition of Life Insurance
Factors table as shown in the Schedule.

This Policy is designed to qualify as a life insurance contract under the
Internal Revenue Code.  All terms and provisions of the Policy shall be
construed in a manner consistent with that design.  The amount of insurance in
force at any time shall not be less than the amount of insurance necessary to
achieve such qualification under the applicable provisions of the Internal
Revenue Code in existence at the time the Policy is issued.  We reserve the
right to amend the Policy or adjust the amount of insurance when required, to
maintain this Policy's qualification as Life Insurance under the Internal
Revenue Code.  We will send you a copy of any Policy amendment.

Form 1195 (VUL) - MD
Page 8
<PAGE>
 
CHANGE IN REQUESTED INSURANCE COVERAGE

At least 30 days prior to a Policy Anniversary, you may request that the
insurance coverage be increased or decreased. You may not increase coverage
after the Insured is Age 86. You may change the coverage only once each Policy
year on the Policy anniversary. The change in coverage may not be for an amount
less than $1,000. The Effective Date of the change will be the Policy
anniversary next following the date the written application is approved by us.
After any change to the Stated Death Benefit, you will receive a new Schedule
which will include the Stated Death Benefit, the benefit under any riders, if
applicable, the Guaranteed Cost of Insurance rates, the Guideline Annual
Premium, and the new Target Premium.

REQUESTED INCREASES IN COVERAGE

At least 30 days prior to a Policy anniversary, you may request an increase in
the Stated Death Benefit.  An increase will become effective as of the Policy
anniversary after we have approved your application for increase.  You must
provide evidence satisfactory to us that the Insured is insurable according to
our normal rules of underwriting for this type of Policy.  This evidence will
include an application and may include required medical information.

You will have the right to cancel an increase in the death benefit within the
later of:

     a)   45 days after you sign the application for the increase,
     b)   20 days after you have received the new Schedule, or
     c)   10 days after we mail you the Notice of Withdrawal Right.

You may cancel an increase by sending notice in a form acceptable to us to our
Customer Service Center. During this period, we will allocate the Premiums you
pay related to the increase to the [Fidelity Investments Money Market Division]
of the Variable Account. At the end of this period, the amount of the Premium
remaining in the [Fidelity Investments Money Market Division] will be
transferred to the Division of the Variable Account according to your most
recent written allocation instruction. If you cancel an increase we will refund
to you any charges attributable to the increase.

An increase in the Stated Death Benefit will result in a new Sales Load. Premium
allocated to an increase in coverage will be subject to a new Sales Load.


REQUESTED DECREASES IN COVERAGE

At least 30 days prior to a Policy anniversary, you may request a decrease in
the Stated Death Benefit. A decrease will be effective as of the Policy
anniversary. You may decrease the Stated Death Benefit if the Effective Date of
the decrease will occur after the later of 2 years from the Policy date or 2
years after the most recent one was made. A requested decrease will reduce each
of the Stated Death Benefit segments in the same proportion as the total Stated
Death Benefit is reduced.

The sum of the Stated Death Benefit for all coverage segments after any change
may not be less than the minimum Stated Death Benefit shown in  the Schedule.


Form 1195 (VUL) - MD
Page 9
<PAGE>
 
DEATH BENEFIT OPTION CHANGES

At least 30 days prior to a Policy anniversary, you may request a change to the
death benefit option.  This change will be effective as of the Policy
anniversary.  A death benefit option change applies to the entire Stated Death
Benefit.  For us to approve a change to the death benefit option from Option 1
to Option 2, or from Option 1 to Option 3, you must submit evidence to us that
the Insured is insurable according to our normal rules of underwriting for that
class of policy.  We will not reduce the Stated Death Benefit below the minimum
Stated Death Benefit shown in the Schedule.  After the Effective Date of the
change, the Stated Death Benefit will be changed according to the following
table:
 
OPTION CHANGE 
          FROM          TO       STATED DEATH BENEFIT FOLLOWING CHANGE EQUALS:
                     
         Option 1    Option 2    Stated Death Benefit prior to such change minus
                                 your Account Value as of the Effective Date of
                                 the change.
         Option 2    Option 1    Stated Death Benefit prior to such change plus
                                 your Account Value as of the Effective Date of
                                 the change.
         Option 1    Option 3    Stated Death Benefit prior to such change minus
                                 the sum of the Premiums paid minus Partial
                                 Withdrawals taken as of the Effective Date of
                                 the change.
         Option 3    Option 1    Stated Death Benefit prior to such change plus
                                 the sum of the Premiums paid minus Partial
                                 Withdrawals taken as of the Effective Date of
                                 the change.
         Option 2    Option 3    Stated Death Benefit prior to such change plus
                                 i) your Account Value as of the Effective Date
                                 of the change, minus ii) the sum of the
                                 Premiums paid minus Partial Withdrawals taken
                                 as of the Effective Date of the change.
         Option 3    Option 2    Stated Death Benefit prior to such change plus
                                 i) the sum of the Premiums paid minus Partial
                                 Withdrawals taken as of the Effective Date of
                                 the change, minus ii) your Account Value as of
                                 the Effective Date of the change.

For purposes of death benefit option changes, your Account Value will be
allocated to each coverage segment in the same proportion that the Stated Death
Benefit of that segment bears to the sum of all Stated Death Benefit segments as
of the Effective Date of change.

                              PREMIUM PROVISIONS
                                        
SCHEDULED PREMIUMS

The Scheduled Premium as shown in the Schedule may be paid while this Policy is
in force during the Insured's lifetime. You may increase or decrease the amount
of the Scheduled Premium, as long as any decrease does not reduce the Scheduled
premium below the monthly deduction and any increase does not exceed the
Guideline Annual Premium, subject to limits we may set and provisions in the
Premium Limitation Section. Under conditions provided in the Grace Period
provision and the Three Year Continuation Period, you may be required to make
Premium payments to keep the Policy in force.


Form 1195 (VUL) - MD
Page 10
<PAGE>
 
We will send reminder notices to you for the Scheduled Premium amount and
frequency that you have selected. You may select to receive notices either
annually, semiannually or quarterly. You may also arrange for payments of
Premiums on a monthly basis through an authorized special payment facility. All
payment modes are subject to our minimum requirements for the payment mode
selected.

UNSCHEDULED PREMIUMS

You may make unscheduled Premium payments at any time the Policy is in force
during the Insured's lifetime, subject to the Premium Limitation section. The
unscheduled Premium payment must be at least $100. Unless you tell us otherwise,
these Premium payments will first be applied to reduce or pay off any existing
Policy Loan and, as such, Premium Expense Charges will not be deducted. We may
limit the amount of such unscheduled Premium payments if the payment would
result in an increase in the Base Death Benefit caused by the Definition of Life
Insurance test used to qualify your Policy as life insurance policy under the
Internal Revenue Code. If the net amount at risk is increased as a result of an
unscheduled Premium, we will require evidence of insurability satisfactory to us
that the Insured is insurable according to our normal rules of underwriting for
this type of Policy. The net amount at risk is the difference between the Base
Death Benefit and your Account Value.


PREMIUM LIMITATION

We will not accept any Premium that causes your Policy not to qualify as a life
insurance policy under the Internal Revenue Code.


PREMIUM ALLOCATION

During the Right to Examine Policy Period, the portion of your Net Premium which
you have elected to invest in a Division of the Variable Account will be
invested in the Fidelity Investments Money Market Division. After the Right to
Examine Policy Period, the balance of your funds in the Fidelity Investments
Money Market Division will be reallocated as you directed in your Premium
allocation shown in the Schedule.

After the Right to Examine Policy Period, each Net Premium will be allocated to
the Divisions of the Variable Account and the Guaranteed Interest Division as
you directed in the application or as otherwise requested. You may change the
allocation for subsequent Premiums by sending us written notice at our Customer
Service Center. If you change your Premium allocation more than 5 times per
Policy year, we will deduct a charge from the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value of each Division bears to your Net Account Value. The amount of this
charge is shown in the Schedule. Premium allocation percentages may be in any
whole number from 1% to 100% provided that at least $100 is allocated to each
Division selected.


                          VARIABLE ACCOUNT PROVISIONS
                                        
THE VARIABLE ACCOUNT

The Variable Account is an account established by us, pursuant to the laws of
the State of Colorado, to separate the assets funding the benefits for the class
of policies to which this Policy belongs from the other assets of Security Life
of Denver Insurance Company.

The Variable Account is registered as a unit investment trust under the
Investment Company Act of 1940.  All income, gains and losses, whether or not
realized, from assets allocated to the Variable Account are credited to or
charged against the Variable Account without regard to income, gains or losses
of our General Account.  The assets of the Variable Account are our property but
are separate from our General Account and our other 


Form 1195 (VUL) - MD
Page 11
<PAGE>
 
Variable Accounts. That portion of the assets of the Variable Account which is
equal to the reserves and other Policy liabilities with respect to the Variable
Account is not subject to creditor claims against us. The assets of the Variable
Account shall be available to cover the liabilities of the General Account only
to the extent that the assets of the Variable Account exceed the liabilities of
the Variable Account under this variable life policy. The assets of the Variable
Account shall be valued at least as often as any policy benefits vary, but at
least monthly.

VARIABLE ACCOUNT DIVISIONS

The Variable Account is divided into Divisions, each of which invests in a
series fund Portfolio designed to meet the objectives of the Division. The
current eligible Divisions are shown in the Schedule. We may, from time to time,
add additional Divisions. If we do, you may be permitted to select from these
other Divisions subject to the terms and conditions we may impose on those
allocations.


CHANGES WITHIN THE VARIABLE ACCOUNT

When permitted by law, and subject to any required notice to you and approval of
the Securities and Exchange Commission ("SEC."), state regulatory authorities or
Policy Owners, we may from time to time make the following changes to the
Variable Account:

     .    Make additional Divisions available. These Divisions will invest in
          investment Portfolios we find suitable for the Policy.

     .    Eliminate Divisions from the Variable Account, combine 2 or more
          Divisions, or substitute a new Portfolio for the Portfolio in which a
          Division invests. A substitution may become necessary if, in our
          judgment, a Portfolio no longer suits the purposes of the Policy. This
          may happen due to a change in laws or regulations, or a change in a
          Portfolio's investment objectives or restrictions. This may also
          happen if the Portfolio is no longer available for investment, or for
          some other reason, such as a declining asset base.

     .    Transfer assets of the Variable Account , which we determine to be
          associated with the class of policies to which your Policy belongs, to
          another Variable Account.

     .    Withdraw the Variable Account from registration or make changes as
          required under the Investment Company Act of 1940.

     .    Operate the Variable Account as a management investment company under
          the Investment Company Act of 1940.

     .    Cause one or more Divisions to invest in a mutual fund other than or
          in addition to the Portfolios.


                          GENERAL ACCOUNT PROVISIONS
                                        
THE GENERAL ACCOUNT

The General Account holds all of our assets other than those held in the
Variable Account or our other separate accounts. The Guaranteed Interest
Division is a part of our General Account.


Form 1195 (VUL) - MD
Page 12
<PAGE>
 
GUARANTEED INTEREST DIVISION

The Guaranteed Interest Division is another Division to which you may allocate
Premiums or make transfers.  The Account Value of the Guaranteed Interest
Division is equal to the Net Premium allocated to this Division plus any earned
interest minus deductions taken from this Division.  Interest is credited at the
guaranteed rate shown in the schedule or may be credited at a higher rate.  Any
higher rate is guaranteed to be in effect for at least 12 months.

LOAN DIVISION

The Loan Division is the account which is set aside to secure the Policy Loan,
if any.  See the Loan Provision section for information.


                              TRANSFER PROVISIONS

After the Right to Examine Policy Period, your Account Value in each Division
may be transferred to any other Division of the Variable Account upon written
request. Transfers from the Guaranteed Interest Division are subject to the
limitations as described in the Transfer To or From The Guaranteed Interest
Division provision. The number of free transfers permitted in any one Policy
year without an Excess Transfer Charge, the total number of transfers permitted
and the Excess Transfer Charge are shown in the table below. Any transfers made
due to the operation of the Automatic Rebalancing Feature or Dollar Cost
Averaging will not count toward the transfers allowed free of charge. The
minimum amount that may be transferred from each Division is the lesser of $100
or the balance of a Division.

The following table summarizes the number of transfers available and the
associated charges during any Policy year.

<TABLE> 
                   <S>                                    <C>   
                  ---------------------------------------------------------------------------------------
                   Free Transfers                         12
                  ---------------------------------------------------------------------------------------
                   Total Number of Transfers Permitted    Unlimited
                  ---------------------------------------------------------------------------------------
                   Excess Transfer Charge                 $25 for each transfer in excess of 12 during
                                                          any Policy year.
                  ---------------------------------------------------------------------------------------
</TABLE>

TRANSFERS TO OR FROM THE GUARANTEED INTEREST DIVISION

Once during the first 30 days of each Policy year, you may transfer amounts from
the Guaranteed Interest Division.  Transfer requests received within 30 days
prior to the Policy anniversary will be deemed to occur as of the Policy
anniversary.  Transfer requests received on the Policy anniversary or within the
following 30 days will be processed; transfer requests received at any other
time will not be processed.  Transfers of your Account Value to the Guaranteed
Interest Division are not limited to this 30-day period.

The maximum transfer amount from the Guaranteed Interest Division in any Policy
year is the greatest of:

     a)   25% of your Account Value in the Guaranteed Interest Division at the
          time of the first transfer or withdrawal in a Policy year;
     b)   The minimum transfer amount; or
     c)   The sum of the amounts transferred and withdrawn from the Guaranteed
          Interest Division in the prior Policy year.

     For purposes of calculating the maximum transfer from the Guaranteed
     Interest Division, all Partial Withdrawals and transfers from the
     guaranteed Interest Division in a Policy year are summed.


Form 1195 (VUL) - MD
Page 13
<PAGE>
 
EXCESS TRANSFER CHARGE

If you exceed the number of free transfers allowed, you will be assessed an
Excess Transfer Charge.  This charge will be deducted from each of the Divisions
in which you are invested in the same proportion that the amount of Account
Value in that Division bears to the Net Account Value immediately after the
transfer.


DOLLAR COST AVERAGING

If you have at least $10,000 of Account Value in either the Fidelity Investments
Money Market Division or the Neuberger & Berman Limited Maturity Bond Division,
you may choose to transfer a specified dollar amount each month from one of
these Divisions to other Divisions of the Variable Account.  Dollar Cost
Averaging transfers may not be made to the Guaranteed Interest Division.

The minimum amount that you may elect to transfer each month is $100.  The
maximum amount that you may transfer is equal to your Account Value in the
Division from which the transfer is taken when the election is made, divided by
12.

Dollar Cost Averaging may be elected to end on a specified date or when a
specific balance remains in the Fidelity Investments Money Market Division or
the Neuberger & Berman Limited Maturity Bond Division.

Percentage allocations of the transfer amount must be designated as whole number
percentages; no specific dollar designation may be made to the Divisions of the
Variable Account.  If you elect to transfer to a particular Division, the
minimum percentage that may be transferred to that Division is 1% of the total
amount transferred provided that the minimum allocation is at least $100.  The
transfer date will be the same calendar day each month as the Monthly Processing
Date.  If this calendar day is not a Valuation Date, the next Valuation Date
will be used.  If, on any transfer date, your Account Value in the chosen
Division is equal to or less than the amount you have elected to have
transferred, the entire amount will be transferred, and this option will end.
Dollar Cost Averaging may not begin until the Monthly Processing Date following
the end of the Right to Examine Policy Period.

You may change the transfer amount or the Divisions to which transfers are to be
made once each Policy year.  You may cancel this election by sending us written
notice at our Customer Service Center at least 7 days before the next transfer
date.  Any transfer under this option will not be included for purposes of the
Excess Transfer Charge.

If you elect both Dollar Cost Averaging and Automatic Rebalancing, Dollar Cost
Averaging will occur first.  On the first Valuation Date of the next calendar
quarter after Dollar Cost Averaging has terminated, Automatic Rebalancing will
begin.

AUTOMATIC REBALANCING

Automatic Rebalancing allows you to match your Account Value in each Division to
your allocation percentage for new Premiums.  Automatic Rebalancing can be
elected in your application or by completing the Automatic Rebalancing form and
returning it to our Customer Service Center.  As of the first Valuation Date of
each calendar quarter thereafter we will reallocate your Net Account Value so
that the amount in each Division matches your Premium allocation.  Automatic
Rebalancing may not begin until the monthly processing date following the end of
the Right to Examine Policy Period.

While this feature is in effect, we require that you allocate no more than 35%
of your Premiums to any one Division, and you must allocate your Premiums to at
least 5 Divisions.  If at any time during the operation of the Automatic
Rebalancing feature you request a change in Premium 


Form 1195 (VUL) 
Page 14
<PAGE>
 
allocation which does not meet these requirements, we will notify you that your
allocation must be changed. We will not process such a request unless you also
request that the Automatic Rebalancing feature be discontinued.

When you request a change in Premium allocation that meets these requirements,
your Net Account Value will be reallocated as of the Valuation Date that we
receive your written allocation instructions.  Amounts will be transferred among
the Divisions to match the allocation for new Premiums.

During the operation of Automatic Rebalancing, you may not change your
allocation percentage to the Guaranteed Interest Division by more than 25% of
the percentage previously allocated to the Guaranteed Interest Division.

If you change your Premium allocation more than five times per Policy year,
there will be a $25 charge taken from your Account Value. This charge will be
deducted from each of the Divisions of the Variable Account and the Guaranteed
Interest Division in the same proportion that your Account Value of each
Division bears to your Net Account Value as of the Valuation Date the allocation
change is effective.

Any transfer as a result of the operation of Automatic Rebalancing will not be
included in determining if the Excess Transfer Charge will apply.  You may not
transfer among Divisions while the Automatic Rebalancing feature is in effect.

If you elect both Dollar Cost Averaging and Automatic Rebalancing, Dollar Cost
Averaging will occur first.  On the first Valuation Date of the next calendar
quarter after Dollar Cost Averaging has terminated, Automatic Rebalancing will
begin.


                           ACCOUNT VALUE PROVISIONS

The Account Value is the sum of the current amounts allocated to the Divisions
of the Variable Account and to the Guaranteed Interest Division plus your
balance in the Loan Division.

The Account Value is based on the amount and number of Premiums paid, Policy and
rider charges assessed, loans and withdrawals taken, monthly deductions, Premium
Expense Charges, transaction charges, and the investment experience or credited
interest of the Division to which your Account Value is allocated.

Your Net Account Value is equal to your Account Value minus any Policy Loan and
accrued but unpaid loan interest.

NET PREMIUM

The Net Premium equals the Premium paid minus the Premium Expense Charges for
taxes and the appropriate Sales Load shown in the Schedule. Premiums allocated
to an increase in coverage will be subject to a new Sales Load. Premiums are
allocated in the same proportion that the Guideline Annual Premium of each
segment bears to the sum of the Guideline Annual Premiums of all segments. The
Guideline Annual Premium for each coverage segment is shown in the Schedule.


ACCOUNT VALUES ON THE INVESTMENT DATE

The Account Value of each Division of the Variable Account and the Guaranteed
Interest Division as of the Investment Date is equal to:


Form 1195 (VUL) 
Page 15
<PAGE>
 
     a)   The allocation to that Division of the first Net Premium paid (as
          determined by you); minus
     b)   The portion of any monthly deductions due on the Investment Date
          allocated to that Division.

The Account Value of the Loan Division as of the Investment Date is equal to
zero.


ACCUMULATION UNIT VALUE

The investment experience of a Division of the Variable Account is determined as
of each Valuation Date.  We use an Accumulation Unit Value to measure the
experience of each of the Variable Account Divisions during a Valuation Period.
We set the accumulation Unit Value at $10 on the Valuation Date when the first
investments in each Division of the Variable Account are made.  The Accumulation
Unit Value for a Valuation Period equals the Accumulation Unit Value for the
preceding Valuation Period multiplied by the Accumulation Experience Factor for
the Valuation Period.

The number of units for a given transaction related to a Division of the
Variable Account as of a Valuation Date is determined by dividing the dollar
value of that transaction by that Division's Accumulation Unit Value for that
date.


ACCUMULATION EXPERIENCE FACTOR

For each Division of the Variable Account, the Accumulation Experience Factor
reflects the investment experience of the Portfolio in which that Division
invests and the charges assessed against that Division for a Valuation Period.
The Accumulation Experience Factor is calculated as follows:

     a)   The net asset value of the Portfolio in which that Division invests as
          of the end of the current Valuation Period; plus
     b)   The amount of any dividend or capital gains distribution declared and
          reinvested in the Portfolio in which that Division invests during the
          current Valuation Period; minus
     c)   A charge for taxes, if any.
     d)   The result of (a), (b) and (c) is then divided by the net asset value
          of the Portfolio in which that Division invests as of the end of the
          preceding Valuation Period; minus
     e)   The result of (d) minus the daily equivalent of the Annual Mortality
          and Expense Risk Charge shown in the Schedule for each day in the
          current Valuation Period.

ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT

On subsequent Valuation Dates after the Investment Date, your Account Value of
each Division of the Variable Account is calculated as follows:

     a)   The number of Accumulation Units in that Division as of the beginning
          of the current Valuation Period multiplied by that Division's
          Accumulation Unit Value for the current Valuation Period; plus
     b)   Any additional Net Premiums allocated to that Division during the
          current Valuation Period; plus
     c)   Any Account Value transferred to or minus any Account Value
          transferred from the Variable Division during the current Valuation
          Period (including the applicable portion of any transfer fee); minus
     d)   Any Partial Withdrawals allocated to that Division and any applicable
          withdrawal service fees which are allocated to the Variable Division
          during the current Valuation Period; plus


Form 1195 (VUL) - MD
Page 16
<PAGE>
 
     e)   Any amounts released from the Loan Division as a result of a loan or
          loan interest payment, or minus amounts transferred to the Loan
          Division as of a result of any loans which are allocated to the
          Variable Division during the current Valuation Period, minus
     f)   The portion of the monthly deduction allocated to the Variable
          Division, if a Monthly Processing Date occurs during the current
          Valuation Period.

ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION

On Valuation Dates after the Investment Date, your Account Value of the
Guaranteed Interest Division is calculated as follows:

     a)   The Account Value of the Guaranteed Interest Division at the end of
          the preceding Valuation Period plus interest at the declared rate
          credited during the current Valuation Period; plus
     b)   Any additional Net Premiums allocated to the Guaranteed Interest
          Division plus interest credited to these Premiums during the current
          Valuation Period; plus
     c)   Any account Value transferred to or minus any Account Value
          transferred from the Guaranteed Interest Division during the current
          Valuation Period (including the applicable portion of any transfer
          fee); minus
     d)   Any Partial Withdrawals taken and any applicable withdrawal service
          fees which are allocated to the Guaranteed Interest Division during
          the current Valuation Period; plus
     e)   Any amounts released from the Loan Division as a result of a loan or
          loan interest payment, or minus amounts transferred to the Loan
          division as of a result of any loans which are allocated to the
          Guaranteed Interest Division during the current Valuation Period;
          minus
     f)   The portion of the monthly deduction allocated to the Division, if a 
          Monthly Processing Date occurs during the current Valuation Period.

ACCOUNT VALUE OF THE LOAN DIVISION

On Valuation Dates after the Investment Date, your Account Value of the Loan
Division is equal to:

     a)   The Account Value of the Loan Division on the prior Valuation Date; 
          plus
     b)   Any interest credited to the Loan Division during the Valuation 
          Period; plus
     c)   An amount equal to any additional loans since the prior Valuation 
          Date; minus
     d)   Any loan repayments, including payment of loan interest in cash; plus
     e)   The amount of accrued loan interest if the Valuation Date is a Policy
          anniversary; minus
     f)   The amount of interest credited to the Loan Division during the year 
          if the Valuation Date is a Policy anniversary.
   
On Policy anniversaries, any amount of interest credited to the Loan Division 
during the year is transferred from the Loan Division to the Variable Account 
and Guaranteed Interest Divisions in the same proportion that your Account 
Value in each Variable Division and the Guaranteed Interest Division bears to 
your Net Account Value as of the Policy anniversary.     

Form 1195(VUL)
Page 17
     
<PAGE>
 
                         MONTHLY DEDUCTION AND REFUND

MONTHLY DEDUCTION

The monthly deduction is equal to:
     a)   the cost of insurance charges for this Policy; plus 
     b)   the monthly charges for any other additional benefits provided by 
          rider, plus 
     c)   the monthly expense charges shown in the Schedule.

The monthly deductions allocated to the Divisions of the Variable Account and  
Guaranteed Interest Division in the same proportion that your Account Value in 
the Division bears to your Net Account Value as of the Monthly Processing Date. 
This deduction is taken from your Account Value as of the monthly Processing 
Date. 


COST OF INSURANCE

The cost of insurance is determined on a monthly basis for each coverage 
segment. Such cost is the monthly cost of insurance rate for the Insured's
Premium Class multiplied by the net amount at risk. The net amount at risk is
(a) minus (b) where:

     a)   is the Base Death Benefit for all coverage segments as of the Monthly
          Processing date after the monthly deductions (other than cost of
          insurance charges for the Base Death Benefit, any Adjustable Term
          Insurance Rider and any Waiver of Monthly Deductions Rider), divided
          by 1 plus the monthly equivalent of the Guaranteed Interest Rate for
          the Guaranteed Interest Division as shown in the Schedule; and
     b)   is your Account Value as of the Monthly Processing Date after the 
          monthly deductions (other than the cost of insurance for the Base
          Death Benefit, any Adjustable Term Insurance Rider and any Waiver of 
          Monthly Deduction Rider)

The cost of insurance rates will be determined by us from time to time. They 
will be based on the sex and age as of the Effective Date of coverage, the 
deduction since the coverage began and the Premium Class. Any change in rates 
will apply to all individuals of the same Premium Class and whose policies have 
been in effect for the same length of time. The rates will never exceed those 
rates shown in the Table of Guaranteed Rates in the Schedule as adjusted for any
substandard Premium Class.

Each time there is a new coverage segment of Stated Death Benefit due to a 
requested increase, the net amount at risk will be allocated to each coverage 
segment in the same proportion that the Stated Death Benefit of that segment 
bears to the total Policy Stated Death Benefit. Different rates will apply to 
each segment depending upon the Premium Class, the Age as of the Effective Date 
of the increase and the duration since the Effective Date of the increase.

PERSISTENCY REFUND

Each month your Policy or a coverage segment of Stated Death Benefit remains in 
force after its tenth Policy anniversary, we will credit your Account Value with
a refund equivalent to 0.5% of your Account Value on an annual basis for that 
segment (0.04167% monthly). Your Account Value will be allocated to each 
coverage segment based upon the number of completed Policy years the segment has
been in force and the size of the Guideline Annual Premium for the segment as 
shown in the Schedule.

Form 1195 (VUL)- MD
Page 18
<PAGE>
 
The persistency refund will be added to the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value in each Division bears to your Net Account Value as of the Monthly
Processing Date.


                                LOAN PROVISIONS
                                        
POLICY LOANS

You may obtain a Policy Loan after the first Policy anniversary.  The maximum
amount you may borrow at any time equals (a) minus (b) where (a) is equal to:
     1)   Account Value minus (12 times the current monthly deduction);
     2)   Multiplied by (1 + Policy Loan Interest Rate);
     3)   Divided by (1 + Guaranteed Interest Rate credited to Loan Division);
and where (b) is equal to any outstanding Policy Loan and accrued loan interest.
However, at no time will the maximum amount you may borrow be less than 90% of
the Account Value; minus any outstanding policy loan and accrued but unpaid
interest.  The Policy Loan is a first Lien on your Policy.  The minimum amount
you may borrow is shown in the Schedule.  The outstanding Policy Loan amount is
equal to the loan amount as of the beginning of the Policy year plus new loans
and minus loan repayments.

LOAN INTEREST

The annual Policy Loan interest rate is shown in the Schedule.  If a loan is
made, interest is due and payable at the end of the Policy year.  Thereafter,
interest on the loan amount is due annually at the end of each Policy year until
the loan is repaid.  If interest is not paid when due, it is added to the Policy
Loan.

If the Policy Loan amount plus any accrued interest equals or exceeds the
Account Value, a Premium sufficient to keep this Policy in force must be paid as
provided in the Grace Period provision.

LOAN DIVISION

When a Policy Loan is taken or when interest is not paid in cash when due, an
amount equal to the loan is transferred from the Divisions of the Variable
Account and the Guaranteed Interest Division to the Loan Division to secure the
loan.  This amount will be deducted from the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value in each Division bears to your Net Account Value as of the date the
transfer is effective.  Your Account Value in the Loan Division will be credited
with interest at the interest rate for the Loan Division shown in the Schedule.

When a loan repayment is made an amount equal to the repayment is transferred
from the Loan Division to the Guaranteed Interest Division and the Divisions of
the Variable Account in the same proportion as your current Premium allocation
unless you request a different allocation.

Form 1195 (VUL) - MD
Page 19
<PAGE>
 
                         PARTIAL WITHDRAWAL PROVISIONS

You may apply for a Partial Withdrawal of your Account Value on any monthly
Processing Date after the first Policy anniversary by writing to us at our
Customer Service Center.  The minimum and maximum Partial Withdrawal amounts are
shown in the Schedule.  When a Partial Withdrawal is made, the amount of the
withdrawal plus a service fee is deducted from your Account Value.  The amount
of the service fee is shown in the Schedule.  We limit the number of Partial
Withdrawals in a Policy year and this number is shown in the Schedule.

The Stated Death Benefit is not reduced by a Partial Withdrawal taken when the
Base Death Benefit has been increased to qualify your Policy as life insurance
under the Federal income tax laws and the amount withdrawn is no greater than
that which reduces your Account Value to the level which no longer requires the
Base Death Benefit to be increased for Federal income tax law purposes.

For a Policy under an Option 1 death benefit, the Stated Death Benefit is not
reduced by a Partial Withdrawal in the circumstances described above.  In
addition, if no more than 16 years have elapsed since the Policy date and the
Insured is not yet Age 81, a Partial Withdrawal of an amount up to 10% of your
Account Value or, if greater, 5% of the Stated Death Benefit, calculated
immediately before the Partial Withdrawal is taken will not reduce the State
Death Benefit.  Any additional amount withdrawn reduces your Stated Death
Benefit by that additional amount.

For a Policy under an Option 2 death benefit, a Partial Withdrawal does not
reduce your Stated Death Benefit.  For a Policy under an Option 3 death benefit,
your Stated Death Benefit will be reduced by any amount of the Partial
Withdrawal in excess of Premiums paid to the date of the Partial Withdrawal.

Any reduction in death benefit or Account Value will occur as of the date the
Partial Withdrawal occurs.  No Partial Withdrawal will be allowed if the Stated
Death Benefit remaining in force after any such Partial Withdrawal would be
reduced below the minimum Stated Death Benefit shown in the Schedule.

For a Policy under an Option 2 or Option 3 death benefit, a Partial Withdrawal
reduces the Base Death Benefit by the amount of the withdrawal.  Under any death
benefit option, if the Base Death Benefit has been increased in order to qualify
your Policy as a life insurance contract under the Federal income tax laws, the
Partial Withdrawal reduces the Base Death Benefit by an amount greater than the
withdrawal.

You may specify how much of the withdrawal you wish taken from each Division of
the Variable Account or from the Guaranteed Interest Division.  You may not
withdraw from the Guaranteed Interest Division more than the total withdrawal
times the ratio of your Account Value in the Guaranteed Interest Division to
your Net Account Value immediately prior to the withdrawal.  Unless you indicate
otherwise, we will make the withdrawal from the amounts in the Guaranteed
Interest Division and the Divisions of the Variable Account in the same
proportion that your Account Value in each Division bears to your Net Account
Value immediately prior to the withdrawal.  The withdrawal service fee is
deducted from each Variable Division and the Guaranteed Interest Division in the
same proportion that your Account Value of each division bears to your Net
Account Value immediately after the withdrawal.

We may send you a new Schedule to reflect the effect of the withdrawal,
including any changes to the Stated Death Benefit.  We may ask you to return
your Policy to our Customer Service Center to make this change.  The withdrawal
and the reductions in death benefits will be effective as of the Valuation Date
after we received your request.

Form 1195 (VUL) 
Page 20
<PAGE>
 
                             SURRENDER PROVISIONS
                                        
SURRENDER VALUE

The net Cash Surrender Value on any date will be your Account Value plus any
refund of sales charges due and minus any Policy Loan including accrued but
unpaid loan interest.

BASIS OF COMPUTATIONS

The Cash Surrender Value under the Policy is not less than the minimums required
as of the Policy date by the state in which your Policy was delivered.  A
detailed statement of the method of computation of Policy Values under the
Policy has been filed with the insurance department of the state in which the
Policy was delivered, if required.

FULL SURRENDERS

You may surrender your Policy after the Right to Examine Period or at any time
during the lifetime of the Insured and receive the net Cash Surrender Value.  We
will compute the net Cash Surrender Value as of the next Valuation Date after we
receive both your request and the Policy at our Customer Service Center.  This
Policy will be canceled as of the date we receive your request, and there will
be no further benefits under this Policy.

If you surrender your Policy within the first two Policy years but after the
Right to Examine Policy Period has ended, the net Cash Surrender Value will
include a refund of a portion of the sales charges which were previously
deducted from your premiums paid.  In the first Policy year, the refund is equal
to 5% of the premium paid up to the Target Premium.  In the second year, the
refund is equal to 2.5% of the premium paid in the first Policy year, up to the
Target Premium.


            GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS
                                        
GRACE PERIOD

If the following conditions occur on a Monthly Processing Date, the Policy will
enter into the 61 day Grace Period:

     a)   The Net Account Value is zero or less; and
     b)   The Guarantee Period shown in the Schedule and described below has
          expired or been terminated; and

We will give you a 61 day Grace Period from this Monthly Processing Date to make
the required Premium payment.  The required Premium payment then due must be
paid to keep the Policy in force.  If this amount is not received in full by the
end of the Grace Period, the Policy will lapse without value.  The required
Premium payment will be equal to past due charges plus an amount we expect to be
sufficient to keep the Policy and any riders in force for 2 months following the
receipt of the required Premium payment.  If we receive at least the required
Premium payment during the Grace Period we will make deductions from the Net
Premium payment for the past due amounts and apply any re  remaining amount as
Premium to the Policy.

