SECURITY LIFE SEPARATE ACCOUNT L1
S-6/A, 1999-03-30
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    As filed with the Securities and Exchange Commission on March 30, 1999

                                                      Registration No. 333-72753

                       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

                                 Pre-Effective Amendment No. 1

                                -----------------
                        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)



                                                 Copy to:
GARY W. WAGGONER, ESQ.                           KIMBERLY J. SMITH, ESQ.
Security Life of Denver Insurance Company        Sutherland Asbill & Brennan LLP
1290 Broadway                                    1275 Pennsylvania Avenue, NW
Denver, Colorado 80203-5699                      Washington, D.C. 20004-2415
                                                 (202) 383-0314

(Name and Address of Agent for Service)


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



Title of securities being registered: Variable last survivor life insurance
policies.

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

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


Form V-91-99

<PAGE>




                SECURITY LIFE SEPARATE ACCOUNT L1 (File No. 333-72753)
                              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 of Amounts in the Divisions of the Variable
                                            Account; Charges, Deductions and Refunds;
                                            Surrender; Partial Withdrawals; The Guaranteed
                                            Interest Division; Transfers of Account Value;
                                            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
                                            Variable Last Survivor Universal Life Policy;
                                            General Policy Provisions; The Guaranteed
                                            Interest Division

11, 12                                      Security Life Separate Account L1

13                                          Policy Summary; Charges, Deductions and Refunds;
                                            and Group or Sponsored Arrangements or
                                            Corporate Purchasers
</TABLE>

                                       ii

<PAGE>



<TABLE>
<CAPTION>


Form N-8B-2 Item No.                        Caption in Prospectus
<S>                                         <C>


14, 15                                      Policy Summary; Free Look Period or Right to
                                            Examine Period; General Policy
                                            Provisions; Applying for a Policy

16                                          Premiums; Allocation of Net Premiums; How We
                                            Calculate Accumulation Unit Values for Each
                                            Division

17                                          Premium Payments Affect Your Coverage;
                                            Surrender; Partial Withdrawal

18                                          Policy Summary; Tax Considerations; Detailed
                                            Information about the Variable Last Survivor
                                            Universal Life Policy; Security Life Separate
                                            Account L1; Persistency Refund

19                                          Reports to Owners; Notification and
                                            Claims Procedures; Performance Information
                                            (Appendix C)

20                                          See 10(g) & 10(a)

21                                          Policy Loans

22                                          Policy Summary; Premiums; Grace Period; Security
                                            Life Separate Account L1; Detailed Information
                                            about the Variable Last Survivor 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)                           General Policy Provisions; Distribution of
                                            the Policies; Security Life of Denver Insurance
                                            Company

41(b), 41(c), 42, 43                        Inapplicable

44                                          Determining the Value in the Variable Divisions;
                                            How We Calculate Accumulation Unit Values
                                            for Each Division

45                                          Inapplicable

46                                          Partial Withdrawals; Detailed Information about
                                            the Variable Last Survivor Universal Life
                                            Policy

47, 48, 49, 50                              Inapplicable

51                                          Detailed Information about the Variable Last Survivor
                                            Universal Life Policy

52                                          Determining the Value in the Variable Divisions;
                                            Right to Change Operations

53(a)                                       Tax Considerations

53(b), 54, 55                               Inapplicable

56, 57, 58                                  Inapplicable

59                                          Financial Statements
</TABLE>

                                       iv

<PAGE>
                                   Prospectus

                      VARIABLE LAST SURVIVOR UNIVERSAL LIFE
           A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                                    issued by

                    SECURITY LIFE OF DENVER INSURANCE COMPANY
                                       AND
                        SECURITY LIFE SEPARATE ACCOUNT L1

Consider carefully the policy charges, deductions, and refunds beginning on page
48 in this prospectus.

You should read this prospectus and keep it for future reference. A prospectus
for each underlying investment portfolio must accompany and should be read
together with this prospectus.

This policy is not available in all jurisdictions. This policy is not offered in
any jurisdiction where this type of offering is not legal. Depending on the
state where it is issued, policy features may vary. You should rely only on the
information contained in this prospectus. We have not authorized anyone to
provide you with information that is different.

Replacing your existing life insurance policy(ies) with this policy may not be
beneficial to you.


YOUR POLICY
     o  is a flexible premium variable joint and survivor universal life
        insurance policy;
     o  is issued on two lives on whom insurance coverage may continue, in whole
        or in part, until both have died;
     o  is issued by Security Life of Denver Insurance Company; and
     o  is returnable by you during the free look period or right to examine
        period if you are not satisfied.

YOUR POLICY PREMIUM PAYMENTS
     o  are flexible, so the premium amount and frequency may vary;
     o  are allocated to variable investment divisions and the guaranteed
        interest division, based on your instructions;
     o  are invested in shares of the underlying investment portfolios under
        each variable division; and
     o  can be invested in up to eighteen investment options over the policy's
        lifetime.

YOUR ACCOUNT VALUE
     o  is the sum of your holdings in the variable divisions, the guaranteed
        interest division and the loan division;
     o  has no guaranteed minimum cash value under the variable divisions. The
        value varies with the value of the matching investment portfolio;
     o  has a minimum guaranteed rate of return if you have an amount in the
        guaranteed interest division; and
     o  is subject to various expenses and charges, including possible surrender
        charges.

DEATH PROCEEDS
     o  are paid if the policy is still in force at the second death of the two
        insured people;
     o  are equal to the death benefit minus outstanding policy loans, accrued
        loan interest and unpaid charges incurred before the second insured
        person dies;
     o  are calculated under your choice of options;
         * Option 1- a fixed minimum death benefit
         * Option 2- a stated death benefit plus your account value; and
     o  enhanced death benefit corridor option - available with either option 1
        or option 2 to increase death benefit coverage based on life expectancy
        with sufficient funding; and
     o  are generally not federally income taxed if your policy continues to
        meet the federal income tax definition of life insurance.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 DATE OF PROSPECTUS ________________ ____, 1999

Form V-91-99

<PAGE>

<TABLE>
<S>               <C>                                <C>                        <C>
ISSUED BY:        Security Life of Denver            UNDERWRITTEN BY:           ING America Equities, Inc.
                      Insurance Company                                         1290 Broadway
                  Security Life Center                                          Denver, CO 80203-5699
                  1290 Broadway                                                 (303) 860-2000
                  Denver, CO 80203-5699
                  (800) 525-9852


THROUGH ITS:      Security Life Separate Account L1


ADMINISTERED BY:  Customer Service Center
                  P.O. Box 173888
                  Denver, CO 80217-3888
                  (800) 848-6362
</TABLE>


- --------------------------------------------------------------------------------
Variable Last Survivor                 2

<PAGE>



TABLE OF CONTENTS


POLICY SUMMARY.................................................................8
         Your Policy...........................................................8
         Free Look Period or Right to Examine Period...........................8
         Your Policy Premiums..................................................8
                  Allocation of Net Premiums...................................8
         Variable Divisions....................................................8
         Policy Values.........................................................9
                  Your Account Value in the Variable Divisions.................9
         Transfers of Account Values..........................................10
         Special Policy Features..............................................10
                  Additional Benefits.........................................10
                  Dollar Cost Averaging.......................................10
                  Automatic Rebalancing.......................................10
                  Loans    ...................................................10
                  Partial Withdrawals.........................................10
                  Persistency Refund..........................................10
         Policy Modification, Termination and Continuation Features...........10
                  Right to Exchange Policy....................................10
                  Policy Split Option.........................................10
                  Surrender...................................................10
                  Lapse    ...................................................10
                  Reinstatement...............................................11
                  Continuation of Coverage....................................11
         Death Benefits.......................................................11
         Charges and Deductions...............................................11
                  Deductions from Premium.....................................11
                  Deductions from the Variable Divisions......................11
                  Monthly Deductions from Your Account Value..................12
                  Policy Transaction Fees.....................................12
                  Administrative Fees.........................................12
                  Allocation Change Fee.......................................12
                  Surrender Charges...........................................12
                  Charges from Investment Portfolios..........................12
         Tax Considerations...................................................12

INFORMATION ABOUT SECURITY LIFE, THE VARIABLE ACCOUNT, THE INVESTMENT OPTIONS
         AND THE GUARANTEED INTEREST DIVISION.................................13
         Security Life of Denver Insurance Company............................13
         Year 2000 Preparedness...............................................13
         Security Life Separate Account L1....................................14
                  Variable Account Structure..................................14
                  Order of Variable Account Liabilities.......................14
                  Variable Divisions..........................................14
                  Investment Portfolios.......................................14
         Objectives of the Investment Portfolios..............................15
         The Guaranteed Interest Division.....................................19
         Maximum Number of Investment Divisions...............................19

DETAILED INFORMATION ABOUT THE VARIABLE LAST SURVIVOR UNIVERSAL LIFE POLICY...20
         Applying for a Policy................................................20
                  Policy Issuance.............................................20
                  Definition of Life Insurance................................20

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

Variable Last Survivor                 3

<PAGE>



         Temporary Insurance..................................................20
         Premiums ............................................................21
                  Scheduled Premiums..........................................21
                  Unscheduled Premium Payments................................21
                  Minimum Annual Premium......................................21
                  Special Continuation Period.................................22
                  Allocation of Net Premiums..................................22
         Premium Payments Affect Your Coverage................................22
                  Modified Endowment Contracts................................23
         Death Benefits.......................................................23
                  Base Death Benefit..........................................24
                  Death Benefit Options.......................................25
                  Changes in Death Benefit Option 1 or 2......................25
                  Enhanced Death Benefit Corridor Option......................26
                  Changes in Death Benefit Amounts............................26
                  Guaranteed Minimum Death Benefit............................27
                  Requirements to Maintain the Guarantee Period...............28
         Additional Benefits..................................................28
                  Adjustable Term Insurance Rider.............................29
                  Single Life Term Rider......................................30
         Special Features.....................................................30
                  Policy Maturity.............................................30
                  Policy Split Option.........................................30
                  Right to Exchange Policy....................................31
                  Continuation of Coverage....................................31
         Policy Values........................................................32
                  Account Value...............................................32
                  Net Account Value...........................................32
                  Cash Surrender Value........................................32
                  Net Cash Surrender Value....................................32
                  Determining the Value in the Variable Divisions.............32
                  How We Calculate Accumulation Unit Values for Each Division.33
         Transfers of Account Value...........................................34
                  Excessive Trading...........................................34
                  Guaranteed Interest Division Transfers......................34
         Dollar Cost Averaging................................................34
                  Changing Dollar Cost Averaging..............................35
                  Terminating Dollar Cost Averaging...........................35
         Automatic Rebalancing................................................35
                  Changing Automatic Rebalancing..............................36
                  Terminating Automatic Rebalancing...........................36
         Policy Loans.........................................................36
                  Loan Repayment..............................................37
                  Loans and Your Benefits.....................................37
         Partial Withdrawals..................................................37
                  Partial Withdrawals under Death Benefit Option 1............38
                  Partial Withdrawals under Death Benefit Option 2............38
                  Stated Death Benefit and Target Death Benefit Reductions....38
                  Partial Withdrawal Mechanics................................38
         Lapse    ............................................................38
                  Grace Period................................................38
         Reinstatement........................................................40
         Surrender............................................................41
         General Policy Provisions............................................41
                  Free Look Period or Right to Examine Policy Period..........41

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

Variable Last Survivor                 4

<PAGE>



                  Your Policy.................................................41
                  Age      ...................................................42
                  Ownership...................................................42
                  Beneficiary(ies)............................................42
                  Collateral Assignment.......................................42
                  Incontestability............................................43
                  Misstatements of Age or Gender..............................43
                  Suicide  ...................................................43
                  Transaction Processing......................................43
                  Notification and Claims Procedures..........................43
                  Telephone Privileges........................................44
                  Non-participation...........................................44
                  Distribution of the Policies................................44
                  Settlement Provisions.......................................45
         Administrative Information About the Policy..........................46
                  Voting Privileges...........................................46
                  Material Conflicts..........................................46
                  Right to Change Operations..................................47
                  Reports to Owners...........................................47

CHARGES, DEDUCTIONS AND REFUNDS...............................................48
         Deductions from Premiums.............................................48
                  Tax Charges.................................................48
                  Sales Charge................................................48
         Daily Deductions from the Variable Account...........................48
                  Mortality and Expense Risk Charge...........................48
         Monthly Deductions from Your Account Value...........................49
                  Policy Charge...............................................49
                  Monthly Administrative Charge...............................49
                  Cost of Insurance Charge....................................50
                  Guaranteed Minimum Death Benefit Charge.....................50
                  Charges for Additional Benefits.............................50
                  Changes in Monthly Charges..................................50
                  Continuation of Coverage Administrative Fee.................50
         Policy Transaction Fees..............................................50
                  Partial Withdrawals.........................................50
                  Transfers...................................................51
                  Illustrations...............................................51
                  Allocation Change...........................................51
         Persistency Refund...................................................51
         Surrender Charge.....................................................51
         Fees and Expenses of the Investment Portfolios.......................52
                  Investment Portfolio Annual Expenses........................53
         Group or Sponsored Arrangements or Corporate Purchasers..............55
         Other Charges........................................................55

TAX CONSIDERATIONS............................................................55
         Tax Status of the Policy.............................................55
         Diversification Requirements.........................................56
         Tax Treatment of Policy Death Benefits...............................56
         Modified Endowment Contracts.........................................56
         Multiple Policies....................................................57
         Distributions Other than Death Benefits from Modified Endowment
             Contracts........................................................57
         Distributions Other than Death Benefits from Policies That Are Not
             Modified Endowment Contracts.....................................57
         Investment in the Policy.............................................57

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

Variable Last Survivor                 5

<PAGE>



         Policy Loans.........................................................57
         Section 1035 Exchanges...............................................57
         Tax-exempt Policy Owners.............................................57
         Changes to Comply with the Law.......................................58
         Other    ............................................................58

ILLUSTRATIONS.................................................................59

ADDITIONAL INFORMATION........................................................63
         Directors and Officers...............................................63
         Regulation...........................................................66
         Legal Matters........................................................66
         Legal Proceedings....................................................66
         Experts  ............................................................66
         Registration Statement...............................................66

FINANCIAL STATEMENTS..........................................................67

APPENDIX A....................................................................68

APPENDIX B....................................................................69

APPENDIX C....................................................................70


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

Variable Last Survivor                 6

<PAGE>



INDEX OF SPECIAL TERMS

The following special terms are used in this prospectus. We explain each term on
the page(s) listed in the body of this prospectus and in the summary, if
applicable:

Account value..................................................................9
Accumulation unit.............................................................33
Accumulation unit value.......................................................33
Adjustable term insurance rider...............................................23
Adjustable term insurance rider benefit.......................................23
Age...........................................................................20
Base death benefit............................................................24
Beneficiary(ies)..............................................................11
Cash surrender value...........................................................9
Customer service center........................................................2
Continuation of coverage......................................................31
Effective date.................................................................?
Death proceeds................................................................24
Free look period..............................................................41
General account...............................................................14
Guarantee period..............................................................28
Guarantee period annual premium...............................................28
Guaranteed interest division..................................................19
Guaranteed minimum death benefit..............................................27
Initial premium...............................................................20
Insured.......................................................................20
Investment date...............................................................20
Joint equivalent age..........................................................42
Loan division..................................................................9
Minimum annual premium........................................................21
Net account value.............................................................32
Net amount at risk.............................................................9
Net cash surrender value......................................................32
Net premium................................................................8, 22
Owner......................................................................8, 42
Partial withdrawal............................................................22
Policy.....................................................................8, 14
Policy date...................................................................20
Policy loan...................................................................36
Portfolios.................................................................9, 14
Rider.....................................................................10, 28
Scheduled benefits............................................................21
Scheduled premium.............................................................21
Segment.......................................................................27
Special continuation period...................................................22
Stated death benefit..........................................................20
Surrender charge...............................................................9
Target death benefit..........................................................29
Total death benefit...........................................................29
Transaction date..............................................................33
Valuation date.................................................................9
Valuation period...........................................................9, 33
Variable account..............................................................14
Variable division(s)..........................................................14
Younger insured person's 100th birth date.....................................42

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

Variable Last Survivor                 7

<PAGE>



POLICY SUMMARY

THIS SUMMARY HIGHLIGHTS SOME OF THE IMPORTANT POINTS ABOUT YOUR POLICY. THE
POLICY IS MORE FULLY DESCRIBED IN THE ATTACHED, COMPLETE PROSPECTUS. PLEASE READ
THE PROSPECTUS CAREFULLY. "WE," "US," "OUR," AND THE "COMPANY" REFER TO SECURITY
LIFE OF DENVER INSURANCE COMPANY. "YOU" AND "YOUR" REFER TO THE POLICY OWNER.
THE OWNER IS THE INDIVIDUAL, ENTITY, PARTNERSHIP, REPRESENTATIVE OR PARTY WHO
MAY EXERCISE ALL RIGHTS OVER THE POLICY AND RECEIVE THE POLICY BENEFITS DURING
THE INSURED PEOPLE'S LIFETIMES.

ANY STATE VARIATIONS ARE COVERED IN A SPECIAL POLICY FORM FOR USE IN THAT STATE.
THIS PROSPECTUS PROVIDES A GENERAL DESCRIPTION OF THE POLICY. YOUR ACTUAL POLICY
AND ANY RIDERS ARE THE CONTROLLING DOCUMENTS. IF YOU WOULD LIKE TO REVIEW A COPY
OF THE POLICY AND RIDERS, CONTACT OUR CUSTOMER SERVICE CENTER.

YOUR POLICY

Your policy provides life insurance protection on the lives of two insured
people. It is issued based on both insured people's lives and insurance coverage
may continue, in whole or in part, until both have died. The policy includes the
basic policy, applications, and riders or endorsements. As long as the policy
remains in force, we pay a death benefit at the second death of the insured
people. While your policy is in force, you may access a portion of your policy
value by taking loans or partial withdrawals. You may also surrender your policy
for its net cash surrender value. At the younger insured person's 100th birth
date, the policy can be surrendered or continued under the continuation of
coverage option. SEE CONTINUATION OF COVERAGE, PAGE 31.

Life insurance is not a short-term investment. You should evaluate your need for
life insurance coverage and this policy's long-term investment potential and
risks before purchasing a policy.


FREE LOOK PERIOD OR RIGHT TO EXAMINE PERIOD

You have the right to examine your policy and return it for a refund of premiums
paid or the account value, as specified by state law, if you are not satisfied
for any reason. The policy is then void. SEE FREE LOOK PERIOD OR RIGHT TO
EXAMINE POLICY, PAGE 41.


YOUR POLICY PREMIUMS

The policy is a flexible premium policy because the amount and frequency of the
premium payments you make may vary within limits. You must make premium
payments:
     o  for us to issue your policy;
     o  sufficient to keep your policy in force; and
     o  as necessary to continue certain benefits.

On your application, you choose how much and how often you want to pay premiums.
Depending on your choices, it may not be enough to keep your policy or certain
riders in force. The amount of premium you pay affects the length of time your
policy stays in force. SEE PREMIUMS, PAGE 21.

ALLOCATION OF NET PREMIUMS

This policy has premium-based charges which are subtracted from your payments.
We add the balance, or the net premium, to your policy based on your investment
instructions. You may allocate the net premiums among one or more variable
divisions, the guaranteed interest division, or both. You may not invest in more
than eighteen investment divisions, including the guaranteed interest division,
over the life of your policy.

We allocate your initial net premium to the investment divisions you specify
after we:
     o  receive your initial premium;
     o  approve your policy application; and
     o  have the information we require.

You need to allocate your premiums to your investment choices in percentages
that are whole numbers and which total 100%. SEE ALLOCATION OF NET PREMIUMS,
PAGE 22.


VARIABLE DIVISIONS

Any amount you direct into the guaranteed interest division is credited with
interest at a fixed rate set by us. If you invest in any of the following
variable divisions, depending on market conditions, you may make or lose money.
The variable divisions are described in the prospectuses for the underlying
investment portfolios.


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

Variable Last Survivor                 8

<PAGE>



Each variable division investment portfolio has its own investment objective.
SEE OBJECTIVE OF THE INVESTMENT PORTFOLIOS, PAGE 15.

A I M VARIABLE INSURANCE FUNDS
AIM V.I. Capital Appreciation Fund
AIM V.I. Government Securities Fund

THE ALGER AMERICAN FUND
Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio
Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio

FIDELITY VARIABLE INSURANCE PRODUCTS FUND & VARIABLE INSURANCE PRODUCTS FUND II
VIP Growth Portfolio
VIP Money Market Portfolio
VIP Overseas Portfolio
VIP II Asset Manager Portfolio
VIP II Index 500 Portfolio

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-Equity Income Fund
INVESCO VIF-High Yield Fund
INVESCO VIF-Small Company Growth Fund
INVESCO VIF-Total Return Fund
INVESCO VIF-Utilities Fund

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Neuberger Berman AMT Growth Portfolio
Neuberger Berman AMT Limited Maturity Bond Portfolio
Neuberger Berman AMT Partners Portfolio

VAN ECK WORLDWIDE INSURANCE TRUST
Van Eck Worldwide Bond Fund
Van Eck Worldwide Emerging Markets Fund
Van Eck Worldwide Hard Assets Fund
Van Eck Worldwide Real Estate Fund


POLICY VALUES

Your policy account value is the amount you have in the guaranteed interest
division, plus the amount you have in each variable division. If you have
outstanding policy loans, your account value includes the amount in the loan
division. The loan division is part of our general account specifically designed
to hold money for loans and loan interest. The general account contains all of
our assets other than those held in the variable account, or our other separate
accounts.

Your account value reflects:
     o   net premiums;
     o   deductions for charges;
     o   the investment performance of the amounts
         you have in the variable divisions;
     o   interest earned on the amount you have in
         the guaranteed interest division;
     o   interest earned and charged on the amount
         you have in the loan division; and
     o   partial withdrawals.

We subtract charges and partial withdrawals you take from your account value.
You make a partial withdrawal when you withdraw part of your net cash surrender
value. Partial withdrawals may reduce the amount of base death benefit which may
trigger a surrender charge.

We may deduct a surrender charge from your account value in the event of:
     o   surrender;
     o   policy lapse;
     o   requested reductions in the stated death
         benefit; or
     o   certain partial withdrawals.
SEE SURRENDER CHARGE, PAGE 12.

Your cash surrender value is equal to your account value minus any surrender
charge.

Your net cash surrender value is equal to the cash surrender value minus
outstanding policy loans and accrued loan interest, if any.

YOUR ACCOUNT VALUE IN THE VARIABLE DIVISIONS

Accumulation units are the way we measure value in the variable divisions.
Accumulation unit value is the value of a unit of a variable division on the
valuation date. Each variable division has a different accumulation unit value.
SEE DETERMINING THE VALUE OF THE VARIABLE DIVISIONS, PAGE 32.