Form 1195 (VUL) - MD
Page 21
<PAGE>
 
Notice of the amount of the required Premium payment will be mailed to you or
any assignee at the last known address at least 30 days before the end of the
Grace Period.  If the Insured dies during the Grace Period, we will deduct any
overdue monthly deductions from the death Proceeds of the Policy.

THREE YEAR CONTINUATION PERIOD

During the first 3 Policy years, if at all times the sum of your Premiums paid
minus the sum of your Partial Withdrawals, Policy Loans taken and accrued but
unpaid interest, is greater than or equal to:  one-twelfth of the minimum Annual
Premium multiplied by the number of complete months your Policy has been in
force, your Policy will remain in force regardless of the Net Account Value.
The Minimum Annual Premium is shown in the Schedule.  If you increase the Stated
Death Benefit during the first 3 Policy years, the new Schedule will show a
revised Minimum Annual Premium which will be used for future tests to determine
if your Policy will remain in force under this provision.

TERMINATION

All coverage provided by this Policy will end as of the earliest of:

     a)   The date the Policy is surrendered;
     b)   The date of death of the Insured;
     c)   The Maturity Date of the Policy; or
     d)   The date the Grace Period ends without payment of the required
          Premium.


REINSTATEMENT

The Policy may be reinstated within five years after the beginning of the Grace
Period.  The reinstatement will be effective as of the Monthly Processing Date
on or next following the date we approve your written application.

We will reinstate the Policy and any riders if the following conditions are met:

     a)   You have not surrendered the Policy for its net Cash Surrender Value;
     b)   You submit evidence satisfactory to us that the Insured and those
          insured under any riders are still insurable according to our normal
          rules of underwriting for this type of Policy; and
     c)   We receive payment of the amount of Premium sufficient to keep the
          Policy and any riders in force from the beginning of the Grace Period
          to the end of the expired Grace Period and for 2 months after the date
          of reinstatement. We will let you know, at the time you request
          reinstatement, the amount of Premium needed for this purpose.

We will reinstate any Policy Loan, with accrued loan interest to the end of the
Grace Period, which existed when coverage ended.

Upon reinstatement, the Net Premium received minus past due amounts will be
allocated to the Divisions of the Variable Account and the Guaranteed Interest
Division according to the Premium allocation percentages in effect at the start
of the Grace Period or as directed by you in writing at the time of
reinstatement.

Form 1195 (VUL) - MD
Page 22
<PAGE>
 
DEFERRAL OF PAYMENT

Requests for transfers, withdrawals, payment of proceeds on the Maturity Date or
a full surrender will be processed within 7 days of receipt of the request in a
form acceptable to us.  However, we may postpone the processing of any such
Variable Account transactions for any of the following reasons:

     a)   The NYSE is closed, other than customary weekend and holiday closings.
     b)   Trading on the NYSE is restricted by the SEC.
     c)   The SEC declares that an emergency exists as a result of which
          disposal of securities in the Variable Account is not reasonably
          practicable to determine your Account Value in the Divisions.
     d)   A governmental body having jurisdiction over the Variable Account by
          order permits such suspension.

Rules and regulations of the SEC, if any, are applicable and will govern as to
whether conditions described in (b), (c), or (d) exist.

Death proceeds will be paid within 7 days of determination of the proceeds and
are not subject to deferment.  We may defer for up to 6 months payment of any
surrender proceeds, withdrawal or loan amounts from the Guaranteed Interest
Division, unless such payment will be made to pay premiums on policies in force
with this Company.

                           GENERAL POLICY PROVISIONS
                                        
THE POLICY

The Policy, including the original application and applications for an increase,
riders, endorsements, any Schedule pages, and any reinstatement applications
make up the entire contract between you and us.  A copy of the original
application will be attached to the policy at issue.  A copy of any application
as well as a new Schedule will be attached or furnished to you for attachment to
the Policy at the time of any change in coverage.  In the absence of fraud, all
statements made in any application will be considered representations and not
warranties.  No statement will be used to deny a claim unless it is in an
application.

AGE

The Policy is issued at the Age shown in the Schedule. This is the Insured's Age
nearest birthday on the Policy date. The Insured's Age at any time is the Age
shown in the Schedule increased by the number of completed Policy years.

PROCEDURES

We must receive any election, designation, assignment or any other change
request you make in writing, except those specified on the application.  It must
be in a form acceptable to us.  We may require a return of the Policy for any
change or for a full surrender.  We are not liable for any action we take before
we receive and record the written request at our Customer Service Center.

In the event of the death of the Insured before the Maturity Date, please let us
or our agent know as soon as possible. Claim procedure instructions will be sent
to the Beneficiary immediately. We may require proof of Age and a certified copy
of the death certificate. We may require 

Form 1195 (VUL) - MD
Page 23
<PAGE>
 
the Beneficiary and next of kin to sign authorizations as part of due proof.
These authorization forms allow us to obtain information about the Insured,
including, but not limited to, medical records of physicians and hospitals used
by the Insured.

OWNERSHIP

The original Owner is the person named as the Owner in the application.  You, as
the Owner, can exercise all rights and receive the benefits during the Insured's
life before the Maturity Date.  This includes the right to change the Owner,
Beneficiaries, and methods for the payment of proceeds.  All rights of the Owner
are subject to the rights of any assignee and any irrevocable Beneficiary.

You may name a new Owner by sending written notice to us.  The Effective Date of
the change to the new Owner will be the date you sign the notice.  The change
will not affect any payment made or action taken by us before recording the
change at our Customer Service Center.

BENEFICIARIES

The primary Beneficiary surviving the Insured will receive any death Proceeds
which become payable.  Surviving contingent Beneficiaries are paid death
Proceeds only if no primary Beneficiary has survived the Insured.  If more than
one Beneficiary in a class survives the Insured, they will share the death
Proceeds equally, unless your designation provides otherwise.  If there is no
designated Beneficiary surviving, you or your estate will be paid the death
Proceeds.  The Beneficiary designation will be on file with us or at a location
designated by us.  While you are living, you may name a new Beneficiary.  The
Effective Date of the change will be the date the request was signed.  We will
pay proceeds to the most recent Beneficiary designation on file.  We will not be
subject to multiple payments.

EXCHANGE RIGHT

If, for any reason within the first 24 months, you want to exchange this Policy
for a Policy in which values do not vary with the investment experience of the
Variable Account, we will exchange this Policy so long as premiums are duly
paid.  Option (1) or (2) can be chosen by the policy holder and the exchange
will be implemented in one of two ways:  (1) by exchanging for another permanent
fixed benefit life insurance policy offered in this state by us; or (2) by
transferring your Account Value in all the Divisions of the Variable Account to
the Guaranteed Interest Division and removing your future right to choose to
allocate funds to the Divisions of the Variable Account.  This transfer will not
be subject to the Excess Transfer Charge.  If a new policy is chosen it will
comply with the following conditions:

     a)   shall bear the same date of issue and age at issue as the original
          variable life insurance policy; and

     b)   issued on a comparable plan of permanent insurance offered in this
          state by the insurer at premium rates in effect on that date for the
          same class of insurance; and

     c)   includes such riders and incidental insurance benefits that were
          included in the original policy if such riders and incidental
          insurance benefits are issued with fixed benefit policies; and

     d)   are subject to an equitable premium or cash value adjustment that
          takes appropriate account of the premiums and cash values under the
          original and new policies; a detailed statement of the method of
          computing such adjustment is on file with the Commissioner of the
          state in which this policy is delivered; and

     e)   shall not require evidence of insurability for this exchange.

Form 1195 (VUL) - MD
Page 24
<PAGE>
 
We will require a return of this Policy before this change will be processed.

CONTRACT CHANGES

All changes made by us must be signed by our president or an officer and by our
secretary or assistant secretary.  No other person can change any of this
Contract's terms and conditions.

COLLATERAL ASSIGNMENT

You may assign this Policy as collateral security by written notice to us.  Once
it is recorded with us, the rights of the Owner and Beneficiary are subject to
the assignment.  It is your responsibility to make sure the assignment is valid.

INCONTESTABILITY

After this Policy has been in force during the Insured's life for 2 years from
the Policy date, we will not contest the statements in the application attached
at issue.

After this Policy has been in force during the Insured's life for 2 years from
the Effective Date of any increase in any benefit with respect to the Insured,
we will not contest the statements in the application for the increase.

After this Policy has been in force during the Insured's life for 2 years from
the Effective Date of any reinstatement, we will not contest the statements in
the application for such reinstatement.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Insured has been misstated, the death benefit will be
adjusted.  The death benefit will be that which the cost of insurance which was
deducted from you Account Value on the last Monthly Processing Date prior to the
death of the Insured would have purchased for the Insured's correct age and sex.

SUICIDE EXCLUSION

If the Insured commits suicide, while sane or insane, within 2 years of the
Policy date, we will make a limited payment to the Beneficiary.  We will pay in
one sum the amount of all Premiums paid to us during that time, minus any
outstanding Policy Loan (including accrued but unpaid interest) and Partial
Withdrawals.  If the Insured commits suicide, while sane or insane, within 2
years of the Effective Date of an increase in the Stated Death Benefit, we will
make a limited payment to the Beneficiary for the increase.  This payment will
equal the cost of insurance and any applicable monthly expense charges deducted
for such increase.

Form 1195 (VUL) - MD
Page 25
<PAGE>
 
PERIODIC REPORTS

We will send you at least once each year a report which shows the current
Account Value, Cash Surrender Value and Premiums paid since the last report.
The report will also show the allocation of your Account Value as of the date of
the report and the amounts added to or deducted from your Account Value of each
Division since the last report.  The report will include any other information
that may be currently required by the Insurance supervisory official of the
jurisdiction in which this Policy is delivered.

ILLUSTRATION OF BENEFITS AND VALUES

We will send you, upon written request, a hypothetical illustration of future
death benefits and Account Values.  This illustration will include the
information as required by the laws or regulations where this Policy is
delivered.  If you request more than one illustration during a Policy year, we
will charge a reasonable fee for each additional illustration.  The maximum
amount of this fee is shown in the Schedule.

NONPARTICIPATING

The Policy does not participate in our surplus earnings.

CUSTOMER SERVICE CENTER

Our Customer Service Center is at the address shown in the Schedule.  Unless you
are otherwise notified:

     a)   All requests and payments should be sent to us at our Customer Service
          Center; and
     b)   All transactions are effective as of the Valuation Date the required
          information is received at our Customer Service Center.

                         PAYOUTS OTHER THAN AS ONE SUM
                                        
ELECTION

During the Insured's lifetime, you may elect that the Beneficiary receive the
proceeds upon death of the Insured other than in one sum.  If you have not made
an election, the Beneficiary may do so within 60 days after the Insured's death.
You may also elect to take the net Cash Surrender Value of the Policy upon its
surrender other than in one sum.  Satisfactory written request must be received
at our Customer Service Center before payment can be made.  A payee that is not
a natural person may not be named without our consent.  The various methods of
settlement are shown below.

PAYOUT OPTIONS

OPTION I.  PAYOUTS FOR A DESIGNATED PERIOD.  Payouts will be made in 1, 2, 4, or
12 installments per year as elected for a designated period, which may be 5 to
30 years.  The installment dollar amounts will be equal except for any Excess
Interest as described below.  The amount of the first monthly payout for each
$1,000 of Account Value applied is shown in Settlement Option Table I.

OPTION II.  LIFE INCOME WITH PAYOUTS FOR DESIGNATED PERIOD.  Payouts will be
made in 1, 2, 4, or 12 installments per year throughout the payee's lifetime, or
if longer, for a period of 5, 10, 15 or 20 years as elected.  The installment
dollar amounts will be equal except for any Excess 

Form 1195 (VUL) 
Page 26
<PAGE>
 
Interest, as described below. The amount of the first monthly payout for each
$1,000 of Account Value applied is shown in Settlement Option Table II. This
option is not available for ages not shown in the Table.

OPTION III.  HOLD AT INTEREST.  Amounts may be left on deposit with us to be
paid upon the death of the payee or at any earlier date elected.  Interest on
any unpaid balance will be at the rate declared by us or at any higher rate
required by law.  Interest may be accumulated or paid in 1, 2, 4, or 12
installments per year, as elected.  Money may not be left on deposit for more
than 30 years.

OPTION IV.  PAYOUTS OF A DESIGNATED AMOUNT.  Payouts will be made until
proceeds, together with interest, which will be at the rate declared by us or at
any higher rate required by law, are exhausted.  Payouts will be made in 1, 2,
4, or 12 equal installments per year, as elected.

OPTION V.  OTHER.  Settlement may be made in any other manner as agreed upon in
writing between you (or the Beneficiary) and us.

CHANGE AND WITHDRAWAL

You may change an election at any time before the death of the Insured or
maturity of the Policy.  If you have given the Beneficiary the right to make
changes or withdrawals, or if the Beneficiary has elected the option, the
Beneficiary (as primary payee) may take the actions below.

     a)   Changes may be made from Payout Options I, III, and IV to another
          option.
     b)   Full withdrawals may be made under Payout Option III or IV.  Partial
          Withdrawals of not less than $300 may be made under Payout Option III.
     c)   Remaining installments under Payout Option I may be commuted at 3 1/2%
          interest and received in one sum.
     d)   Changes in any contingent payee designation may be made.

A written request must be sent to our Customer Service Center in writing to make
a change or withdrawal.  We also may require that you send in the Supplemental
Policy.  We may defer payment of commuted and withdrawable amounts for a period
up to 6 months.


EXCESS INTEREST

If we declare that Payout Options are to be credited with an interest rate above
that guaranteed, it will apply to Payout Options I, II, III, and IV.  The
crediting of excess interest for one period does not guarantee the higher rate
for other periods.  Any declared interest rate will be in effect for at least 12
months.

MINIMUM AMOUNTS

The minimum amount which may be applied under any option is $2,000.  If the
payments to the payee are ever less than $20, we may change the frequency of
payments so as to result in payments of at least that amount.

SUPPLEMENTARY POLICY

When an option becomes effective, the Policy will be surrendered in exchange for
a Supplementary Policy.  It will provide for the manner of settlement and rights
of the payees.  The Supplementary Policy's Effective Date will be the date of
the Insured's death or the date of other 

Form 1195 (VUL) 
Page 27
<PAGE>
 
settlement. The first payment under Options I, II, and IV will be payable as of
the Effective Date. The first interest payment under Option III will be made as
of the end of the interest payment period elected. Subsequent payments will be
made in accordance with the frequency of payment elected. The Supplementary
Policy may not be assigned or payments made to another without our consent.

INCOME PROTECTION

Unless otherwise provided in the election, a payee does not have the right to
commute, transfer or encumber amounts held or installments to become payable.
To the extent provided by law, the proceeds, amount retained, and installments
are not subject to any payee's debts, policies, or engagements.

DEATH OF PRIMARY PAYEE

Upon the primary payee's death, any payments certain under Option I or II,
interest payments under Option III, or payments under Option IV will be
continued to the contingent payee.  Or, amounts may be released in one sum if
permitted by the Policy.  The final payee will be the estate of the last to die
of the primary payee and any contingent payee.

PAYMENTS OTHER THAN MONTHLY

The tables which follow show monthly installments for Options I and II.  To
arrive at annual, semiannual, or quarterly payments, multiply the appropriate
figures by 11.813, 5.957 or 2.991 respectively.  Factors for other periods
certain or for other options which may be provided by mutual agreement will be
provided upon reasonable  request.

Form 1195 (VUL)
Page 28


<PAGE>
 
                           SETTLEMENT OPTION TABLES


                           SETTLEMENT OPTION TABLE I

                         (Per $1,000 of Net Proceeds)

<TABLE>
<CAPTION>
          --------------------------------------------------------------- 
              NO. OF         MONTHLY        NO. OF        MONTHLY         
          YEARS PAYABLE    INSTALLMENTS  YEARS PAYABLE  INSTALLMENTS      
          --------------------------------------------------------------- 
          <S>              <C>           <C>            <C>               
                 5             18.12          20             5.75         
          ---------------------------------------------------------------  
                                                                          
          ---------------------------------------------------------------  
                 6             15.35          21             5.56         
          ---------------------------------------------------------------  
                 7             13.38          22             5.39         
           -------------------------------------------------------------- 
                 8             11.90          23             5.24         
           -------------------------------------------------------------- 
                 9             10.75          24             5.09         
           -------------------------------------------------------------- 
                10              9.83          25             4.96         
           -------------------------------------------------------------- 
                                                                          
           -------------------------------------------------------------- 
                11              9.09          26             4.84         
           -------------------------------------------------------------- 
                12              8.46          27             4.73         
           -------------------------------------------------------------- 
                13              7.94          28             4.63         
           -------------------------------------------------------------- 
                14              7.49          29             4.53         
          --------------------------------------------------------------- 
                15              7.10          30             4.45          
          ---------------------------------------------------------------  
</TABLE>                                                

Form 1195 (VUL) - MD
Page 29
<PAGE>
 
                          SETTLEMENT OPTION TABLE II

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                    (Per $1,000 of Net Proceeds)
- -------------------------------------------------------------------------------------------------------------------------------- 
      Age of Payee Nearest                Monthly                  Age of Payee Nearest                    Monthly
       Birthday When First              Installment                Birthday When First                  Installments
      Installment is Payable                                      Installment is Payable
- -------------------------------------------------------------------------------------------------------------------------------- 
                    5 Years     10 Years  15 Years  20 Years                     5 Years     10 Years   15 Years   20 Years
    Male    Female  Certain     Certain   Certain   Certain     Male    Female   Certain     Certain    Certain    Certain
- -------------------------------------------------------------------------------------------------------------------------------- 
<S>         <C>     <C>         <C>       <C>       <C>         <C>     <C>      <C>         <C>        <C>        <C>
     15       20     3.31         3.31      3.31      3.31       33       38      3.77         3.77       3.75       3.74
- -------------------------------------------------------------------------------------------------------------------------------- 
     16       21     3.33         3.33      3.33      3.32       34       39      3.80         3.80       3.79       3.77
- -------------------------------------------------------------------------------------------------------------------------------- 
     17       22     3.35         3.35      3.34      3.34       35       40      3.84         3.84       3.83       3.81
- -------------------------------------------------------------------------------------------------------------------------------- 
     18       23     3.37         3.37      3.36      3.36       36       41      3.88         3.88       3.87       3.84
- -------------------------------------------------------------------------------------------------------------------------------- 
     19       24     3.39         3.38      3.38      3.38       37       42      3.93         3.93       3.91       3.88
- -------------------------------------------------------------------------------------------------------------------------------- 
     20       25     3.41         3.40      3.40      3.40       38       43      3.97         3.97       3.95       3.92
- -------------------------------------------------------------------------------------------------------------------------------- 
     21       26     3.43         3.43      3.42      3.42       39       44      4.02         4.02       4.00       3.96
- -------------------------------------------------------------------------------------------------------------------------------- 
     22       27     3.45         3.45      3.44      3.44       40       45      4.07         4.07       4.05       4.00
- -------------------------------------------------------------------------------------------------------------------------------- 
     23       28     3.47         3.47      3.47      3.46       41       46      4.13         4.13       4.09       4.05
- -------------------------------------------------------------------------------------------------------------------------------- 
     24       29     3.50         3.49      3.49      3.48       42       47      4.18         4.18       4.14       4.09
- -------------------------------------------------------------------------------------------------------------------------------- 
     25       30     3.52         3.52      3.57      3.51       43       48      4.24         4.24       4.20       4.14
- -------------------------------------------------------------------------------------------------------------------------------- 
     26       31     3.55         3.54      3.54      3.53       44       49      4.30         4.30       4.25       4.18
- -------------------------------------------------------------------------------------------------------------------------------- 
     27       32     3.58         3.57      3.57      3.56       45       50      4.36         4.36       4.31       4.23
- -------------------------------------------------------------------------------------------------------------------------------- 
     28       33     3.60         3.60      3.59      3.58       46       51      4.43         4.43       4.37       4.28
- -------------------------------------------------------------------------------------------------------------------------------- 
     29       34     3.64         3.63      3.60      3.61       47       52      4.49         4.49       4.43       4.34
- -------------------------------------------------------------------------------------------------------------------------------- 
     30       35     3.67         3.66      3.65      3.64       48       53      4.56         4.56       4.49       4.39
- -------------------------------------------------------------------------------------------------------------------------------- 
     31       36     3.70         3.70      3.69      3.67       49       54      4.64         4.64       4.55       4.44
- -------------------------------------------------------------------------------------------------------------------------------- 
     32       37     3.74         3.73      3.72      3.70       50       55      4.77         4.71       4.62       4.50
- -------------------------------------------------------------------------------------------------------------------------------

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

Form 1195 (VUL)
Page 30
<PAGE>
 
                          SETTLEMENT OPTION TABLE II

                                  (Continued)

<TABLE> 
<CAPTION> 
- --------------------------------------------------------------------------------------------------------------------------------
                                                   (Per $1,000 of Net Proceeds)
- -------------------------------------------------------------------------------------------------------------------------------- 
      Age of Payee Nearest                Monthly                  Age of Payee Nearest                    Monthly
       Birthday When First              Installment                Birthday When First                  Installments
      Installment is Payable                                      Installment is Payable
- -------------------------------------------------------------------------------------------------------------------------------- 
                    5 Years     10 Years  15 Years  20 Years                     5 Years     10 Years   15 Years   20 Years
    Male    Female  Certain     Certain   Certain   Certain     Male    Female   Certain     Certain    Certain    Certain
- --------------------------------------------------------------------------------------------------------------------------------  
<S>         <C>     <C>         <C>       <C>       <C>         <C>     <C>      <C>         <C>        <C>        <C>
     51       56     4.85         4.79      4.69      4.55       69       74      7.52         7.00       6.29       5.56
- --------------------------------------------------------------------------------------------------------------------------------
     52       57     4.94         4.87      4.76      4.61       70       75      7.77         7.17       6.38       5.60
- --------------------------------------------------------------------------------------------------------------------------------
     53       58     5.04         4.96      4.84      4.67       71       76      8.04         7.35       6.47       5.63
- --------------------------------------------------------------------------------------------------------------------------------
     54       59     5.14         5.05      4.91      4.73       72       77      8.32         7.53       6.55       5.66
- --------------------------------------------------------------------------------------------------------------------------------
     55       60     5.24         5.14      4.99      4.79       73       78      8.62         7.71       6.63       5.68
- --------------------------------------------------------------------------------------------------------------------------------
     56       61     5.35         5.24      5.07      4.85       74       79      8.94         7.89       6.71       5.70
- --------------------------------------------------------------------------------------------------------------------------------
     57       62     5.47         5.34      5.15      4.91       75       80      9.28         8.07       6.78       5.72
- --------------------------------------------------------------------------------------------------------------------------------
     58       63     5.59         5.45      5.24      4.97       76       81      9.63         8.25       6.84       5.73
- --------------------------------------------------------------------------------------------------------------------------------
     59       64     5.71         5.56      5.33      5.03       77       82     10.00         8.43       6.89       5.74
- --------------------------------------------------------------------------------------------------------------------------------
     60       65     5.85         5.68      5.42      5.10       78       83     10.39         8.60       6.94       5.74
- --------------------------------------------------------------------------------------------------------------------------------
     61       66     5.99         5.80      5.51      5.16       79       84     10.80         8.77       6.98       5.75
- --------------------------------------------------------------------------------------------------------------------------------
     62       67     6.15         5.93      5.61      5.21       80       85     11.22         8.93       7.01       5.75
- --------------------------------------------------------------------------------------------------------------------------------
     63       68     6.31         6.07      5.70      5.27       81              11.66         9.08       7.04       5.75
- --------------------------------------------------------------------------------------------------------------------------------
     64       69     6.48         6.21      5.80      5.33       82              12.12         9.21       7.06       5.75
- --------------------------------------------------------------------------------------------------------------------------------
     65       70     6.66         6.35      5.90      5.38       83              12.60         9.34       7.07       5.75
- --------------------------------------------------------------------------------------------------------------------------------
     66       71     6.86         6.50      6.00      5.43       84              13.09         9.44       7.08       5.75
- --------------------------------------------------------------------------------------------------------------------------------
     67       72     7.07         6.66      6.10      5.48       85              13.59         9.54       7.09       5.75
- --------------------------------------------------------------------------------------------------------------------------------
     68       73     7.29         6.83      6.19      5.52
- --------------------------------------------------------------------------------------------------------------------------------  

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

Form 1195 (VUL)
Page 31
<PAGE>
 
       THIS POLICY IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                      THIS IS A NON-PARTICIPATING POLICY

DEATH BENEFITS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE.  THESE VALUES MAY
INCREASE OR DECREASE BASED ON INVESTMENT EXPERIENCE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.  DEATH BENEFITS ARE PAYABLE BY US UPON THE DEATH OF THE
INSURED PRIOR TO THE MATURITY DATE.  YOUR NET ACCOUNT VALUE, IF ANY, IS PAYABLE
BY US IF THE INSURED IS LIVING AS OF THE MATURITY DATE.  HOWEVER, AT NO TIME
WILL THE MAXIMUM AMOUNT YOU MAY BORROW BE LESS THAN 90% OF THE ACCOUNT VALUE;
MINUS ANY OUTSTANDING POLICY LOAN AND ACCRUED BUT UNPAID INTEREST.  FLEXIBLE
PREMIUMS ARE PAYABLE BY YOU DURING THE LIFETIME OF THE INSURED UNTIL THE
MATURITY DATE.  THE DEATH BENEFIT WILL BE AT LEAST EQUAL TO THE STATED DEATH
BENEFIT AMOUNT AT THE DATE OF ISSUE IF PREMIUMS ARE DULY PAID AND IF THERE ARE
NO OUTSTANDING POLICY LOANS, PARTIAL WITHDRAWALS, OR PARTIAL SURRENDERS.  REFER
TO THE PAYOUT OF PROCEEDS PROVISION FOR ADDITIONAL INFORMATION.




                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                                A Stock Company

                            CUSTOMER SERVICE CENTER
                 P.O. Box 173763, Denver, Colorado  80217-3763
                       Toll Free Number:  1(800)933-5858


Form 1195 (VUL) - MD

<PAGE>
 
                                                          EXHIBIT 1.A (5)(a)(ii)

SECURITY LIFE OF DENVER
 INSURANCE COMPANY
                            INSURED:  Mr JOHN DOE
                        POLICY DATE:  January 1, 1996
                      POLICY NUMBER:  6500001
               STATED DEATH BENEFIT:  $100,000.00

WE AGREE TO PAY the death benefit to the Beneficiary upon the death of the
Insured while this Policy is in force.

WE AGREE TO PAY your Net Account Value to you as of the Maturity Date if the
Insured is living on that date.

WE ALSO AGREE to provide the other rights and benefits of the Policy.  These
agreements are subject to the provisions of the Policy.

RIGHT TO EXAMINE POLICY PERIOD.  You have the right to examine and return this
Policy within 10 days after receipt.  The policy will be deemed to have been
received by you 5 days after the policy is mailed from our Customer Service
Center.

The Policy may be returned by delivering or mailing it to us at our Customer
Service Center.  Immediately upon return it will be deemed void as of the Policy
Date.  Upon return of the Policy to us, we will refund all premiums paid.

In this Policy "you" and "your" refer to the Owner of the Policy.  "We", "us"
and "our" refer to Security Life of Denver Insurance Company.

   
                /s/ Eugene L. Copeland         /s/ Stephen M. Christopher     

                    Secretary                           President

       THIS POLICY IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.

DEATH BENEFITS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE.  THESE VALUES MAY
INCREASE OR DECREASE BASED ON INVESTMENT EXPERIENCE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.  DEATH BENEFITS ARE PAYABLE BY US UPON THE DEATH OF THE
INSURED PRIOR TO THE MATURITY DATE.  YOUR NET ACCOUNT VALUE, IF ANY, IS PAYABLE
BY US IF THE INSURED IS LIVING AS OF THE MATURITY DATE.  FLEXIBLE PREMIUMS ARE
PAYABLE BY YOU DURING THE LIFETIME OF THE INSURED UNTIL THE MATURITY DATE.

                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                                A Stock Company

                            Customer Service Center
                [P.O. Box 173763, Denver, Colorado  80217-3763
                      Toll Free Number:  1(800)933-5858]


Form 1195 (VUL) - MA - 5/97
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                    <C>
SCHEDULE..............................................................................  5
                                                                                       
DEFINITION OF TERMS...................................................................  6
                                                                                       
INSURANCE COVERAGE PROVISIONS.........................................................  7
                                                                                       
  INITIAL PREMIUM ALLOCATION..........................................................  7
  VALUATION DATE......................................................................  7
  VALUATION PERIOD....................................................................  7
  EFFECTIVE DATE OF COVERAGE..........................................................  7
  PAYOUT OF PROCEEDS..................................................................  8
  BASE DEATH BENEFIT..................................................................  8
  CHANGE IN REQUESTED INSURANCE COVERAGE..............................................  9
   Requested Increases in Coverage....................................................  9
   Requested Decreases in Coverage....................................................  9
   Death Benefit Option Changes....................................................... 10
                                                                                       
PREMIUM PROVISIONS.................................................................... 10
                                                                                       
  PLANNED PREMIUMS.................................................................... 10
  UNPLANNED PREMIUMS.................................................................. 11
  PREMIUM LIMITATION.................................................................. 11
  PREMIUM ALLOCATION.................................................................. 11
                                                                                       
VARIABLE ACCOUNT PROVISIONS........................................................... 11
                                                                            
  THE VARIABLE ACCOUNT................................................................ 11
  VARIABLE ACCOUNT DIVISIONS.......................................................... 12
  CHANGES WITHIN THE VARIABLE ACCOUNT................................................. 12

GENERAL ACCOUNT PROVISIONS............................................................ 13
                                                                            
  THE GENERAL ACCOUNT................................................................. 13
  GUARANTEED INTEREST DIVISION........................................................ 13
  LOAN DIVISION....................................................................... 13
</TABLE>                                                         
                                                                            
Form 1195 (VUL) - MA - 5/97                                                 
Page 2                                                                      
                                                                            
<PAGE>
 
<TABLE>                                                                     
<S>                                                                                    <C>
TRANSFER PROVISIONS................................................................... 13
                                                                            
  TRANSFERS TO OR FROM THE GUARANTEED INTEREST DIVISION............................... 14
  EXCESS TRANSFER CHARGE.............................................................. 14
  DOLLAR COST AVERAGING............................................................... 14
  AUTOMATIC REBALANCING............................................................... 15
                                                                            
ACCOUNT VALUE PROVISIONS.............................................................. 15
                                                                            
  NET PREMIUM......................................................................... 16
  ACCOUNT VALUES ON THE INVESTMENT DATE............................................... 16
  ACCUMULATION UNIT VALUE............................................................. 16
  ACCUMULATION EXPERIENCE FACTOR...................................................... 16
  ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT.............................. 17
  ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION................................... 17
  ACCOUNT VALUE OF THE LOAN DIVISION.................................................. 18
                                                                            
MONTHLY DEDUCTION AND REFUND.......................................................... 18
                                                                            
  MONTHLY DEDUCTION................................................................... 18
  COST OF INSURANCE................................................................... 18
  PERSISTENCY REFUND.................................................................. 19
                                                                            
LOAN PROVISIONS....................................................................... 19
                                                                            
  POLICY LOANS........................................................................ 19
  LOAN INTEREST....................................................................... 19
  LOAN DIVISION....................................................................... 20
                                                                            
PARTIAL WITHDRAWAL PROVISIONS......................................................... 20
                                                                            
SURRENDER PROVISIONS.................................................................. 21
                                                                            
  SURRENDER VALUE..................................................................... 21
  BASIS OF COMPUTATIONS............................................................... 21
  FULL SURRENDERS..................................................................... 21
                                                                            
GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS................................ 22
                                                                            
  GRACE PERIOD........................................................................ 22
  THREE YEAR CONTINUATION PERIOD...................................................... 22
</TABLE>                                                                    
                                                                            
Form 1195 (VUL) - MA - 5/97                                                 
Page 3                                                                      
                                                                            
<PAGE>
 
<TABLE>                                                                     
<S>                                                                                    <C>
  TERMINATION......................................................................... 22
  REINSTATEMENT....................................................................... 23
  DEFERRAL OF PAYMENT................................................................. 23
                                                                            
GENERAL POLICY PROVISIONS............................................................. 24
                                                                            
  THE POLICY.......................................................................... 24
  AGE................................................................................. 24
  PROCEDURES.......................................................................... 24
  OWNERSHIP........................................................................... 24
  BENEFICIARIES....................................................................... 24
  EXCHANGE RIGHT...................................................................... 25
  COLLATERAL ASSIGNMENT............................................................... 25
  INCONTESTABILITY.................................................................... 25
  MISSTATEMENT OF AGE OR SEX.......................................................... 25
  SUICIDE EXCLUSION................................................................... 25
  PERIODIC REPORTS.................................................................... 26
  ILLUSTRATION OF BENEFITS AND VALUES................................................. 26
  NONPARTICIPATING.................................................................... 26
  CUSTOMER SERVICE CENTER............................................................. 26
                                                                            
PAYOUTS OTHER THAN AS ONE SUM......................................................... 26
                                                                            
  ELECTION............................................................................ 26
  PAYOUT OPTIONS...................................................................... 27
  CHANGE AND WITHDRAWAL............................................................... 27
  EXCESS INTEREST..................................................................... 27
  MINIMUM AMOUNTS..................................................................... 28
  SUPPLEMENTARY POLICY................................................................ 28
  INCOME PROTECTION................................................................... 28
  DEATH OF PRIMARY PAYEE.............................................................. 28
  PAYMENTS OTHER THAN MONTHLY......................................................... 28
                                                                            
SETTLEMENT OPTION TABLES.............................................................. 29
</TABLE>

Additional benefits or riders, if any, will be listed in the Schedule. The
additional provisions will be inserted in the Policy.


Form 1195 (VUL) - MA - 5/97
Page 4
<PAGE>
 
                                   SCHEDULE

                      (Effective Date:  January 1, 1996)

                              POLICY INFORMATION

<TABLE>
<S>                 <C>                                    <C>                                 <C>                          
Policy Number       6500001                                Minimum Stated Death Benefit        $50,000.00                   
Insured             Mr JOHN DOE                                                               
                                                                                              
                                                           Death Benefit Option                OPTION 1: GP/CVC LEVEL DB     
                                                                                              
                                                           Three Year Continuation Period                                   
                                                           Ending Date                         January 1, 1999              
                                                           Three Year Continuation Period                                   
Age And Sex         35, Male                               Minimum Annual Premium              $529.00                      
                                                                                                                            
Premium Class       High Band Non-Smoker                                                                                    
Policy Date         January 1, 1996                        Planned Premium                     $1,600.00, Annually          
Maturity Date       January 1, 2061                                                                                    
</TABLE>  

Definition of Life Insurance Test       Guideline Premium



CUSTOMER SERVICE CENTER: [P.O. Box 173763, Denver, Colorado 80217-3763]

COVERAGE WILL EXPIRE PRIOR TO THE MATURITY DATE IF PREMIUMS ARE INSUFFICIENT TO
CONTINUE COVERAGE AND THE THREE YEAR CONTINUATION PERIOD HAS ENDED. COVERAGE
WILL ALSO BE AFFECTED BY PARTIAL WITHDRAWALS, POLICY LOANS, CHANGES IN THE
CURRENT COST OF INSURANCE RATES, THE ACTUAL CREDITED INTEREST RATE FOR THE
GUARANTEED INTEREST DIVISION AND THE INVESTMENT EXPERIENCE OF THE VARIABLE
ACCOUNT.


Form 1195 (VUL) - MA - 5/97
Page 5
<PAGE>
 
                             SCHEDULE (Continued)

                                BENEFIT PROFILE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                            Initial     Segment       Age At                       Guideline  
                                            Benefit      Issue       Maturity     Effective         Annual        Target
                 Description                Amount        Age          Date         Date            Premium       Premium   
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>          <C>       <C>                <C>            <C>
Stated Death Benefit (Segment #1)         $100,000.00      35           100    January 1, 1996    $1,400.80      $941.00
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE> 
 
Form 1195 (VUL) - 5/97
Page 5A
<PAGE>
 
                             SCHEDULE (Continued)

             ALLOCATION OF INITIAL PREMIUM AS SHOWN ON APPLICATION

<TABLE>
              <S>                                                             <C>       
              [Neuberger & Berman Limited Maturity Bond]                      50%    
              [Neuberger & Berman Growth     ]                                50%    
              [Neuberger & Berman Government Income    ]                       0%    
              [Neuberger & Berman Partners   ]                                 0%    
                                                                                    
              [Alger American Growth     ]                                     0%    
              [Alger American Leveraged All Cap   ]                            0%    
              [Alger American Small Capital  ]                                 0%    
              [Alger American MidCap Growth       ]                            0%    
                                                                                    
              [Fidelity Asset Manager    ]                                     0%    
              [Fidelity Growth       ]                                         0%    
              [Fidelity Overseas       ]                                       0%    
              [Fidelity Money Market     ]                                     0%    
              [Fidelity Index 500      ]                                       0%    
                                                                                    
              [INVESCO Total Return          ]                                 0%    
              [INVESCO Industrial Income          ]                            0%    
              [INVESCO High Yield            ]                                 0%    
              [INVESCO Utilities         ]                                     0%    
                                                                                    
              [Van Eck Worldwide Balanced          ]                           0%    
              [Van Eck Gold and Natural Resources      ]                       0%    
                                                                                    
               Guaranteed Interest Division                                    0%     
 
</TABLE> 

If you elect to invest in a particular Division, at least 1% of your Net Premium
must be allocated to that Division provided that the minimum allocation to each
Division selected is at least $100.  All percentage allocations must be in whole
numbers.


Form 1195 (VUL) - 5/97
Page 5B
<PAGE>
 
                             SCHEDULE (Continued)

EXPENSE CHARGES

     PREMIUM EXPENSE CHARGES (As a Percent of all Premiums):
          Sales Load:

<TABLE> 
<CAPTION> 
                             PREMIUM PAID          PREMIUMS IN
                             UP TO TARGET       EXCESS OF TARGET
       <S>                   <C>                <C>  
       YEARS  1-5                8%                    3%
       YEARS  6+                 3%                    3%
</TABLE> 
 
     STATE AND LOCAL TAXES:                         [2.5%]
     FEDERAL DEFERRED ACQUISITION COST CHARGE:      [1.5%]


     We reserve the right to increase or decrease the Premium Expense Charges
     for taxes due to any change in tax law.  We further reserve the right to
     increase or decrease the Premium Expense Charges for Federal deferred
     acquisition costs due to any change in the cost to us.

     MONTHLY EXPENSE CHARGES:

         $15.00     per Policy month for the first 60 months
         $ 5.00     per Policy month thereafter; plus

         $.0125     per thousand of Stated Death Benefit (or Target Death
                    Benefit, if greater), all years. The per thousand charge is
                    limited to $15.00 per Policy month.

ANNUAL MORTALITY AND EXPENSE RISK CHARGE  (Based on the percentage of assets in
each Variable Account Division)

     Mortality And Expense Risk Charge:  0.75%


Form 1195 (VUL) - MA - 5/97
Page 5C
<PAGE>
 
                             SCHEDULE (CONTINUED)

POLICYHOLDER TRANSACTION CHARGES

  Requests for Sales Illustrations:   $25          
        Premium Allocation Changes:   $25 for each change over 5 per Policy year
            Excess Transfer Charge:   See the Transfer Provisions section
    Partial Withdrawal Service Fee:   See below
 
POLICY LOANS
 
                           Policy Loan Interest Rate:     3.75% per year
  Guaranteed Interest Rate Credited to Loan Division:     3.00% per year
                                 Minimum Loan Amount:     $100       
                                 Maximum Loan Amount:     Refer to the Loan
                                                          Provisions section
 
PARTIAL WITHDRAWALS
 
       Minimum Partial Withdrawal Amount:   $100                          
       Maximum Partial Withdrawal Amount:   Amount which will leave $500 as 
                                            the Net Account Value
          Partial Withdrawal Service Fee:   The lesser of $25 or 2% of the 
                                            amount withdrawn
           Limit on Partial  Withdrawals:   One per Policy year

GUARANTEED INTEREST DIVISION

    Guaranteed Interest Rate For Guaranteed Interest Division:  3.00% per year

Form 1195 (VUL) -5/97
Page 5D
<PAGE>
 
                             SCHEDULE (CONTINUED)

                         DEFINITION OF LIFE INSURANCE
                             DEATH BENEFIT FACTORS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------- 
 ATTAINED   FACTOR  ATTAINED  FACTOR  ATTAINED  FACTOR  ATTAINED  FACTOR
   AGE                AGE               AGE               AGE
- ---------------------------------------------------------------------------
<S>         <C>     <C>       <C>     <C>       <C>     <C>       <C>
   0-40       2.50
- ---------------------------------------------------------------------------  

- ---------------------------------------------------------------------------  
    41        2.43        56    1.46        71    1.13        86    1.05
- ---------------------------------------------------------------------------   
    42        2.36        57    1.42        72    1.11        87    1.05
- ---------------------------------------------------------------------------  
    43        2.29        58    1.38        73    1.09        88    1.05
- ---------------------------------------------------------------------------  
    44        2.22        59    1.34        74    1.07        89    1.05
- ---------------------------------------------------------------------------  
    45        2.15
- ---------------------------------------------------------------------------  
                          60    1.30        75    1.05        90    1.05
- ---------------------------------------------------------------------------  
    46        2.09        61    1.28        76    1.05        91    1.04
- ---------------------------------------------------------------------------  
    47        2.03        62    1.26        77    1.05        92    1.03
- ---------------------------------------------------------------------------  
    48        1.97        63    1.24        78    1.05        93    1.02
- ---------------------------------------------------------------------------  
    49        1.91        64    1.22        79    1.05        94    1.01
- ---------------------------------------------------------------------------  
    50        1.85
- ---------------------------------------------------------------------------  
                          65    1.20        80    1.05        95    1.01
- ---------------------------------------------------------------------------  
    51        1.78        66    1.19        81    1.05        96    1.01
- ---------------------------------------------------------------------------  
    52        1.71        67    1.18        82    1.05        97    1.01
- ---------------------------------------------------------------------------  
    53        1.64        68    1.17        83    1.05        98    1.01
- ---------------------------------------------------------------------------  
    54        1.57        69    1.16        84    1.05        99    1.01
- ---------------------------------------------------------------------------  
    55        1.50        70    1.15        85    1.05       100    1.00
- ---------------------------------------------------------------------------

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

The Base Death Benefit at any time will be at least equal to your Account Value
multiplied by the appropriate factor from this table.

Form 1195 (VUL) -5/97
Page 5E 
<PAGE>
 
         TARGET DEATH BENEFIT SCHEDULE -TABLE OF TARGET DEATH BENEFITS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------- 
                                                                       TARGET                                TARGET     
          POLICY         TARGET DEATH      GUARANTEED     POLICY       DEATH        GUARANTEED    POLICY     DEATH       GUARANTEED 
           YEAR            BENEFIT*          RATES         YEAR        BENEFIT*       RATES       YEAR       BENEFIT*       RATES
- ----------------------------------------------------------------------------------------------------------------------------------- 
          <S>            <C>               <C>            <C>          <C>          <C>           <C>        <C>          <C>
             1               $0.00           0.00000         25         $0.00          0.00000      49        $0.00        0.00000
             2               $0.00           0.00000         26         $0.00          0.00000      50        $0.00        0.00000
             3               $0.00           0.00000         27         $0.00          0.00000      51        $0.00        0.00000
             4               $0.00           0.00000         28         $0.00          0.00000      52        $0.00        0.00000
             5               $0.00           0.00000         29         $0.00          0.00000      53        $0.00        0.00000
- ----------------------------------------------------------------------------------------------------------------------------------- 
             6               $0.00           0.00000         30         $0.00          0.00000      54        $0.00        0.00000
             7               $0.00           0.00000         31         $0.00          0.00000      55        $0.00        0.00000
             8               $0.00           0.00000         32         $0.00          0.00000      56        $0.00        0.00000
             9               $0.00           0.00000         33         $0.00          0.00000      57        $0.00        0.00000
            10               $0.00           0.00000         34         $0.00          0.00000      58        $0.00        0.00000
- ----------------------------------------------------------------------------------------------------------------------------------- 
            11               $0.00           0.00000         35         $0.00          0.00000      59        $0.00        0.00000
            12               $0.00           0.00000         36         $0.00          0.00000      60        $0.00        0.00000
            13               $0.00           0.00000         37         $0.00          0.00000      61        $0.00        0.00000
            14               $0.00           0.00000         38         $0.00          0.00000      62        $0.00        0.00000
            15               $0.00           0.00000         39         $0.00          0.00000      63        $0.00        0.00000
- ----------------------------------------------------------------------------------------------------------------------------------- 
            16               $0.00           0.00000         40         $0.00          0.00000      64        $0.00               
            17               $0.00           0.00000         41         $0.00          0.00000      65        $0.00               
            18               $0.00           0.00000         42         $0.00          0.00000      66        $0.00               
            19               $0.00           0.00000         43         $0.00          0.00000      67        $0.00               
            20               $0.00           0.00000         44         $0.00          0.00000      68        $0.00               
- ----------------------------------------------------------------------------------------------------------------------------------- 
            21               $0.00           0.00000         45         $0.00          0.00000      69        $0.00               
            22               $0.00           0.00000         46         $0.00          0.00000      70        $0.00               
            23               $0.00           0.00000         47         $0.00          0.00000      71        $0.00               
            24               $0.00           0.00000         48         $0.00          0.00000      72        $0.00               
- ----------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>

The Adjustable Term Insurance Rider Death Benefit is the difference between the
Target Death Benefit and the Base Death Benefit provided by the Policy.  In no
event will the Adjustable Term Insurance Rider Death Benefit be less than zero.
Refer to your Adjustable Term Insurance Rider for more information.

*The Target Death Benefit for the Policy under Death Benefit Option 2 equals the
Target Death Benefit shown above plus the Policy Value.

*The Target Death Benefit for the Policy under Death Benefit Option 3 equals the
Target Death Benefit shown above plus the total Premiums paid to date less total
partial withdrawals to date.

The guaranteed rates shown FOR THE ADJUSTABLE TERM INSURANCE RIDER are for a
standard rate class.  If the Adjustable Term Rider is based on a special rate
class (other than standard), the guaranteed rates will be adjusted using the
rating factor shown in the Schedule for the special class.  If the special rate
class is a stated percentage increase, the guaranteed rates will be determined
by multiplying the rates for a standard rate class shown above by the rating
factor shown in the Schedule.  If the special rate class is a flat amount per
$1,000, the guaranteed rates will be determined by adding the flat amount per
$1,000 shown in the Schedule to the rate per $1,000 for the standard rate class
shown above. The rates shown above are based on the 1980 Commissioners' Standard
Ordinary Mortality Table, age nearest birthday.

Form 1195 (VUL) -5/97
Page 5F
<PAGE>

                             SCHEDULE (CONTINUED) 

                           TABLE OF GUARANTEED RATES


             Guaranteed Maximum Cost of Insurance Rates Per $1000

                  (Basic Policy and Additional Insured Rider)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                           Monthly Cost                   Monthly Cost                   Monthly Cost                  Monthly Cost
       Attained            of Insurance     Attained      of Insurance     Attained      of Insurance     Attained     of Insurance
         Age                   Rate           Age             Rate           Age             Rate           Age            Rate
- ----------------------------------------------------------------------------------------------------------------------------------- 
       <S>                 <C>              <C>           <C>              <C>           <C>              <C>          <C>
             0                0.34900          26            0.12342          51            0.44693          76           5.59039 
- -----------------------------------------------------------------------------------------------------------------------------------
             1                0.08921          27            0.12175          52            0.48965          77           6.17549 
- -----------------------------------------------------------------------------------------------------------------------------------
             2                0.08254          28            0.12008          53            0.53742          78           6.78686 
- -----------------------------------------------------------------------------------------------------------------------------------
             3                0.08170          29            0.12008          54            0.59276          79           7.44038 
- -----------------------------------------------------------------------------------------------------------------------------------
             4                0.07920          30            0.12008          55            0.65401          80           8.16249 
- -----------------------------------------------------------------------------------------------------------------------------------
             5                0.07503          31            0.12258          56            0.72203          81           8.97320 
- -----------------------------------------------------------------------------------------------------------------------------------
             6                0.07169          32            0.12509          57            0.79429          82           9.89813 
- -----------------------------------------------------------------------------------------------------------------------------------
             7                0.06869          33            0.12926          58            0.87251          83          10.95204 
- -----------------------------------------------------------------------------------------------------------------------------------
             8                0.06338          34            0.13427          59            0.96090          84          12.11846 
- -----------------------------------------------------------------------------------------------------------------------------------
             9                0.06169          35            0.14094          60            1.05949          85          13.37460 
- -----------------------------------------------------------------------------------------------------------------------------------
            10                0.06085          36            0.14762          61            1.16916          86          14.69860 
- -----------------------------------------------------------------------------------------------------------------------------------
            11                0.06419          37            0.15680          62            1.29417          87          16.08129 
- -----------------------------------------------------------------------------------------------------------------------------------
            12                0.07086          38            0.16682          63            1.43714          88          17.49682 
- -----------------------------------------------------------------------------------------------------------------------------------
            13                0.08254          39            0.17851          64            1.59899          89          18.96601 
- -----------------------------------------------------------------------------------------------------------------------------------
            14                0.09588          40            0.19103          65            1.77812          90          20.51212 
- -----------------------------------------------------------------------------------------------------------------------------------
            15                0.10756          41            0.20607          66            1.97123          91          22.16549 
- -----------------------------------------------------------------------------------------------------------------------------------
            16                0.11924          42            0.22110          67            2.18097          92          23.98724 
- -----------------------------------------------------------------------------------------------------------------------------------
            17                0.12842          43            0.23865          68            2.40660          93          26.06643 
- -----------------------------------------------------------------------------------------------------------------------------------
            18                0.13343          44            0.25619          69            2.65338          94          28.78427 
- -----------------------------------------------------------------------------------------------------------------------------------
            19                0.13844          45            0.27709          70            2.93268          95          32.81758 
- -----------------------------------------------------------------------------------------------------------------------------------
            20                0.14011          46            0.29966          71            3.30181          96          39.64294 
- -----------------------------------------------------------------------------------------------------------------------------------
            21                0.13927          47            0.32391          72            3.61779          97          53.06605 
- -----------------------------------------------------------------------------------------------------------------------------------
            22                0.13677          48            0.34984          73            4.04199          98          83.33333 
- -----------------------------------------------------------------------------------------------------------------------------------
            23                0.13427          49            0.37912          74            4.52073          99          83.33333 
- -----------------------------------------------------------------------------------------------------------------------------------
            24                0.13093          50            0.41009          75            5.03724                              
- -----------------------------------------------------------------------------------------------------------------------------------
            25                0.12675                                                                                            
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The rates shown are for a standard rate class.  If the Policy is based on a
special rate class (other than standard), the maximum cost of insurance rates
will be adjusted using the rating factor shown in the Schedule for the special
class.  If the special rate class is a stated percentage increase, the maximum
cost of insurance rates will be determined by multiplying the rates for a
standard rate class shown above by the rating factor shown in the Schedule.  If
the special rate class is a flat amount per $1,000, the maximum cost of
insurance rates will be determined by adding the flat amount per $1,000 shown in
the Schedule to the rate per $1,000 for the standard rate class shown above.
The rates shown above are based on the 1980 Commissioners' Standard Ordinary
Mortality Table, age nearest birthday.

Form 1195 (VUL) -5/97
Page 5G
<PAGE>
 
                             SCHEDULE (CONTINUED)

If the Policy was issued with a Guaranteed Issue Premium Class, the maximum cost
of insurance rates will be adjusted by the factors shown on following table.


                       TABLE OF GUARANTEED ISSUE FACTORS


             Guaranteed Maximum Cost of Insurance Rates Per $1,000

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------- 
 Segment      Factor     Segment    Factor     Segment     Factor    
  Year                    Year                   Year                
- ---------------------------------------------------------------------------
 <S>          <C>        <C>        <C>        <C>         <C>
    1          1.35         6        1.35          11       1.20     
- ---------------------------------------------------------------------------
    2          1.35         7        1.35          12       1.15     
- ---------------------------------------------------------------------------
    3          1.35         8        1.35          13       1.10     
- ---------------------------------------------------------------------------
    4          1.35         9        1.30          14       1.05     
- ---------------------------------------------------------------------------
    5          1.35        10        1.25      15 & later   1.00      
- ---------------------------------------------------------------------------
</TABLE>

To determine the Guaranteed Maximum Cost of Insurance Rates per $1000 for a
Guaranteed Issue Premium class, the rates shown in the preceding Table of
Guaranteed Rates are multiplied by the appropriate factors in the table above.
There is a maximum rate for each Segment based on the Segment year.  The first
segment year begins on the effective date of the coverage segment and ends one
year later.  Each subsequent year begins at the end of the prior segment year.
The effective date for each coverage segment is shown on the Benefit Profile in
this Schedule.

Form 1195 (VUL) -5/97
Page 5H
<PAGE>
 
                              DEFINITION OF TERMS
 
ACCOUNT VALUE - The sum of the amounts allocated to the Divisions of the
Variable Account and to the Guaranteed Interest Division, as well as any amount
set aside in the Loan Division to secure a Policy Loan.

ACCUMULATION UNIT VALUE - The value of the Accumulation Units of each Division
of the Variable Account.  The Accumulation Unit Value is determined as of each
Valuation Date.

BASE DEATH BENEFIT - Initially this is the Stated Death Benefit under the
Policy.  The Base Death Benefit may be greater than the Stated Death Benefit
depending on which death benefit option and which test for the Federal income
tax law definition of life insurance you choose.

CASH SURRENDER VALUE - The amount of your Account Value plus any refund of sales
charges due.

CUSTOMER SERVICE CENTER - Our administrative office at [P.O. Box 173763, Denver,
CO  80217-3763].

DIVISION(S) OF THE VARIABLE ACCOUNT - The investment options available, each of
which invests in shares of one of the Portfolios.

GENERAL ACCOUNT - The account which contains all of our assets other than those
held in the Variable Account or our other separate accounts.

GENERAL INTEREST DIVISION - Part of our General Account to which a portion of
the Account Value may be allocated and which provides guarantees of principal
and interest.

INVESTMENT DATE - The date on which the initial Net Premium we receive will be
allocated to your Policy.  We will not allocate funds to your Policy until we
receive at least one quarter of the Minimum Annual Premium as shown in the
Schedule attached to your Policy and we have approved your Policy for issue.

LOAN DIVISION - Part of our General Account in which funds are set aside to
secure any outstanding Policy Loan and accrued loan interest when due.

MATURITY DATE - The date the Policy matures.  This is the Policy anniversary on
which the Insured's Age is 100.

MONTHLY PROCESSING DATE - The date each month on which the monthly deductions
from the Account Value are due.  The first Monthly Processing Date will be the
Policy Date or the Investment Date, if later.  Subsequent Monthly Processing
Dates will be the same date as the Policy Date each month thereafter unless this
is not  a Valuation Date, in which case the Monthly Processing Date occurs on
the next Valuation Date.

NET ACCOUNT VALUE - The amount of the Account Value minus any Policy Loan and
accrued loan interest.

NET CASH SURRENDER VALUE - The amount of the Cash Surrender Value minus any
Policy Loan and accrued loan interest.

NET PREMIUM - Premium amounts paid less the sales and tax charges.  These
charges are deducted from the premiums before the premium is applied to your
Account Value.

PARTIAL WITHDRAWAL - The withdrawal of a portion of your Net Account Value from
the Policy.  The Partial Withdrawal may reduce the amount of Death Proceeds in
force.

PLANNED PREMIUM - The premium amount which you specify on the application as the
amount you intend to pay at periodoc intervals over a specified period of time. 
We will send you premium reminder notices for the amount of the Planned Premium
on a quarterly, semiannual, or annual basis, as you determine; you need not pay 
the Planned Premium, and you may change it at any time. Also, within limits, you
may pay less or more than the Planned Premium.

POLICY LOAN - The sum of amounts you have borrowed from your Policy, increased
by any Policy Loan interest capitalized when due, and reduced by any Policy Loan
repayments.

RIGHT TO EXAMINE POLICY PERIOD - The period of time within which the Owner may
examine the Policy and return it for a refund.

STATED DEATH BENEFIT - The initial amount of Base Death Benefit under the
Policy.  The Stated Death Benefit amount will not vary unless you change it.

VALUATION PERIOD - The period which begins at 4:00 p.m. Eastern Time on
Valuation Date and ends at 4:00 p.m. Eastern Time on the next succeeding
Valuation Date.
 
Form 1195 (VUL) - MA - 5/97
Page 6 
 
<PAGE>
 
                         INSURANCE COVERAGE PROVISIONS

INITIAL PREMIUM ALLOCATION

We will not allocate funds to your Policy until we receive at least one quarter
of the Minimum Annual Premium.  The Minimum Annual Premium is listed in the
Schedule.  The Valuation Date on which we receive this amount and have approved
your Policy for issue is the Investment Date.  As of the Investment Date, the
amount you have asked to be invested in the Divisions of the Variable Account
will be allocated to the [Fidelity Investments Money Market Division].  Any
amount you have designated for allocation to the Guaranteed Interest Division
will be allocated to that Division. The amount allocated to the [Fidelity
Investments Money Market Division] will remain there until the end of the Right
to Examine Policy Period, at which time the balance will be transferred to the
other Divisions of the Variable Account according to the allocations shown in
the Schedule.

VALUATION DATE

A Valuation Date is any day:
     a)   The New York Stock Exchange ("NYSE") is open for trading and on which
          Security Life's Customer Service Center is open for business; or
     b)   As may be required by law.

VALUATION PERIOD

A Valuation Period begins at 4 p.m. Eastern time on a Valuation Date and ends at
4 p.m. Eastern time on the next succeeding Valuation Date.

All Policy processing for a Valuation Period takes place as of the end of the
Valuation Period.

EFFECTIVE DATE OF COVERAGE

The Policy date shown in the Schedule is the Effective Date for all coverage
provided in the original application.  The Effective Date is subject to the
payment of at least one quarter of the Minimum Annual Premium and the acceptance
of the Policy by you during the continued insurability of all persons insured by
this Policy and any riders attached.  The Policy date is the date from which we
measure Policy years and determine the Monthly Processing Date.  The first
Monthly Processing Date is the Investment Date.  Future Monthly Processing Dates
are the same calendar day of each month as the Policy date unless this is not a
Valuation Date in which case the Monthly Processing Date occurs on the next
Valuation Date.  A Policy anniversary occurs each year on the same month and day
as the Policy date unless this is not a Valuation Date in which case the Policy
anniversary occurs on the next Valuation Date.  If the Policy date is February
29th, the Policy anniversary will be February 28th in years in which there is
not a February 29th.  The Effective Date for increases and additional benefits
is shown in the Schedule.

Form 1195 (VUL) -5/97
Page 7

<PAGE>
 
PAYOUT OF PROCEEDS
The Payout of Proceeds is the amount we will pay:

     a)   as of the Maturity Date,
     b)   upon surrender of the Policy before the Maturity Date, or
     c)   upon the death of the Insured before the Maturity Date.

The Payout of Proceeds as of the Maturity Date will be your Net Account Value.
The Payout of Proceeds upon surrender of this Policy prior to the Maturity Date
will be the net Cash Surrender Value.  The Maturity Date is the Policy
anniversary on which the Insured's Age is 100.  The Insured's Age is the Age
listed in the Schedule increased by the number of completed Policy years  since
the Policy date.  The Payout of Proceeds upon the death of the Insured will be
the Base Death Benefit; plus any amounts payable from any additional benefits
provided by rider; minus any outstanding Policy Loan including accrued but
unpaid interest; minus any unpaid monthly deductions incurred prior to the date
of death.

We will determine the amount of proceeds payable upon the death of the Insured
when we have received due proof of death and any other information which is
necessary to process the claim.  Any proceeds we pay are subject to adjustments
as provided in the Misstatement of Age or Sex, Suicide Exclusion and
Incontestability provisions.

We will pay Proceeds in one sum unless you request an alternate form of payment.
There are many possible methods of payment.  The available Payout Options are
described in the Payouts Other Than As One Sum provision.  Contact us or your
agent for additional information.  Interest will be paid on the one sum death
Proceeds from the date we determine the death Proceeds to the date of payment,
or until a Payout Option is selected.  Interest will be at the rate we declare,
or at any higher rate required by law.

BASE DEATH BENEFIT

The total Stated Death Benefit is the sum of the Stated Death Benefit for all
coverage segments.  The Stated Death Benefit for each coverage segment and the
death benefit option are shown in the Schedule.  The Base Death Benefit is
determined by the death benefit option which you select as follows:

Option 1      The Base Death Benefit equals the total Stated Death Benefit.
Option 2      The Base Death Benefit equals the total Stated Death Benefit, plus
              your Account Value.
Option 3      The Base Death Benefit equals the total Stated Death Benefit, plus
              the sum of Premiums paid minus Partial Withdrawals taken.

The Base Death Benefit at any time will be at least equal to your Account Value
multiplied by the appropriate factor from the Definition of Life Insurance
Factors table as shown in the Schedule.

This Policy is designed to qualify as a life insurance contract under the
Internal Revenue Code.  All terms and provisions of the Policy shall be
construed in a manner consistent with that design.  The amount of insurance in
force at any time shall not be less than the amount of insurance necessary to
achieve such qualification under the applicable provisions of the Internal
Revenue Code in existence at the time the Policy is issued.  We reserve the
right to amend the Policy or adjust the amount of insurance when required.  We
will send you a copy of any Policy amendment.

Form 1195 (VUL) -5/97
Page 8
<PAGE>
 
CHANGE IN REQUESTED INSURANCE COVERAGE

At least 30 days prior to a Policy Anniversary, you may request that the
insurance coverage be increased or decreased.  You may not increase coverage
after the Insured is Age 86.  You may change the coverage only once each Policy
year on the Policy anniversary.  The change in coverage may not be for an amount
less than $1,000.  The Effective Date of the change will be the Policy
anniversary next following the date the written application is approved by us.
After any change to the Stated Death Benefit, you will receive a new Schedule
which will include the Stated Death Benefit, the benefit under any riders, if
applicable, the Guaranteed Cost of Insurance rates, the Guideline Annual
Premium, and the new Target Premium.

REQUESTED INCREASES IN COVERAGE

At least 30 days prior to a Policy anniversary, you may request an increase in
the Stated Death Benefit.  An increase will become effective as of the Policy
anniversary after we have approved your application for increase.  You must
provide evidence satisfactory to us that the Insured is insurable according to
our normal rules of underwriting for this type of Policy.  This evidence will
include an application and may include required medical information.  An
increase will consist of a new coverage segment of Stated Death Benefit subject
to our limits.

You will have the right to cancel an increase in the death benefit within the
later of:
     a)   45 days after you sign the application for the increase,
     b)   20 days after you have received the new Schedule, or
     c)   10 days after we mail you the Notice of Withdrawal Right.

The new Schedule will be deemed to have been received by you 15 days after it is
mailed from our Customer Service Center. You may cancel an increase by sending
notice in a form acceptable to us to our Customer Service Center. During this
period, we will allocate the Premiums you pay related to the increase to the
[Fidelity Investments Money Market Division] of the Variable Account. At the end
of this period, the amount of the Premium remaining in the [Fidelity Investments
Money Market Division] will be transferred to the Division of the Variable
Account according to your most recent written allocation instruction. If you
cancel an increase we will refund to you any charges attributable to the
increase.

An increase in the Stated Death Benefit will result in a new Sales Load.
Premium allocated to an increase in coverage will be subject to a new Sales
Load.

REQUESTED DECREASES IN COVERAGE

At least 30 days prior to a Policy anniversary, you may request a decrease in
the Stated Death Benefit.  A decrease will be effective as of the Policy
anniversary.  You may decrease the Stated Death Benefit if the Effective Date of
the decrease will occur after the later of 2 years from the Policy date or 2
years after the most recent one was made.  A requested decrease will first
reduce Adjustable Term Insurance Rider coverage segments, if any are attached to
your Policy, beginning with the most recently added, and will then reduce each
of the Stated Death Benefit segments in the same proportion as the total Stated
Death Benefit is reduced.

The sum of the Stated Death Benefit for all coverage segments after any change
may not be less than the minimum Stated Death Benefit shown in the Schedule.


Form 1195 (VUL) - 5/97
Page 9
<PAGE>
 
DEATH BENEFIT OPTION CHANGES

At least 30 days prior to a Policy anniversary, you may request a change to the
death benefit option.  This change will be effective as of the Policy
anniversary.  A death benefit option change applies to the entire Stated Death
Benefit.  For us to approve a change to the death benefit option from Option 1
to Option 2, or from Option 1 to Option 3, you must submit evidence to us that
the Insured is insurable according to our normal rules of underwriting for that
class of policy.  We may not allow any change if it would reduce the Stated
Death Benefit below the minimum we require to issue this Policy at the time of
reduction.  After the Effective Date of the change, the Stated Death Benefit
will be changed according to the following table:

          OPTION CHANGE
           FROM          TO        STATED DEATH BENEFIT FOLLOWING CHANGE EQUALS:
 
          Option 1    Option 2     Stated Death Benefit prior to such change
                                   minus your Account Value as of the Effective
                                   Date of the change.
          Option 2    Option 1     Stated Death Benefit prior to such change
                                   plus your Account Value as of the Effective
                                   Date of the change.
          Option 1    Option 3     Stated Death Benefit prior to such change
                                   minus the sum of the Premiums paid minus
                                   Partial Withdrawals taken as of the Effective
                                   Date of the change.
          Option 3    Option 1     Stated Death Benefit prior to such change
                                   plus the sum of the Premiums paid minus
                                   Partial Withdrawals taken as of the Effective
                                   Date of the change.
          Option 2    Option 3     Stated Death Benefit prior to such change
                                   plus i) your Account Value as of the
                                   Effective Date of the change, minus ii) the
                                   sum of the Premiums paid minus Partial
                                   Withdrawals taken as of the Effective Date of
                                   the change.
          Option 3    Option 2     Stated Death Benefit prior to such change
                                   plus i) the sum of the Premiums paid minus
                                   Partial Withdrawals taken as of the Effective
                                   Date of the change, minus ii) your Account
                                   Value as of the Effective Date of the change.

For purposes of death benefit option changes, your Account Value will be
allocated to each coverage segment in the same proportion that the Stated Death
Benefit of that segment bears to the sum of all Stated Death Benefit segments as
of the Effective Date of change.

                              PREMIUM PROVISIONS

PLANNED PREMIUMS

The Planned Premium as shown in the Schedule may be paid while this Policy is in
force during the Insured's lifetime. You may increase or decrease the amount of
the Planned Premium, subject to limits we may set and provisions in the Premium
Limitation Section. Under conditions provided in the Grace Period provision and
the Three Year Continuation Period, you may be required to make Premium payments
to keep the Policy in force.


Form 1195 (VUL) - MA - 5/97
Page 10
<PAGE>
 
We will send reminder notices to you for the Planned Premium amount and
frequency that you have selected.  You may select to receive notices either
annually, semiannually or quarterly.  You may also arrange for payments of
Premiums on a monthly basis through an authorized special payment facility.  All
payment modes are subject to our minimum requirements for the payment mode
selected.

UNPLANNED PREMIUMS

You may make unplanned Premium payments at any time the Policy is in force
during the Insured's lifetime, subject to the Premium Limitation section.  The
unplanned Premium payment must be at least $100.  We may change this minimum
if we give you 90 days written notice.  Unless you tell us otherwise, these
Premium payments will first be applied to reduce or pay off any existing Policy
Loan and, as such, Premium Expense Charges will not be deducted.  We may limit
the amount of such unplanned Premium payments if the payment would result in
an increase in the Base Death Benefit.  If the net amount at risk is increased
as a result of an unplanned Premium, we will require evidence of insurability
satisfactory to us that the Insured is insurable according to our normal rules
of underwriting for this type of Policy.  The net amount at risk is the
difference between the Base Death Benefit and your Account Value.