On each valuation date, we determine the accumulation unit values. The
accumulation unit value for each variable division reflects the investment
performance of the matching investment portfolio during the valuation period.
The valuation period is the time beginning at 4:00 p.m. Eastern Time on a
valuation date and ending at 4:00 p.m. Eastern Time on the next valuation date.
Each accumulation unit value reflects asset-based charges under the policy, and
the expenses of the investment portfolios. SEE HOW WE CALCULATE ACCUMULATION
UNIT VALUES FOR EACH DIVISION, PAGE 33.


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

Variable Last Survivor                 9

<PAGE>



TRANSFERS OF ACCOUNT VALUES

You may make up to twelve free transfers among the variable divisions or to the
guaranteed interest division per policy year. We charge $25 for each transfer
over twelve you make in a policy year. This charge does not apply to any
automatic rebalancing or dollar cost averaging transfers: they are free. There
are restrictions on transfers to or from the guaranteed interest division. SEE
TRANSFERS OF ACCOUNT VALUES, PAGE 34.


SPECIAL POLICY FEATURES

ADDITIONAL BENEFITS

You may attach certain additional benefits to your policy by rider. A rider
changes benefits under your policy. In most cases, we deduct a monthly charge
from your account value for these benefits. SEE ADDITIONAL BENEFITS, PAGE 28.

DOLLAR COST AVERAGING

You may choose dollar cost averaging on your application or complete a customer
service form. Dollar cost averaging is a systematic plan of transferring account
values to selected investment divisions. It is intended to protect your policy's
value from short-term price fluctuations. However, dollar cost averaging does
not assure a profit, nor does it protect against a loss in a declining market.
Dollar cost averaging is free. SEE DOLLAR COST AVERAGING, PAGE 34.

AUTOMATIC REBALANCING

You may choose automatic rebalancing on your policy. Automatic rebalancing
periodically reallocates your net account value among the investment divisions
to maintain your specified distribution of account value among those divisions.
Automatic rebalancing is free. SEE AUTOMATIC REBALANCING, PAGE 35.

LOANS

You may take loans against your policy's net cash surrender value. The net cash
surrender value is your account value minus any surrender charges, loans and
accrued loan interest. We charge an annual loan interest rate of 3.75%. We
credit an annual interest rate of 3.0% on amounts held as collateral in the loan
division as collateral for your loan. Beginning in your eleventh policy year,
where permitted by law, we may include amounts in the loan division for
calculation of your policy's persistency refund. SEE POLICY LOANS, PAGE 36.

PARTIAL WITHDRAWALS

You may withdraw part of your cash surrender value any time after your first
policy year. You may make only one partial withdrawal per policy year. Partial
withdrawals may reduce the death benefit and will reduce your account value.
Surrender charges may apply. SEE PARTIAL WITHDRAWALS, PAGE 37.

PERSISTENCY REFUND

After your tenth policy anniversary, where permitted by state law, we credit
your account value with a persistency refund on every monthly processing date.
SEE PERSISTENCY REFUND, PAGE 51.


POLICY MODIFICATION, TERMINATION AND CONTINUATION FEATURES

RIGHT TO EXCHANGE POLICY

For 24 months after the policy date you can exchange your policy for a
guaranteed policy, unless state law requires differently. Right to exchange
policy is free. SEE RIGHT TO EXCHANGE POLICY, PAGE 31.

POLICY SPLIT OPTION

You may split your policy into two separate life insurance policies each
insuring the life of one insured person, under certain circumstances. This split
may occur upon divorce between the two insured people, business dissolution, or
a possible adverse future change in the tax law. The policy split option is
free. SEE POLICY SPLIT OPTION, PAGE 30.

SURRENDER

You may surrender your policy for its net cash surrender value at any time while
an insured person is living.

We calculate your net cash surrender value on the valuation date we receive your
request and policy at our customer service center. All insurance coverage ends
on that date. You must return your policy to us.
SEE SURRENDER, PAGE 41.

LAPSE

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Variable Last Survivor                 10

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In general, insurance coverage continues as long as your policy's net cash
surrender value is enough to pay the monthly deductions. However, your policy
and its riders are guaranteed not to lapse during the first five years of your
policy if the conditions of the special continuation period have been met. SEE
LAPSE, PAGE 38.

REINSTATEMENT

You may reinstate your policy and its riders within five years of its lapse if
the insured people meet the same underwriting requirements as were met at policy
issue.

You will need to give proof of insurability as at policy issue. You will also
need to pay required reinstatement premiums.

If the guaranteed minimum death benefit lapses and you do not correct it, this
feature terminates. Once it terminates, you cannot reinstate this feature.

We will reinstate any policy loans existing when coverage ended, with accrued
loan interest to the date of the lapse. SEE REINSTATEMENT, PAGE 40.

CONTINUATION OF COVERAGE

At the younger insured person's 100th birth date, you may choose to let the
continuation of coverage feature become effective. If the continuation of
coverage feature becomes effective, we will deduct a one-time administrative fee
of $400 and keep your policy in force. SEE CONTINUATION OF COVERAGE, PAGE 31.


DEATH BENEFITS

At the second death of the two insured people, we pay death proceeds to the
beneficiary(ies) if your policy is still in force. The beneficiary(ies) is(are)
the person or people you name to receive the death proceeds. The death proceeds
equal the base death benefit plus amounts payable by rider, minus the amount of
your outstanding policy loan and accrued loan interest. The base death benefit
varies according to which death benefit option you have chosen.

The base death benefit does not include any adjustable term insurance rider you
may have on your policy. The target death benefit includes any adjustable term
insurance rider you may have on your policy plus your base death benefit. The
total death benefit is at least equal to or greater than your target death
benefit.

The minimum target death benefit to issue your policy is $250,000. If you have
an adjustable term rider, the minimum stated death benefit to issue your policy
is $100,000. However, we may lower this minimum for group or sponsored
arrangements, or corporate purchasers. SEE DEATH BENEFIT, PAGE 23.

You may change your base death benefit amount while your policy is in force,
subject to certain restrictions. SEE CHANGES IN DEATH BENEFIT AMOUNTS, PAGE 26.


CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PREMIUM

We make the following deductions from each premium payment you make:

     1.  Tax charges -- We currently deduct a charge of 2.5% of premiums for
         state and local taxes. We currently deduct a charge of 1.5% of each
         premium to cover our estimated cost of the federal income tax treatment
         of deferred acquisition costs. SEE TAX CHARGES, PAGE 48.

     2.  Sales charge -- We deduct a percentage of each premium to cover a
         portion of our expenses in selling your policy. This charge is based on
         the length of time since your policy or a segment became effective.


                           Sales Charge Percentage
                           -----------------------
                       To Segment         Above Segment
    Segment              Target              Target
     Year                Premium             Premium
    -------            ----------         -------------
    1 - 5                 5.5%                 2%
     6 +                   2%                  2%

SEE DEDUCTIONS FROM PREMIUMS, PAGE 48.

DEDUCTIONS FROM THE VARIABLE DIVISIONS

We assess a mortality and expense risk charge of 0.75% per year or 0.002055% per
day against the variable divisions. This charge compensates us for mortality and
expense risks under the policies. SEE DAILY DEDUCTIONS FROM THE VARIABLE
ACCOUNT, PAGE 48.

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Variable Last Survivor                 11

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MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE

We deduct the following charges from your account value at the beginning of each
policy month:

     1.  Policy charge -- $15 per month for the first ten policy years and $9
         per month for each policy year after the tenth.

     2.  Monthly administrative charge-- A charge of no less than $0.07 and no
         more than $0.095 per $1,000 for the first ten policy years. We charge
         $0.023 per $1,000 for each policy year after the tenth. The exact per
         $1,000 charge for your policy is based on the insured people's issue
         ages and policy duration.

     3.  Cost of insurance charge -- Based on the net amount at risk on the
         lives of the insured people. The amount of this charge differs for the
         segments of the base death benefit and the adjustable term insurance
         rider.

     4.  Guaranteed minimum death benefit (if applicable) -- $0.005 per $1,000
         of stated death benefit per month.

     5.  Charges for additional benefits -- The cost of additional benefits you
         choose. The adjustable term insurance rider charge is included in the
         cost of insurance charge.


SEE MONTHLY DEDUCTIONS FROM THE ACCOUNT VALUE, PAGE 49.

POLICY TRANSACTION FEES

We deduct policy transaction fees from the variable and guaranteed interest
divisions. We deduct these fees proportionately based on the account value in
each investment division in which you have amounts invested immediately before
the transaction.

The following are the current transaction fees. SEE POLICY TRANSACTION FEES,
PAGE 50.

     1.  Partial withdrawal fee -- $25.

     2.  Transfer fee -- We allow twelve free transfers among investment
         divisions per policy year. For each transfer beyond that, a $25 fee
         applies.

     3.  Illustrations -- You may request one free illustration per policy year.
         For each illustration beyond that, a $25 fee may apply.

ADMINISTRATIVE FEES

Continuation of Coverage -- To activate continued coverage, we will deduct a
one-time $400 administrative fee from your account value at the younger insured
person's 100th birth date.

ALLOCATION CHANGE FEE

You may make five free premium and five free automatic rebalancing allocation
changes per policy year. We charge you $25 for each additional allocation change
per policy year. The $25 fee is withdrawn from your investment divisions on a
pro-rata basis.

SURRENDER CHARGES

During the first nine years of your policy or of a new coverage segment, we
assess a surrender charge if you:
     o   surrender the policy;
     o   reduce the stated death benefit (other than
         by changing the death benefit option);
     o   let your policy lapse; or
     o   take a partial withdrawal which reduces
         your stated death benefit.

The surrender charge is a percentage of your target premium. It depends upon the
insured people's ages at the policy date. SEE SURRENDER CHARGE, PAGE 51.

CHARGES FROM INVESTMENT PORTFOLIOS

The investment portfolios have investment management fees, 12(b)(1) fees and
other expenses which are deducted by the portfolio managers. SEE CHARGES FROM
PORTFOLIOS, PAGE 52.


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 to apply,
the policy must qualify as a life insurance contract. We believe it is
reasonable to conclude that the policy will qualify as a life insurance
contract. SEE TAX STATUS OF THE POLICY, PAGE 55.

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Variable Last Survivor                 12

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Assuming the policy qualifies as a life insurance contract, under current
federal income tax law, your account value earnings are generally not subject to
income tax as long as they remain within your policy. However depending on
circumstances, the following events may cause taxable consequences for you:
     o   partial withdrawals;
     o   surrender; or
     o   lapse.

In addition to the events listed above, if your policy is a modified endowment
contract, loans against or secured by the policy may cause income taxation. A
penalty tax may be imposed on a distribution from a modified endowment contract
as well. SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 56.

You should consult a qualified legal or tax adviser before you purchase your
policy.


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. At the close
of 1998, the company and its consolidated subsidiaries had over $XXX.X billion
of life insurance in force. As of December 31, 1998, our total assets were over
$X.X billion, and our shareholder's equity was over $XXX million.

We have a complete line of life insurance products, including:
     o   annuities;
     o   individual life;
     o   group life;
     o   pension products; and
     o   market life reinsurance.

Security Life is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING").
ING is one of the world's three largest diversified financial services
organizations. ING is headquartered in Amsterdam, The Netherlands. It has
consolidated assets over $XXX.X billion on a Dutch (modified U.S.) generally
accepted accounting principles basis, as of December 31, 1998.

The principal underwriter and distributor for our policies is ING America
Equities, Inc. ING America Equities is a stock corporation organized under the
laws of the State of Colorado in 1993. It is a wholly owned subsidiary of
Security Life and is a registered broker-dealer with the SEC and the NASD. ING
America Equities, Inc. is located at 1290 Broadway, Denver, Colorado 80203-5699.