PREMIUM LIMITATION

If the Definition of Life Insurance test used for your Policy is the Guideline
Premium Test, we will not accept any Premium that causes your Policy not to
qualify as a life insurance policy under the Internal Revenue Code.

PREMIUM ALLOCATION

During the Right to Examine Policy Period, the portion of your Net Premium which
you have elected to invest in a Division of the Variable Account will be
invested in the [Fidelity Investments Money Market Division].  After the Right
to Examine Policy Period, the balance of your funds in the [Fidelity Investments
Money Market Division] will be reallocated as you directed in your Premium
allocation shown in the Schedule.

After the Right to Examine Policy Period, each Net Premium will be allocated to
the Divisions of the Variable Account and the Guaranteed Interest Division as
you directed in the application or as otherwise requested.  You may change the
allocation for subsequent Premiums by sending us written notice at our Customer
Service Center.  If you change your Premium allocation more than 5 times per
Policy year, we will deduct a charge from the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value of each Division bears to your Net Account Value.  The amount of this
charge is shown in the Schedule.  Premium allocation percentages may be in any
whole number from 1% to 100% provided that at least $100 is allocated to each
Division selected.

                          VARIABLE ACCOUNT PROVISION

THE VARIABLE ACCOUNT

The Variable Account is an account established by us, pursuant to the laws of
the State of Colorado, to separate the assets funding the benefits for the class
of policies to which this Policy belongs from the other assets of Security Life
of Denver Insurance Company.

The Variable Account is registered as a unit investment trust under the
Investment Company Act of 1940.  All income, gains and losses, whether or not
realized, from assets allocated to the Variable Account are credited to or
charged against the Variable Account without regard to income, gains 


Form 1195 (VUL) - MA - 5/97
Page 11
<PAGE>
 
or losses of our General Account. The assets of the Variable Account are our
property but are separate from our General Account and our other Variable
Accounts. That portion of the assets of the Variable Account which is equal to
the reserves and other Policy liabilities with respect to the 

VARIABLE ACCOUNT DIVISIONS

The Variable Account is divided into Divisions, each of which invests in a
series fund Portfolio designed to meet the objectives of the Division.  The
current eligible Divisions are shown in the Schedule.  We may, from time to
time, add additional Divisions.  If we do, you may be permitted to select from
these other Divisions subject to the terms and conditions we may impose on those
allocations.

We reserve the right to limit the number of Divisions in which you may invest.

CHANGES WITHIN THE VARIABLE ACCOUNT

When permitted by law, and subject to any required notice to you and approval of
the Securities and Exchange Commission ("SEC"), state regulatory authorities or
Policy Owners, we may from time to time make the following changes to the
Variable Account:

     .    Make additional Divisions available. These Divisions will invest in
          investment Portfolios we find suitable for the Policy.

     .    Eliminate Divisions from the Variable Account, combine 2 or more
          Divisions, or substitute a new Portfolio for the Portfolio in which a
          Division invests. A substitution may become necessary if, in our
          judgment, a Portfolio no longer suits the purposes of the Policy. This
          may happen due to a change in laws or regulations, or a change in a
          Portfolio's investment objectives or restrictions. This may also
          happen if the Portfolio is no longer available for investment, or for
          some other reason, such as a declining asset base.

     .    Transfer assets of the Variable Account, which we determine to be
          associated with the class of policies to which your Policy belongs, to
          another Variable Account.

     .    Withdraw the Variable Account from registration under the Investment
          Company Act of 1940.

     .    Operate the Variable Account as a management investment company under
          the Investment Company Act of 1940.

     .    Cause one or more Divisions to invest in a mutual fund other than or
          in addition to the Portfolios.

     .    Discontinue the Sale of Policies and certificates.

     .    Terminate any employer or plan trustee agreement with us pursuant to
          its terms.

     .    Restrict or eliminate any voting rights as to the Variable Account.

     .    Make any changes required by the Investment Company Act of 1940 or the
          rules or regulations thereunder.


Form 1195 (VUL) - 5/97
Page 12
<PAGE>
 
No such changes will be made without any necessary approval of the SEC and 
applicable state insurance departments. Owners will be notified of any changes. 
If you then wish to transfer the amount you have in that Division to another 
Division of the Variable Account or to the Guaranteed Interest Division, you may
do so without charge by notifying us. At the same time you may also change how 
your Net Premiums and deductions are allocated.

                          GENERAL ACCOUNT PROVISIONS

THE GENERAL ACCOUNT

The General Account holds all of our assets other than those held in the
Variable Account or our other separate accounts.  The Guaranteed Interest
Division is a part of our General Account.

GUARANTEED INTEREST DIVISION

The Guaranteed Interest Division is another Division to which you may allocate
Premiums or make transfers.  The Account Value of the Guaranteed Interest
Division is equal to the Net Premium allocated to this Division plus any earned
interest minus deductions taken from this Division.  Interest is credited at the
guaranteed rate shown in the schedule or may be credited at a higher rate.  Any
higher rate is guaranteed to be in effect for at least 12 months.

LOAN DIVISION

The Loan Division is the account which is set aside to secure the Policy Loan,
if any.  See the Loan Provision section for information

                              TRANSFER PROVISIONS

After the Right to Examine Policy Period, your Account Value in each Division
may be transferred to any other Division of the Variable Account upon written
request.  Transfers from the Guaranteed Interest Division are subject to the
limitations as described in the Guaranteed Interest Division provision.  The
number of free transfers permitted in any one Policy year without an Excess
Transfer Charge, the total number of transfers permitted and the Excess Transfer
Charge are shown in the table below.  Any transfers made due to the operation of
the Automatic Rebalancing Feature or Dollar Cost Averaging will not count toward
the transfers allowed free of charge.  The minimum amount that may be
transferred from each Division is the lesser of $100 or the balance of a
Division.

The following table summarizes the number of transfers available and the
associated charges during any Policy year.

<TABLE>
          -----------------------------------------------------------------------------------------------------
               <S>                                          <C> 
               Free Transfers                               12
          ----------------------------------------------------------------------------------------------------- 
               Total Number of Transfers Permitted          Unlimited
          -----------------------------------------------------------------------------------------------------
               Excess Transfer Charge                       $25 for each transfer in excess of 12 during 
                                                            any Policy year.
          -----------------------------------------------------------------------------------------------------
</TABLE>

Form 1195 (VUL) - MA - 5/97
Page 13
<PAGE>
 
TRANSFERS TO OR FROM THE GUARANTEED INTEREST DIVISION

Once during the first 30 days of each Policy year, you may transfer amounts from
the Guaranteed Interest Division.  Transfer requests received within 30 days
prior to the Policy anniversary will be deemed to occur as of the Policy
anniversary.  Transfer requests received on the Policy anniversary or within the
following 30 days will be processed; transfer requests received at any other
time will not be processed.  Transfers of your Account Value to the Guaranteed
Interest Division are not limited to this 30-day period.

The maximum transfer amount from the Guaranteed Interest Division in any Policy
year is the greatest of:

     a)   25% of your Account Value in the Guaranteed Interest Division at the
          time of the first transfer or withdrawal in a Policy year;
     b)   The minimum transfer amount; or
     c)   The sum of the amounts transferred and withdrawn from the Guaranteed
          Interest Division in the prior Policy year.

     For purposes of calculating the maximum transfer from the Guaranteed
     Interest Division, all Partial Withdrawals and transfers from the
     guaranteed Interest Division in a Policy year are summed.

EXCESS TRANSFER CHARGE

If you exceed the number of free transfers allowed, you will be assessed an
Excess Transfer Charge.  This charge will be deducted from each of the Divisions
in which you are invested in the same proportion that the amount of Account
Value in that Division bears to the Net Account Value immediately after the
transfer.

DOLLAR COST AVERAGING

If you have at least $10,000 of Account Value in either the [Fidelity
Investments Money Market Division] or the Neuberger & Berman Limited Maturity
Bond Division, you may choose to transfer a specified dollar amount each month
from one of these Divisions to other Divisions of the Variable Account. Dollar
Cost Averaging transfers may not be made to the Guaranteed Interest Division.

The minimum amount that you may elect to transfer each month is $100.  The
maximum amount that you may transfer is equal to your Account Value in the
Division from which the transfer is taken when the election is made, divided by
12.

Dollar Cost Averaging may be elected to end on a specified date or when a
specific balance remains in the [Fidelity Investments Money Market Division] or
the Neuberger & Berman Limited Maturity Bond Division.

Percentage allocations of the transfer amount must be designated as whole number
percentages; no specific dollar designation may be made to the Divisions of the
Variable Account.  If you elect to transfer to a particular Division, the
minimum percentage that may be transferred to that Division is 1% of the total
amount transferred provided that the minimum allocation is at least $100.  The
transfer date will be the same calendar day each month as the Monthly Processing
Date.  If this calendar day is not a Valuation Date, the next Valuation Date
will be used.  If, on any transfer date, your Account Value in the chosen
Division is equal to or less than the amount you have elected to have
transferred, the entire amount will be transferred, and this option will end.
Dollar Cost Averaging may not begin until the Monthly Processing Date following
the end of the Right to Examine Policy Period.


Form 1195 (VUL) - 5/97
Page 14
<PAGE>
 
You may change the transfer amount or the Divisions to which transfers are to be
made once each Policy year.  You may cancel this election by sending us written
notice at our Customer Service Center at least 7 days before the next transfer
date.  Any transfer under this option will not be included for purposes of the
Excess Transfer Charge.

If you elect both Dollar Cost Averaging and Automatic Rebalancing, Dollar Cost
Averaging will occur first.  On the first Valuation Date of the next calendar
quarter after Dollar Cost Averaging has terminated, Automatic Rebalancing will
begin.

AUTOMATIC REBALANCING

Automatic Rebalancing allows you to match your Account Value in each Division to
your allocation percentage for new Premiums.  Automatic Rebalancing can be
elected in your application or by completing the Automatic Rebalancing form and
returning it to our Customer Service Center.  As of the first Valuation Date of
each calendar quarter thereafter we will reallocate your Net Account Value so
that the amount in each Division matches your Premium allocation.  Automatic
Rebalancing may not begin until the monthly processing date following the end of
the Right to Examine Policy Period.

While this feature is in effect, we require that you allocate no more than 35%
of your Premiums to any one Division, and you must allocate your Premiums to at
least 5 Divisions.  If at any time during the operation of the Automatic
Rebalancing feature you request a change in Premium allocation which does not
meet these requirements, we will notify you that your allocation must be
changed.  We will not process such a request unless you also request that the
Automatic Rebalancing feature be discontinued.

When you request a change in Premium allocation that meets these requirements,
your Net Account Value will be reallocated as of the Valuation Date that we
receive your written allocation instructions.  Amounts will be transferred among
the Divisions to match the allocation for new Premiums.

During the operation of Automatic Rebalancing, you may not change your
allocation percentage to the Guaranteed Interest Division by more than 25% of
the percentage previously allocated to the Guaranteed Interest Division.

If you change your Premium allocation more than five times per Policy year,
there will be a $25 charge taken from your Account Value.  This charge will be
deducted from each of the Divisions of the Variable Account and the Guaranteed
Interest Division in the same proportion that your Account Value of each
Division bears to your Net Account Value as of the Valuation Date the allocation
change is effective.

Any transfer as a result of the operation of Automatic Rebalancing will not be
included in determining if the Excess Transfer Charge will apply.  You may not
transfer among Divisions while the Automatic Rebalancing feature is in effect.

If you elect both Dollar Cost Averaging and Automatic Rebalancing, Dollar Cost
Averaging will occur first.  On the first Valuation Date of the next calendar
quarter after Dollar Cost Averaging has terminated, Automatic Rebalancing will
begin

                           ACCOUNT VALUE PROVISIONS

The Account Value is the sum of the current amounts allocated to the Divisions
of the Divisions of the Variable Account and to the Guaranteed Interest Division
plus your balance in the loan Division.


Form 1195 (VUL) - 5/97
Page 15
<PAGE>
 
The Account Value is based on the amount and number of Premiums paid, Policy and
rider charges assessed, loans and withdrawals taken, monthly deductions, Premium
Expense Charges, transaction charges, and the investment experience or credited
interest of the Division to which your Account Value is allocated.

Your Net Account Value is equal to your Account Value minus any Policy Loan and
accrued but unpaid loan interest.

NET PREMIUM

The Net Premium equals the Premium paid minus the Premium Expense Charges for
taxes and the appropriate Sales Load shown in the Schedule.  Premiums allocated
to an increase in coverage will be subject to a new Sales Load.  Premiums are
allocated in the same proportion that the Guideline Annual Premium of each
segment bears to the sum of the Guideline Annual Premiums of all segments.  The
Guideline Annual Premium for each coverage segment is shown in the Schedule.

ACCOUNT VALUES ON THE INVESTMENT DATE

The Account Value of each Division of the Variable Account and the Guaranteed
Interest Division as of the Investment Date is equal to:

     a)   The allocation to that Division of the first Net Premium paid (as
          determined by you); minus
     b)   The portion of any monthly deductions due on the Investment Date
          allocated to that Division.

The Account Value of the Loan Division as of the Investment Date is equal to
zero.

ACCUMULATION UNIT VALUE

The investment experience of a Division of the Variable Account is determined as
of each Valuation Date.  We use an Accumulation Unit Value to measure the
experience of each of the Variable Account Divisions during a Valuation Period.
We set the accumulation Unit Value at $10 on the Valuation Date when the first
investments in each Division of the Variable Account are made.  The Accumulation
Unit Value for a Valuation Period equals the Accumulation Unit Value for the
preceding Valuation Period multiplied by the Accumulation Experience Factor for
the Valuation Period.

The number of units for a given transaction related to a Division of the
Variable Account as of a Valuation Date is determined by dividing the dollar
value of that transaction by that Division's Accumulation Unit Value for that
date.

ACCUMULATION EXPERIENCE FACTOR

For each Division of the Variable Account, the Accumulation Experience Factor
reflects the investment experience of the Portfolio in which that Division
invests and the charges assessed against that Division for a Valuation Period.
The Accumulation Experience Factor is calculated as follows:

     a)   The net asset value of the Portfolio in which that Division invests as
          of the end of the current Valuation Period; plus
     b)   The amount of any dividend or capital gains distribution declared and
          reinvested in the Portfolio in which that Division invests during the
          current Valuation Period; minus


Form 1195 (VUL) - 5/97
Page 16
<PAGE>
 
     c)   A charge for taxes, if any.
     d)   The result of (a), (b) and (c) divided by the net asset value of the
          Portfolio in which that Division invests as of the end of the
          preceding Valuation Period; minus
     e)   The daily equivalent of the Annual Mortality and Expense Risk Charge
          shown in the Schedule for each day in the current Valuation Period.

ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT

On subsequent Valuation Dates after the Investment Date, your Account Value of
each Division of the Variable Account is calculated as follows:

     a)   The number of Accumulation Units in that Division as of the beginning
          of the current Valuation Period multiplied by that Division's
          Accumulation Unit Value for the current Valuation Period; plus
     b)   Any additional Net Premiums allocated to that Division during the
          current Valuation Period; plus
     c)   Any Account Value transferred to or minus any Account Value
          transferred from the Variable Division during the current Valuation
          Period (including the applicable portion of any transfer fee); minus
     d)   Any Partial Withdrawals allocated to that Division and any applicable
          withdrawal service fees which are allocated to the Variable Division
          during the current Valuation Period; plus
     e)   Any amounts released from the Loan Division as a result of a loan or
          loan interest payment, or minus amounts transferred to the Loan
          Division as of a result of any loans which are allocated to the
          Variable Division during the current Valuation Period; minus
     f)   The portion of the monthly deduction allocated to the Variable
          Division, if a Monthly Processing Date occurs during the current
          Valuation Period.

ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION

On Valuation Dates after the Investment Date, your Account Value of the
Guaranteed Interest Division is calculated as follows:

     a)   The Account Value of the Guaranteed Interest Division at the end of
          the preceding Valuation Period plus interest at the declared rate
          credited during the current Valuation Period; plus
     b)   Any additional Net Premiums allocated to the Guaranteed Interest
          Division plus interest credited to these Premiums during the current
          Valuation Period; plus
     c)   Any account Value transferred to or minus any Account Value
          transferred from the Guaranteed Interest Division during the current
          Valuation Period (including the applicable portion of any transfer
          fee); minus
     d)   Any Partial Withdrawals taken and any applicable withdrawal service
          fees which are allocated to the Guaranteed Interest Division during
          the current Valuation Period; plus
     e)   Any amounts released from the Loan Division as a result of a loan or
          loan interest payment, or minus amounts transferred to the Loan
          division as of a result of any loans which are allocated to the
          Guaranteed Interest Division during the current Valuation Period;
          minus
     f)   The portion of the monthly deduction allocated to the Division, if a
          Monthly Processing Date occurs during the current Valuation Period.

ACCOUNT VALUE OF THE LOAN DIVISION

On Valuation Dates after the Investment Date, your Account Value of the Loan
Division is equal to:

     a)   The Account Value of the Loan Division on the prior Valuation Date;
          plus

Form 1195 (VUL) -5/97
Page 17
<PAGE>
 
     b)   Any interest credited to the Loan Division during the Valuation
          Period; plus
     c)   An amount equal to any additional loans since the prior Valuation
          Date; minus
     d)   Any loan repayments, including payment of loan interest in cash; plus
     e)   The amount of accrued loan interest if the Valuation Date is a Policy
          anniversary; minus
     f)   The amount of interest credited to the Loan Division during the year
          if the Valuation Date is a Policy anniversary.
On Policy anniversaries, any amount of interest credited to the Loan Division
during the year is transferred from the Loan Division to the Variable Account
and Guaranteed Interest Divisions in the same proportion that your Account Value
in each Variable Division and the Guaranteed Interest Division bears to your Net
Account Value as of the Policy anniversary.

                         MONTHLY DEDUCTION AND REFUND

MONTHLY DEDUCTION

The monthly deduction is equal to:

     a)   the cost of insurance charges for this Policy; plus
     b)   the monthly charges for any other additional benefits provided by
          rider; plus
     c)   the monthly expense charges shown in the Schedule.

The monthly deductions allocated to the Divisions of the Variable Account and
Guaranteed Interest Division in the same proportion that your Account Value in
the Division bears to your Net Account Value as of the Monthly Processing Date.
This deduction is taken from your Account Value as of the monthly Processing
Date.

COST OF INSURANCE

The cost of insurance is determined on a monthly basis for each coverage
segment.  Such cost is the monthly cost of insurance rate for the Insured's
Premium Class multiplied by the net amount at risk.  The net amount at risk is
(a) minus (b) where:

     a)   is the Base Death Benefit for all coverage segments as of the Monthly
          Processing date after the monthly deductions (other than cost of
          insurance charges for the Base Death Benefit, any Adjustable Term
          Insurance Rider and any Waiver of Monthly Deductions Rider), divided
          by 1 plus the monthly equivalent of the Guaranteed Interest Rate for
          the Guaranteed Interest Division as shown in the Schedule; and
     b)   is your Account Value as of the Monthly Processing Date after the
          monthly deductions (other than the cost of insurance for the Base
          Death Benefit, any Adjustable Term Insurance Rider and any Waiver of
          Monthly Deduction Rider).

The cost of insurance rates will be determined by us from time to time.  They
will be based on the sex and age as of the Effective Date of coverage, the
duration since the coverage began and the Premium Class.  Any change in rates
will apply to all individuals of the same Premium Class and whose policies have
been in effect for the same length of time.  The rates will never exceed those
rates shown in the Table of Guaranteed Rates in the Schedule as adjusted for any
special Premium Class.

Each time there is a new coverage segment of Stated Death Benefit due to a
requested increase, the net amount at risk will be allocated to each coverage
segment in the same proportion that the Stated Death Benefit of that segment
bears to the total Policy Stated Death Benefit.  Different 

Form 1195 (VUL) -5/97
Page 18
<PAGE>
 
rates will apply to each segment depending upon the Premium Class, the Age as of
the Effective Date of the increase and the duration since the Effective Date of
the increase.

PERSISTENCY REFUND

Each month your Policy or a coverage segment of Stated Death Benefit remains in
force after its tenth Policy anniversary, we will credit your Account Value with
a refund equivalent to 0.5% of your Account Value on an annual basis for that
segment (0.04167% monthly).  Your Account Value will be allocated to each
coverage segment based upon the number of completed Policy years the segment has
been in force and the size of the Guideline Annual Premium for the segment as
shown in the Schedule.

The persistency refund will be added to the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value in each Division bears to your Net Account Value as of the Monthly
Processing Date.

                                LOAN PROVISIONS

POLICY LOANS

You may obtain a Policy Loan after the first Policy anniversary.  The maximum
amount you may borrow at any time equals (a) minus (b) where (a) is equal to:
     1)   Account Value minus (12 times the current monthly deduction);
     2)   Multiplied by (1 + Policy Loan Interest Rate);
     3)   Divided by (1 + Guaranteed Interest Rate credited to Loan Division);
and where (b) is equal to any outstanding Policy Loan and accrued loan interest.
The Policy Loan is a first Lien on your Policy.  The minimum amount you may
borrow is shown in the Schedule.  The outstanding Policy Loan amount is equal to
the loan amount as of the beginning of the Policy year plus new loans and minus
loan repayments.

LOAN INTEREST

The annual Policy Loan interest rate is shown in the Schedule.  If a loan is
made, interest is due and payable at the end of the Policy year.  Thereafter,
interest on the loan amount is due annually at the end of each Policy year until
the loan is repaid.  If interest is not paid when due, it is added to the Policy
Loan.

If the Policy Loan amount plus any accrued interest equals or exceeds the
Account Value, a Premium sufficient to keep this Policy in force must be paid as
provided in the Grace Period provision.

LOAN DIVISION

When a Policy Loan is taken or when interest is not paid in cash when due, an
amount equal to the loan is transferred from the Divisions of the Variable
Account and the Guaranteed Interest Division to the Loan Division to secure the
loan.  This amount will be deducted from the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value in each Division bears to your Net Account Value as of the date the
transfer is effective.  Your Account Value in the Loan Division will be credited
with interest at the interest rate for the Loan Division shown in the Schedule.

Form 1195 (VUL) -5/97
Page 19
<PAGE>
 
When a loan repayment is made an amount equal to the repayment is transferred
from the Loan Division to the Guaranteed Interest Division and the Divisions of
the Variable Account in the same proportion as your current Premium allocation
unless you request a different allocation.

                         PARTIAL WITHDRAWAL PROVISIONS

You may apply for a Partial Withdrawal of your Account Value on any monthly
Processing Date after the first Policy anniversary by writing to us at our
Customer Service Center.  The minimum and maximum Partial Withdrawal amounts are
shown in the Schedule.  When a Partial Withdrawal is made, the amount of the
withdrawal plus a service fee is deducted from your Account Value.  The amount
of the service fee is shown in the Schedule.  We limit the number of Partial
Withdrawals in a Policy year and this number is shown in the Schedule.

The Stated Death Benefit is not reduced by a Partial Withdrawal taken when the
Base Death Benefit has been increased to qualify your Policy as life insurance
under the Federal income tax laws and the amount withdrawn is no greater than
that which reduces your Account Value to the level which no longer requires the
Base Death Benefit to be increased for Federal income tax law purposes.

For a Policy under an Option 1 death benefit, the Stated Death Benefit is not
reduced by a Partial Withdrawal in the circumstances described above.  In
addition, if no more than 16 years have elapsed since the Policy date and the
Insured is not yet Age 81, a Partial Withdrawal of an amount up to 10% of your
Account Value or, if greater, 5% of the Stated Death Benefit, calculated
immediately before the Partial Withdrawal is taken will not reduce the State
Death Benefit.  Any additional amount withdrawn reduces your Stated Death
Benefit by that additional amount.

For a Policy under an Option 2 death benefit, a Partial Withdrawal does not
reduce your Stated Death Benefit.  For a Policy under an Option 3 death benefit,
your Stated Death Benefit will be reduced by any amount of the Partial
Withdrawal in excess of Premiums paid to the date of the Partial Withdrawal.

Any reduction in death benefit or Account Value will occur as of the date the
Partial Withdrawal occurs.  No Partial Withdrawal will be allowed if the Stated
Death Benefit remaining in force after any such Partial Withdrawal would be
reduced below the minimum Stated Death Benefit shown in the Schedule.

For a Policy under an Option 2 or Option 3 death benefit, a Partial Withdrawal
reduces the Base Death Benefit by the amount of the withdrawal.  Under any death
benefit option, if the Base Death Benefit has been increased in order to qualify
your Policy as a life insurance contract under the Federal income tax laws, the
Partial Withdrawal reduces the Base Death Benefit by an amount greater than the
withdrawal.

You may specify how much of the withdrawal you wish taken from each Division of
the Variable Account or from the Guaranteed Interest Division.  You may not
withdraw from the Guaranteed Interest Division more than the total withdrawal
times the ratio of your Account Value in the Guaranteed Interest Division to
your Net Account Value immediately prior to the withdrawal.  Unless you indicate
otherwise, we will make the withdrawal from the amounts in the Guaranteed
Interest Division and the Divisions of the Variable Account in the same
proportion that your 

Form 1195 (VUL) -5/97
Page 20

<PAGE>
 
Account Value in each Division bears to your Net Account Value immediately prior
to the withdrawal. The withdrawal service fee is deducted from each Variable
Division and the Guaranteed Interest Division in the same proportion that your
Account Value of each division bears to your Net Account Value immediately after
the withdrawal.

We may send you a new Schedule to reflect the effect of the withdrawal,
including any changes to the Stated Death Benefit.  We may ask you to return
your Policy to our Customer Service Center to make this change.  The withdrawal
and the reductions in death benefits will be effective as of the Valuation Date
after we received your request.

                              SURRENDER PROVISIONS

SURRENDER VALUE

The net Cash Surrender Value on any date will be your Account Value plus any
refund of sales charges due and minus any Policy Loan including accrued but
unpaid loan interest.

BASIS OF COMPUTATIONS

The surrender values and reserves under the Policy are not less than the minimum
required on the policy date by the state in which your Policy was delivered. A
detailed statement of the method of computation of policy values under the
Policy has been filed with the insurance department of the state in which the
Policy has been delivered. Surrender values are not less than those required by
the Standard Nonforfeiture Law using interest of 3% per year. The 1980
Commissioners' Standard Ordinary Nonsmoker Mortality Table will be used for
insureds classified as nonsmokers on an age nearest birthday basis; and the 1980
Commissioners' Standard Ordinary Smoker Mortality Table will be used for
insureds classified as smokers on an age nearest birthday basis. The above
mortality rates will be adjusted for insureds in a special rate class.

FULL SURRENDERS

You may surrender your Policy after the Right to Examine Period or at any time
during the lifetime of the Insured and receive the net Cash Surrender Value.  We
will compute the net Cash Surrender Value as of the next Valuation Date after we
receive both your request and the Policy at our Customer Service Center.  This
Policy will be canceled as of the date we receive your request, and there will
be no further benefits under this Policy.

If you surrender your Policy within the first two Policy years but after the
Right to Examine Policy Period has ended, the net Cash Surrender Value will
include a refund of a portion of the sales charges which were previously
deducted from your premiums paid.  In the first Policy year, the refund is equal
to 5% of the premium paid up to the Target Premium.  In the second year, the
refund is equal to 2.5% of the premium paid in the first Policy year, up to the
Target Premium.

             GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS

GRACE PERIOD

If the following three conditions occur on a Monthly Processing Date, the Policy
will enter into the 61 day Grace Period:

Form 1195 (VUL) - MA - 5/97
Page 21
<PAGE>
 
     a)   The Net Account Value is zero or less; and
     b)   The three year continuation period described below has expired or the
          required Premium for the three year continuation period has not been
          paid.

We will give you a 61 day Grace Period from this Monthly Processing Date to make
the required Premium payment.  The required Premium payment then due must be
paid to keep the Policy in force.  If this amount is not received in full by the
end of the Grace Period, the Policy will lapse without value.  The required
Premium payment will be equal to past due charges plus an amount we expect to be
sufficient to keep the Policy and any riders in force for 2 months following the
receipt of the required Premium payment.  If we receive at least the required
Premium payment during the Grace Period we will make deductions from the Net
Premium payment for the past due amounts and apply any re  remaining amount as
Premium to the Policy.

Notice of the amount of the required Premium payment will be mailed to you or
any assignee at the last known address at least 30 days before the end of the
Grace Period.  If the Insured dies during the Grace Period, we will deduct any
overdue monthly deductions from the death Proceeds of the Policy.

THREE YEAR CONTINUATION PERIOD

During the first 3 Policy years, if at all times the sum of your Premiums paid
minus the sum of your Partial Withdrawals, Policy Loans taken and accrued but
unpaid interest, is greater than or equal to:  one-twelfth of the minimum Annual
Premium multiplied by the number of complete months your Policy has been in
force, your Policy will remain in force regardless of the Net Account Value.
The Minimum Annual Premium is shown in the Schedule.  If you increase the Stated
Death Benefit during the first 3 Policy years, the new Schedule will show a
revised Minimum Annual Premium which will be used for future tests to determine
if your Policy will remain in force under this provision.

TERMINATION

All coverage provided by this Policy will end as of the earliest of:

     a)   The date the Policy is surrendered;
     b)   The date of death of the Insured;
     c)   The Maturity Date of the Policy; or
     d)   The date the Grace Period ends without payment of the required
          Premium.

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<PAGE>
 
REINSTATEMENT

The Policy may be reinstated within five years after the beginning of the Grace
Period.  The reinstatement will be effective as of the Monthly Processing Date
on or next following the date we approve your written application.

We will reinstate the Policy and any riders if the following conditions are met:

     a)   You have not surrendered the Policy for its net Cash Surrender Value;
     b)   You submit evidence satisfactory to us that the Insured and those
          insured under any riders are still insurable according to our normal
          rules of underwriting for this type of Policy; and
     c)   We receive payment of the amount of Premium sufficient to keep the
          Policy and any riders in force from the beginning of the Grace Period
          to the end of the expired Grace Period and for 2 months after the date
          of reinstatement. We will let you know, at the time you request
          reinstatement, the amount of Premium needed for this purpose.

We will reinstate any Policy Loan, with accrued loan interest to the end of the
Grace Period, which existed when coverage ended.

Upon reinstatement, the Net Premium received minus past due amounts will be
allocated to the Divisions of the Variable Account and the Guaranteed Interest
Division according to the Premium allocation percentages in effect at the start
of the Grace Period or as directed by you in writing at the time of
reinstatement.

DEFERRAL OF PAYMENT

Requests for transfers, withdrawals, payment of proceeds on the Maturity Date or
a full surrender will be processed within 7 days of receipt of the request in a
form acceptable to us.  However, we may postpone the processing of any such
Variable Account transactions for any of the following reasons:

     a)   The NYSE is closed, other than customary weekend and holiday closings.
     b)   Trading on the NYSE is restricted by the SEC.
     c)   The SEC declares that an emergency exists as a result of which
          disposal of securities in the Variable Account is not reasonably
          practicable to determine your Account Value in the Divisions.
     d)   A governmental body having jurisdiction over the Variable Account by
          order permits such suspension.

Rules and regulations of the SEC, if any, are applicable and will govern as to
whether conditions described in (b), (c), or (d) exist.

Death proceeds will be paid within 7 days of determination of the proceeds and
are not subject to deferment.  We may defer for up to 6 months payment of any
surrender proceeds, withdrawal or loan amounts from the Guaranteed Interest
Division.

Form 1195 (VUL) - 5/97
Page 23
<PAGE>
 
                           GENERAL POLICY PROVISIONS

THE POLICY

The Policy, including the original application and applications for an increase,
riders, endorsements, any Schedule pages, and any reinstatement applications
make up the entire contract between you and us.  A copy of the original
application will be attached to the policy at issue.  A copy of any application
as well as a new Schedule will be attached or furnished to you for attachment to
the Policy at the time of any change in coverage.  In the absence of fraud, all
statements made in any application will be considered representations and not
warranties.  No statement will be used to deny a claim unless it is in an
application.

AGE

The Policy is issued at the Age shown in the Schedule.  This is the Insured's
Age nearest birthday on the Policy date.  The Insured's Age at any time is the
Age shown in the Schedule increased by the number of completed Policy years.

PROCEDURES

We must receive any election, designation, assignment or any other change
request you make in writing, except those specified on the application.  It must
be in a form acceptable to us.  We may require a return of the Policy for any
change or for a full surrender.  We are not liable for any action we take before
we receive and record the written request at our Customer Service Center.

In the event of the death of the Insured before the Maturity Date, please let us
or our agent know as soon as possible.  Claim procedure instructions will be
sent to the Beneficiary immediately.  We may require proof of Age and a
certified copy of the death certificate.  We may require the Beneficiary and
next of kin to sign authorizations as part of due proof.  These authorization
forms allow us to obtain information about the Insured, including, but not
limited to, medical records of physicians and hospitals used by the Insured.

OWNERSHIP

The original Owner is the person named as the Owner in the application.  You, as
the Owner, can exercise all rights and receive the benefits during the Insured's
life before the Maturity Date.  This includes the right to change the Owner,
Beneficiaries, and methods for the payment of proceeds.  All rights of the Owner
are subject to the rights of any assignee and any irrevocable Beneficiary.

You may name a new Owner by sending written notice to us.  The Effective Date of
the change to the new Owner will be the date you sign the notice.  The change
will not affect any payment made or action taken by us before recording the
change at our Customer Service Center.

BENEFICIARIES

The primary Beneficiary surviving the Insured will receive any death Proceeds
which become payable.  Surviving contingent Beneficiaries are paid death
Proceeds only if no primary Beneficiary has survived the Insured.  If more than
one Beneficiary in a class survives the Insured, they will share the death
Proceeds equally, unless your designation provides otherwise.  If there is no
designated Beneficiary surviving, you or your estate 

Form 1195 (VUL) -5/97
Page 24
<PAGE>
 
will be paid the death Proceeds. The Beneficiary designation will be on file
with us or at a location designated by us. While you are living, you may name a
new Beneficiary. The Effective Date of the change will be the date the request
was signed. We will pay proceeds to the most recent Beneficiary designation on
file. We will not be subject to multiple payments.