YEAR 2000 PREPAREDNESS

Security Life of Denver Insurance Company is aware of the computer problems that
may exist surrounding the Year 2000. Our senior management projects information
processing and delivery systems to have a Year 2000 readiness interim target
completion date of June 29, 1999 with a final completion date of December 31,
1999.

The Year 2000 problem originates from the predominant use in computer programs
of a two-digit field to capture the year, for example 99 instead of 1999. When
we reach the year 2000 many of these programs will assume the year 00 is
actually 1900 rather than 2000. This incorrect assumption can lead to erroneous
results, false calculations or system failures. This is not only a computer
problem, but also applies to other machinery or equipment containing computer
chips which calculate dates for correct performance, the so-called "embedded
systems". That is why errors, ranging from telephone shutdown to other services
may occur as well. This potential risk is often referred to as the "Millennium
Bug" or the "Year 2000 problem".

The problem is made more complex by the many lines of code that can be affected
in a single system, the number of systems required to support business
activities and the interdependence of both the internal and external systems
involved in exchanging data. This is particularly true for the financial
services industry, where information is at the heart of the business and which
depends heavily on the uninterrupted transfer of data world-wide, bank-to- bank
and with clearing houses, exchanges and agencies. If the potential problems are
not addressed,

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Variable Last Survivor                 13

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this could in some cases result in business system failure. From a financial
perspective, this could, for instance, lead to incorrect interest calculations
or over/under payments.

A project plan has been implemented and our project team has analyzed and
remediated our in-house source code. We completed the remediation in December,
1998. The project plan covers Security Life, ING America Equities, Inc.,
Midwestern United Life Insurance Company, and First ING Life Insurance Company
of New York. We will follow our normal project management methodology including
communication with senior management on a monthly and as-needed basis. Our
targeted completion date is scheduled for June 28, 1999, but there is no
assurance that Security Life will be successful, or that interaction with other
service providers will not impact our services at that time.

Security Life has completed an inventory and assessment of all vendor products.
We are in the process of verifying that each vendor product is Year 2000 ready.

Funds have been allocated for the 1999 efforts, and we believe we have
sufficient resources to ensure Year 2000 processing capabilities.


SECURITY LIFE SEPARATE ACCOUNT L1

VARIABLE ACCOUNT STRUCTURE

We established Security Life Separate Account L1 (the "variable account") on
November 3, 1993, under Colorado's insurance law. It is a unit investment trust,
registered with the SEC under the Investment Company Act of 1940. The SEC does
not supervise our management of the variable account or Security Life.

The variable account is a separate investment account. It is used to support our
variable life insurance policies and for other purposes allowed by law and
regulation. We keep the variable account assets separate from our general
account and other separate accounts. We may offer other variable life insurance
contracts, with different charges and benefits, that invest in the variable
account. We do not discuss these contracts in this prospectus. The variable
account may invest in other securities not available for the policy described in
this prospectus. The general account contains all of our assets other than those
held in the variable account (variable divisions) or other separate accounts.

The company owns all the assets in the variable account. We credit gains to or
charge losses against the variable account without regard to performance of
other investment accounts.

ORDER OF VARIABLE ACCOUNT LIABILITIES

State law provides that we may not charge general account liabilities against
variable account assets equal to its reserves and other liabilities.

The variable account may have liabilities from assets credited to other variable
life policies offered by the variable account. If the assets of the variable
account are greater than required reserves and policy liabilities, we may
transfer the excess to our general account.

VARIABLE DIVISIONS

The variable account has several divisions. Each division invests in shares of a
matching investment portfolio. This means that the investment performance of a
policy depends on the performance of the investment portfolios you choose. Each
investment portfolio has its own investment objective. These investment
portfolios are not available directly to individual investors. They are only
available as the underlying investments for variable annuity and variable life
insurance contracts and certain pension accounts.

INVESTMENT PORTFOLIOS

Each of the investment portfolios is a separate series of an open-end management
investment company. The investment company receives investment advice from a
registered investment adviser who is not associated with us.

The investment portfolios sell shares to separate accounts of insurance
companies. These insurance companies may or may not be affiliated with us. This
is known as "shared funding." Investment portfolios may sell shares as the
underlying investment for both variable annuity and variable life insurance
contracts. This process is known as "mixed funding."

The investment portfolios may sell shares to certain qualified pension and
retirement plans that qualify under Section 401 of the Internal Revenue Code
("IRC"). As a result, a material conflict of interest may arise between
insurance companies, owners of

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Variable Last Survivor                 14

<PAGE>



different types of contracts and retirement plans, or
their participants.

If there is a material conflict, we will consider what should be done, including
removing the investment portfolio from the variable account. There are certain
risks with mixed and shared funding, and with selling shares to qualified
pension and retirement plans. See the investment portfolios' prospectuses.


OBJECTIVES OF THE INVESTMENT
PORTFOLIOS

Each investment portfolio has a different investment objective that it tries to
achieve by following its own investment strategy. The objectives and policies of
each investment portfolio affect its return and its risks. With this prospectus,
you must receive the current prospectus for each investment portfolio. We
summarize the investment objectives for each investment portfolio here. You
should read each investment portfolio prospectus.

Certain investment portfolios offered under this policy have investment
objectives and policies similar to other funds managed by the portfolio's
investment adviser. The investment results of a portfolio may be higher or lower
than those of other funds managed by the same adviser. There is no assurance,
and no representation is made, that the investment results of any investment
portfolio will be comparable to those of another fund managed by the same
investment adviser.

Some investment portfolio advisers (or their affiliates) may pay us compensation
for servicing, administration or other expenses. Currently, these advisers
include A I M Management Group, Inc.; Fidelity Investments; Fred Alger
Management, Inc.; INVESCO Funds; Neuberger Berman Management, Inc.; and Van Eck
Global. The amount of compensation is usually based on the aggregate assets of
the investment portfolio from contracts that we issue or administer. Some
advisers may pay us more than others.

We have agreements with the investment portfolio advisers under which we receive
certain fees in return for providing certain services. These fees are commonly
known as 12(b)(1) fees. These fees are usually charged by the advisers to the
investment portfolios, but are in some cases absorbed by the investment
portfolio.

A I M VARIABLE INSURANCE FUNDS, INC.

A I M Variable Insurance Funds, Inc. is a registered, open-end, series,
management investment company. A I M Advisors, Inc., ("AIM") serves as each
fund's investment advisor. AIM has acted as an investment advisor since its
organization in 1976. Today, AIM, together with its subsidiaries, advises or
manages over 110 investment portfolios encompassing a broad range of investment
objectives.

AIM  V.I. Capital Appreciation Fund -- seeks growth of capital through
     investment in common stocks, with emphasis on medium- and small-sized
     growth companies.

AIM  V.I. Government Securities Fund -- seeks to achieve high, current income
     consistent with reasonable concern for safety of principal by investing in
     debt securities issued, guaranteed or otherwise backed by the United States
     Government.

THE ALGER AMERICAN FUND

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

Alger American Growth Portfolio -- seeks long-term capital appreciation. The
     portfolio focuses on companies that generally have broad product lines,
     markets, financial resources and depth of management. Under normal
     circumstances, the portfolio invests primarily in equity securities of
     large companies The portfolio considers a large company to have a market
     capitalization of $1 billion or greater.

Alger American Leveraged AllCap Portfolio -- seeks long-term capital
     appreciation. Under normal circumstances, the portfolio invests in the
     equity securities of companies of any size which demonstrate promising
     growth potential.

     The portfolio can leverage, that is, borrow money, to buy additional
     securities. By borrowing money, the portfolio has the potential to increase
     its returns if the increase in the value of the securities purchased
     exceeds the cost of borrowing, including interest paid for the money
     borrowed.


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Variable Last Survivor                 15

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Alger American MidCap Growth Portfolio -- seeks long-term capital appreciation.
     The portfolio focuses on midsize companies with promising growth potential.
     Under normal circumstances, the portfolio invests primarily in equity
     securities of companies having a market capitalization within the range of
     companies in the S&P(R) MidCap 400 Index. This may not be true during
     temporary defensive periods.

Alger American Small Capitalization Portfolio -- seeks long-term capital
     appreciation.

     The portfolio focuses on small, fast-growing companies that offer
     innovative products, services or technologies to a rapidly expanding
     marketplace. Under normal circumstances, the portfolio invests primarily in
     equity securities of small capitalization companies. A small capitalization
     company is one that has a market capitalization within the range of
     companies included in the Russell(R) 2000 Growth Index or the S&P(R)
     SmallCap 600 Index.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND AND VARIABLE INSURANCE PRODUCTS FUND
II

Fidelity Variable Insurance Products Fund ("VIP" established November 13, 1981)
and Variable Insurance Products Fund II ("VIP II" established March 21, 1988)
are open-end, diversified, management investment companies. These funds are
organized as Massachusetts business trusts.

Fidelity Management & Research Company ("FMR") generally manages and runs the
funds named here. However, Bankers Trust Company sub-advises VIP II Index 500
Portfolio. 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.

FMR's principal investment strategies include:
     o   Investing primarily in common stocks.
     o   Investing in companies that it believes have above-average growth
         potential (stocks of these companies are often called "growth" stocks).
     o   Investing in domestic and foreign issuers.
     o   Using fundamental analysis of each issuer's financial condition and
         industry position and market and economic conditions to select
         investments.

VIP  Money Market Portfolio -- seeks as high a level of current income as is
     consistent with the preservation of capital and liquidity.

FMR's principal investment strategies include:
     o   Investing in U.S. dollar-denominated money
         market securities, including U.S.
         Government securities and repurchase
         agreements, and entering into reverse
         repurchase agreements.
     o   Investing more than 25% of total assets in the financial services
         industry.
     o   Investing in compliance with industry- standard requirements for money
         market funds for the quality, maturity and diversification of
         investments.

VIP  Overseas Portfolio -- seeks long term growth of capital.

FMR's principal investment strategies include:
     o   Investing at least 65% of total assets in
         foreign securities.
     o   Investing primarily in common stocks.
     o   Allocating investments across countries and
         regions considering the size of the market in each country and region
         relative to the size of the international market as a whole.
     o   Using fundamental analysis of each issuer's financial condition and
         industry position and market and economic conditions to select
         investments.

VIP  II Asset Manager Portfolio -- seeks high total return with reduced risk
     over the long term by allocating its assets among stocks, bonds, and
     short-term instruments.

FMR's principal investment strategies include:
     o   Allocating the fund's assets among stocks,
         bonds, and short-term and money market
         instruments.
     o   Maintaining a neutral mix over time of 50% of assets in stocks, 40% of
         assets in bonds, and 10% of assets in short-term and money market
         instruments.
     o   Adjusting allocation among asset classes gradually within the following
         ranges: stock class (30 - 70%), bond class (20 - 60%), and
         short-term/money market class (0 - 50%).
     o   Investing in domestic and foreign issuers.
     o   Analyzing an issuer using fundamental
         and/or quantitative factors and evaluating
         each security's current price relative to
         estimated long-term value in selecting instruments.

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Variable Last Survivor                 16

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VIP  II Index 500 Portfolio -- seeks investment results that correspond to the
     total return of common stocks publicly traded in the United States as
     represented by the S&P 500.

Bankers Trust Company (BT)'s principal investment strategies include:
     o   Investing at least 80% of assets in common stocks included in the S&P
         500.
     o   Lending securities to earn income for the fund.

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO Variable Investment Funds, Inc. is a registered, open-end management
investment company. It was organized as a Maryland corporation on August 19,
1993. It is currently made up of ten diversified investment portfolios. We
describe five of these investment portfolios here.

INVESCO Funds Group, Inc. is the Funds' investment adviser. As the adviser, it
is mostly responsible for providing the portfolios with investment management,
various administrative services, and supervising the Fund's daily business
affairs.

INVESCO Capital Management, Inc. sub-advises the Total Return Fund. "VIF" refers
to INVESCO Variable Investment Fund. INVESCO Distributors, Inc. ("IDI"),
provides distribution services for the INVESCO Variable Investment Funds, Inc.

INVESCO VIF-Equity Income Fund -- seeks high current income, with growth of
     capital as a secondary objective.

     The fund normally invests at least 65% of its assets in dividend-paying
     common and preferred stocks, although in recent years that percentage has
     been somewhat higher. Stocks held by the fund generally are expected to
     produce a relatively high level of income and a consistent, stable return.
     Although it focuses on the stocks of larger companies with a strong record
     of paying dividends, the fund also may invest in companies that have not
     paid regular dividends. The fund's equity investments are limited to stocks
     that can be traded easily in the United States; it may, however, invest in
     foreign securities in the form of American Depository Receipts (ADRs).

     The rest of the fund's assets are invested in debt securities, generally
     corporate bonds that are rated investment grade or better. The fund also
     may invest up to 15% of its assets in lower-grade debt securities commonly
     known as "junk bonds", which generally offer higher interest rates, but are
     riskier investments than investment grade securities.

INVESCO VIF-High Yield Fund -- seeks to provide a high level of current income.

     It invests substantially all of its assets in lower- rated debt securities,
     commonly called "junk bonds," and preferred stock, including securities
     issued by foreign companies. Although these securities carry with them
     higher risks, they generally provide higher yields-- and therefore higher
     income--than higher-rated debt securities.

INVESCO VIF-Small Company Growth Fund -- seeks to make your investment grow over
     the long term.

     The fund normally invests at least 80% of its assets in equity securities
     of companies with market capitalizations of $1 billion or less. INVESCO use
     a bottom-up investment approach to the fund's investment portfolio,
     focusing on companies that are in the developing stages of their life
     cycles. Using this approach, we try to identify companies that we believe
     are undervalued in the marketplace, have earnings which may be expected to
     grow faster than the U.S. economy in general, and/or offer the potential
     for accelerated earnings growth due to rapid growth of sales, new products,
     management changes, or structural changes in the economy. The prices of
     securities issued by these small companies tend to rise and fall more
     rapidly than those of more established companies.

     The remainder of the fund's assets can be invested in a wide range of
     securities that may or may not be issued by small companies. In addition to
     equity securities, the fund can invest in foreign securities and debt
     securities, including so-called "junk bonds."

INVESCO VIF-Total Return Fund -- seeks to provide you with high total return
     through both growth and current income from those investments. It normally
     invests at least 30% of its assets in common stocks of companies with a

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Variable Last Survivor                 17

<PAGE>



     strong history of paying regular dividends and 30% of its assets in debt
     securities. Debt securities include obligations of the U.S. Governments and
     government agencies. The remaining 40% of the fund is allocated among these
     and other investments at INVESCO's discretion, based upon current business,
     economic and market conditions.

INVESCO VIF-Utilities Fund -- seeks capital
     appreciation and income.  The fund is
     aggressively managed.  Although the fund can
     invest in debt securities, it primarily invests in equity securities that
     INVESCO believes will rise in price faster than other investments, as well
     as options and other investments whose value is based upon the values of
     equity securities.

     The fund normally invests at least 80% of its assets in companies doing
     business in the utilities economic sector. The remainder of the fund's
     assets are not required to be invested in the sector.

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

The Neuberger Berman Advisers Management Trust (the "Trust," formerly known as
Neuberger & Berman) is a registered, open-end management investment company. It
is organized as a Delaware business trust dated May 23, 1994. The Trust is made
up of separate portfolios, each of which invests all of its net investable
assets in a matching series of Advisers Managers Trust ("AMT" or "Managers
Trust"). The Managers Trust is a diversified, open-end management investment
company organized as a New York common law trust on May 24, 1994.

This master feeder structure is different from that of many other investment
companies. Many other investment companies directly purchase and manage their
own securities portfolios. Neuberger Berman Management Incorporated acts as
investment manager to Managers Trust. Neuberger Berman, L.L.C. is the
sub-adviser.

The investments for the Portfolio are managed by the same portfolio manager(s)
who manage one or more other mutual funds that have similar names, investment
objectives and investment styles as the Portfolio. You should be aware that the
Portfolio is likely to differ from the other mutual funds in size, cash flow
pattern and tax matters. Accordingly, the holdings and performance of the
Portfolio can be expected to vary from those of the other mutual funds.

Shares of the separate Portfolios of Neuberger Berman Advisers Management Trust
are sold only through the currently effective prospectus and are not available
to the general public. Shares of the AMT Portfolios may be purchased only by
life insurance companies to be used with their separate accounts which fund
variable annuity and variable life insurance policies.

Neuberger Berman Growth Portfolio -- seeks capital appreciation, regardless of
     income. It may invest in small, medium and large capitalization securities
     believed to have maximum potential for long-term capital appreciation.

     The portfolio managers currently focus on the securities of
     medium-capitalization companies. The managers use a growth-oriented
     investment approach. A growth-oriented approach seeks stocks of companies
     that are expected to grow at above-average rates.

Neuberger Berman Limited Maturity Bond Portfolio -- seeks highest current income
     consistent with low risk to principal, and liquidity; and secondarily,
     total return.

     The Limited Maturity Bond Portfolio invests in a diversified portfolio of
     U.S. Government and Agency securities and investment grade debt 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 below investment grade fixed income
     securities, or comparable unrated securities.

     The Limited Maturity Bond Portfolio's dollar weighted average portfolio
     duration may range up to four years. However, the series may invest in
     securities of any duration.

Neuberger Berman Partners Portfolio -- seeks capital growth through an
     investment approach designed to increase capital with reasonable risk. Its
     investment program seeks securities believed to be undervalued based on
     strong fundamentals, including low price to earnings ratio, consistent cash
     flow, and the company's track record through all points of the market
     cycle.

     The portfolio may invest up to 15% of the series'

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Variable Last Survivor                 18

<PAGE>



     net assets, measured at the time of investment, in below investment grade
     corporate debt securities or comparable unrated securities.

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. On April 12, 1995, Van Eck Investment Trust
changed its name to Van Eck Worldwide Insurance Trust. Van Eck Associates
Corporation serves as investment adviser and manager to the funds.

Van  Eck Worldwide Bond Fund -- seeks high total return--income plus capital
     appreciation--by investing globally, primarily in a variety of debt
     securities.

Van  Eck Worldwide Emerging Markets Fund -- seeks long term capital appreciation
     by investing in equity securities in emerging markets around the world.

Van  Eck Worldwide Hard Assets Fund -- seeks long term capital appreciation by
     investing primarily in "hard assets securities." Income is a secondary
     consideration. Hard assets include:
         o    precious metals;
         o    forest products;
         o    ferrous and non-ferrous metals;
         o    gas, petroleum, petrochemical or other hydrocarbons;
         o    real estate; and
         o    other basic non-agricultural commodities.

Van  Eck Worldwide Real Estate Fund -- seeks high total return by investing in
     equity securities of companies that own significant real estate or
     principally do business in real estate.


THE GUARANTEED INTEREST DIVISION

You may allocate all or a part of the net premiums and transfers of your net
account value into the guaranteed interest division. The guaranteed interest
division is part of our general account which guarantees principal. It pays
interest at a fixed rate that we declare.

The general account supports our non-variable insurance and annuity obligations.
We have not registered interests in the guaranteed interest division under the
Securities Act of 1933. Also, we have not registered the guaranteed interest
division or the general account as an investment company under the Investment
Company Act of 1940 (because of exemptive and exclusionary provisions). This
means that the general account, the guaranteed interest division and its
interests are generally not subject to regulation under these Acts.

The SEC staff has not reviewed the disclosures included in this prospectus
relating to the general account and the guaranteed interest division. These
disclosures, however, may be subject to certain requirements of the federal
securities law regarding accuracy and completeness of statements made in this
prospectus.

The amount you have in the guaranteed interest division is the sum of net
premiums you allocate to that division, plus transfers you made to the
guaranteed interest division, plus interest earned.

Amounts you transfer out of or withdraw from the guaranteed interest division
reduce this amount. It is also reduced by deductions for charges from your
account value allocated to the guaranteed interest division.

We declare the interest rate that applies to all amounts in the guaranteed
interest division. These interest rates are never less than the minimum
guaranteed interest rate of 4.0% and will be in effect for periods of at least
twelve months. Interest compounds daily at an effective annual rate that equals
the declared rate. We credit interest to the guaranteed interest division on a
daily basis. We pay interest regardless of the actual investment performance of
our account. We bear all of the investment risk for the guaranteed interest
division.


MAXIMUM NUMBER OF INVESTMENT
DIVISIONS

You may invest in a total of eighteen divisions over the lifetime of your
policy. Investment divisions include the variable and the guaranteed interest
divisions. The loan division does not count toward the eighteen division
maximum.

As an example, if you have had funds in seventeen variable divisions and the
guaranteed interest division (or eighteen variable divisions), these are the
only divisions to which you may later add or transfer

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Variable Last Survivor                 19

<PAGE>



funds. You may want to use fewer divisions in the early years of your policy, so
that you can invest in other divisions in the future. Further, if you invest in
eighteen variable divisions, you will not be able to invest in the guaranteed
interest division.


DETAILED INFORMATION ABOUT THE VARIABLE LAST SURVIVOR UNIVERSAL LIFE POLICY

This prospectus describes our standard Variable Last Survivor Universal Life
insurance policy. There may be differences in the policy because of state
requirements where we issue your policy. We will describe any such differences
in your policy.

The illustrations beginning on page 60 show how the Variable Last Survivor
policies work.


APPLYING FOR A POLICY

You may purchase a Variable Last Survivor policy by submitting an application to
us. On the policy date, the joint equivalent age of the two insured people must
be no older than age 85. The insured people are the two people on whose lives we
issue the policy. The insured people share some relationship and commonly
include, among others: husband and wife; business partners; parent and child;
grandparent and grandchild; and siblings. Upon the second death of the insured
people we pay the death proceeds. Age is each insured person's age on the
birthday nearest the policy date plus the number of completed policy years since
the policy date.

The individual age of each insured person must be no more than 90 years of age
on the policy date. There is no maximum age difference between the two insured
people. We may back-date the policy up to six months to allow either or both of
the insured people to give proof of a younger age for the purposes of your
policy.

POLICY ISSUANCE

Before we issue a policy or apply your net premium to the investment divisions,
we require satisfactory evidence of insurability of both insured people and
payment of your initial premium. This evidence may include a medical examination
and completion of all underwriting and issue requirements.

The investment date is the date we apply your initial net premium to the policy.
It is the valuation date when we have received your initial premium, your policy
is issued, and all issue requirements have been met. Your initial premium is the
premium we must receive before coverage can begin. The initial premium is the
first premium we receive and apply to your policy. It must be at least equal to
the sum of the scheduled premiums which are due from your policy date through
your investment date.

If you have a policy with no adjustable term insurance rider, your stated death
benefit may be no less than $250,000. If you choose to have an adjustable term
insurance rider, your stated death benefit may be as little as $100,000, as long
as your target death benefit is at least $250,000. SEE CHANGES IN DEATH BENEFIT
AMOUNTS, PAGE 26.

We may reduce the minimum stated death benefit for group or sponsored
arrangements or corporate purchasers. Our underwriting and reinsurance
procedures in effect at the time you apply limit the maximum stated death
benefit.