EXCHANGE RIGHT

If, for any reason within the first 2 Policy years or within 2 years of the
Effective Date of an increase, you want to exchange this Policy for a Policy in
which values do not vary with the investment experience of the Variable Account,
we will exchange this Policy.  This transfer will not be subject to the Excess
Transfer Charge.  The exchange will be implemented by transferring your Account
Value in all the Divisions of the Variable Account to the Guaranteed Interest
Division and removing your future right to choose to allocate funds to the
Divisions of the Variable Account.  We will require a return of this Policy
before this change will be processed.

COLLATERAL ASSIGNMENT

You may assign this Policy as collateral security by written notice to us.  Once
it is recorded with us, the rights of the Owner and Beneficiary are subject to
the assignment.  It is your responsibility to make sure the assignment is valid.

INCONTESTABILITY

After this Policy has been in force during the Insured's life for 2 years from
the date of issue, we will not contest the statements in the application
attached at issue.

After this Policy has been in force during the Insured's life for 2 years from
the Effective Date of any increase in any benefit with respect to the Insured,
we will not contest the statements in the application for the increase.

We also have the right to rescind the Policy if we issued or reinstated this 
Policy based on a statement in an application, including a reinstatement 
application, that was willfully false, fraudulent or misleading.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Insured has been misstated, the death benefit will be
adjusted.  The death benefit will be that which the cost of insurance which was
deducted from you Account Value on the last Monthly Processing Date prior to the
death of the Insured would have purchased for the Insured's correct age and sex.

SUICIDE EXCLUSION

If the Insured commits suicide, while sane or insane, within 2 years of the date
of issue, we will make a limited payment to the Beneficiary. We will pay in one
sum the amount of all Premiums paid to us during that time, minus any
outstanding Policy Loan (including accrued but unpaid interest)

Form 1195 (VUL) - MA - 5/97
Page 25
<PAGE>
 
and Partial Withdrawals. If the Insured commits suicide, while sane or insane,
within 2 years of the Effective Date of an increase in the Stated Death Benefit,
we will make a limited payment to the Beneficiary for the increase. This payment
will equal the cost of insurance and any applicable monthly expense charges
deducted for such increase.

PERIODIC REPORTS

We will send you at least once each year a report which shows the current
Account Value, Cash Surrender Value and Premiums paid since the last report.
The report will also show the allocation of your Account Value as of the date of
the report and the amounts added to or deducted from your Account Value of each
Division since the last report.  The report will include any other information
that may be currently required by the Insurance supervisory official of the
jurisdiction in which this Policy is delivered.

ILLUSTRATION OF BENEFITS AND VALUES

We will send you, upon written request, a hypothetical illustration of future
death benefits and Account Values.  This illustration will include the
information as required by the laws or regulations where this Policy is
delivered.  If you request more than one illustration during a Policy year, we
will charge a reasonable fee for each additional illustration.  The maximum
amount of this fee is shown in the Schedule.

NONPARTICIPATING

The Policy does not participate in our surplus earnings.

CUSTOMER SERVICE CENTER

Our Customer Service Center is at the address shown in the Schedule.  Unless you
are otherwise notified:

     a)   All requests and payments should be sent to us at our Customer Service
          Center; and
     b)   All transactions are effective as of the Valuation Date the required
          information is received at our Customer Service Center.

                         PAYOUTS OTHER THAN AS ONE SUM

ELECTION

During the Insured's lifetime, you may elect that the Beneficiary receive the
proceeds upon death of the Insured other than in one sum.  If you have not made
an election, the Beneficiary may do so within 60 days after the Insured's death.
You may also elect to take the net Cash Surrender Value of the Policy upon its
surrender other than in one sum.  Satisfactory written request must be received
at our Customer Service Center before payment can be made.  A payee that is not
a natural person may not be named without our consent.  The various methods of
settlement are shown below.

Form 1195 (VUL) - 5/97
Page 26
<PAGE>
 
PAYOUT OPTIONS

OPTION I.  PAYOUTS FOR A DESIGNATED PERIOD.  Payouts will be made in 1, 2, 4, or
12 installments per year as elected for a designated period, which may be 5 to
30 years.  The installment dollar amounts will be equal except for any Excess
Interest as described below.  The amount of the first monthly payout for each
$1,000 of Account Value applied is shown in Settlement Option Table I.

OPTION II.  LIFE INCOME WITH PAYOUTS FOR DESIGNATED PERIOD.  Payouts will be
made in 1, 2, 4, or 12 installments per year throughout the payee's lifetime, or
if longer, for a period of 5, 10, 15 or 20 years as elected.  The installment
dollar amounts will be equal except for any Excess Interest, as described below.
The amount of the first monthly payout for each $1,000 of Account Value applied
is shown in Settlement Option Table II.  This option is not available for ages
not shown in the Table.

OPTION III.  HOLD AT INTEREST.  Amounts may be left on deposit with us to be
paid upon the death of the payee or at any earlier date elected.  Interest on
any unpaid balance will be at the rate declared by us or at any higher rate
required by law.  Interest may be accumulated or paid in 1, 2, 4, or 12
installments per year, as elected.  Money may not be left on deposit for more
than 30 years.

OPTION IV.  PAYOUTS OF A DESIGNATED AMOUNT.  Payouts will be made until
proceeds, together with interest, which will be at the rate declared by us or at
any higher rate required by law, are exhausted.  Payouts will be made in 1, 2,
4, or 12 equal installments per year, as elected.

OPTION V.  OTHER.  Settlement may be made in any other manner as agreed upon in
writing between you (or the Beneficiary) and us.

CHANGE AND WITHDRAWAL

You may change an election at any time before the death of the Insured or
maturity of the Policy.  If you have given the Beneficiary the right to make
changes or withdrawals, or if the Beneficiary has elected the option, the
Beneficiary (as primary payee) may take the actions below.

     a)   Changes may be made from Payout Options I, III, and IV to another
          option.
     b)   Full withdrawals may be made under Payout Option III or IV. Partial
          Withdrawals of not less than $300 may be made under Payout Option III.
     c)   Remaining installments under Payout Option I may be commuted at 3 1/2%
          interest and received in one sum.
     d)   Changes in any contingent payee designation may be made.

A written request must be sent to our Customer Service Center in writing to make
a change or withdrawal.  We also may require that you send in the Supplemental
Policy.  We may defer payment of commuted and withdrawable amounts for a period
up to 6 months.

EXCESS INTEREST

If we declare that Payout Options are to be credited with an interest rate above
that guaranteed, it will apply to Payout Options I, II, III, and IV.  The
crediting of excess interest for one period does not guarantee the higher rate
for other periods.  Any declared interest rate will be in effect for at least 12
months.

Form 1195 (VUL) - 5/97
Page 27
<PAGE>
 
MINIMUM AMOUNTS

The minimum amount which may be applied under any option is $2,000.  If the
payments to the payee are ever less than $20, we may change the frequency of
payments so as to result in payments of at least that amount.

SUPPLEMENTARY POLICY

When an option becomes effective, the Policy will be surrendered in exchange for
a Supplementary Policy.  It will provide for the manner of settlement and rights
of the payees.  The Supplementary Policy's Effective Date will be the date of
the Insured's death or the date of other settlement.  The first payment under
Options I, II, and IV will be payable as of the Effective Date.  The first
interest payment under Option III will be made as of the end of the interest
payment period elected.  Subsequent payments will be made in accordance with the
frequency of payment elected.  The Supplementary Policy may not be assigned or
payments made to another without our consent.

INCOME PROTECTION

Unless otherwise provided in the election, a payee does not have the right to
commute, transfer or encumber amounts held or installments to become payable.
To the extent provided by law, the proceeds, amount retained, and installments
are not subject to any payee's debts, policies, or engagements.

DEATH OF PRIMARY PAYEE

Upon the primary payee's death, any payments certain under Option I or II,
interest payments under Option III, or payments under Option IV will be
continued to the contingent payee.  Or, amounts may be released in one sum if
permitted by the Policy.  The final payee will be the estate of the last to die
of the primary payee and any contingent payee.

PAYMENTS OTHER THAN MONTHLY

The tables which follow show monthly installments for Options I and II.  To
arrive at annual, semiannual, or quarterly payments, multiply the appropriate
figures by 11.813, 5.957 or 2.991 respectively.  Factors for other periods
certain or for other options which may be provided by mutual agreement will be
provided upon reasonable request.

Form 1195 (VUL) - 5/97
Page 28
<PAGE>
 
                           SETTLEMENT OPTION TABLES


                           SETTLEMENT OPTION TABLE I

                         (Per $1,000 of Net Proceeds)

<TABLE>
<CAPTION>
          ----------------------------------------------------------
             NO. OF          MONTHLY        NO. OF        MONTHLY   
          YEARS PAYABLE    INSTALLMENTS  YEARS PAYABLE  INSTALLMENTS
          ----------------------------------------------------------
          <S>              <C>           <C>            <C>         
               1             $84.65           16            6.76    
          ----------------------------------------------------------
               2              43.05           17            6.47    
          ----------------------------------------------------------
               3              29.19           18            6.20    
          ----------------------------------------------------------
               4              22.27           19            5.97    
          ----------------------------------------------------------
               5              18.12           20            5.75    
          ----------------------------------------------------------
                                                                    
          ----------------------------------------------------------
               6              15.35           21            5.56    
          ----------------------------------------------------------
               7              13.38           22            5.39    
          ----------------------------------------------------------
               8              11.90           23            5.24    
          ----------------------------------------------------------
               9              10.75           24            5.09    
          ----------------------------------------------------------
               10              9.83           25            4.96    
          ----------------------------------------------------------
                                                                    
          ----------------------------------------------------------
               11              9.09           26            4.84    
          ----------------------------------------------------------
               12              8.46           27            4.73    
          ----------------------------------------------------------
               13              7.94           28            4.63    
          ----------------------------------------------------------
               14              7.49           29            4.53    
          ----------------------------------------------------------
               15              7.10           30            4.45    
          ---------------------------------------------------------- 
</TABLE>

Form 1195 (VUL) - 5/97
Page 29
<PAGE>
 
                          SETTLEMENT OPTION TABLE II

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                      ( Per $1,000 of Net Proceeds)
- ---------------------------------------------------------------------------------------------------------
 Age of Payee Nearest            Monthly              Age of Payee Nearest             Monthly
 Birthday When First           Installment            Birthday When First            Installments
Installment is Payable                               Installment is Payable
- ---------------------------------------------------------------------------------------------------------
              5 Years  10 Years  15 Years  20 Years                 5 Years  10 Years  15 Years  20 Years
Male  Female  Certain  Certain   Certain   Certain    Male  Female  Certain  Certain   Certain   Certain
- ---------------------------------------------------------------------------------------------------------
<S>   <C>     <C>      <C>       <C>       <C>       <C>    <C>     <C>      <C>       <C>       <C>
 15     20     3.31      3.31      3.31      3.31      33     38     3.77      3.77      3.75      3.74
- ---------------------------------------------------------------------------------------------------------
 16     21     3.33      3.33      3.33      3.32      34     39     3.80      3.80      3.79      3.77
- ---------------------------------------------------------------------------------------------------------
 17     22     3.35      3.35      3.34      3.34      35     40     3.84      3.84      3.83      3.81
- ---------------------------------------------------------------------------------------------------------
 18     23     3.37      3.37      3.36      3.36      36     41     3.88      3.88      3.87      3.84
- ---------------------------------------------------------------------------------------------------------
 19     24     3.39      3.38      3.38      3.38      37     42     3.93      3.93      3.91      3.88
- ---------------------------------------------------------------------------------------------------------
 20     25     3.41      3.40      3.40      3.40      38     43     3.97      3.97      3.95      3.92
- ---------------------------------------------------------------------------------------------------------
 21     26     3.43      3.43      3.42      3.42      39     44     4.02      4.02      4.00      3.96
- ---------------------------------------------------------------------------------------------------------
 22     27     3.45      3.45      3.44      3.44      40     45     4.07      4.07      4.05      4.00
- ---------------------------------------------------------------------------------------------------------
 23     28     3.47      3.47      3.47      3.46      41     46     4.13      4.13      4.09      4.05
- ---------------------------------------------------------------------------------------------------------
 24     29     3.50      3.49      3.49      3.48      42     47     4.18      4.18      4.14      4.09
- ---------------------------------------------------------------------------------------------------------
 25     30     3.52      3.52      3.57      3.51      43     48     4.24      4.24      4.20      4.14
- ---------------------------------------------------------------------------------------------------------
 26     31     3.55      3.54      3.54      3.53      44     49     4.30      4.30      4.25      4.18
- ---------------------------------------------------------------------------------------------------------
 27     32     3.58      3.57      3.57      3.56      45     50     4.36      4.36      4.31      4.23
- ---------------------------------------------------------------------------------------------------------
 28     33     3.60      3.60      3.59      3.58      46     51     4.43      4.43      4.37      4.28
- ---------------------------------------------------------------------------------------------------------
 29     34     3.64      3.63      3.60      3.61      47     52     4.49      4.49      4.43      4.34
- ---------------------------------------------------------------------------------------------------------
 30     35     3.67      3.66      3.65      3.64      48     53     4.56      4.56      4.49      4.39
- ---------------------------------------------------------------------------------------------------------
 31     36     3.70      3.70      3.69      3.67      49     54     4.64      4.64      4.55      4.44
- ---------------------------------------------------------------------------------------------------------
 32     37     3.74      3.73      3.72      3.70      50     55     4.77      4.71      4.62      4.50
- ---------------------------------------------------------------------------------------------------------

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

Form 1195 (VUL) - 5/97
Page 30
<PAGE>
 
                          SETTLEMENT OPTION TABLE II

                                  (Continued)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                      ( Per $1,000 of Net Proceeds)
- ---------------------------------------------------------------------------------------------------------
 Age of Payee Nearest            Monthly              Age of Payee Nearest             Monthly
 Birthday When First           Installment            Birthday When First            Installment
Installment is Payable                               Installment is Payable
- ---------------------------------------------------------------------------------------------------------
              5 Years  10 Years  15 Years  20 Years                 5 Years  10 Years  15 Years  20 Years
Male  Female  Certain  Certain   Certain   Certain    Male  Female  Certain  Certain   Certain   Certain
- ---------------------------------------------------------------------------------------------------------
<S>   <C>     <C>      <C>       <C>       <C>       <C>    <C>     <C>      <C>       <C>       <C>
 51     56     4.85      4.79      4.69      4.55      69     74     7.52      7.00      6.29      5.56
- ---------------------------------------------------------------------------------------------------------
 52     57     4.94      4.87      4.76      4.61      70     75     7.77      7.17      6.38      5.60
- ---------------------------------------------------------------------------------------------------------
 53     58     5.04      4.96      4.84      4.67      71     76     8.04      7.35      6.47      5.63
- ---------------------------------------------------------------------------------------------------------
 54     59     5.14      5.05      4.91      4.73      72     77     8.32      7.53      6.55      5.66
- ---------------------------------------------------------------------------------------------------------
 55     60     5.24      5.14      4.99      4.79      73     78     8.62      7.71      6.63      5.68
- ---------------------------------------------------------------------------------------------------------
 56     61     5.35      5.24      5.07      4.85      74     79     8.94      7.89      6.71      5.70
- ---------------------------------------------------------------------------------------------------------
 57     62     5.47      5.34      5.15      4.91      75     80     9.28      8.07      6.78      5.72
- ---------------------------------------------------------------------------------------------------------
 58     63     5.59      5.45      5.24      4.97      76     81     9.63      8.25      6.84      5.73
- ---------------------------------------------------------------------------------------------------------
 59     64     5.71      5.56      5.33      5.03      77     82    10.00      8.43      6.89      5.74
- ---------------------------------------------------------------------------------------------------------
 60     65     5.85      5.68      5.42      5.10      78     83    10.39      8.60      6.94      5.74
- ---------------------------------------------------------------------------------------------------------
 61     66     5.99      5.80      5.51      5.16      79     84    10.80      8.77      6.98      5.75
- ---------------------------------------------------------------------------------------------------------
 62     67     6.15      5.93      5.61      5.21      80     85    11.22      8.93      7.01      5.75
- ---------------------------------------------------------------------------------------------------------
 63     68     6.31      6.07      5.70      5.27      81           11.66      9.08      7.04      5.75
- ---------------------------------------------------------------------------------------------------------
 64     69     6.48      6.21      5.80      5.33      82           12.12      9.21      7.06      5.75
- ---------------------------------------------------------------------------------------------------------
 65     70     6.66      6.35      5.90      5.38      83           12.60      9.34      7.07      5.75
- ---------------------------------------------------------------------------------------------------------
 66     71     6.86      6.50      6.00      5.43      84           13.09      9.44      7.08      5.75
- ---------------------------------------------------------------------------------------------------------
 67     72     7.07      6.66      6.10      5.48      85           13.59      9.54      7.09      5.75
- ---------------------------------------------------------------------------------------------------------
 68     73     7.29      6.83      6.19      5.52
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>

Form 1195 (VUL) - 5/97
Page 31
<PAGE>
 
       THIS POLICY IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFITS AND POLICY VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE.  THESE VALUES MAY
INCREASE OR DECREASE BASED ON INVESTMENT EXPERIENCE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.  DEATH BENEFITS ARE PAYABLE BY US UPON THE DEATH OF THE
INSURED PRIOR TO THE MATURITY DATE AS DESCRIBED IN THE PAYOUT OF PROCEEDS
PROVISION.  UNDER CERTAIN CIRCUMSTANCES THE ENTIRE INVESTMENT COULD BE LOST,
DEPENDING ON THE PERFORMANCE OF THE SEPARATE ACCOUNT, AND AS A RESULT THERE
COULD BE NO DEATH BENEFIT ABSENT ADDITIONAL PAYMENTS MADE TO KEEP THE POLICY IN
FORCE.  YOUR NET ACCOUNT VALUE, IF ANY, IS PAYABLE BY US IF THE INSURED IS
LIVING AS OF THE MATURITY DATE.  FLEXIBLE PREMIUMS ARE PAYABLE BY YOU DURING THE
LIFETIME OF THE INSURED UNTIL THE MATURITY DATE.



                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                                A Stock Company

                            CUSTOMER SERVICE CENTER
                 [P.O. Box 173763, Denver, Colorado  80217-3763
                       Toll Free Number:  1(800)933-5858]

1195 (VUL) -MA-5/97

<PAGE>
                                                       
                                                   EXHIBIT 1.A  (5)(a)(iii)     
                                                                
SECURITY LIFE OF DENVER
INSURANCE COMPANY
                         INSURED:   JOHN DOE
                     POLICY DATE:   July 2, 1997
                   POLICY NUMBER:   65000001
            STATED DEATH BENEFIT:   $150,000.00

WE AGREE TO PAY the death benefit to the Beneficiary upon the death of the
Insured while this Policy is in force.

WE AGREE TO PAY your Net Account Value to you as of the Maturity Date if the
Insured is living on that date.

WE ALSO AGREE to provide the other rights and benefits of the Policy.  These
agreements are subject to the provisions of the Policy.

RIGHT TO EXAMINE POLICY PERIOD.  You have the right to examine and return this
Policy within 10 days after receipt.  The policy will be deemed to have been
received by you 5 days after the policy is mailed from our Customer Service
Center.

The Policy may be returned by delivering or mailing it to us at our Customer
Service Center.  Immediately upon return it will be deemed void as of the Policy
Date.  Upon return of the Policy to us, we will refund all premiums paid.

In this Policy "you" and "your" refer to the Owner of the Policy.  "We", "us"
and "our" refer to Security Life of Denver Insurance Company.

   
               /s/ Eugene L. Copeland          /s/ Stephen M. Christopher
                    Secretary                           President     

       THIS POLICY IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
                 DISCLOSURE OF GUARANTY FUND NONPARTICIPATION.

DEATH BENEFITS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE.  THESE VALUES MAY
INCREASE OR DECREASE BASED ON INVESTMENT EXPERIENCE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. DEATH BENEFITS ARE PAYABLE BY US UPON THE DEATH OF THE
INSURED PRIOR TO THE MATURITY DATE YOUR NET ACCOUNT VALUE, IF ANY, IS PAYABLE BY
US IF THE INSURED IS LIVING AS OF THE MATURITY DATE. FLEXIBLE PREMIUMS ARE
PAYABLE BY YOU DURING THE LIFETIME OF THE INSURED UNTIL THE MATURITY DATE.

                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                                A Stock Company

                            Customer Service Center
                 P.O. Box 173763, Denver, Colorado  80217-3763
                       Toll Free Number:  1(800)933-5858

Form 1195 (VUL) - TX - 5/97
<PAGE>
 
                               IMPORTANT NOTICE 

     To obtain information or make a complaint:

1.   You may contact your Client Service Representative 1-800-933-5858.

2.   You may call Security Life of Denver's toll-free telephone number for 
     information or to make a complaint at:

                                        1-800-933-5858

3.   You may also write to Security Life of Denver at:

     P.O. Box 173763
     Denver, CO 80217-3763

4.   You may contact the Texas Department of Insurance to obtain information on 
     companies, coverages, rights or complaints at:

                                        1-800-252-3439

5.   You may write the Texas Department of Insurance

     P.O. Box 149104
     Austin, TX 78714-9104
     FAX# (512) 475-1771

6.   PREMIUM OR CLAIM DISPUTES:

     Should you have a dispute concerning your premium or about a claim
     you should contact Security Life of Denver first. If the dispute is not
     resolved, you may contact the Texas Department of Insurance.

7.   ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and 
     does not become a part or condition of the attached document.

                               AVISO IMPORTANTE

     Para obtener informacion o para someter una queja:

1.   Puede comunicarse con su Client Service Representative al 1-800-933-5858

2.   Usted puede llamar al numero de telefono gratis de Security Life of 
     Denver's para informacion o para someter una queja al

                                        1-800-933-5858

3.   Usted tambien puede escribir a

     Security Life of Denver
     P.O. Box 173763
     Denver, CO 80217-3763

4.   Puede comunicarse con el Departament de Seguros de Texas para obtener 
     informacion, acerca de companias, coberturas, derechos oquejas al

                                        1-800-252-3439

5.   Puede escribir al Departamento de Seguros de Texas 

     P.O. Box 149104
     Austin, TX 78714-9104
     FAX# (512) 475-1771

6.   DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su
     prima o a un reclamo, debe comunicarse con el Security Life of Denver
     primero. Si no se resuelve la disputa, puede entonces comunicarse con el
     departamento (TDI).

7.   UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de 
     informacion y no se convierte en parte o condicion del documents adjunto.

E-1294-TX
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<S>                                                                   <C>
SCHEDULE.............................................................  5

DEFINITION OF TERMS..................................................  6

INSURANCE COVERAGE PROVISIONS........................................  7

  INITIAL PREMIUM ALLOCATION.........................................  7
  VALUATION DATE.....................................................  7
  VALUATION PERIOD...................................................  7
  EFFECTIVE DATE OF COVERAGE.........................................  7
  PAYOUT OF PROCEEDS.................................................  8
  BASE DEATH BENEFIT.................................................  8
  CHANGE IN REQUESTED INSURANCE COVERAGE.............................  9
   Requested Increases in Coverage...................................  9
   Requested Decreases in Coverage...................................  9
   Death Benefit Option Changes...................................... 10

PREMIUM PROVISIONS................................................... 10

  SCHEDULED PREMIUMS................................................. 10
  UNSCHEDULED PREMIUMS............................................... 11
  PREMIUM LIMITATION................................................. 11
  PREMIUM ALLOCATION................................................. 11

VARIABLE ACCOUNT PROVISIONS.......................................... 11

  THE VARIABLE ACCOUNT............................................... 11
  VARIABLE ACCOUNT DIVISIONS......................................... 12
  CHANGES WITHIN THE VARIABLE ACCOUNT................................ 12

GENERAL ACCOUNT PROVISIONS........................................... 13

  THE GENERAL ACCOUNT................................................ 13
  GUARANTEED INTEREST DIVISION....................................... 13
  LOAN DIVISION...................................................... 13
</TABLE>


Form 1195 (VUL)
Page 2
<PAGE>
 
<TABLE>
<S>                                                                   <C>
TRANSFER PROVISIONS.................................................. 13

  TRANSFERS TO OR FROM THE GUARANTEED INTEREST DIVISION.............. 14
  EXCESS TRANSFER CHARGE............................................. 14
  DOLLAR COST AVERAGING.............................................. 14
  AUTOMATIC REBALANCING.............................................. 15

ACCOUNT VALUE PROVISIONS............................................. 15

  NET PREMIUM........................................................ 16
  ACCOUNT VALUES ON THE INVESTMENT DATE.............................. 16
  ACCUMULATION UNIT VALUE............................................ 16
  ACCUMULATION EXPERIENCE FACTOR..................................... 16
  ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT............. 17
  ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION.................. 17
  ACCOUNT VALUE OF THE LOAN DIVISION................................. 17

MONTHLY DEDUCTION AND REFUND......................................... 18

  MONTHLY DEDUCTION.................................................. 18
  COST OF INSURANCE.................................................. 18
  PERSISTENCY REFUND................................................. 19

LOAN PROVISIONS...................................................... 19

  POLICY LOANS....................................................... 19
  LOAN INTEREST...................................................... 19
  LOAN DIVISION...................................................... 19

PARTIAL WITHDRAWAL PROVISIONS........................................ 20

SURRENDER PROVISIONS................................................. 21

  SURRENDER VALUE.................................................... 21
  BASIS OF COMPUTATIONS.............................................. 21
  FULL SURRENDERS.................................................... 21

GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS............... 21

  GRACE PERIOD....................................................... 21
  THREE YEAR CONTINUATION PERIOD..................................... 22
</TABLE>


Form 1195 (VUL)
Page 3
<PAGE>
 
<TABLE>
<S>                                                                   <C>
  TERMINATION........................................................ 23
  REINSTATEMENT...................................................... 23
  DEFERRAL OF PAYMENT................................................ 23

GENERAL POLICY PROVISIONS............................................ 24

  THE POLICY......................................................... 24
  AGE................................................................ 24
  PROCEDURES......................................................... 24
  OWNERSHIP.......................................................... 24
  BENEFICIARIES...................................................... 25
  EXCHANGE RIGHT..................................................... 25
  COLLATERAL ASSIGNMENT.............................................. 25
  INCONTESTABILITY................................................... 25
  MISSTATEMENT OF AGE OR SEX......................................... 25
  SUICIDE EXCLUSION.................................................. 26
  PERIODIC REPORTS................................................... 26
  ILLUSTRATION OF BENEFITS AND VALUES................................ 26
  NONPARTICIPATING................................................... 26
  CUSTOMER SERVICE CENTER............................................ 26

PAYOUTS OTHER THAN AS ONE SUM........................................ 26

  ELECTION........................................................... 26
  PAYOUT OPTIONS..................................................... 27
  CHANGE AND WITHDRAWAL.............................................. 27
  EXCESS INTEREST.................................................... 27
  MINIMUM AMOUNTS.................................................... 28
  SUPPLEMENTARY POLICY............................................... 28
  INCOME PROTECTION.................................................. 28
  DEATH OF PRIMARY PAYEE............................................. 28
  PAYMENTS OTHER THAN MONTHLY........................................ 28

SETTLEMENT OPTION TABLES............................................. 29
</TABLE>

Additional benefits or riders, if any, will be listed  in the Schedule.  The
additional provisions will be inserted in the Policy.

Form 1195 (VUL) - TX
Page 4
<PAGE>
 
                                   SCHEDULE

                        (Effective Date:  May 1, 1995)

                              POLICY INFORMATION
<TABLE>
<S>                          <C>                       <C>                                 <C>                           
Policy Number                1000540-001               Minimum Stated Death Benefit        $50,000.00                    
Insured                      John Doe                                                                                    
                                                       Death Benefit Option                Stated Death Benefit Option 1 
                                                                                                                         
                                                       Three Year Continuation Period                                    
                                                       Ending Date                         May 15, 2060                  
                                                       Three Year Continuation Period                                    
Age And Sex                  35, Male                  Minimum Annual Premium              $795.00                        
 
Premium Class                Standard Non-Smoker
Policy Date                  May 1, 1995               Scheduled Premium                   $4,500.00    
Maturity Date                May 15, 2060

Definition of Life Insurance Test    Guideline Premium
</TABLE>

CUSTOMER SERVICE CENTER: P.O. Box 173763, Denver, Colorado  80217-3763

Coverage will expire prior to the Maturity Date if the Account Value is 
insufficient to continue coverage and the Three-Year Continuation Period has 
ended. Coverage will also be affected by Partial Withdrawals, Policy Loans, 
changes in the current cost of insurance rates, the actual credited interest 
rate for the Guaranteed Interest Division and the investment experience of the 
Variable Account.

Form 1195 (VUL) - TX
Page 5
<PAGE>
 
                                BENEFIT PROFILE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                             Initial             Segment    Age At                     Guideline 
                                             Benefit              Issue    Maturity       Effective      Annual         Target 
        Description                          Amount               Age        Date           Date        Premium         Premium
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                 <C>       <C>            <C>          <C>              <C>
Stated Death Benefit (Segment #1)            $100,000.00           35       100           May 1, 1995  $1,335.37        $3,680.00  
- ------------------------------------------------------------------------------------------------------------------------------------
Adjustable Term Insurance Rider (Segment #1)  $50,000.00           35       100           May 1, 1995    $620.58            $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

Form 1195 (VUL)
Page 5A
<PAGE>
 
                             SCHEDULE (CONTINUED)

             ALLOCATION OF INITIAL PREMIUM AS SHOWN ON APPLICATION


[Neuberger & Berman Limited Maturity Bond]                  0%      
[Neuberger & Berman Growth]                                 0%
[Neuberger & Berman Government Income]                     25% 
[Neuberger & Berman Partners]                              25% 

[Alger American Growth]                                     0%
[Alger American Leveraged All Cap]                         25%
[Alger American Small Capital]                              0%
[Alger American MidCap Growth]                              0%
 
[Fidelity Asset Manager]                                    0%
[Fidelity Growth]                                          25%
[Fidelity Overseas]                                         0%
[Fidelity Money Market]                                     0%
[Fidelity Index 500]                                        0%

[INVESCO Total Return]                                      0%
[INVESCO Industrial Income]                                 0% 
[INVESCO High Yield]                                        0%
[INVESCO Utilities]                                         0%

[Van Eck Worldwide Balanced]                                0%
[Van Eck Gold and Natural Resources]                        0%

Guaranteed Interest Division                                0%


If you elect to invest in a particular Division, at least 1% of your Net Premium
must be allocated to that Division provided that the minimum allocation to each
Division selected is at least $100.  All percentage allocations must be in whole
numbers.

Form 1195 (VUL)
Page 5B
<PAGE>

                             SCHEDULE (CONTINUED)
 
EXPENSE CHARGES

     PREMIUM EXPENSE CHARGES (As a Percent of all Premiums):
          Sales Load:

                                PREMIUM PAID          PREMIUMS IN
                                UP TO TARGET        EXCESS OF TARGET
       YEARS  1-5                    8%                   3%
       YEARS  6+                     3%                   3%
 
 
     STATE AND LOCAL TAXES:                       2.5%
     FEDERAL DEFERRED ACQUISITION COST CHARGE:    1.5%

     We reserve the right to increase or decrease the Premium Expense Charges
     for taxes due to any change in tax law. We further reserve the right to
     increase or decrease the Premium Expense Charges for Federal deferred
     acquisition costs due to any change in the cost to us.

     MONTHLY EXPENSE CHARGES:

         $15.00   per Policy month for the first 60 months
         $ 5.00   per Policy month thereafter; plus

         $.0125   per thousand of Stated Death Benefit (or Target Death Benefit,
                  if greater), all years. The per thousand charge is limited to
                  $15.00 per Policy month.

ANNUAL MORTALITY AND EXPENSE RISK CHARGE  (Based on the percentage of assets in
each Variable Account Division)

     Mortality And Expense Risk Charge:  0.75%

Form 1195 (VUL) - TX
Page 5C
<PAGE>

                             SCHEDULED (CONTINUED)
 
POLICYHOLDER TRANSACTION CHARGES

Requests for Sales Illustrations:  $25
      Premium Allocation Changes:  $25 for each change over 5 per Policy year
          Excess Transfer Charge:  See the Transfer Provisions section
  Partial Withdrawal Service Fee:  See below

POLICY LOANS
 
               Policy Loan Interest Rate:  3.75% per year
  Guaranteed Interest Rate Credited to   
                           Loan Division:  3.00% per year 
                     Minimum Loan Amount:  $100
                     Maximum Loan Amount:  Refer to the Loan Provisions section
 
PARTIAL WITHDRAWALS
 
     Minimum Partial Withdrawal Amount:  $100
     Maximum Partial Withdrawal Amount:  Amount which will leave $500 as the Net
                                         Account Value
        Partial Withdrawal Service Fee:  The lesser of $25 or 2% of the amount
                                         withdrawn
          Limit on Partial Withdrawals:  One per Policy year


GUARANTEED INTEREST DIVISION

  Guaranteed Interest Rate For Guaranteed Interest Division:  3.00% per year

Form 1195 (VUL)
Page 5D
<PAGE>
 
                             SCHEDULE (CONTINUED)

                         DEFINITION OF LIFE INSURANCE
                             DEATH BENEFIT FACTORS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
     ATTAINED      FACTOR      ATTAINED      FACTOR      ATTAINED      FACTOR    ATTAINED    FACTOR
        AGE                      AGE                        AGE                    AGE
- ------------------------------------------------------------------------------------------------------- 
<S>                <C>         <C>           <C>         <C>           <C>       <C>         <C>
        0-40        2.50
- ------------------------------------------------------------------------------------------------------- 
- ------------------------------------------------------------------------------------------------------- 
         41         2.43          56          1.46           71         1.13        86        1.05   
- ------------------------------------------------------------------------------------------------------- 
         42         2.36          57          1.42           72         1.11        87        1.05   
- ------------------------------------------------------------------------------------------------------- 
         43         2.29          58          1.38           73         1.09        88        1.05   
- ------------------------------------------------------------------------------------------------------- 
         44         2.22          59          1.34           74         1.07        89        1.05   
- ------------------------------------------------------------------------------------------------------- 
         45         2.15                                                                             
- ------------------------------------------------------------------------------------------------------- 
                                  60          1.30           75         1.05        90        1.05   
- ------------------------------------------------------------------------------------------------------- 
         46         2.09          61          1.28           76         1.05        91        1.04   
- ------------------------------------------------------------------------------------------------------- 
         47         2.03          62          1.26           77         1.05        92        1.03   
- ------------------------------------------------------------------------------------------------------- 
         48         1.97          63          1.24           78         1.05        93        1.02   
- ------------------------------------------------------------------------------------------------------- 
         49         1.91          64          1.22           79         1.05        94        1.01   
- ------------------------------------------------------------------------------------------------------- 
         50         1.85                                                                             
- ------------------------------------------------------------------------------------------------------- 
                                  65          1.20           80         1.05        95        1.01   
- ------------------------------------------------------------------------------------------------------- 
         51         1.78          66          1.19           81         1.05        96        1.01   
- ------------------------------------------------------------------------------------------------------- 
         52         1.71          67          1.18           82         1.05        97        1.01   
- ------------------------------------------------------------------------------------------------------- 
         53         1.64          68          1.17           83         1.05        98        1.01   
- ------------------------------------------------------------------------------------------------------- 
         54         1.57          69          1.16           84         1.05        99        1.01   
- ------------------------------------------------------------------------------------------------------- 
         55         1.50          70          1.15           85         1.05       100        1.00    
- ------------------------------------------------------------------------------------------------------- 
- ------------------------------------------------------------------------------------------------------- 
</TABLE>

The Base Death Benefit at any time will be at least equal to your Account Value
multiplied by the appropriate factor from this table.


Form 1195 (VUL)
Page 5E
<PAGE>
 
                             SCHEDULE (CONTINUED)
         TARGET DEATH BENEFIT SCHEDULE--TABLE OF TARGET DEATH BENEFITS

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
    POLICY    TARGET DEATH     GUARANTEED     POLICY     TARGET DEATH      GUARANTEED     POLICY     TARGET DEATH    GUARANTEED 
     YEAR       BENEFIT           RATES        YEAR         BENEFIT           RATES        YEAR        BENEFIT         RATES 
- ----------------------------------------------------------------------------------------------------------------------------------- 
<S>           <C>              <C>            <C>        <C>               <C>            <C>        <C>             <C>
       1       $150,000.00       0.14803        25        $150,000.00         0.95583       49        $150,000.00      10.31583
       2       $150,000.00       0.14750        26        $150,000.00         1.05333       50        $150,000.00      11.34250
       3       $150,000.00       0.15667        27        $150,000.00         1.16167       51        $150,000.00      12.43333
       4       $150,000.00       0.16667        28        $150,000.00         1.28500       52        $150,000.00      13.56667
       5       $150,000.00       0.17833        29        $150,000.00         1.42583       53        $150,000.00      14.73250
- ----------------------------------------------------------------------------------------------------------------------------------- 
       6       $150,000.00       0.19083        30        $150,000.00         1.58500       54        $150,000.00      15.90750
       7       $150,000.00       0.20583        31        $150,000.00         1.76083       55        $150,000.00      17.10750
       8       $150,000.00       0.22083        32        $150,000.00         1.95000       56        $150,000.00      18.34917
       9       $150,000.00       0.23833        33        $150,000.00         2.15500       57        $150,000.00      19.65333
       10      $150,000.00       0.25583        34        $150,000.00         2.37500       58        $150,000.00      21.06250
- ----------------------------------------------------------------------------------------------------------------------------------- 
       11      $150,000.00       0.27667        35        $150,000.00         2.61500       59        $150,000.00      22.63583
       12      $150,000.00       0.29917        36        $150,000.00         2.88583       60        $150,000.00      24.63750
       13      $150,000.00       0.32333        37        $150,000.00         3.24250       61        $150,000.00      27.49667
       14      $150,000.00       0.34917        38        $150,000.00         3.54667       62        $150,000.00      32.04583
       15      $150,000.00       0.37833        39        $150,000.00         3.95333       63        $150,000.00      40.01667
- ----------------------------------------------------------------------------------------------------------------------------------- 
       16      $150,000.00       0.40917        40        $150,000.00         4.41000       64        $150,000.00      54.83167
       17      $150,000.00       0.44583        41        $150,000.00         4.90000       65        $150,000.00      83.33333
       18      $150,000.00       0.48833        42        $150,000.00         5.42167       
       19      $150,000.00       0.53583        43        $150,000.00         5.97000       
       20      $150,000.00       0.59083        44        $150,000.00         6.53917       
- ----------------------------------------------------------------------------------------------------------------------------------- 
       21      $150,000.00       0.65167        45        $150,000.00         7.14333       
       22      $150,000.00       0.71917        46        $150,000.00         7.80583       
       23      $150,000.00       0.79083        47        $150,000.00         8.54333       
       24      $150,000.00       0.86833        48        $150,000.00         9.37667       
- ----------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>

The Adjustable Term Insurance Rider Death Benefit is the difference between the
Target Death Benefit and the Base Death Benefit provided by the Policy.  In no
event will the Adjustable Term Insurance Rider Death Benefit be less than zero.
Refer to your Adjustable Term Insurance Rider for more information.

The guaranteed rates shown are for a standard rate class. If the Adjustable Term
Rider is based on a special rate class (other than standard), the guaranteed
rates will be adjusted using the rating factor shown in the Schedule for the
special class. If the special rate class is a stated percentage increase, the
guaranteed rates will be determined by multiplying the rates for a standard rate
class shown above by the rating factor shown in the Schedule. If the special
rate class is a flat amount per $1,000, the guaranteed rates will be determined
by adding the flat amount per $1,000 shown in the Schedule to the rate per
$1,000 for the standard rate class shown above. The rates shown above are based
on the 1980 Commissioners' Standard Ordinary Nonsmoker Mortality Table, age
nearest birthday.

Form 1195 (VUL) - TX
Page 5F
<PAGE>
 
                             SCHEDULE (CONTINUED)

                           TABLE OF GUARANTEED RATES

             Guaranteed Maximum Cost of Insurance Rates Per $1000
                  (Basic Policy and Additional Insured Rider)


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
   Attained     Monthly Cost of     Attained     Monthly Cost of     Attained   Monthly Cost of      Attained     Monthly Cost of
      Age        Insurance Rate        Age        Insurance Rate        Age      Insurance Rate         Age        Insurance Rate
- ----------------------------------------------------------------------------------------------------------------------------------- 
<S>             <C>                 <C>          <C>                 <C>        <C>                  <C>          <C>
        0            0.34900            26            0.12342            51          0.44693             76             5.59039     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        1            0.08921            27            0.12175            52          0.48965             77             6.17549     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        2            0.08254            28            0.12008            53          0.53742             78             6.78686     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        3            0.08170            29            0.12008            54          0.59276             79             7.44038     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        4            0.07920            30            0.12008            55          0.65401             80             8.16249     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        5            0.07503            31            0.12258            56          0.72203             81             8.97320     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        6            0.07169            32            0.12509            57          0.79429             82             9.89813     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        7            0.06869            33            0.12926            58          0.87251             83            10.95204     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        8            0.06338            34            0.13427            59          0.96090             84            12.11846     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        9            0.06169            35            0.14094            60          1.05949             85            13.37460     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        10           0.06085            36            0.14762            61          1.16916             86            14.69860     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        11           0.06419            37            0.15680            62          1.29417             87            16.08129     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        12           0.07086            38            0.16682            63          1.43714             88            17.49682     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        13           0.08254            39            0.17851            64          1.59899             89            18.96601     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        14           0.09588            40            0.19103            65          1.77812             90            20.51212     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        15           0.10756            41            0.20607            66          1.97123             91            22.16549     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        16           0.11924            42            0.22110            67          2.18097             92            23.98724     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        17           0.12842            43            0.23865            68          2.40660             93            26.06643     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        18           0.13343            44            0.25619            69          2.65338             94            28.78427     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        19           0.13844            45            0.27709            70          2.93268             95            32.81758     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        20           0.14011            46            0.29966            71          3.30181             96            39.64294     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        21           0.13927            47            0.32391            72          3.61779             97            53.06605     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        22           0.13677            48            0.34984            73          4.04199             98            83.33333     
- ----------------------------------------------------------------------------------------------------------------------------------- 
        23           0.13427            49            0.37912            74          4.52073             99            83.33333  
- ----------------------------------------------------------------------------------------------------------------------------------- 
        24           0.13093            50            0.41009            75          5.03724                             
- ----------------------------------------------------------------------------------------------------------------------------------- 
        25           0.12675                                                                                                        
- ----------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>

The rates shown are for a standard rate class.  If the Policy is based on a
special rate class (other than standard), the maximum cost of insurance rates
will be adjusted using the rating factor shown in the Schedule for the special
class.  If the special rate class is a stated percentage increase, the maximum
cost of insurance rates will be determined by multiplying the rates for a
standard rate class shown above by the rating factor shown in the Schedule.  If
the special rate class is a flat amount per $1,000, the maximum cost of
insurance rates will be determined by adding the flat amount per $1,000 shown in
the Schedule to the rate per $1,000 for the standard rate class shown above.
The rates shown above are based on the 1980 Commissioners' Standard Ordinary
Nonsmoker Mortality Table, age nearest birthday.


Form 1195 (VUL) - TX
Page 5G
<PAGE>
 
                             SCHEDULE (CONTINUED)


If the Policy was issued with a Guaranteed Issue Premium Class, the maximum cost
of insurance rates will be adjusted by the factors shown on following table.


                       TABLE OF GUARANTEED ISSUE FACTORS

             Guaranteed Maximum Cost of Insurance Rates Per $1,000

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
     Segment       Factor      Segment       Factor       Segment       Factor
       Year                      Year                       Year
- --------------------------------------------------------------------------------
<S>                <C>         <C>           <C>          <C>           <C>
        1           1.35          6           1.35           11          1.20 
- --------------------------------------------------------------------------------
        2           1.35          7           1.35           12          1.15 
- --------------------------------------------------------------------------------
        3           1.35          8           1.35           13          1.10 
- --------------------------------------------------------------------------------
        4           1.35          9           1.30           14          1.05 
- --------------------------------------------------------------------------------
        5           1.35          10          1.25       15 & later      1.00
- --------------------------------------------------------------------------------
</TABLE>

To determine the Guaranteed Maximum Cost of Insurance Rates per $1000 for a
Guaranteed Issue Premium class, the rates shown in the preceding Table of
Guaranteed Rates are multiplied by the appropriate factors in the table above.
There is a maximum rate for each Segment based on the Segment year.  The first
segment year begins on the effective date of the coverage segment and ends one
year later.  Each subsequent year begins at the end of the prior segment year.
The effective date for each coverage segment is shown on the Benefit Profile in
this Schedule.


Form 1195 (VUL)
Page 5H
<PAGE>
 
                              DEFINITION OF TERMS
 
 
ACCOUNT VALUE - The sum of the amounts allocated to the Divisions of the
Variable Account and to the Guaranteed Interest Division, as well as any amount
set aside in the Loan Division to secure a Policy Loan.

ACCUMULATION UNIT VALUE - The value of the Accumulation Units of each Division
of the Variable Account.  The Accumulation Unit Value is determined as of each
Valuation Date.

BASE DEATH BENEFIT - Initially this is the Stated Death Benefit under the
Policy.  The Base Death Benefit may be greater than the Stated Death Benefit
depending on which death benefit option and which test for the Federal income
tax law definition of life insurance you choose.

CASH SURRENDER VALUE - The amount of your Account Value plus any refund of sales
charges due.

CUSTOMER SERVICE CENTER - Our administrative office at P.O. Box 173763, Denver,
CO  80217-3763.

DIVISION(S) OF THE VARIABLE ACCOUNT - The investment options available, each of
which invests in shares of one of the Portfolios.

GENERAL ACCOUNT - The account which contains all of our assets other than those
held in the Variable Account or our other separate accounts.

GENERAL INTEREST DIVISION - Part of our General Account to which a portion of
the Account Value may be allocated and which provides guarantees of principal
and interest.

INVESTMENT DATE - The date on which the initial Net Premium we receive will be
allocated to your Policy.  We will not allocate funds to your Policy until we
receive at least one quarter of the Minimum Annual Premium as shown in the
Schedule attached to your Policy and we have approved your Policy for issue.

LOAN DIVISION - Part of our General Account in which funds are set aside to
secure any outstanding Policy Loan and accrued loan interest when due.

MATURITY DATE - The date the Policy matures.  This is the Policy anniversary on
which the Insured's Age is 100.

MONTHLY PROCESSING DATE - The date each month on which the monthly deductions
from the Account Value are due.  The first Monthly Processing Date will be the
Policy Date or the Investment Date, if later.  Subsequent Monthly Processing
Dates will be the same date as the Policy Date each month thereafter unless this
is not a Valuation Date, in which case the Monthly Processing Date occurs on the
next Valuation Date.

NET ACCOUNT VALUE - The amount of the Account Value minus any Policy Loan and
accrued loan interest.

NET CASH SURRENDER VALUE - The amount of the Cash Surrender Value minus any
Policy Loan and accrued loan interest.

NET PREMIUM - Premium amounts paid less the sales and tax charges.  These
charges are deducted from the premiums before the premium is applied to your
Account Value.

PARTIAL WITHDRAWAL - The withdrawal of a portion of your Net Account Value from
the Policy.  The Partial Withdrawal may reduce the amount of Death Proceeds in
force.

POLICY LOAN - The sum of amounts you have borrowed from your Policy, increased
by any Policy Loan interest capitalized when due, and reduced by any Policy Loan
repayments.

RIGHT TO EXAMINE POLICY PERIOD - The period of time within which the Owner may
examine the Policy and return it for a refund.

SCHEDULED PREMIUM - The premium amount which you specify on the application as
the amount you intend to pay at fixed intervals over a specified period of time.
We will send you premium reminder notices for the amount of the Scheduled
Premium on a quarterly, semiannual, or annual basis, as you determine; you need
not pay the Scheduled Premium, and you may change it at any time. Also, within
limits, you may pay less or more than the Scheduled Premium.

STATED DEATH BENEFIT - The initial amount of Base Death Benefit under the
Policy.  The Stated Death Benefit amount will not vary unless you change it.

VALUATION PERIOD - The period which begins at 4:00 p.m. Eastern Time on
Valuation Date and ends at 4:00 p.m. Eastern Time on the next succeeding
Valuation Date.


Form 1195 (VUL) 
Page 6
<PAGE>
 
                         INSURANCE COVERAGE PROVISIONS
                                        
INITIAL PREMIUM ALLOCATION

We will not allocate funds to your Policy until we receive at least one quarter
of the Minimum Annual Premium.  The Minimum Annual Premium is listed in the
Schedule.  The Valuation Date on which we receive this amount and have approved
your Policy for issue is the Investment Date.  As of the Investment Date, the
amount you have asked to be invested in the Divisions of the Variable Account
will be allocated to the Fidelity Investments Money Market Division.  Any
amount you have designated for allocation to the Guaranteed Interest Division
will be allocated to that Division.  The amount allocated to the Fidelity
Investments Money Market Division will remain there until the end of the Right
to Examine Policy Period, at which time the balance will be transferred to the
other Divisions of the Variable Account according to the allocations shown in
the Schedule.

VALUATION DATE

A Valuation Date is any day:
     a)   The New York Stock Exchange ("NYSE") is open for trading and on which
          Security Life's Customer Service Center is open for business; or
     b)   As may be required by law.

VALUATION PERIOD

A Valuation Period begins at 4 p.m. Eastern time on a Valuation Date and ends at
4 p.m. Eastern time on the next succeeding Valuation Date. All Policy processing
for a Valuation Period takes place as of the end of the Valuation Period.


EFFECTIVE DATE OF COVERAGE

The Policy date shown in the Schedule is the Effective Date for all coverage
provided in the original application.  The Effective Date is subject to the
payment of at least one quarter of the Minimum Annual Premium and the acceptance
of the Policy by you during the continued insurability of all persons insured by
this Policy and any riders attached.  The Policy date is the date from which we
measure Policy years and determine the Monthly Processing Date.  The first
Monthly Processing Date is the Investment Date.  Future Monthly Processing Dates
are the same calendar day of each month as the Policy date unless this is not a
Valuation Date in which case the Monthly Processing Date occurs on the next
Valuation Date.  A Policy anniversary occurs each year on the same month and day
as the Policy date unless this is not a Valuation Date in which case the Policy
anniversary occurs on the next Valuation Date.  If the Policy date is February
29th, the Policy anniversary will be February 28th in years in which there is
not a February 29th.  The Effective Date for increases and additional benefits
is shown in the Schedule.

Form 1195 (VUL) 
Page 7
<PAGE>
 
PAYOUT OF PROCEEDS

The Payout of Proceeds is the amount we will pay:

     a)   as of the Maturity Date,
     b)   upon surrender of the Policy before the Maturity Date, or
     c)   upon the death of the Insured before the Maturity Date.

The Payout of Proceeds as of the Maturity Date will be your Net Account Value.
The Payout of Proceeds upon surrender of this Policy prior to the Maturity Date
will be the net Cash Surrender Value.  The Maturity Date is the Policy
anniversary on which the Insured's Age is 100.  The Insured's Age is the Age
listed in the Schedule increased by the number of completed Policy years  since
the Policy date.  The Payout of Proceeds upon the death of the Insured will be
the Base Death Benefit; plus any amounts payable from any additional benefits
provided by rider; minus any outstanding Policy Loan including accrued but
unpaid interest; minus any unpaid monthly deductions incurred prior to the date
of death.

We will determine the amount of proceeds payable upon the death of the Insured
when we have received due proof of death and any other information which is
necessary to process the claim.  Any proceeds we pay are subject to adjustments
as provided in the Misstatement of Age or Sex, Suicide Exclusion and
Incontestability provisions.

We will pay Proceeds in one sum unless you request an alternate form of payment.
There are many possible methods of payment.  The available Payout Options are
described in the Payouts Other Than As One Sum provision.  Contact us or your
agent for additional information.  Interest will be paid on the one sum death
Proceeds from the date we determine the death Proceeds to the date of payment,
or until a Payout Option is selected.  Interest will be at the rate we declare,
or at any higher rate required by law.


BASE DEATH BENEFIT

The total Stated Death Benefit is the sum of the Stated Death Benefit for all
coverage segments.  The Stated Death Benefit for each coverage segment and the
death benefit option are shown in the Schedule.  The Base Death Benefit is
determined by the death benefit option which you select as follows:

     Option 1  The Base Death Benefit equals the total Stated Death Benefit.
     Option 2  The Base Death Benefit equals the total Stated Death Benefit,
               plus your Account Value.
     Option 3  The Base Death Benefit equals the total Stated Death Benefit,
               plus the sum of Premiums paid minus Partial Withdrawals taken.

The Base Death Benefit at any time will be at least equal to your Account Value
multiplied by the appropriate factor from the Definition of Life Insurance
Factors table as shown in the Schedule.

This Policy is designed to qualify as a life insurance contract under the
Internal Revenue Code.  All terms and provisions of the Policy shall be
construed in a manner consistent with that design.  The amount of insurance in
force at any time shall not be less than the amount of insurance necessary to
achieve such qualification under the applicable provisions of the Internal
Revenue Code in existence at the time the Policy is issued.  We reserve the
right to amend the Policy or adjust the amount of insurance when required.  We
will send you a copy of any Policy amendment.

Form 1195 (VUL) 
Page 8
<PAGE>
 
CHANGE IN REQUESTED INSURANCE COVERAGE

At least 30 days prior to a Policy Anniversary, you may request that the
insurance coverage be increased or decreased.  You may not increase coverage
after the Insured is Age 86.  You may change the coverage only once each Policy
year on the Policy anniversary.  The change in coverage may not be for an amount
less than $1,000.  The Effective Date of the change will be the Policy
anniversary next following the date the written application is approved by us.
After any change to the Stated Death Benefit, you will receive a new Schedule
which will include the Stated Death Benefit, the benefit under any riders, if
applicable, the Guaranteed Cost of Insurance rates, the Guideline Annual
Premium, and the new Target Premium.

REQUESTED INCREASES IN COVERAGE

At least 30 days prior to a Policy anniversary, you may request an increase in
the Stated Death Benefit.  An increase will become effective as of the Policy
anniversary after we have approved your application for increase.  You must
provide evidence satisfactory to us that the Insured is insurable according to
our normal rules of underwriting for this type of Policy.  This evidence will
include an application and may include required medical information.  An
increase will consist of a new coverage segment of Stated Death Benefit subject
to our limits.

You will have the right to cancel an increase in the death benefit within the
later of:
     a)   45 days after you sign the application for the increase,
     b)   20 days after you have received the new Schedule, or
     c)   10 days after we mail you the Notice of Withdrawal Right.

The new Schedule will be deemed to have been received by you 15 days after it is
mailed from our Customer Service Center.  You may cancel an increase by sending
notice in a form acceptable to us to our Customer Service Center.  During this
period, we will allocate the Premiums you pay related to the increase to the
Fidelity Investments Money Market Division of the Variable Account.  At the
end of this period, the amount of the Premium remaining in the Fidelity
Investments Money Market Division will be transferred to the Division of the
Variable Account according to your most recent written allocation instruction.
If you cancel an increase we will refund to you any charges attributable to the
increase.

An increase in the Stated Death Benefit will result in a new Sales Load.
Premium allocated to an increase in coverage will be subject to a new Sales
Load.


REQUESTED DECREASES IN COVERAGE

At least 30 days prior to a Policy anniversary, you may request a decrease in
the Stated Death Benefit.  A decrease will be effective as of the Policy
anniversary.  You may decrease the Stated Death Benefit if the Effective Date of
the decrease will occur after the later of 2 years from the Policy date or 2
years after the most recent one was made.  A requested decrease will first
reduce Adjustable Term Insurance Rider coverage segments, if any are attached to
your Policy, beginning with the most recently added, and will then reduce each
of the Stated Death Benefit segments in the following order:

     a)   against that provided by the most recent increases,
     b)   against the next most recent increase successively, and
     c)   against that provided under the original application.

Form 1195 (VUL)-TX
Page 9
<PAGE>
 
The sum of the Stated Death Benefit for all coverage segments after any change
may not be less than the minimum Stated Death Benefit shown in the Schedule.

DEATH BENEFIT OPTION CHANGES

At least 30 days prior to a Policy anniversary, you may request a change to the
death benefit option.  This change will be effective as of the Policy
anniversary.  A death benefit option change applies to the entire Stated Death
Benefit.  For us to approve a change to the death benefit option from Option 1
to Option 2, or from Option 1 to Option 3, you must submit evidence to us that
the Insured is insurable according to our normal rules of underwriting for that
class of policy.  We may not allow any change if it would reduce the Stated
Death Benefit below the minimum we require to issue this Policy at the time of
reduction.  After the Effective Date of the change, the Stated Death Benefit
will be changed according to the following table:

<TABLE>
<CAPTION>
OPTION CHANGE
          FROM         TO        STATED DEATH BENEFIT FOLLOWING CHANGE EQUALS:
         <S>         <C>         <C> 
         Option 1    Option 2    Stated Death Benefit prior to such change minus your Account Value as of the Effective Date
                                 of the change.
         Option 2    Option 1    Stated Death Benefit prior to such change plus your Account Value as of the Effective Date
                                 of the change.
         Option 1    Option 3    Stated Death Benefit prior to such change minus the sum of the Premiums paid minus Partial
                                 Withdrawals taken as of the Effective Date of the change.
         Option 3    Option 1    Stated Death Benefit prior to such change plus the sum of the Premiums paid minus Partial
                                 Withdrawals taken as of the Effective Date of the change.
         Option 2    Option 3    Stated Death Benefit prior to such change plus i) your Account Value as of the Effective
                                 Date of the change, minus ii) the sum of the Premiums paid minus Partial Withdrawals taken
                                 as of the Effective Date of the change.
         Option 3    Option 2    Stated Death Benefit prior to such change plus i) the sum of the Premiums paid minus Partial
                                 Withdrawals taken as of the Effective Date of the change, minus ii) your Account Value as of
                                 the Effective Date of the change.
</TABLE>

For purposes of death benefit option changes, your Account Value will be
allocated to each coverage segment in the same proportion that the Stated Death
Benefit of that segment bears to the sum of all Stated Death Benefit segments as
of the Effective Date of change.

                              PREMIUM PROVISIONS
                                        
SCHEDULED PREMIUMS

The Scheduled Premium as shown in the Schedule may be paid while this Policy is
in force during the Insured's lifetime. You may increase or decrease the amount
of the Scheduled Premium, subject to limits we may set and provisions in the
Premium Limitation Section. Under conditions provided in the Grace Period
provision and the Guarantee Period, you may be required to make Premium payments
to keep the Policy in force. Receipts will be furnished upon request.

Form 1195 (VUL)-TX 
Page 10 
<PAGE>
 
We will send reminder notices to you for the Scheduled Premium amount and
frequency that you have selected.  You may select to receive notices either
annually, semiannually or quarterly.  You may also arrange for payments of
Premiums on a monthly basis through an authorized special payment facility.  All
payment modes are subject to our minimum requirements for the payment mode
selected. Receipts will be furnished upon request.


UNSCHEDULED PREMIUMS

You may make unscheduled Premium payments at any time the Policy is in force
during the Insured's lifetime, subject to the Premium Limitation section.  The
unscheduled Premium payment must be at least $100. We may change this minimum if
we give you 90 days written notice. Unless you tell us otherwise, these Premium
payments will first be applied to reduce or pay off any existing Policy Loan
and, as such, Premium Expense Charges will not be deducted. We may limit the
amount of such unscheduled Premium payments if the payment would result in an
increase in the Base Death Benefit. If the net amount at risk is increased as a
result of an unscheduled Premium, we will require evidence of insurability
satisfactory to us that the Insured is insurable according to our normal rules
of underwriting for this type of Policy. The net amount at risk is the
difference between the Base Death Benefit and your Account Value.


PREMIUM LIMITATION

If the Definition of Life Insurance test used for your Policy is the Guideline
Premium Test, we will not accept any Premium that causes your Policy not to
qualify as a life insurance policy under the Internal Revenue Code.


PREMIUM ALLOCATION

During the Right to Examine Policy Period, the portion of your Net Premium which
you have elected to invest in a Division of the Variable Account will be
invested in the Fidelity Investments Money Market Division.  After the Right
to Examine Policy Period, the balance of your funds in the Fidelity Investments
Money Market Division will be reallocated as you directed in your Premium
allocation shown in the Schedule.

After the Right to Examine Policy Period, each Net Premium will be allocated to
the Divisions of the Variable Account and the Guaranteed Interest Division as
you directed in the application or as otherwise requested.  You may change the
allocation for subsequent Premiums by sending us written notice at our Customer
Service Center.  If you change your Premium allocation more than 5 times per
Policy year, we will deduct a charge from the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value of each Division bears to your Net Account Value.  The amount of this
charge is shown in the Schedule.  Premium allocation percentages may be in any
whole number from 1% to 100% provided that at least $100 is allocated to each
Division selected.


                           VARIABLE ACCOUNT PROVISION
                                        
THE VARIABLE ACCOUNT

The Variable Account is an account established by us, pursuant to the laws of
the State of Colorado, to separate the assets funding the benefits for the class
of policies to which this Policy belongs from the other assets of Security Life
of Denver Insurance Company.

Form 1195 (VUL)
Page 11
<PAGE>
 
The Variable Account is registered as a unit investment trust under the
Investment Company Act of 1940. All income, gains and losses, whether or not
realized, from assets allocated to the Variable Account are credited to or
charged against the Variable Account without regard to income, gains or losses
of our General Account. The assets of the Variable Account are our property but
are separate from our General Account and our other Variable Accounts. That
portion of the assets of the Variable Account which is equal to the reserves and
other Policy liabilities with respect to the Variable Account is not subject to 
creditor claims against us. The assets of the Variable Account shall be 
available to cover the liabilities of the General Account only to the extent 
that the assets of the Variable Account exceed the liabilities of the Variable 
Account under this Variable Life Policy. The assets of the Variable Account 
shall be valued at least as often as any policy benefits vary, but at least 
monthly.

VARIABLE ACCOUNT DIVISIONS

The Variable Account is divided into Divisions, each of which invests in a
series fund Portfolio designed to meet the objectives of the Division. The
current eligible Divisions are shown in the Schedule. We may, from time to time,
add additional Divisions. If we do, you may be permitted to select from these
other Divisions subject to the terms and conditions we may impose on those
allocations.


CHANGES WITHIN THE VARIABLE ACCOUNT

When permitted by law, and subject to any required notice to you and approval of
the Securities and Exchange Commission ("SEC"), state regulatory authorities or
Policy Owners, we may from time to time make the following changes to the
Variable Account:

     .    Make additional Divisions available. These Divisions will invest in
          investment Portfolios we find suitable for the Policy.

     .    Eliminate Divisions from the Variable Account, combine 2 or more
          Divisions, or substitute a new Portfolio for the Portfolio in which a
          Division invests. A substitution may become necessary if, in our
          judgment, a Portfolio no longer suits the purposes of the Policy. This
          may happen due to a change in laws or regulations, or a change in a
          Portfolio's investment objectives or restrictions. This may also
          happen if the Portfolio is no longer available for investment, or for
          some other reason, such as a declining asset base.

     .    Transfer assets of the Variable Account , which we determine to be
          associated with the class of policies to which your Policy belongs, to
          another Variable Account.

     .    Withdraw the Variable Account from registration under the Investment
          Company Act of 1940.

     .    Operate the Variable Account as a management investment company under
          the Investment Company Act of 1940.

     .    Cause one or more Divisions to invest in a mutual fund other than or
          in addition to the Portfolios.

     .    Discontinue the Sale of Policies and certificates.

     .    Terminate any employer or plan trustee agreement with us pursuant to
          its terms.

     .    Restrict or eliminate any voting rights as to the Variable Account.

Form 1195 (VUL)-TX
Page 12
<PAGE>
 
Make any changes required by the Investment Company Act of 1940 or the rules or
regulations thereunder.

                          GENERAL ACCOUNT PROVISIONS
                                        
THE GENERAL ACCOUNT

The General Account holds all of our assets other than those held in the
Variable Account or our other separate accounts.  The Guaranteed Interest
Division is a part of our General Account.

GUARANTEED INTEREST DIVISION

The Guaranteed Interest Division is another Division to which you may allocate
Premiums or make transfers.  The Account Value of the Guaranteed Interest
Division is equal to the Net Premium allocated to this Division plus any earned
interest minus deductions taken from this Division.  Interest is credited at the
guaranteed rate shown in the schedule or may be credited at a higher rate.  Any
higher rate is guaranteed to be in effect for at least 12 months. The Guaranteed
Account Value of the Division would be the Net Premium allocated to this 
division plus any earned interest at the guaranteed minimum interest rate shown 
on the schedule page minus:

     1)   expense charges and loads as shown on the schedule page;

     2)   guaranteed maximum mortality charges;

     3)   any other guaranteed charges; and 

     4)   any partial withdrawal charges
allocated to this Division.

Any Cash Surrender value available in the Guaranteed Interest Division within 
thirty (30) days after any policy anniversary, shall be an amount not less than 
the Cash Surrender value in the Guaranteed Interest Division, on the most recent
anniversary, minus any outstanding Policy Loan and accrued but unpaid interest.


LOAN DIVISION

The Loan Division is the account which is set aside to secure the Policy Loan,
if any.  See the Loan Provision section for information.


                              TRANSFER PROVISIONS

After the Right to Examine Policy Period, your Account Value in each Division
may be transferred to any other Division of the Variable Account upon written
request.  Transfers from the Guaranteed Interest Division are subject to the
limitations as described in the Guaranteed Interest Division provision.  The
number of free transfers permitted in any one Policy year without an Excess
Transfer Charge, the total number of transfers permitted and the Excess Transfer
Charge are shown in the table below.  Any transfers made due to the operation of
the Automatic Rebalancing Feature or Dollar Cost Averaging will not count toward
the transfers allowed free of charge.  The minimum amount that may be
transferred from each Division is the lesser of $100 or the balance of a
Division.

The following table summarizes the number of transfers available and the
associated charges during any Policy year.

Form 1195 (VUL)-TX
Page 13
<PAGE>
 
<TABLE>
          --------------------------------------------------------------------------------------- 
          <S>                                    <C>                                             
          Free Transfers                         12                                              
          ---------------------------------------------------------------------------------------
          Total Number of Transfers Permitted    Unlimited                                       
          ---------------------------------------------------------------------------------------
          Excess Transfer Charge                 $25 for each transfer in excess of 12 during    
                                                 any Policy year.                                
          --------------------------------------------------------------------------------------- 
</TABLE>

TRANSFERS TO OR FROM THE GUARANTEED INTEREST DIVISION

Once during the first 30 days of each Policy year, you may transfer amounts from
the Guaranteed Interest Division.  Transfer requests received within 30 days
prior to the Policy anniversary will be deemed to occur as of the Policy
anniversary.  Transfer requests received on the Policy anniversary or within the
following 30 days will be processed; transfer requests received at any other
time will not be processed.  Transfers of your Account Value to the Guaranteed
Interest Division are not limited to this 30-day period.

The maximum transfer amount from the Guaranteed Interest Division in any Policy
year is the greatest of:

     a)   25% of your Account Value in the Guaranteed Interest Division at the
          time of the first transfer or withdrawal in a Policy year;
     b)   The minimum transfer amount; or
     c)   The sum of the amounts transferred and withdrawn from the Guaranteed
          Interest Division in the prior Policy year.

     For purposes of calculating the maximum transfer from the Guaranteed
     Interest Division, all Partial Withdrawals and transfers from the
     guaranteed Interest Division in a Policy year are summed.


EXCESS TRANSFER CHARGE

If you exceed the number of free transfers allowed, you will be assessed an
Excess Transfer Charge.  This charge will be deducted from each of the Divisions
in which you are invested in the same proportion that the amount of Account
Value in that Division bears to the Net Account Value immediately after the
transfer.