The policy date as shown on your policy schedule determines:
     o   monthly processing dates;
     o   policy months;
     o   policy years; and
     o   policy anniversaries.

It is not affected by the date you receive the policy. The policy date may be
different from the date we receive your first premium payment. If the policy
date is earlier, we charge monthly deductions from the policy date.

DEFINITION OF LIFE INSURANCE

We apply a test to make sure that your policy meets the federal tax definition
of life insurance. The Guideline Premium/Cash Value Corridor Test applies to
your policy. We may limit premium payments relative to your policy death benefit
under this test. SEE TAX STATUS OF THE POLICY, PAGE 55.


TEMPORARY INSURANCE

If you apply and qualify, we may issue temporary insurance in an amount equal to
the face amount of insurance for which you applied. The maximum

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Variable Last Survivor                 20

<PAGE>



amount of temporary insurance for binding limited life insurance coverage is $3
million, which includes any in force coverage with us. This temporary insurance
is in force as long as you meet all requirements.

Coverage begins when:

     1.  you have completed and signed our binding limited life insurance
         coverage form;

     2.  we receive and accept a premium payment of at least your scheduled
         premium (selected on your application); and

     3.  part I of the application is completed.


Binding limited life insurance coverage ends on the earliest of:
     o   the date we return your premiums;
     o   five days after we mail notice of termination to the address on your
         application;
     o   the date your policy coverage starts;
     o   the date we refuse to issue you a policy based on your application; or
     o   90 days after you sign our binding limited life insurance coverage
         form.

There is no death benefit under the temporary insurance agreement if:
     o   there is a material misrepresentation in your answers on the binding
         limited life insurance coverage form;
     o   there is a material misrepresentation in statements on your
         application;
     o   the person or persons intended to be the insured people die by suicide
         or self- inflicted injury; or
     o   the bank does not honor your premium check.


PREMIUMS

You may choose the amount and frequency of premium payments, within limits.
During the continuation of coverage period premium payments will not be accepted
or scheduled. SEE CONTINUATION OF COVERAGE, PAGE 31.

SCHEDULED PREMIUMS

Your premiums are flexible. You may select your scheduled premium (within our
limits) when you apply for your policy. The scheduled premium, shown in your
policy and schedule, is the amount you choose to pay over a stated time period.
THIS AMOUNT MAY OR MAY NOT BE ENOUGH TO KEEP YOUR POLICY IN FORCE. You may
receive premium reminder notices for the scheduled premium on a monthly,
quarterly, semiannual, or annual basis. You are not required to pay the
scheduled premium.

Alternatively, you may choose to pay your premium by electronic funds transfer
each month. This option is not available for your initial premium. The financial
institution that makes your electronic funds transfer may charge for this
service.

You can change the amount of your scheduled premium within our minimum and
maximum limits at any time. If you fail to pay your scheduled premium or if you
change the amount of your scheduled premium, your policy performance will be
affected. During the special continuation period, your scheduled premium should
not be less than the special continuation premium shown in your policy. If you
want the guaranteed minimum death benefit, your scheduled premium should not be
less than the guarantee period annual premium shown in your policy. SEE
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 27.

UNSCHEDULED PREMIUM PAYMENTS

Generally speaking, you may make unscheduled premium payments at any time,
however, we will return all or part of premium payments which are greater than
the "seven-pay" limit for your policy if your payment would cause your policy to
become a modified endowment contract, unless you send us notice acknowledging
the new modified endowment contract status for your policy.

SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 56 AND CHANGES TO COMPLY WITH LAW, PAGE
58.

If you have an outstanding policy loan and you make an unscheduled payment, we
will consider this payment a loan repayment, unless you tell us otherwise. If
your payment is a loan repayment, we do not take out the tax and sales charges
which apply to premium payments.

MINIMUM ANNUAL PREMIUM

You must pay a minimum annual premium during your first five policy years to
qualify for the special continuation period discussed below.


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Variable Last Survivor                 21

<PAGE>



Your minimum annual premium is based on:
     o   each insured person's age, gender, premium class and any rating;
     o   the stated death benefit of your policy; and
     o   any additional benefits you select.

Your minimum annual premium is shown in the schedule pages of your policy. We
may reduce the minimum annual premium for group, or sponsored arrangements, or
for corporate purchasers.

SPECIAL CONTINUATION PERIOD

During the special continuation period, we guarantee that your policy will not
lapse, regardless of its net cash surrender value, if on a monthly processing
date during the first five policy years the sum of:
     o   all premiums that you have paid; minus
     o   partial withdrawals that you have taken; minus
     o   policy loans that you have taken, including accrued loan interest is
         greater than or equal to;
     o   the minimum monthly premiums for each policy month, starting with the
         first month of your policy through the current policy monthly
         processing date.

The minimum monthly premium is one-twelfth of the minimum annual premium.

During the first five years of your policy, we do not permanently waive certain
charges. Instead, we continue to deduct these charges. This deduction may result
in your policy having a negative net cash surrender value, unless you pay enough
premium to prevent this. The negative balance is your unpaid monthly deductions
owing. At the end of the special continuation period to avoid lapse of your
policy, you must pay enough premium to bring the net cash surrender value to
zero. SEE LAPSE, PAGE 38.

ALLOCATION OF NET PREMIUMS

The net premium is the balance remaining after we take premium-based charges
from your premium payment. We add the net premium to your account value
according to your instructions.

On the investment date, we will apply the net premium payments we have received
from you to your policy. Your initial net premium is allocated to your
allocation investment choices on the valuation date when:
     a)  we receive the amount of premium required for your insurance coverage
         to begin; and
     b)  all issue requirements have been met and received by our customer
         service center.

All amounts you designated for the guaranteed interest division will be
allocated to that division. If your state requires return of your premium during
the free look period, we invest amounts you have designated for the variable
divisions into the Fidelity VIP Money Market Division until 15 days after we
issue your policy (deemed delivery time, plus an average free look period, which
varies by state). If your state provides for return of account value during the
free look period, we invest amounts you designated for the variable divisions
directly into your selected investment portfolios. SEE FREE LOOK PERIOD OR RIGHT
TO EXAMINE POLICY, PAGE 41.

After you make your initial net premium, we allocate net premiums among your
investment choices on the valuation date of receipt. We always use your most
recent premium allocation instructions. Your instructions must specify
percentages that are whole numbers totaling 100%.

You may invest in a maximum of eighteen divisions over the lifetime of your
policy. This eighteen investment division maximum includes the variable
divisions and the guaranteed interest division, but not the loan division. SEE
MAXIMUM NUMBER OF INVESTMENT DIVISIONS, PAGE 19.

You may make five free premium allocation changes per year. After the five free
premium allocation changes, we charge you $25 for each additional allocation
change per policy year. The $25 fee is withdrawn from each investment division
pro rata to the amount in each division.


PREMIUM PAYMENTS AFFECT YOUR
COVERAGE

Unless you have the guaranteed minimum death benefit feature or are in the
special continuation period, your policy continues in effect only until your net
cash surrender value no longer covers the monthly deductions for your benefits.
If this happens, your policy will enter the 61-day grace period and you must
make a premium payment to avoid lapse. SEE LAPSE, PAGE 38, AND SEE GRACE PERIOD,
PAGE 38.

If you pay your minimum annual premium each year during the first five policy
years, we guarantee your policy and riders will not lapse during the special

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Variable Last Survivor                 22

<PAGE>



continuation period, regardless of your net cash surrender value. SEE SPECIAL
CONTINUATION PERIOD, PAGE 22.

Under the guaranteed minimum death benefit, the stated or base death benefit
portion of your policy remains effective until the end of the guarantee period.
The guaranteed minimum death benefit feature does not apply to riders which can
lapse and terminate during the guarantee period. You must meet all conditions of
the guarantee. SEE GUARANTEED MINIMUM DEATH BENEFIT PROVISION, PAGE 27.

MODIFIED ENDOWMENT CONTRACTS

There are special federal income tax rules for distributions from certain life
insurance policies known as "modified endowment contracts." These rules apply to
distributions such as policy loans, surrenders, and partial withdrawals.

Whether or not these rules apply depends upon whether or not the premiums you
paid are greater than the "seven-pay" limit. SEE MODIFIED ENDOWMENT CONTRACTS,
PAGE 56.

If we find that your scheduled premium causes your policy to be a modified
endowment contract on your policy date, we will require you to acknowledge that
you know the policy is a modified endowment contract. We will issue your policy
based on the scheduled premium you selected. If you do not want your policy to
be issued as a modified endowment contract, you may reduce your scheduled
premium to a level which does not cause your policy to be a modified endowment
contract. We will then issue your policy based on the revised scheduled premium.


DEATH BENEFITS

You can decide the amount of insurance you need, now and in the future. You can
combine the long-term advantages of permanent life insurance base coverage with
the flexibility and short-term advantages of term life insurance. Both permanent
and term life insurance are available under your variable last survivor policy.

When we issue your policy, we base the initial insurance coverage on the
instructions in your application. The initial death benefit is the stated death
benefit amount. You can add an adjustable term insurance rider or single life
term rider for additional insurance coverage.

The stated death benefit is the permanent element of your policy. The adjustable
term insurance rider is the term insurance element of your policy.

As a variable last survivor policy, your policy has a joint nature to the death
benefits. This means that we do not pay death proceeds until the second death of
the insured people. Your death benefit is calculated as of the date of the
second death of the insured people.

The adjustable term insurance rider acts as a bridge. It provides term insurance
coverage which automatically adjusts to fill the gap between your total death
benefit and your base death benefit depending on which death benefit option you
choose. If you have a policy with no term rider, your stated death benefit may
be no less than $250,000. If you choose to have an adjustable term insurance
rider, your stated death benefit may be as low as $100,000, as long as your
target death benefit is at least $250,000.

We do not guarantee coverage provided by the adjustable term insurance rider
under the guaranteed minimum death benefit. It may be to your economic advantage
to include part of your insurance coverage under the adjustable term insurance
rider. Both the cost of insurance under the adjustable term insurance rider and
the cost of insurance for the base death benefit are deducted monthly from your
account value and generally increase with the age of the insured people. Use of
the adjustable term insurance rider may reduce sales compensation. SEE
ADJUSTABLE TERM INSURANCE RIDER, PAGE 29.

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Variable Last Survivor                 23

<PAGE>


<TABLE>
<CAPTION>

                                               DEATH BENEFIT SUMMARY


                                        Option 1                                         Option 2
<S>                  <C>                                            <C>
Stated Death         The amount of policy death benefit at issue,   The amount of policy death benefit at issue,
Benefit              not including rider coverage.  A death         not including rider coverage.  A death benefit
                     benefit increase causes a new death benefit    increase causes a new death benefit segment to
                     segment to be added after issue; the amount    be added after issue; the amount of the increase
                     of the increase (the stated increase amount)   (the stated increase amount) is added to the
                     is added to thestated death benefit.           stated death benefit.

Base Death           The greater of the stated death benefit, or    The greater of the stated death benefit, plus the
Benefit              the account value multiplied by the death      account value or the account value multiplied
                     benefit corridor factor.                       by the death benefit corridor factor.

Target Death         Stated death benefit plus adjustable term      Stated death benefit plus adjustable term
Benefit              insurance rider benefit.                       insurance rider benefit.

Adjustable           This amount is set at issue and can be         This amount is set at issue and can be
Term Insurance       scheduled to change each year.  If the base    scheduled to change each year.  If the base
Rider Benefit        death benefit increases to meet the            death benefit increases to meet the
                     requirements of the Guideline                  requirements of the Guideline Premium/Cash
                     Premium/Cash Value Corridor Test, the          Value Corridor Test, the adjustable term
                     adjustable term insurance benefit will be      insurance rider benefit will be decreased.  It
                     decreased so that the sum of the base death    will be decreased so that the total death benefit
                     benefit and the adjustable term insurance      is the greater of the target death benefit plus
                     rider benefit is not greater than the target   the account value, or the account value
                     death benefit.  If the base death benefit      multiplied by the death benefit corridor factor.
                     becomes greater than the target death          In other words, the adjustable term insurance
                     benefit, the adjustable term insurance rider   rider benefit can be defined as the total death
                     benefit is zero.  In other words, the          benefit minus the base death benefit, but it will
                     adjustable term insurance rider benefit can    not be less than zero.
                     be defined as the target death benefit minus
                     base death benefit, but it will not be less
                     than zero.

Total Death          The greater of the target death benefit and    The greater of the target death benefit plus the
Benefit              the base death benefit.                        account value, or the base death benefit plus
                                                                    the adjustable term insurance rider benefit.
</TABLE>


BASE DEATH BENEFIT

Your base death benefit can be different from your stated death benefit as a
result of:
     o   your choice of death benefit option;
     o   your choice of the enhanced death benefit corridor option;
     o   a change in your death benefit option;
     o   increases to satisfy the federal income tax law definition of life
         insurance;
     o   partial withdrawals;
     o   increases or decreases in the stated death benefit; or
     o   a transaction which causes the base death benefit to change.

As long as your policy is in force, we will pay the death proceeds to your
beneficiary(ies) at the second death of the insured people. The beneficiary(ies)
is(are) the person (people) you name to receive the death proceeds from your
policy. The death proceeds are:
     o   your base death benefit; plus
     o   any rider benefits; minus
     o   your outstanding policy loan with accrued loan interest; minus
     o   outstanding policy charges due before the second death of the insured
         people.

There could be outstanding policy charges if the

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Variable Last Survivor                 24

<PAGE>



second death of the insured people happens while your policy is in the grace
period or in the five-year special continuation period.

DEATH BENEFIT OPTIONS

You have a choice of two death benefit options in addition to the enhanced death
benefit corridor option: option 1 or option 2 (described below). Your choice may
result in your having a base death benefit, which is greater than your stated
death benefit. Your death benefit is calculated as of the date of the second
death of the insured people. You may change your death benefit option after the
policy date and before the continuation of coverage feature begins. You may not
change your enhanced death benefit corridor option. You must choose whether or
not you want the enhanced death benefit corridor option before we issue your
policy. SEE CHANGES IN DEATH BENEFIT OPTION 1 OR 2, PAGE 25.

Under death benefit option 1, your base death benefit is the greater of:

     1.  your stated death benefit; or

     2.  your account value multiplied by the appropriate factor from the
         "Definition of Life Insurance Factors" shown in Appendix A or B
         depending on whether or not you elect the enhanced death benefit
         option.

Under death benefit option 2, your base death benefit is the greater of:

     1.  your stated death benefit plus your account value; or

     2.  your account value multiplied by the appropriate factor from the
         "Definition of Life Insurance Factors" shown in Appendix A or B
         depending on whether or not you elect the enhanced death benefit
         option.

Under option 1 positive investment performance is generally reflected in a
reduced net amount at risk. This lowers your policy's total cost of insurance
charges. Option 1 offers insurance coverage that is a set amount with
potentially lower cost of insurance charges over time. You should choose option
2 if you want to have investment performance reflected in your insurance
coverage.

Federal income tax law requires that your death benefit be at least as much as
your account value multiplied by a factor defined by law. This factor is based
on:
     o   the younger insured person's age; and
     o   the Guideline Premium/Cash Value Corridor Test for the federal income
         tax law definition of life insurance; and
     o   the enhanced death benefit corridor option, if elected.

We will adjust your policy to continue to qualify as life insurance under the
federal income tax laws in existence at the time the policy was issued.

CHANGES IN DEATH BENEFIT OPTION 1 OR 2

You may request a change in your death benefit option 1 or 2 after your first
policy year and before the continuation of coverage feature begins. Your death
benefit option change is effective on your next monthly anniversary after we
accept and approve your requested change, so long as at least five days remain
before your monthly anniversary. If fewer than five days remain before your
monthly anniversary, your death benefit option change is effective on your next
monthly anniversary.

After we approve your request, we send a new policy schedule page to you. You
should attach it to your policy. We may ask you to return your policy to our
customer service center so that we can note the change in your schedule. A death
benefit option change applies to your entire stated or base death benefit.
Changing your death benefit option may reduce or increase your target death
benefit, as well as your stated death benefit.

We may not allow you to change the death benefit option if it reduces the target
or stated death benefit below the minimum we require to issue your policy.

On the effective date of your option change, your stated death benefit is
changed as follows:


   Change       Change       Stated Death Benefit
    From          To          Following Change:

Option 1     Option 2    your stated death benefit
                         before the change minus
                         your gross account value as
                         of the effective date of the
                         change.

Option 2     Option 1    your stated death benefit
                         before the change plus your
                         gross account value as of the
                         effective date of the change.


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Variable Last Survivor                 25

<PAGE>



We increase or decrease your stated death benefit to keep the net amount at risk
the same on the date you change your death benefit option. Additionally, there
is no change to the amount of term insurance if you have an adjustable term
insurance rider. SEE COST OF INSURANCE CHARGES, PAGE 50.

If you change your death benefit option, we adjust the stated death benefit for
each of your segments by allocating your account value to each benefit segment.
If you change from death benefit option 1 to option 2, your stated death benefit
is decreased by the amount of your account value allocation to that segment. If
you change from death benefit option 2 to option 1, your stated death benefit is
increased by the amount allocated to that segment.

We do not impose a surrender charge for any decrease in your stated death
benefit due to your changing your death benefit option. There is no change to
the target premium. SEE SURRENDER CHARGE, PAGE 51.

Death benefit option 2 is not available during the continuation of coverage
period. If you select this on your policy, it automatically converts to death
benefit option 1 upon the younger insured person's 100th birth date.

ENHANCED DEATH BENEFIT CORRIDOR OPTION

You may elect, at any time prior to the issuance of your policy, the enhanced
death benefit corridor option.

This option generally provides an opportunity for you to have an increased death
benefit on the lives of the insured people at certain ages. Under death benefit
options 1 and 2, to calculate your base death benefit value, your account value
is multiplied by a factor shown in Appendix A or B depending on whether or not
you elect this option. The result of this calculation is your base death benefit
if it exceeds your stated death benefit. Under the enhanced death benefit
corridor option, we calculate your base death benefit using the factors shown on
Appendix B. SEE DEATH BENEFIT OPTIONS, PAGE 25.

There is no separate charge for this feature. However, the same account value
may generate a higher base death benefit under policies with this option than on
policies where you do not elect the option. Cost of insurance charges are based
on the net amount at risk, which is the difference between the account value and
the base death benefit. Therefore, as a result of the increased death benefit,
the cost of insurance charges may be higher for policies where you elect this
option. Your registered representative/agent can provide you with a personalized
illustration to show the difference between a policy with this option and one
without it. If your policy does not have sufficient account value, electing this
option may have no effect on your base death benefit.

Adding this option to your policy does not affect the operation of your policy's
riders, including the adjustable term insurance rider. When the base death
benefit is more than the stated death benefit, transactions which reduce your
account value (such as a partial withdrawal) also reduce your death benefit. The
dollar reduction to the death benefit under these circumstances is greater for
policies with the enhancement option than on those without the option.

Once elected, this option cannot be deleted from your policy. You may lose the
benefit of this option if your account value falls below the minimum level
needed to keep it in effect. Once elected, this option continues as long as
coverage on the original insured people continues.

CHANGES IN DEATH BENEFIT AMOUNTS

You may want to increase the target or stated death benefit under your policy.
You may do this while your policy is in force and before the policy anniversary
when the joint equivalent age of the insured people is 85.

You must provide satisfactory evidence that each insured person is still
insurable to increase your death benefit. You may request a decrease in the
stated death benefit only after your first policy anniversary.

Contact our customer service center to request an increase or decrease in your
policy death benefit. The request is effective as of the next monthly processing
date after we receive your request and approve it, unless there are underwriting
or other requirements which must be met before your request is effective. Any
requested change in your coverage must be for at least $1,000.

After we approve your request, we will send you a new schedule page for your
policy which includes the:
     o   stated death benefit;
     o   benefit under applicable riders;
     o   guaranteed cost of insurance rates of each segment;

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Variable Last Survivor                 26

<PAGE>



     o   new surrender charge; and
     o   target death benefit schedule.

Keep the new schedule with your policy. We may ask you to send your policy to us
so that we can note the change in your schedule.

We may not approve a requested change because it will disqualify your policy as
life insurance under the applicable federal income tax law. If we disapprove a
change for any reason, we provide you with a notice of our decision. SEE TAX
CONSIDERATIONS, PAGE 55.

If your policy does not have an adjustable term insurance rider, your stated
death benefit may be no less than $250,000. If you choose to have an adjustable
term insurance rider, your stated death benefit may be as low as $100,000 as
long as your target death benefit is at least $250,000.

There may be tax consequences as a result of a decrease in your death benefit,
as well as a possible surrender charge. SEE TAX STATUS OF THE POLICY, PAGE 55
AND MODIFIED ENDOWMENT CONTRACTS, PAGE 56.

Requested reductions in the death benefit will first be applied to decrease the
target death benefit. We decrease your stated death benefit only after your
adjustable term insurance rider coverage is reduced to zero. If you have more
than one segment (see below), we divide subsequent decreases in stated death
benefit among your benefit segments pro rata unless state law requires
differently.

Unless you tell us differently, we assume any request you make for an increase
in your target death benefit is also a request for an increase to the stated
death benefit. Thus, the amount of your adjustable term insurance rider will not
change.

You may change the target death benefit only once in a policy year.

The initial, or first segment, is the stated death benefit on the effective date
of the policy. An increase in the stated death benefit (other than one caused by
an option change) will cause a new segment to be created. The segment year
begins on the segment effective date and ends one year later. The following may
apply to each new segment:
     o   a new minimum annual premium during the first five years of your
         policy;
     o   a new sales charge;
     o   new surrender charges;
     o   new cost of insurance charges, guaranteed and current;
     o   a new incontestability period;
     o   a new suicide exclusion period; and
     o   a new target premium.

A requested increase in your stated death benefit creates a new segment. Once we
create a new segment, it is permanent unless state law requires differently. If
an option change causes the stated death benefit to increase, no new segment is
created. Instead, the size of each existing segment(s) is(are) changed. If it
causes the stated death benefit to decrease, each segment is decreased.

To determine the applicable sales charge, premiums you pay after an increase are
applied to your policy segments in the same proportion as the target premium for
each segment bears to the sum of the target premium for all segments.

We allocate the net amount at risk among segments in the same proportion that
each segment bears to the total stated death benefit.

GUARANTEED MINIMUM DEATH BENEFIT

Usually, how long your policy remains in force depends on your policy's net cash
surrender value. Because we deduct charges monthly from your net cash surrender
value, your coverage lasts only as long as your net cash surrender value is
enough to pay these charges and your account value is more than your loan
interest due during the special continuation period. Your account value and the
length of time your policy remains in force depends on:
 
     1.  timing and amount of any premium payments;

     2.  the investment performance of the variable divisions;

     3.  the interest you earn in the guaranteed interest division;

     4.  the amount of your monthly charges; and

     5.  partial withdrawals you take.