DOLLAR COST AVERAGING

If you have at least $10,000 of Account Value in either the Fidelity
Investments Money Market Division or the Neuberger & Berman Limited Maturity
Bond Division, you may choose to transfer a specified dollar amount each month
from one of these Divisions to other Divisions of the Variable Account.  Dollar
Cost Averaging transfers may not be made to the Guaranteed Interest Division.

The minimum amount that you may elect to transfer each month is $100.  The
maximum amount that you may transfer is equal to your Account Value in the
Division from which the transfer is taken when the election is made, divided by
12.

Dollar Cost Averaging may be elected to end on a specified date or when a
specific balance remains in the Fidelity Investments Money Market Division or
the Neuberger & Berman Limited Maturity Bond Division.

Percentage allocations of the transfer amount must be designated as whole number
percentages; no specific dollar designation may be made to the Divisions of the
Variable Account.  If you elect to transfer to a particular Division, the
minimum percentage that may be transferred to that Division is 1% of the total
amount transferred provided that the minimum allocation is at least $100.  The
transfer date will be the same calendar day each month as the Monthly Processing
Date.  If this calendar day is not a Valuation Date, the next Valuation Date
will be used.  If, on any transfer date, your Account Value in the chosen
Division is equal to or less than the amount you have elected to have
transferred, the entire 

Form 1195 (VUL)
Page 14
<PAGE>
 
amount will be transferred, and this option will end. Dollar Cost Averaging may
not begin until the Monthly Processing Date following the end of the Right to
Examine Policy Period.

You may change the transfer amount or the Divisions to which transfers are to be
made once each Policy year.  You may cancel this election by sending us written
notice at our Customer Service Center at least 7 days before the next transfer
date.  Any transfer under this option will not be included for purposes of the
Excess Transfer Charge.

If you elect both Dollar Cost Averaging and Automatic Rebalancing, Dollar Cost
Averaging will occur first.  On the first Valuation Date of the next calendar
quarter after Dollar Cost Averaging has terminated, Automatic Rebalancing will
begin.

AUTOMATIC REBALANCING

Automatic Rebalancing allows you to match your Account Value in each Division to
your allocation percentage for new Premiums.  Automatic Rebalancing can be
elected in your application or by completing the Automatic Rebalancing form and
returning it to our Customer Service Center.  As of the first Valuation Date of
each calendar quarter thereafter we will reallocate your Net Account Value so
that the amount in each Division matches your Premium allocation.  Automatic
Rebalancing may not begin until the monthly processing date following the end of
the Right to Examine Policy Period.

While this feature is in effect, we require that you allocate no more than 35%
of your Premiums to any one Division, and you must allocate your Premiums to at
least 5 Divisions.  If at any time during the operation of the Automatic
Rebalancing feature you request a change in Premium allocation which does not
meet these requirements, we will notify you that your allocation must be
changed.  We will not process such a request unless you also request that the
Automatic Rebalancing feature be discontinued.

When you request a change in Premium allocation that meets these requirements,
your Net Account Value will be reallocated as of the Valuation Date that we
receive your written allocation instructions.  Amounts will be transferred among
the Divisions to match the allocation for new Premiums.

During the operation of Automatic Rebalancing, you may not change your
allocation percentage to the Guaranteed Interest Division by more than 25% of
the percentage previously allocated to the Guaranteed Interest Division.

If you change your Premium allocation more than five times per Policy year,
there will be a $25 charge taken from your Account Value.  This charge will be
deducted from each of the Divisions of the Variable Account and the Guaranteed
Interest Division in the same proportion that your Account Value of each
Division bears to your Net Account Value as of the Valuation Date the allocation
change is effective.

Any transfer as a result of the operation of Automatic Rebalancing will not be
included in determining if the Excess Transfer Charge will apply.  You may not
transfer among Divisions while the Automatic Rebalancing feature is in effect.

If you elect both Dollar Cost Averaging and Automatic Rebalancing, Dollar Cost
Averaging will occur first.  On the first Valuation Date of the next calendar
quarter after Dollar Cost Averaging has terminated, Automatic Rebalancing will
begin

Form 1195 (VUL)
Page 15
<PAGE>
 
                            ACCOUNT VALUE PROVISIONS

The Account Value is the sum of the current amounts allocated to the Divisions
of the Divisions of the Variable Account and to the Guaranteed Interest Division
plus your balance in the loan Division.

The Account Value is based on the amount and number of Premiums paid, Policy and
rider charges assessed, loans and withdrawals taken, monthly deductions, Premium
Expense Charges, transaction charges, and the investment experience or credited
interest of the Division to which your Account Value is allocated.

Your Net Account Value is equal to your Account Value minus any Policy Loan and
accrued but unpaid loan interest.


NET PREMIUM

The Net Premium equals the Premium paid minus the Premium Expense Charges for
taxes and the appropriate Sales Load shown in the Schedule.  Premiums allocated
to an increase in coverage will be subject to a new Sales Load.  Premiums are
allocated in the same proportion that the Guideline Annual Premium of each
segment bears to the sum of the Guideline Annual Premiums of all segments.  The
Guideline Annual Premium for each coverage segment is shown in the Schedule.


ACCOUNT VALUES ON THE INVESTMENT DATE

The Account Value of each Division of the Variable Account and the Guaranteed
Interest Division as of the Investment Date is equal to:

     a)   The allocation to that Division of the first Net Premium paid (as
          determined by you); minus
     b)   The portion of any monthly deductions due on the Investment Date
          allocated to that Division.

The Account Value of the Loan Division as of the Investment Date is equal to
zero.


ACCUMULATION UNIT VALUE

The investment experience of a Division of the Variable Account is determined as
of each Valuation Date.  We use an Accumulation Unit Value to measure the
experience of each of the Variable Account Divisions during a Valuation Period.
We set the accumulation Unit Value at $10 on the Valuation Date when the first
investments in each Division of the Variable Account are made.  The Accumulation
Unit Value for a Valuation Period equals the Accumulation Unit Value for the
preceding Valuation Period multiplied by the Accumulation Experience Factor for
the Valuation Period.

The number of units for a given transaction related to a Division of the
Variable Account as of a Valuation Date is determined by dividing the dollar
value of that transaction by that Division's Accumulation Unit Value for that
date.


ACCUMULATION EXPERIENCE FACTOR

For each Division of the Variable Account, the Accumulation Experience Factor
reflects the investment experience of the Portfolio in which that Division
invests and the charges assessed against that Division for a Valuation Period.
The Accumulation Experience Factor is calculated as follows:

Form 1195 (VUL)
Page 16
<PAGE>
 
     a)   The net asset value of the Portfolio in which that Division invests as
          of the end of the current Valuation Period; plus
     b)   The amount of any dividend or capital gains distribution declared and
          reinvested in the Portfolio in which that Division invests during the
          current Valuation Period; minus
     c)   A charge for taxes, if any.
     d)   The result of (a), (b) and (c) divided by the net asset value of the
          Portfolio in which that Division invests as of the end of the
          preceding Valuation Period; minus
     e)   The daily equivalent of the Annual Mortality and Expense Risk Charge
          shown in the Schedule for each day in the current Valuation Period.

ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT

On subsequent Valuation Dates after the Investment Date, your Account Value of
each Division of the Variable Account is calculated as follows:

     a)   The number of Accumulation Units in that Division as of the beginning
          of the current Valuation Period multiplied by that Division's
          Accumulation Unit Value for the current Valuation Period; plus
     b)   Any additional Net Premiums allocated to that Division during the
          current Valuation Period; plus
     c)   Any Account Value transferred to or minus any Account Value
          transferred from the Variable Division during the current Valuation
          Period (including the applicable portion of any transfer fee); minus
     d)   Any Partial Withdrawals allocated to that Division and any applicable
          withdrawal service fees which are allocated to the Variable Division
          during the current Valuation Period; plus
     e)   Any amounts released from the Loan Division as a result of a loan or
          loan interest payment, or minus amounts transferred to the Loan
          Division as of a result of any loans which are allocated to the
          Variable Division during the current Valuation Period; minus
     f)   The portion of the monthly deduction allocated to the Variable
          Division, if a Monthly Processing Date occurs during the current
          Valuation Period.

ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION

On Valuation Dates after the Investment Date, your Account Value of the
Guaranteed Interest Division is calculated as follows:

     a)   The Account Value of the Guaranteed Interest Division at the end of
          the preceding Valuation Period plus interest at the declared rate
          credited during the current Valuation Period; plus
     b)   Any additional Net Premiums allocated to the Guaranteed Interest
          Division plus interest credited to these Premiums during the current
          Valuation Period; plus
     c)   Any account Value transferred to or minus any Account Value
          transferred from the Guaranteed Interest Division during the current
          Valuation Period (including the applicable portion of any transfer
          fee); minus
     d)   Any Partial Withdrawals taken and any applicable withdrawal service
          fees which are allocated to the Guaranteed Interest Division during
          the current Valuation Period; plus
     e)   Any amounts released from the Loan Division as a result of a loan or
          loan interest payment, or minus amounts transferred to the Loan
          division as of a result of any loans which are allocated to the
          Guaranteed Interest Division during the current Valuation Period;
          minus
     f)   The portion of the monthly deduction allocated to the Division, if a
          Monthly Processing Date occurs during the current Valuation Period.

Form 1195 (VUL)
Page 17
<PAGE>
 
ACCOUNT VALUE OF THE LOAN DIVISION

On Valuation Dates after the Investment Date, your Account Value of the Loan
Division is equal to:

     a)   The Account Value of the Loan Division on the prior Valuation Date;
          plus
     b)   Any interest credited to the Loan Division during the Valuation
          Period; plus
     c)   An amount equal to any additional loans since the prior Valuation
          Date; minus
     d)   Any loan repayments, including payment of loan interest in cash; plus
     e)   The amount of accrued loan interest if the Valuation Date is a Policy
          anniversary; minus
     f)   The amount of interest credited to the Loan Division during the year
          if the Valuation Date is a Policy anniversary.
On Policy anniversaries, any amount of interest credited to the Loan Division
during the year is transferred from the Loan Division to the Variable Account
and Guaranteed Interest Divisions in the same proportion that your Account Value
in each Variable Division and the Guaranteed Interest Division bears to your Net
Account Value as of the Policy anniversary.


                         MONTHLY DEDUCTION AND REFUND
                                        
MONTHLY DEDUCTION

The monthly deduction is equal to:

     a)   the cost of insurance charges for this Policy; plus
     b)   the monthly charges for any other additional benefits provided by
          rider; plus
     c)   the monthly expense charges shown in the Schedule.

The monthly deductions allocated to the Divisions of the Variable Account and
Guaranteed Interest Division in the same proportion that your Account Value in
the Division bears to your Net Account Value as of the Monthly Processing Date.
This deduction is taken from your Account Value as of the monthly Processing
Date.


COST OF INSURANCE

The cost of insurance is determined on a monthly basis for each coverage
segment.  Such cost is the monthly cost of insurance rate for the Insured's
Premium Class multiplied by the net amount at risk.  The net amount at risk is
(a) minus (b) where:

     a)   is the Base Death Benefit for all coverage segments as of the Monthly
          Processing date after the monthly deductions (other than cost of
          insurance charges for the Base Death Benefit, any Adjustable Term
          Insurance Rider and any Waiver of Monthly Deductions Rider), divided
          by 1 plus the monthly equivalent of the Guaranteed Interest Rate for
          the Guaranteed Interest Division as shown in the Schedule; and
     b)   is your Account Value as of the Monthly Processing Date after the
          monthly deductions (other than the cost of insurance for the Base
          Death Benefit, any Adjustable Term Insurance Rider and any Waiver of
          Monthly Deduction Rider).

The cost of insurance rates will be determined by us from time to time.  They
will be based on the sex and age as of the Effective Date of coverage, the
duration since the coverage began and the Premium Class.  Any change in rates
will apply to all individuals of the same Premium Class and 

Form 1195 (VUL)
Page 18
<PAGE>
 
whose policies have been in effect for the same length of time. The rates will
never exceed those rates shown in the Table of Guaranteed Rates in the Schedule
as adjusted for any special Premium Class.

Each time there is a new coverage segment of Stated Death Benefit due to a
requested increase, the net amount at risk will be allocated to each coverage
segment in the same proportion that the Stated Death Benefit of that segment
bears to the total Policy Stated Death Benefit.  Different rates will apply to
each segment depending upon the Premium Class, the Age as of the Effective Date
of the increase and the duration since the Effective Date of the increase.

PERSISTENCY REFUND

Each month your Policy or a coverage segment of Stated Death Benefit remains in
force after its tenth Policy anniversary, we will credit your Account Value with
a refund equivalent to 0.5% of your Account Value on an annual basis for that
segment (0.04167% monthly).  Your Account Value will be allocated to each
coverage segment based upon the number of completed Policy years the segment has
been in force and the size of the Guideline Annual Premium for the segment as
shown in the Schedule.

The persistency refund will be added to the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value in each Division bears to your Net Account Value as of the Monthly
Processing Date.


                                LOAN PROVISIONS
                                        
POLICY LOANS

You may obtain a Policy Loan after the first Policy anniversary.  The maximum
amount you may borrow at any time equals (a) minus (b) where (a) is equal to:
     1)   Account Value minus (12 times the current monthly deduction);
     2)   Multiplied by (1 + Policy Loan Interest Rate);
     3)   Divided by (1 + Guaranteed Interest Rate credited to Loan Division);
and where (b) is equal to any outstanding Policy Loan and accrued loan interest.
However, at no time will the Policy Loan amount be less than 90% of the Cash 
Surrender Value of amounts in the divisions of the Variable Account and 100% of 
the Cash Surrender Value of amounts in the Guaranteed Interest Division; minus 
any unpaid monthly deductions for the remainder of the current policy year;
minus any outstanding loan and accrued but unpaid interest. The Policy Loan is a
first Lien on your Policy. The minimum amount you may borrow is shown in the
Schedule. The outstanding Policy Loan amount is equal to the loan amount as of
the beginning of the Policy year plus new loans and minus loan repayments.

LOAN INTEREST

The annual Policy Loan interest rate is shown in the Schedule.  If a loan is
made, interest is due and payable at the end of the Policy year.  Thereafter,
interest on the loan amount is due annually at the end of each Policy year until
the loan is repaid.  If interest is not paid when due, it is added to the Policy
Loan.

If the Policy Loan amount plus any accrued interest equals or exceeds the
Account Value, a Premium sufficient to keep this Policy in force must be paid as
provided in the Grace Period provision.

Form 1195 (VUL)-TX
Page 19
<PAGE>
 
LOAN DIVISION

When a Policy Loan is taken or when interest is not paid in cash when due, an
amount equal to the loan is transferred from the Divisions of the Variable
Account and the Guaranteed Interest Division to the Loan Division to secure the
loan.  This amount will be deducted from the Divisions of the Variable Account
and the Guaranteed Interest Division in the same proportion that your Account
Value in each Division bears to your Net Account Value as of the date the
transfer is effective.  Your Account Value in the Loan Division will be credited
with interest at the interest rate for the Loan Division shown in the Schedule.
When a loan repayment is made an amount equal to the repayment is transferred
from the Loan Division to the Guaranteed Interest Division and the Divisions of
the Variable Account in the same proportion as your current Premium allocation
unless you request a different allocation.

                         PARTIAL WITHDRAWAL PROVISIONS

You may apply for a Partial Withdrawal of your Account Value on any monthly
Processing Date after the first Policy anniversary by writing to us at our
Customer Service Center.  The minimum and maximum Partial Withdrawal amounts are
shown in the Schedule.  When a Partial Withdrawal is made, the amount of the
withdrawal plus a service fee is deducted from your Account Value.  The amount
of the service fee is shown in the Schedule.  We limit the number of Partial
Withdrawals in a Policy year and this number is shown in the Schedule.

The Stated Death Benefit is not reduced by a Partial Withdrawal taken when the
Base Death Benefit has been increased to qualify your Policy as life insurance
under the Federal income tax laws and the amount withdrawn is no greater than
that which reduces your Account Value to the level which no longer requires the
Base Death Benefit to be increased for Federal income tax law purposes.

For a Policy under an Option 1 death benefit, the Stated Death Benefit is not
reduced by a Partial Withdrawal in the circumstances described above.  In
addition, if no more than 16 years have elapsed since the Policy date and the
Insured is not yet Age 81, a Partial Withdrawal of an amount up to 10% of your
Account Value or, if greater, 5% of the Stated Death Benefit, calculated
immediately before the Partial Withdrawal is taken will not reduce the State
Death Benefit.  Any additional amount withdrawn reduces your Stated Death
Benefit by that additional amount.

For a Policy under an Option 2 death benefit, a Partial Withdrawal does not
reduce your Stated Death Benefit.  For a Policy under an Option 3 death benefit,
your Stated Death Benefit will be reduced by any amount of the Partial
Withdrawal in excess of Premiums paid to the date of the Partial Withdrawal.

Any reduction in death benefit or Account Value will occur as of the date the
Partial Withdrawal occurs.  No Partial Withdrawal will be allowed if the Stated
Death Benefit remaining in force after any such Partial Withdrawal would be
reduced below the minimum Stated Death Benefit shown in the Schedule.

For a Policy under an Option 2 or Option 3 death benefit, a Partial Withdrawal
reduces the Base Death Benefit by the amount of the withdrawal.  Under any death
benefit option, if the Base Death Benefit has been increased in order to qualify
your Policy as a life insurance contract under the Federal income tax laws, the
Partial Withdrawal reduces the Base Death Benefit by an amount greater than the
withdrawal.

You may specify how much of the withdrawal you wish taken from each Division of
the Variable Account or from the Guaranteed Interest Division.  You may not
withdraw from the Guaranteed Interest Division more than the total withdrawal
times the ratio of your Account Value in the Guaranteed Interest Division to
your Net Account Value immediately prior to the withdrawal.  Unless you indicate
otherwise, we will make the withdrawal from the amounts in the Guaranteed
Interest Division and the Divisions of the Variable Account in the same
proportion that your

Form 1195 (VUL)
Page 20
<PAGE>
 
Account Value in each Division bears to your Net Account Value immediately prior
to the withdrawal.  The withdrawal service fee is deducted from each Variable
Division and the Guaranteed Interest Division in the same proportion that your
Account Value of each division bears to your Net Account Value immediately after
the withdrawal.

We may send you a new Schedule to reflect the effect of the withdrawal,
including any changes to the Stated Death Benefit.  We may ask you to return
your Policy to our Customer Service Center to make this change.  The withdrawal
and the reductions in death benefits will be effective as of the Valuation Date
after we received your request.

                             SURRENDER PROVISIONS
                                        
SURRENDER VALUE

The net Cash Surrender Value on any date will be your Account Value plus any
refund of sales charges due and minus any Policy Loan including accrued but
unpaid loan interest.


BASIS OF COMPUTATIONS

The Cash Surrender Value under the Policy is not less than the minimums required
as of the Policy date by the state in which your Policy was delivered. A 
detailed statement of the method of computation of Policy Values under the 
Policy has been filed with the insurance department of the state in which the 
Policy was delivered, if required.


FULL SURRENDERS

You may surrender your Policy after the Right to Examine Period or at any time
during the lifetime of the Insured and receive the net Cash Surrender Value.  We
will compute the net Cash Surrender Value as of the next Valuation Date after we
receive both your request and the Policy at our Customer Service Center.  This
Policy will be canceled as of the date we receive your request, and there will
be no further benefits under this Policy.

If you surrender your Policy within the first two Policy years but after the
Right to Examine Policy Period has ended, the net Cash Surrender Value will
include a refund of a portion of the sales charges which were previously
deducted from your premiums paid.  In the first Policy year, the refund is equal
to 5% of the premium paid up to the Target Premium.  In the second year, the
refund is equal to 2.5% of the premium paid in the first Policy year, up to the
Target Premium

            GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS
                                        
GRACE PERIOD

If the following conditions occur on a Monthly Processing Date, the Policy will
enter into the 61 day Grace Period:

     a)   The Net Account Value is zero or less; and

Form 1195 (VUL)
Page 21
<PAGE>

     b)   The Guarantee Period shown in the Schedule and described below has
          expired or been terminated; and
     c)   The three year continuation period described below has expired or the
          required Premium for the three year continuation period has not been
          paid.

We will give you a 61 day Grace Period from this Monthly Processing Date to make
the required Premium payment.  The required Premium payment then due must be
paid to keep the Policy in force.  If this amount is not received in full by the
end of the Grace Period, the Policy will lapse without value.  The required
Premium payment will be equal to past due charges plus an amount we expect to be
sufficient to keep the Policy and any riders in force for 2 months following the
receipt of the required Premium payment.  If we receive at least the required
Premium payment during the Grace Period we will make deductions from the Net
Premium payment for the past due amounts and apply any remaining amount as
Premium to the Policy.

Notice of the amount of the required Premium payment will be mailed to you or
any assignee at the last known address at least 30 days before the end of the
Grace Period.  If the Insured dies during the Grace Period, we will deduct any
overdue monthly deductions from the death Proceeds of the Policy.


THREE YEAR CONTINUATION PERIOD

During the first 3 Policy years, if at all times the sum of your Premiums paid
minus the sum of your Partial Withdrawals, Policy Loans taken and accrued but
unpaid interest, is greater than or equal to:  one-twelfth of the minimum Annual
Premium multiplied by the number of complete months your Policy has been in
force, your Policy will remain in force regardless of the Net Account Value.
The Minimum Annual Premium is shown in the Schedule.  If you increase the Stated
Death Benefit during the first 3 Policy years, the new Schedule will show a
revised Minimum Annual Premium which will be used for future tests to determine
if your Policy will remain in force under this provision.


TERMINATION

All coverage provided by this Policy will end as of the earliest of:

     a)   The date the Policy is surrendered;
     b)   The date of death of the Insured;
     c)   The Maturity Date of the Policy; or
     d)   The date the Grace Period ends without payment of the required
          Premium.


REINSTATEMENT

The Policy may be reinstated within five years after the beginning of the Grace
Period.  The reinstatement will be effective as of the Monthly Processing Date
on or next following the date we approve your written application.

We will reinstate the Policy and any riders if the following conditions are met:

     a)   You have not surrendered the Policy for its net Cash Surrender Value;

Form 1195 (VUL)-TX
Page 22
<PAGE>
 
     b)   You submit evidence satisfactory to us that the Insured and those
          insured under any riders are still insurable according to our normal
          rules of underwriting for this type of Policy; and
     c)   We receive payment of the amount of Premium sufficient to keep the
          Policy and any riders in force from the beginning of the Grace Period
          to the end of the expired Grace Period and for 2 months after the date
          of reinstatement. We will let you know, at the time you request
          reinstatement, the amount of Premium needed for this purpose.

We will reinstate any Policy Loan, with accrued loan interest to the end of the
Grace Period, which existed when coverage ended. Upon reinstatement, the Net
Premium received minus past due amounts will be allocated to the Divisions of
the Variable Account and the Guaranteed Interest Division according to the
Premium allocation percentages in effect at the start of the Grace Period or as
directed by you in writing at the time of reinstatement.


DEFERRAL OF PAYMENT

Requests for transfers, withdrawals, payment of proceeds on the Maturity Date or
a full surrender will be processed within 7 days of receipt of the request in a
form acceptable to us.  However, we may postpone the processing of any such
Variable Account transactions for any of the following reasons:

     a)   The NYSE is closed, other than customary weekend and holiday closings.
     b)   Trading on the NYSE is restricted by the SEC.
     c)   The SEC declares that an emergency exists as a result of which
          disposal of securities in the Variable Account is not reasonably
          practicable to determine your Account Value in the Divisions.
     d)   A governmental body having jurisdiction over the Variable Account by
          order permits such suspension.

Rules and regulations of the SEC, if any, are applicable and will govern as to
whether conditions described in (b), (c), or (d) exist.

Death proceeds will be paid within 7 days of determination of the proceeds and
are not subject to deferment.  We may defer for up to 6 months payment of any
surrender proceeds, withdrawal or loan amounts from the Guaranteed Interest
Division.

                           GENERAL POLICY PROVISIONS
                                        
THE POLICY

The Policy, including the original application and applications for an increase,
riders, endorsements, any Schedule pages, and any reinstatement applications
make up the entire contract between you and us.  A copy of the original
application will be attached to the policy at issue.  A copy of any application
as well as a new Schedule will be attached or furnished to you for attachment to
the Policy at the time of any change in coverage.  In the absence of fraud, all
statements made in any application will be considered representations and not
warranties.  No statement will be used to deny a claim unless it is in an
application.

Form 1195 (VUL)
Page 23
<PAGE>
 
AGE

The Policy is issued at the Age shown in the Schedule.  This is the Insured's
Age nearest birthday on the Policy date.  The Insured's Age at any time is the
Age shown in the Schedule increased by the number of completed Policy years.


PROCEDURES

We must receive any election, designation, assignment or any other change
request you make in writing, except those specified on the application.  It must
be in a form acceptable to us.  We may require a return of the Policy for any
change or for a full surrender.  We are not liable for any action we take before
we receive and record the written request at our Customer Service Center.

In the event of the death of the Insured before the Maturity Date, please let us
or our agent know as soon as possible.  Claim procedure instructions will be
sent to the Beneficiary immediately.  We may require proof of Age and a
certified copy of the death certificate.  We may require the Beneficiary and
next of kin to sign authorizations as part of due proof.  These authorization
forms allow us to obtain information about the Insured, including, but not
limited to, medical records of physicians and hospitals used by the Insured.


OWNERSHIP

The original Owner is the person named as the Owner in the application.  You, as
the Owner, can exercise all rights and receive the benefits during the Insured's
life before the Maturity Date.  This includes the right to change the Owner,
Beneficiaries, and methods for the payment of proceeds.  All rights of the Owner
are subject to the rights of any assignee and any irrevocable Beneficiary.

You may name a new Owner by sending written notice to us.  The Effective Date of
the change to the new Owner will be the date you sign the notice.  The change
will not affect any payment made or action taken by us before recording the
change at our Customer Service Center.

BENEFICIARIES

The primary Beneficiary surviving the Insured will receive any death Proceeds
which become payable.  Surviving contingent Beneficiaries are paid death
Proceeds only if no primary Beneficiary has survived the Insured.  If more than
one Beneficiary in a class survives the Insured, they will share the death
Proceeds equally, unless your designation provides otherwise.  If there is no
designated Beneficiary surviving, you or your estate will be paid the death
Proceeds.  The Beneficiary designation will be on file with us or at a location
designated by us.  While you are living, you may name a new Beneficiary.  The
Effective Date of the change will be the date the request was signed.  We will
pay proceeds to the most recent Beneficiary designation on file.  We will not be
subject to multiple payments.


EXCHANGE RIGHT

If, for any reason within the first 2 Policy years or within 2 years of the
Effective Date of an increase, you want to exchange this Policy for a Policy in
which values do not vary with the investment experience of the Variable Account,
we will exchange this Policy.  This transfer will not be subject to the Excess
Transfer Charge.  The exchange will be implemented by transferring your Account
Value in all the Divisions of the Variable Account to the Guaranteed Interest
Division and removing your future right to choose to allocate funds to the
Divisions of the Variable Account.  We will require a return of this Policy
before this change will be processed.

Form 1195 (VUL)
Page 24
<PAGE>
 
COLLATERAL ASSIGNMENT

You may assign this Policy as collateral security by written notice to us.  Once
it is recorded with us, the rights of the Owner and Beneficiary are subject to
the assignment.  It is your responsibility to make sure the assignment is valid.


INCONTESTABILITY

After this Policy has been in force during the Insured's life for 2 years from
the Policy date, we will not contest the statements in the application attached
at issue.

After this Policy has been in force during the Insured's life for 2 years from
the Effective Date of any increase in any benefit with respect to the Insured,
we will not contest the statements in the application for the increase.

After this Policy has been in force during the Insured's life for 2 years from 
the Effective Date of any reinstatement, we will not contest the statements in 
the application for such reinstatement.


MISSTATEMENT OF AGE OR SEX

If the age or sex of the Insured has been misstated, the death benefit will be
adjusted.  The death benefit will be that which the cost of insurance which was
deducted from your Account Value on the last Monthly Processing Date prior to
the death of the Insured would have purchased for the Insured's correct age and
sex.

SUICIDE EXCLUSION

If the Insured commits suicide, while sane or insane, within 2 years of the
Policy date, we will make a limited payment to the Beneficiary. We will pay in
one sum the amount of all Premiums paid to us during that time, minus any
outstanding Policy Loan (including accrued but unpaid interest) and Partial
Withdrawals. If the Insured commits suicide, while sane or insane, within 2
years of the Effective Date of an increase in the Stated Death Benefit, we will
make a limited payment to the Beneficiary for the increase. This payment will
equal the cost of insurance and any applicable monthly expense charges deducted
for such increase.


PERIODIC REPORTS

We will send you at least once each year a report which shows the current
Account Value, Cash Surrender Value and Premiums paid since the last report.
The report will also show the allocation of your Account Value as of the date of
the report and the amounts added to or deducted from your Account Value of each
Division since the last report.  The report will include any other information
that may be currently required by the Insurance supervisory official of the
jurisdiction in which this Policy is delivered.

Form 1195 (VUL)
Page 25
<PAGE>
 
ILLUSTRATION OF BENEFITS AND VALUES

We will send you, upon written request, a hypothetical illustration of future
death benefits and Account Values.  This illustration will include the
information as required by the laws or regulations where this Policy is
delivered.  If you request more than one illustration during a Policy year, we
will charge a reasonable fee for each additional illustration.  The maximum
amount of this fee is shown in the Schedule.


NONPARTICIPATING

The Policy does not participate in our surplus earnings.


CUSTOMER SERVICE CENTER

Our Customer Service Center is at the address shown in the Schedule.  Unless you
are otherwise notified:
     a)   All requests and payments should be sent to us at our Customer Service
          Center; and
     b)   All transactions are effective as of the Valuation Date the required
          information is received at our Customer Service Center.

                         PAYOUTS OTHER THAN AS ONE SUM
                                        
ELECTION

During the Insured's lifetime, you may elect that the Beneficiary receive the
proceeds upon death of the Insured other than in one sum.  If you have not made
an election, the Beneficiary may do so within 60 days after the Insured's death.
You may also elect to take the net Cash Surrender Value of the Policy upon its
surrender other than in one sum.  Satisfactory written request must be received
at our Customer Service Center before payment can be made.  A payee that is not
a natural person may not be named without our consent.  The various methods of
settlement are shown below.

PAYOUT OPTIONS

OPTION I.  PAYOUTS FOR A DESIGNATED PERIOD.  Payouts will be made in 1, 2, 4, or
12 installments per year as elected for a designated period, which may be 5 to
30 years.  The installment dollar amounts will be equal except for any Excess
Interest as described below.  The amount of the first monthly payout for each
$1,000 of Account Value applied is shown in Settlement Option Table I.

OPTION II.  LIFE INCOME WITH PAYOUTS FOR DESIGNATED PERIOD.  Payouts will be
made in 1, 2, 4, or 12 installments per year throughout the payee's lifetime, or
if longer, for a period of 5, 10, 15 or 20 years as elected.  The installment
dollar amounts will be equal except for any Excess Interest, as described below.
The amount of the first monthly payout for each $1,000 of Account Value applied
is shown in Settlement Option Table II.  This option is not available for ages
not shown in the Table.

OPTION III.  HOLD AT INTEREST.  Amounts may be left on deposit with us to be
paid upon the death of the payee or at any earlier date elected.  Interest on
any unpaid balance will be at the rate declared by us or at any higher rate
required by law.  Interest may be accumulated or paid in 1, 2, 4, or 12
installments per year, as elected.  Money may not be left on deposit for more
than 30 years.

Form 1195 (VUL)
Page 26
<PAGE>
 
OPTION IV.  PAYOUTS OF A DESIGNATED AMOUNT.  Payouts will be made until
proceeds, together with interest, which will be at the rate declared by us or at
any higher rate required by law, are exhausted.  Payouts will be made in 1, 2,
4, or 12 equal installments per year, as elected.

OPTION V.  OTHER.  Settlement may be made in any other manner as agreed upon in
writing between you (or the Beneficiary) and us.


CHANGE AND WITHDRAWAL

You may change an election at any time before the death of the Insured or
maturity of the Policy.  If you have given the Beneficiary the right to make
changes or withdrawals, or if the Beneficiary has elected the option, the
Beneficiary (as primary payee) may take the actions below.

     a)   Changes may be made from Payout Options I, III, and IV to another
          option.
     b)   Full withdrawals may be made under Payout Option III or IV.  Partial
          Withdrawals of not less than $300 may be made under Payout Option III.
     c)   Remaining installments under Payout Option I may be commuted at 3%
          interest and received in one sum.
     d)   Changes in any contingent payee designation may be made.

A written request must be sent to our Customer Service Center in writing to make
a change or withdrawal.  We also may require that you send in the Supplemental
Policy.  We may defer payment of commuted and withdrawable amounts for a period
up to 6 months.


EXCESS INTEREST

If we declare that Payout Options are to be credited with an interest rate above
that guaranteed, it will apply to Payout Options I, II, III, and IV.  The
crediting of excess interest for one period does not guarantee the higher rate
for other periods.  Any declared interest rate will be in effect for at least 12
months.

MINIMUM AMOUNTS

The minimum amount which may be applied under any option is $2,000.  If the
payments to the payee are ever less than $20, we may change the frequency of
payments so as to result in payments of at least that amount.


SUPPLEMENTARY POLICY

When an option becomes effective, the Policy will be surrendered in exchange for
a Supplementary Policy.  It will provide for the manner of settlement and rights
of the payees.  The Supplementary Policy's Effective Date will be the date of
the Insured's death or the date of other settlement.  The first payment under
Options I, II, and IV will be payable as of the Effective Date.  The first
interest payment under Option III will be made as of the end of the interest
payment period elected.  Subsequent payments will be made in accordance with the
frequency of payment elected.  The Supplementary Policy may not be assigned or
payments made to another without our consent.

Form 1195 (VUL)
Page 27
<PAGE>
 
INCOME PROTECTION

Unless otherwise provided in the election, a payee does not have the right to
commute, transfer or encumber amounts held or installments to become payable.
To the extent provided by law, the proceeds, amount retained, and installments
are not subject to any payee's debts, policies, or engagements.


DEATH OF PRIMARY PAYEE

Upon the primary payee's death, any payments certain under Option I or II,
interest payments under Option III, or payments under Option IV will be
continued to the contingent payee.  Or, amounts may be released in one sum if
permitted by the Policy.  The final payee will be the estate of the last to die
of the primary payee and any contingent payee.


PAYMENTS OTHER THAN MONTHLY

The tables which follow show monthly installments for Options I and II. To
arrive at annual, semiannual, or quarterly payments, multiply the appropriate
figures by 11.813, 5.962, or 2.992 respectively. Factors for other periods
certain or for other options which may be provided by mutual agreement will be
provided upon reasonable request.

Form 1195 (VUL)
Page 28
<PAGE>
 
                           SETTLEMENT OPTION TABLES


                           SETTLEMENT OPTION TABLE I

                         (Per $1,000 of Net Proceeds)

<TABLE>
<CAPTION>
- ------------------------------------------------------------
   NO. OF           MONTHLY        NO. OF        MONTHLY
YEARS PAYABLE    INSTALLMENTS  YEARS PAYABLE  INSTALLMENTS
- ------------------------------------------------------------
<S>              <C>           <C>            <C>
     1              $84.65          16             6.76 
- ------------------------------------------------------------
     2               43.05          17             6.47 
- ------------------------------------------------------------
     3               29.19          18             6.20 
- ------------------------------------------------------------
     4               22.27          19             5.97 
- ------------------------------------------------------------
     5               18.12          20             5.75 
- ------------------------------------------------------------

- ------------------------------------------------------------
     6               15.35          21             5.56 
- ------------------------------------------------------------
     7               13.38          22             5.39 
- ------------------------------------------------------------
     8               11.90          23             5.24 
- ------------------------------------------------------------
     9               10.75          24             5.09 
- ------------------------------------------------------------
     10               9.83          25             4.96 
- ------------------------------------------------------------
                                                        
- ------------------------------------------------------------
     11               9.09          26             4.84 
- ------------------------------------------------------------
     12               8.46          27             4.73 
- ------------------------------------------------------------
     13               7.94          28             4.63 
- ------------------------------------------------------------
     14               7.49          29             4.53 
- ------------------------------------------------------------
     15               7.10          30             4.45  
- ------------------------------------------------------------
</TABLE>

Form 1195 (VUL)
Page 30
<PAGE>
 
                          SETTLEMENT OPTION TABLE II

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                               (Per $1,000 of Net Proceeds)
- ---------------------------------------------------------------------------------------------------------------------
     Age of Payee Nearest               Monthly               Age of Payee Nearest               Monthly
     Birthday When First              Installment             Birthday When First              Installments
    Installment is Payable                                   Installment is Payable
- -----------------------------------------------------------------------------------------------------------------
                5 Years      10 Years  15 Years  20 Years                   5 Years  10 Years  15 Years  20 Years  
 Male  Female   Certain      Certain   Certain   Certain    Male    Female  Certain  Certain   Certain   Certain   
- --------------------------- ------------------------------------------------------------------------------------- 
<S>    <C>      <C>          <C>       <C>       <C>        <C>     <C>     <C>      <C>       <C>       <C>       
  15     20      3.31         3.31      3.31      3.31      33       38     3.77      3.77      3.75      3.74    
- ----------------------------------------------------------------------------------------------------------------- 
  16     21      3.33         3.33      3.33      3.32      34       39     3.80      3.80      3.79      3.77    
- ----------------------------------------------------------------------------------------------------------------- 
  17     22      3.35         3.35      3.34      3.34      35       40     3.84      3.84      3.83      3.81    
- ----------------------------------------------------------------------------------------------------------------- 
  18     23      3.37         3.37      3.36      3.36      36       41     3.88      3.88      3.87      3.84    
- ----------------------------------------------------------------------------------------------------------------- 
  19     24      3.39         3.38      3.38      3.38      37       42     3.93      3.93      3.91      3.88    
- ----------------------------------------------------------------------------------------------------------------- 
  20     25      3.41         3.40      3.40      3.40      38       43     3.97      3.97      3.95      3.92    
- ----------------------------------------------------------------------------------------------------------------- 
  21     26      3.43         3.43      3.42      3.42      39       44     4.02      4.02      4.00      3.96    
- ----------------------------------------------------------------------------------------------------------------- 
  22     27      3.45         3.45      3.44      3.44      40       45     4.07      4.07      4.05      4.00    
- ----------------------------------------------------------------------------------------------------------------- 
  23     28      3.47         3.47      3.47      3.46      41       46     4.13      4.13      4.09      4.05    
- ----------------------------------------------------------------------------------------------------------------- 
  24     29      3.50         3.49      3.49      3.48      42       47     4.18      4.18      4.14      4.09    
- ----------------------------------------------------------------------------------------------------------------- 
  25     30      3.52         3.52      3.57      3.51      43       48     4.24      4.24      4.20      4.14    
- ----------------------------------------------------------------------------------------------------------------- 
  26     31      3.55         3.54      3.54      3.53      44       49     4.30      4.30      4.25      4.18    
- ----------------------------------------------------------------------------------------------------------------- 
  27     32      3.58         3.57      3.57      3.56      45       50     4.36      4.36      4.31      4.23    
- ----------------------------------------------------------------------------------------------------------------- 
  28     33      3.60         3.60      3.59      3.58      46       51     4.43      4.43      4.37      4.28    
- ----------------------------------------------------------------------------------------------------------------- 
  29     34      3.64         3.63      3.60      3.61      47       52     4.49      4.49      4.43      4.34    
- ----------------------------------------------------------------------------------------------------------------- 
  30     35      3.67         3.66      3.65      3.64      48       53     4.56      4.56      4.49      4.39    
- ----------------------------------------------------------------------------------------------------------------- 
  31     36      3.70         3.70      3.69      3.67      49       54     4.64      4.64      4.55      4.44    
- ----------------------------------------------------------------------------------------------------------------- 
  32     37      3.74         3.73      3.72      3.70      50       55     4.77      4.71      4.62      4.50    
- -----------------------------------------------------------------------------------------------------------------  
               
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

Form 1195 (VUL)
Page 30

<PAGE>
 
Form 1195 (VUL)
Page 30


                          SETTLEMENT OPTION TABLE II

                                  (Continued)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                              (Per $1,000 of Net Proceeds)
- ----------------------------------------------------------------------------------------------------------------------
     Age of Payee Nearest            Monthly                   Age of Payee Nearest              Monthly             
     Birthday When First           Installment                  Birthday When First            Installment 
     Installment is Payable                                   Installment is Payable      
- ---------------------------------------------------------------------------------------------------------------------- 
                     5 Years  10 Years  15 Years  20 Years                     5 Years   10 Years  15 Years  20 Years
Male      Female     Certain  Certain   Certain   Certain     Male    Female    Certain  Certain   Certain   Certain
- ----------------------------------------------------------------------------------------------------------------------  
<S>       <C>        <C>      <C>       <C>       <C>         <C>     <C>       <C>      <C>       <C>       <C>    
 51         56        4.85      4.79      4.69      4.55       69       74       7.52      7.00      6.29      5.56 
- ----------------------------------------------------------------------------------------------------------------------
 52         57        4.94      4.87      4.76      4.61       70       75       7.77      7.17      6.38      5.60 
- ----------------------------------------------------------------------------------------------------------------------
 53         58        5.04      4.96      4.84      4.67       71       76       8.04      7.35      6.47      5.63 
- ----------------------------------------------------------------------------------------------------------------------
 54         59        5.14      5.05      4.91      4.73       72       77       8.32      7.53      6.55      5.66 
- ----------------------------------------------------------------------------------------------------------------------
 55         60        5.24      5.14      4.99      4.79       73       78       8.62      7.71      6.63      5.68 
- ----------------------------------------------------------------------------------------------------------------------
 56         61        5.35      5.24      5.07      4.85       74       79       8.94      7.89      6.71      5.70 
- ----------------------------------------------------------------------------------------------------------------------
 57         62        5.47      5.34      5.15      4.91       75       80       9.28      8.07      6.78      5.72 
- ----------------------------------------------------------------------------------------------------------------------
 58         63        5.59      5.45      5.24      4.97       76       81       9.63      8.25      6.84      5.73 
- ----------------------------------------------------------------------------------------------------------------------
 59         64        5.71      5.56      5.33      5.03       77       82      10.00      8.43      6.89      5.74 
- ----------------------------------------------------------------------------------------------------------------------
 60         65        5.85      5.68      5.42      5.10       78       83      10.39      8.60      6.94      5.74 
- ----------------------------------------------------------------------------------------------------------------------
 61         66        5.99      5.80      5.51      5.16       79       84      10.80      8.77      6.98      5.75 
- ----------------------------------------------------------------------------------------------------------------------
 62         67        6.15      5.93      5.61      5.21       80       85      11.22      8.93      7.01      5.75  
- ----------------------------------------------------------------------------------------------------------------------
 63         68        6.31      6.07      5.70      5.27       81               11.66      9.08      7.04      5.75
- ----------------------------------------------------------------------------------------------------------------------
 64         69        6.48      6.21      5.80      5.33       82               12.12      9.21      7.06      5.75
- ----------------------------------------------------------------------------------------------------------------------
 65         70        6.66      6.35      5.90      5.38       83               12.60      9.34      7.07      5.75
- ----------------------------------------------------------------------------------------------------------------------
 66         71        6.86      6.50      6.00      5.43       84               13.09      9.44      7.08      5.75
- ----------------------------------------------------------------------------------------------------------------------
 67         72        7.07      6.66      6.10      5.48       85               13.59      9.54      7.09      5.75
- ----------------------------------------------------------------------------------------------------------------------
 68         73        7.29      6.83      6.19      5.52       
- ----------------------------------------------------------------------------------------------------------------------

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

Form 1195 (VUL)
Page 31
<PAGE>
 
                   Security Life of Denver Insurance Company
                            Denver, Colorado 80203

IMPORTANT INFORMATION ABOUT COVERAGE UNDER THE TEXAS LIFE, ACCIDENT, HEALTH AND 
               HOSPITAL SERVICE INSURANCE GUARANTY ASSOCIATION.

Texas law establishes a system administered by the Texas Life, Accident, Health 
and Hospital Service Insurance Guaranty Association (the "Association"), to 
protect policyholders if their life or health insurance company fails to or 
cannot meet its contractual obligations. Only the policyholders of insurance 
companies which are members of the Association are eligible for this protection.
However, even if a company is a member of the Association, protection is limited
and policyholders must meet certain guidelines to qualify. (This law is found in
the Texas Insurance Code, Article 21.28-D.)

BECAUSE OF STATUTORY LIMITATIONS ON POLICYHOLDER PROTECTION, IT IS POSSIBLE THAT
THE ASSOCIATION MAY NOT COVER YOUR POLICY OR MAY NOT COVER YOUR POLICY IN FULL.

ELIGIBILITY FOR PROTECTION BY THE ASSOCIATION

When an insurance company which is a member of the Association is designated as 
impaired by the Texas Commissioner of Insurance, the Association provides 
coverage to policyholders who are:

     . RESIDENTS OF TEXAS at the time that their insurance company is impaired.

     . RESIDENTS OF OTHER STATES, ONLY if the following conditions are met: 
          1) The policyholder has a policy with a company based in Texas;
          2) The company has never held a license in the policyholder's state of
             residence;
          3) The policyholder's state of residence has a similar guaranty 
             association; and 
          4) The policyholder is not eligible for coverage by the guaranty 
             association of the policyholders state of residence.

LIMITS OF PROTECTION BY THE ASSOCIATION

ACCIDENT, ACCIDENT AND HEALTH, OR HEALTH INSURANCE:

     . up to a total of $200,000 for one or more policies for each individual 
       covered.

LIFE INSURANCE:

     . net cash surrender value up to a total of $100,000 under one or more 
       policies on any one life; or 

     . death benefits up to a total of $300,000 under one or more policies on 
       any one life.

INDIVIDUAL ANNUITIES:

     . net cash surrender amount up to a total of $100,000 under one or more 
       policies owned by one contractholder.

E-1322
Page 1
<PAGE>
 
GROUP ANNUITIES:

     . net cash surrender amount up to $100,000 in allocated benefits under one 
       or more policies owned by one contractholder; or

     . net cash surrender amount up to $5,000,000 in unallocated benefits under 
       one contractholder regardless of the number of contracts.

THE INSURANCE COMPANY AND ITS AGENTS ARE PROHIBITED BY LAW FROM USING THE 
EXISTENCE OF THE ASSOCIATION FOR THE PURPOSE OF SALES, SOLICITATION, OR 
INDUCEMENT TO PURCHASE ANY FORM OF INSURANCE.

WHEN YOU ARE SELECTING AN INSURANCE COMPANY, YOU SHOULD NOT RELY ON COVERAGE 
BY THE ASSOCIATION.

Texas Life, Accident, Health and Hospital          Texas Department of Insurance
Service Insurance Guaranty Association             P.O. Box 149104
301 Congress, Suite 500                            Austin, Texas 78714-9104
Austin, Texas 78701                                800-252-3439 
800-982-6362                                                    

E-1322
Page 2
<PAGE>
 
       THIS POLICY IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFITS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE.  THESE VALUES MAY
INCREASE OR DECREASE BASED ON INVESTMENT EXPERIENCE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.  DEATH BENEFITS ARE PAYABLE BY US UPON THE DEATH OF THE
INSURED PRIOR TO THE MATURITY DATE.  YOUR NET ACCOUNT VALUE, IF ANY, IS PAYABLE
BY US IF THE INSURED IS LIVING AS OF THE MATURITY DATE.  FLEXIBLE PREMIUMS ARE
PAYABLE BY YOU DURING THE LIFETIME OF THE INSURED UNTIL THE MATURITY DATE.



                              FOR INFORMATION, OR
                              TO MAKE A COMPLAINT
                             CALL: [1-800-933-5858]



                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                                A Stock Company

                            Customer Service Center
                 P.O. BOX 173763, Denver, Colorado 80217-3763
                       Toll Free Number:  1(800)933-5858


Form 1195 (VUL) - TX

<PAGE>
     
                                                         EXHIBIT 1.A (5)(b)     

                        ADJUSTABLE TERM INSURANCE RIDER

This Rider is a part of the policy to which it is attached if this Rider is
shown in the Schedule. This Rider must be read with all Policy provisions. This
Rider does not participate in our surplus earnings. This Rider has no loan
provision or Cash Surrender Value. The Rider effective date is the Policy Date
or, if added later, the Monthly Processing Date on or next following the date
your application for this Rider is approved by us.

THE DEATH BENEFIT.  Subject to all Rider's terms and upon receipt of due proof 
that the Insured died while this Rider was in force, we will determine the 
benefit payable to the Beneficiary which will provide the Target Death Benefit.

The amount of the term death benefit is the difference, at the time of the
determination of Death Proceeds, between the Target Death Benefit and the Base
Death Benefit provided by the Policy. In no event will this benefit be less than
zero. The term death benefit is not increased or decreased by Policy Loan
activity. For example, if the Target Death Benefit is $100,000 at the time of
determination and the Base Death Benefit is $60,000 at the time of
determination, this Rider's death benefit is $40,000.

The Target Death Benefit is shown in the Schedule attached to your Policy. It
may be a constant amount or it may change at the beginning of a Policy year. At
issue, the maximum amount of Target Death Benefit is equal to five times the
Stated Death Benefit of your Policy. The Target Death Benefit may be reduced if
there is a Partial Withdrawal. If a Partial Withdrawal reduces the Stated Death
Benefit of your Policy, the Target Death Benefit for the current year and all
future years will be reduced by an amount equal to the reduction in the Stated
Death Benefit and you will receive a new Schedule reflecting the new Target
Death Benefit. See your Policy for details.

The Stated Death Benefit provided by your Policy is defined in your Policy.

DEFINITIONS.  The Insured means the person Insured under the Policy to which 
this Rider is attached.

SURRENDER CHARGE. There is no Surrender Charge applicable to this Rider.

COST OF INSURANCE.  The cost of insurance for this Rider is determined on a 
monthly basis. The cost is added to the Policy's monthly deduction from the 
Account Value as of each Monthly Processing Date until this Rider terminates. 
The cost of insurance rates will be determined by us from time to time. They 
will be based on the issue Age and Premium Class of the Insured, as well as the 
duration since the Policy Date. The cost of insurance for this Rider is 
calculated as the monthly cost of insurance rate multiplied by the death benefit
(in thousands) or the Rider.

The monthly guaranteed maximum cost of insurance rates per $1,000 for this Rider
are shown in the Schedule on the Target Death Benefit Schedule attached to your
Policy.

OWNER.  The Owner of the Policy is the Owner of this Rider.

INCONTESTABILITY. After this Rider has been in force during the Insured's life 
for two years from the Policy Date, we will not contest the statements in the
application for this Rider attached at the time the Rider is issued.

After this Rider has been in force during the Insured's life for two years from 
the effective date of any increase in the amount of insurance, we will not 
contest the statements in the application for the increase.

Form R2001-3/96
Page 1
<PAGE>
 
After this Rider has been in force during the Insured's life for two years from 
the effective date of any reinstatement of the Rider, we will not contest the 
statements regarding the insured in the application for such reinstatement of 
this Rider.

SUICIDE EXCLUSION. If the Insured commits suicide, while sane or insane, within 
two years of the Rider effective date, we will make a limited payment to the
Beneficiary. We will pay in one sum the amount of the cost of insurance for this
Rider which was deducted from the Account Value. If the Insured commits suicide,
while sane or insane, within two years of the effective date of any increase in 
the amount of insurance under this Rider, we will make a limited payment to the 
Beneficiary for the increase. This payment will equal the cost of insurance 
which was deducted from the Account Value for the increased portion of the death
benefit.

MISSTATEMENT OF AGE. If the Insured's Age has been misstated, any amount payable
by us will be adjusted. The amount payable will be that which the cost of 
insurance which was deducted from the Account Value as of the last Monthly 
Processing Date prior to the death of the Insured would have purchased for the 
Insured's correct Age.

CHANGE IN AMOUNT OF COVERAGE. On any Policy anniversary after the first Rider 
anniversary, the Target Death Benefit under this Rider may be changed. The
Target Death Benefit may be increased or decreased by sending a written request
to our Customer Service Center. Any request for increased death benefits will
automatically be an increase to the Stated Death Benefit as well as to the
Target Death Benefit unless you specifically request an increase to only the
Target Death Benefit. You may increase or decrease the Target Death Benefit only
once each Policy year. You may not increase insurance coverage provided by this
Rider after the Insured is Age 85. Any change in coverage may not be for an
amount less than $1,000. Such change is subject to the following conditions:

a)   Any requested decrease in Target Death Benefit is subject to our approval.
     Our approval may be conditioned on eliminating any future scheduled
     increases to the Target Death Benefit.

b)   Any request for an increase must be applied for on a supplemental
     application. The increase is subject to evidence satisfactory to us that
     the Insured is still insurable for the same Premium Class as this Policy
     according to our normal rules of underwriting for this type of Policy. An
     increase will also be subject to the existence of sufficient Net Cash
     Surrender Value to cover the monthly deduction for the next two months.

c)   For any increase or addition to coverage, the effective date will be the
     Policy anniversary that falls on or next follows the date the supplemental
     application is approved by us. For any decrease in coverage, the effective
     date will be the Policy anniversary that falls on or next follows receipt
     of the written request to reduce coverage. For any change in coverage, a
     supplemental schedule will be issued.

DECREASE IN STATED DEATH BENEFIT. Any requested decrease in the Stated Death 
Benefit in the policy shall eliminate any future scheduled increases in the 
Target Death Benefit. We may choose not to eliminate these increases upon 
submission of evidence satisfactory to us that the insured is still insurable 
for the same Premium Class as this Policy according to our normal rules.

TERMINATION. This Rider will terminate on the earliest of the following dates:

1.   the expiration of the grace period of the Policy;


Form R2001-3/96
Page 2
<PAGE>
 
2.   the termination or surrender of the Policy;

3.   the receipt by us of a written request from you to cancel this Rider on any
     Monthly Processing Date;

4.   the Policy anniversary nearest the 100th birthday of the Insured.

Any deduction for the cost of insurance after termination of this Rider will not
be considered a reinstatement of this Rider nor a waiver by us of the 
termination. Any such deduction will be credited to the Account Value of the 
Policy as of the date of the deduction.

REINSTATEMENT. If you reinstate you Policy under the reinstatement provisions 
provided in the Policy, this rider will be reinstated.





Signed for the Company at Denver, Colorado

SECURITY LIFE OF DENVER INSURANCE COMPANY



/s/ Eugene L. Copeland
SECRETARY


Form R2001-3/96
Page 3

<PAGE>
 
                                                                       Exhibit 6

[LOGO OF SECURITY LIFE]

April 17, 1997


Security Life of Denver Insurance Company
1290 Broadway
Denver, CO 80203-5699

Re:       Security Life Separate Account L1
          Post-Effective Amendment No. 4; SEC File No. 33-74190

Gentlemen:

In my capacity as Variable Products Portfolio Manager and Actuarial Officer of 
Security Life of Denver Insurance Company ("Security Life"), I have provided 
actuarial advice concerning:

          .    The preparation of Post-Effective Amendment No. 4 to the
               Registration Statement on Form S-6 (File No. 33-74190) to be
               filed by Security Life and its Security Life Separate Account L1
               (the "Separate Account") with the Securities and Exchange
               Commission ("SEC") under the Securities Act of 1933 with respect
               to the "Firstline" variable universal life insurance policy; and

          .    The preparation of the policy forms for the variable universal
               life insurance policy described in Post-Effective Amendment No. 4
               (the "Policy").

It is my professional opinion that

1.   The aggregate fees and charges under the Policy are reasonable in relation
     to the services rendered, the expenses expected to be incurred, and the
     risks assumed by Security Life.

2.   The illustrations of death benefits, account value, cash surrender value,
     and total premiums paid plus interest at 5 percent shown in the Prospectus,
     based on the assumptions stated in the illustration, are consistent with
     the provisions of the Policy. The rate structure of the Policy has not been
     designed so as to make the relationship between premiums and benefits, as
     shown in the illustrations included, appear to be correspondingly more
     favorable to prospective buyers than other illustrations which could have
     been provided at other combinations of ages, sex of the insured, death
     benefit option and amount, definition life insurance test, premium class,
     and premium amounts. Insureds of other premium classes may have higher
     costs of insurance charges.

<PAGE>
 
Security Life of Denver Insurance Company
April 17, 1997
Page Two


3.   All other numerical examples shown in the Prospectus are consistent with
     the Policy and our other practices, and have not been designed to appear
     more favorable to prospective buyers that other examples which could have
     been provided.

I hereby consent to the filing of this opinion as an Exhibit to Post-Effective 
Amendment No. 4 to the Registration Statement and the use of my name under the 
heading "Experts" in the Prospectus.

Sincerely,

/s/ Shirley A. Knarr
Shirley A. Knarr, FSA, MAAA

SK:bjm

<PAGE>
 
                                                                       Exhibit 7


                        Consent of Independent Auditors

We consent to the reference to our firm under the captions "Experts" and 
"Financial Statements" and to the use of our reports dated April 9, 1997 (with 
respect to the financial statements of Security Life Separate Account L1) and 
April 11, 1997 (with respect to the financial statements of Security Life of 
Denver Insurance Company), included in Post-Effective Amendment No. 4 to the 
Registration Statement (Form S-6 No. 33-74190) and related Prospectus of 
Security Life of Denver Insurance Company and Security Life Separate Account L1 
dated May 1, 1997.


                                              /s/ Ernst & Young LLP
                                                  ERNST & YOUNG LLP

Denver, Colorado
April 28, 1996

<PAGE>
 
    
                                                                 EXHIBIT 8      

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Security Life of Denver Insurance Company, a life insurance
corporation organized and existing under the laws of Colorado, does hereby
constitute and appoint John R. Barmeyer, Edward K. Campbell, Carol D. Hard,
Shirley A. Knarr, and each of them, with full power of substitution as his true
and lawful attorney and agent, to do any and all acts and things and to execute
any and all instruments which said attorney and agent may deem necessary or
advisable:

     (i)  to enable the said corporation to comply with the Securities Act of
          1993, as amended, the Investment Company Act of 1940, as amended, and
          any rules, regulations and requirements of the Securities and Exchange
          Commission in respect hereof, in connection with the registration
          under the said Securities Act and the Investment Company Act of
          variable life insurance contracts and variable annuity contracts of
          the said corporation (hereinafter collectively called "SLD
          Securities"), including specifically, but without limiting the
          generality of the foregoing, the power and authority to sign for and
          on behalf of the undersigned the name of the undersigned as officer
          and/or director of the said corporation to a registration statement or
          to any amendment thereto filed with the Securities and Exchange
          Commission in respect to said SLD Securities and to any instrument or
          document filed as part of, as an exhibit to or in connection with,
          said registration statement or amendment; and

     (ii) to register or qualify said SLD Securities for sale and to register or
          license said corporation or any subsidiary thereof as a broker or
          dealer in said SLD Securities under the securities or Blue Sky Laws of
          all such states as may be necessary or appropriate to permit therein
          the offering and sale of said SLD Securities as contemplated by said
          registration statement, including specifically, but without limiting
          the generality of the foregoing, the power and authority to sign for
          and on behalf of the undersigned the name of the undersigned as an
          officer and/or director of said corporation to any application,
          statement, petition, prospectus, notice or other instrument or
          document, or to any amendment thereto, or to any exhibit filed as a
          part thereto or in connection therewith, which is required to be
          signed by the undersigned and to be filed with the public authority or
          authorities administering said securities or blue sky laws for the
          purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 28th day
of March, 1997.


/s/ Stephen M. Christopher
- ---------------------------


In the Presence of: /s/ Shirley A. Knarr
                   ----------------------
<PAGE>
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Security Life of Denver Insurance Company, a life insurance
corporation organized and existing under the laws of Colorado, does hereby
constitute and appoint John R. Barmeyer, Edward K. Campbell, Carol D. Hard,
Shirley A. Knarr, and each of them, with full power of substitution as his true
and lawful attorney and agent, to do any and all acts and things and to execute
any and all instruments which said attorney and agent may deem necessary or
advisable:

     (i)  to enable the said corporation to comply with the Securities Act of
          1933, as amended, the Investment Company Act of 1940, as amended, and
          any rules, regulations and requirements of the Securities and Exchange
          Commission in respect hereof, in connection with the registration
          under the said Securities Act and the Investment Company Act of
          variable life insurance contracts and variable annuity contracts of
          the said corporation (hereinafter collectively called "SLD
          Securities"), including specifically, but without limiting the
          generality of the foregoing, the power and authority to sign for and
          on behalf of the undersigned the name of the undersigned as officer
          and/or director of the said corporation to a registration statement or
          to any amendment thereto filed with the Securities and Exchange
          Commission in respect to said SLD Securities and to any instrument or
          document filed as part of, as an exhibit to or in connection with,
          said registration statement or amendment; and

     (ii) to register or qualify said SLD Securities for sale and to register or
          license said corporation or any subsidiary thereof as a broker or
          dealer in said SLD Securities under the securities or Blue Sky Laws of
          all such states as may be necessary or appropriate to permit therein
          the offering and sale of said SLD Securities as contemplated by said
          registration statement, including specifically, but without limiting
          the generality of the foregoing, the power and authority to sign for
          and on behalf of the undersigned the name of the undersigned as an
          officer and/or director of said corporation to any application,
          statement, petition, prospectus, notice or other instrument or
          document, or to any amendment thereto, or to any exhibit filed as a
          part thereto or in connection therewith, which is required to be
          signed by the undersigned and to be filed with the public authority or
          authorities administering said securities or blue sky laws for the
          purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 8th day
of April, 1997.



/s/ Thomas F. Conroy
- ---------------------

In the Presence of: /s/ Shirley A. Knarr
                   ----------------------
<PAGE>
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Security Life of Denver Insurance Company, a life insurance
corporation organized and existing under the laws of Colorado, does hereby
constitute and appoint John R. Barmeyer, Edward K. Campbell, Carol D. Hard,
Shirley A. Knarr, and each of them, with full power of substitution as his true
and lawful attorney and agent, to do any and all acts and things and to execute
any and all instruments which said attorney and agent may deem necessary or
advisable:

     (i)  to enable the said corporation to comply with the Securities Act of
          1933, as amended, the Investment Company Act of 1940, as amended, and
          any rules, regulations and requirements of the Securities and Exchange
          Commission in respect hereof, in connection with the registration
          under the said Securities Act and the Investment Company Act of
          variable life insurance contracts and variable annuity contracts of
          the said corporation (hereinafter collectively called "SLD
          Securities"), including specifically, but without limiting the
          generality of the foregoing, the power and authority to sign for and
          on behalf of the undersigned the name of the undersigned as officer
          and/or director of the said corporation to a registration statement or
          to any amendment thereto filed with the Securities and Exchange
          Commission in respect to said SLD Securities and to any instrument or
          document filed as part of, as an exhibit to or in connection with,
          said registration statement or amendment; and

     (ii) to register or qualify said SLD Securities for sale and to register or
          license said corporation or any subsidiary thereof as a broker or
          dealer in said SLD Securities under the securities or Blue Sky Laws of
          all such states as may be necessary or appropriate to permit therein
          the offering and sale of said SLD Securities as contemplated by said
          registration statement, including specifically, but without limiting
          the generality of the foregoing, the power and authority to sign for
          and on behalf of the undersigned the name of the undersigned as an
          officer and/or director of said corporation to any application,
          statement, petition, prospectus, notice or other instrument or
          document, or to any amendment thereto, or to any exhibit filed as a
          part thereto or in connection therewith, which is required to be
          signed by the undersigned and to be filed with the public authority or
          authorities administering said securities or blue sky laws for the
          purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 16th day
of April, 1997.



/s/ Michael W. Cunningham
- --------------------------

In the Presence of: /s/ Irene M. Colorosa
                   -----------------------
<PAGE>
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Security Life of Denver Insurance Company, a life insurance
corporation organized and existing under the laws of Colorado, does hereby
constitute and appoint Bonnie C. Daily, Frank Wright and Edward K. Campbell and
each of them, with full power of substitution as his true and lawful attorney
and agent, to do any and all acts and things and to execute any and all
instruments which said attorney and agent may deem necessary or advisable:

     (i)  to enable the said corporation to comply with the Securities Act of
          1933, as amended, the Investment Company Act of 1940, as amended, and
          any rules, regulations and requirements of the Securities and Exchange
          Commission in respect hereof, in connection with the registration
          under the said Securities Act and the Investment Company Act of
          variable life insurance contracts and variable annuity contracts of
          the said corporation (hereinafter collectively called "SLD
          Securities"), including specifically, but without limiting the
          generality of the foregoing, the power and authority to sign for and
          on behalf of the undersigned the name of the undersigned as officer
          and/or director of the said corporation to a registration statement or
          to any amendment thereto filed with the Securities and Exchange
          Commission in respect to said SLD Securities and to any instrument or
          document filed as part of, as an exhibit to or in connection with,
          said registration statement or amendment; and

     (ii) to register or qualify said SLD Securities for sale and to register or
          license said corporation or any subsidiary thereof as a broker or
          dealer in said SLD Securities under the securities or Blue Sky Laws of
          all such states as may be necessary or appropriate to permit therein
          the offering and sale of said SLD Securities as contemplated by said
          registration statement, including specifically, but without limiting
          the generality of the foregoing, the power and authority to sign for
          and on behalf of the undersigned the name of the undersigned as an
          officer and/or director of said corporation to any application,
          statement, petition, prospectus, notice or other instrument or
          document, or to any amendment thereto, or to any exhibit filed as a
          part thereto or in connection therewith, which is required to be
          signed by the undersigned and to be filed with the public authority or
          authorities administering said securities or blue sky laws for the
          purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorney and agent shall do or cause to be done by virtue hereof.
    
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 17th day
of May, 1995.      



/s/ Linda B. Emory
- -------------------
Linda B. Emory


In the Presence of: /s/ Wendy Waterman
                   --------------------
<PAGE>
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Security Life of Denver Insurance Company, a life insurance
corporation organized and existing under the laws of Colorado, does hereby
constitute and appoint John R. Barmeyer, Edward K. Campbell, Carol D. Hard,
Shirley A. Knarr, and each of them, with full power of substitution as his true
and lawful attorney and agent, to do any and all acts and things and to execute
any and all instruments which said attorney and agent may deem necessary or
advisable:

     (i)  to enable the said corporation to comply with the Securities Act of
          1933, as amended, the Investment Company Act of 1940, as amended, and
          any rules, regulations and requirements of the Securities and Exchange
          Commission in respect hereof, in connection with the registration
          under the said Securities Act and the Investment Company Act of
          variable life insurance contracts and variable annuity contracts of
          the said corporation (hereinafter collectively called "SLD
          Securities"), including specifically, but without limiting the
          generality of the foregoing, the power and authority to sign for and
          on behalf of the undersigned the name of the undersigned as officer
          and/or director of the said corporation to a registration statement or
          to any amendment thereto filed with the Securities and Exchange
          Commission in respect to said SLD Securities and to any instrument or
          document filed as part of, as an exhibit to or in connection with,
          said registration statement or amendment; and

     (ii) to register or qualify said SLD Securities for sale and to register or
          license said corporation or any subsidiary thereof as a broker or
          dealer in said SLD Securities under the securities or Blue Sky Laws of
          all such states as may be necessary or appropriate to permit therein
          the offering and sale of said SLD Securities as contemplated by said
          registration statement, including specifically, but without limiting
          the generality of the foregoing, the power and authority to sign for
          and on behalf of the undersigned the name of the undersigned as an
          officer and/or director of said corporation to any application,
          statement, petition, prospectus, notice or other instrument or
          document, or to any amendment thereto, or to any exhibit filed as a
          part thereto or in connection therewith, which is required to be
          signed by the undersigned and to be filed with the public authority or
          authorities administering said securities or blue sky laws for the
          purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 15th day
of April, 1997.



/s/ R. Glenn Hilliard
- ----------------------

In the Presence of: /s/ Judy R. Martin
                   --------------------

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 6
       
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</TABLE>


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