You can choose whether or not to put the guaranteed minimum death benefit
feature in force only at the issue of your policy. This feature extends the
period that your policy's stated death benefit remains in effect even if the
variable divisions have poor investment performance. It has a guarantee period

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that lasts until the younger insured person's 100th birth date, so long as you
have met all requirements.

The guaranteed minimum death benefit coverage does not apply to any riders,
including the adjustable term insurance rider. Therefore, if your net cash
surrender value is not enough to pay the deductions as they come due on your
policy and if your policy is outside the special continuation period, only the
stated death benefit portion of your coverage is guaranteed to stay in force.
All riders will end.

The guaranteed minimum death benefit feature is not available in some states.

If you choose the guaranteed minimum death benefit feature, we currently charge
the guaranteed rate of $0.005 per $1,000 of your stated death benefit each month
during the guarantee period.

REQUIREMENTS TO MAINTAIN THE GUARANTEE PERIOD

To qualify for the guaranteed minimum death benefit you must pay an annual
premium higher than the minimum annual premium. This higher premium is called
the guarantee period annual premium. The guarantee period monthly premium is
equal to one-twelfth of the guarantee period annual premium. Your net account
value must also meet certain diversification requirements.

Your guarantee period annual premium depends on:
     o   your policy's stated death benefit;
     o   each insured person's age, gender, premium class and underwriting
         characteristics;
     o   the death benefit option you chose;
     o   additional rider coverage on your policy; and
     o   other additional benefits on your policy.

At each monthly processing date we test to see if you have paid enough premium
to keep your guarantee in place. We calculate:
     o   actual premiums paid; minus
     o   the amount of any partial withdrawals you make; minus
     o   policy loans you take with accrued loan interest. This amount must
         equal or exceed;
     o   the sum of the guarantee period monthly premium payments for each
         policy month starting with your first policy month through the end of
         the policy month that begins on the current monthly processing date.

You must continually meet the requirements of the guarantee period for this
feature to remain in effect. We show the guarantee period annual premium on your
policy schedule. If your policy benefits increase, the guarantee period annual
premium increases. If your policy fails to meet this test on any monthly
processing date, the guarantee period ends, and thus the guaranteed minimum
death benefit lapses.

The guarantee period ends if your net account value on any monthly processing
date is not diversified as follows:

     1.  you must invest your net account value in at least five investment
         divisions; and

     2.  you may invest no more than 35.0% of your net account value in any one
         division.

Your policy will continue to meet the diversification requirements if:

     1.  you have automatic rebalancing and you meet the two diversification
         tests listed above; or

     2.  you have dollar cost averaging which results in transfers into at least
         four additional investment divisions with no more than 35.0% of any
         transfer directed to any one division.

     SEE DOLLAR COST AVERAGING, PAGE 34, AND AUTOMATIC REBALANCING, PAGE 35.

If you fail to satisfy either the premium test or the diversification test and
you do not correct it, this feature terminates. Once it terminates, you cannot
reinstate the guaranteed minimum death benefit feature. The guaranteed period
annual premium no longer applies.


ADDITIONAL BENEFITS

Your policy may include additional benefits, which we attach by rider. A rider
changes benefits under your policy and may or may not add an additional cost to
your policy. We deduct a monthly charge from your account value for each rider
you choose. You may cancel these rider benefits at any time. If you choose any
of these benefits your policy will include the details. Not all riders are
available for all policies. You may schedule your term rider coverage to
increase or decrease at issue. If you want to increase your scheduled benefits
after issue of your

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rider, new guidelines may apply. Scheduled benefits are the kind and amount of
benefits you choose under your policy over a stated period of time.

Periodically we may offer other riders than those listed here. You should
contact your registered representative for a complete list of the riders now
available.

SEE MODIFIED ENDOWMENT CONTRACTS, PAGE 56, FOR INFORMATION ON THE POSSIBLE TAX
EFFECTS OF ADDING OR CANCELING THESE BENEFITS.

ADJUSTABLE TERM INSURANCE RIDER

You may increase your death proceeds by adding an adjustable term insurance
rider. The amount we pay is the term death benefit in force at the time of the
second death of the two people. As the name suggests, the adjustable term
insurance rider adjusts over time.

You specify a target death benefit when you apply for this rider. The target
death benefit can be level or can be scheduled to change at the beginning of any
policy year. We generally restrict your target death benefit to an amount not
more than four times your stated death benefit at issue. Under certain
circumstances, we will be willing to allow you to specify a target death benefit
of up to eight times your stated death benefit during the first four policy
years. After this four-year period, the normal target death benefit maximum
would apply.

The death benefit for the adjustable term insurance rider is the difference
between your total death benefit and your base death benefit. The death benefit
automatically adjusts daily as your base death benefit changes. Total death
benefit depends on which death benefit option is in effect:

     OPTION 1:    If option 1 is in effect, the total death benefit is the
                  greater of:

                  a.  the target death benefit, or
                  b.  the account value multiplied by the appropriate factor
                      from the death benefit corridor factors in the policy.

     OPTION 2:    If option 2 is in effect the total death benefit is the
                  greater of:

                  a.  the target death benefit plus the account value; or
                  b.  the account value multiplied by the appropriate factor
                      from the death benefit corridor factors in the policy.

For example, under option 1, assume your base death benefit increases because of
or as a result of an increase in your account value. The adjustable term
insurance rider adjusts to provide death proceeds equal to your total death
benefit in each year:


  Base Death   Total Death        Adjustable Term
   Benefit       Benefit      Insurance Rider Amount
  ----------   -----------    ----------------------
   201,500       250,000              48,500
   202,500       250,000              47,500
   202,250       250,000              47,750

It is possible that the amount of your adjustable term insurance may be zero if
your base death benefit increases enough. Using the same example, if the base
death benefit under your policy grew to $250,000, the adjustable term insurance
would be zero.

The adjustable term insurance can never be less than zero. Even when the
adjustable term insurance is reduced to zero, your rider remains in effect until
you remove it from your policy. Therefore, if later the base death benefit is
reduced below your target death benefit, the adjustable term insurance rider
amount reappears to maintain the total death benefit.

You may change the target death benefit schedule after it is issued, based on
our rules. SEE CHANGES IN DEATH BENEFIT AMOUNTS, PAGE 26.

We may deny any future, scheduled increases to your target death benefit if you
cancel a scheduled change, or if you ask for an unscheduled decrease in your
target death benefit.

Partial withdrawals, changes from death benefit option 1 to death benefit option
2, and base decreases may reduce the amount of your target death benefit. SEE
PARTIAL WITHDRAWALS, PAGE 37 AND CHANGES IN DEATH BENEFIT OPTION, PAGE 25.

There is no defined premium for a given amount of adjustable term insurance
coverage. Instead, we deduct a monthly cost of insurance charge from your
account value. The cost of insurance for this rider is calculated as the monthly
cost of insurance rate for the rider coverage multiplied by the adjustable term
death benefit in effect that month. The cost of insurance rates will be
determined by us from time to

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time. They will be based on the issue ages, genders and premium classes of the
insureds, as well as the length of time since your policy date. The monthly
guaranteed maximum cost of insurance rates for this rider will be in the policy.
SEE COST OF INSURANCE CHARGES, PAGE 50.

There are no sales or surrender charges for this coverage. This means that an
increase in your target death benefit which does not increase your stated death
benefit does not increase the total surrender charge for your policy. Further, a
decrease in your adjustable term insurance rider coverage does not cause a
surrender charge to be assessed. If the target death benefit schedule is
increased by you after the rider is issued, we use the same rates for the entire
coverage for this rider. These rates are based on the original premium classes
even though satisfactory new evidence of insurability is given to us for the
increased schedule.

SINGLE LIFE TERM RIDER

This rider provides a benefit upon the death of one of the primary insured
people under your policy. You may choose to add a single life term rider to just
one insured person; or, you may add two single life term riders: one for each
insured person under your policy. You may add this rider when your policy is
issued or at a later time. The insured person must be insurable according to our
rules.

We will issue the single life term rider for an insured person who is age 85 or
younger. Coverage may continue under this rider until the earlier of when:

     o   the insured person covered by this rider reaches age 100;
     o   the continuation of coverage provision becomes effective; and
     o   the insured person covered by this rider dies. SEE CONTINUATION OF
         COVERAGE, PAGE 31.

The minimum amount of coverage for each single life term rider is $1,000. The
maximum coverage for an insured person under this rider is subject to our
underwriting determinations. We can schedule the death benefit for your single
life term rider when we issue it. You may increase or decrease coverage under
this rider.

Your request for an increase or decrease in coverage is effective as of the next
monthly processing date after we approve your request, unless there are
underwriting or other requirements which must be met before your request is
effective. Any requested change in your coverage must be for at least $1,000. If
you schedule or request an increase after issue, the insured person under this
rider will again be subject to our underwriting requirements. The charge for
this rider is based on the age, gender, premium class, and underwriting
characteristics of the insured person covered by this rider.

The charge for this rider is deducted on each monthly processing date. It is
charged as a cost per each $1,000 of the net amount at risk under this rider.
See the schedule pages attached to your policy for information on your actual
cost. There are no surrender charges for decreases in the amount of coverage
under the single life term rider.


SPECIAL FEATURES

POLICY MATURITY

You can surrender your policy at anytime. However, at the younger insured
person's 100th birth date, if you do not want the continuation of coverage
feature, you should surrender the policy, otherwise continuation of coverage
will become effective. Your policy then ends. Some part of this payment may be
taxable. You should consult your tax adviser.

POLICY SPLIT OPTION

Under certain circumstances, you may exchange your policy for a single life
insurance policy on each person insured under your policy. You do not need to
provide evidence of insurability on either insured person to make this exchange
if there is no overall increase in death benefit amounts, and neither single
life policy coverage is greater than 50% of the original death benefit.

On the effective date of the exchange, the available death benefit under your
policy will be divided between the two single life insurance policies. The
maximum amount you may allocate to each single life policy without underwriting
is 50% of your available death benefit amount. The sum of the face amounts for
the two single life insurance policies may not be more than the total death
benefit amount under your original policy. You are not required to use the
maximum death benefit amount available for either insured person.

You may split your policy to provide coverage of more than 50% of the total
death benefit under your

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Variable Last Survivor                 30

<PAGE>



original policy for one insured person. To do so, you must provide proof that
the insured person is insurable at the time of the policy split. For coverage of
50% or less of the total death benefit under your original policy, you do not
need to provide proof of insurability.

You may use the policy split option if:
     a)  there is a final divorce decree regarding the marriage of the two
         insured people;
     b)  there is a change to the federal estate tax law which results in
         either:
         i)   removal of the unlimited marital deduction provision; or
         ii)  a reduction in the current maximum federal estate tax of at least
              a 50% reduction after your policy date; or
     c)  there is a dissolution of business carried on or owned by the two
         insured people.

You must send us written notice of your election to split your policy under the
policy split option within 180 days of the occurrence of these stated events.
You must provide satisfactory evidence that the contingent event has occurred.

The effective date of the exchange is the first monthly processing date after we
have approved your policy exchange. The insurance under the two individual life
insurance policies will start on the effective date of your exchange only if
both insured people are alive on that date. The new single life insurance
policies will not provide insurance coverage until that time. If either insured
person is not alive on that date, your exchange is void.

All terms and conditions under the new policies apply once your policy is split.
Consult your new single life insurance policies upon split.

The premiums under each new policy will be based on each insured person's age,
gender and premium class at the time of the split of your policy. Premiums will
be due for each new policy under the terms of the new policy as of the effective
date of the exchange. The surrender value of the old policies will be allocated
to the new policies on the effective date of the exchange in the same proportion
that the face amount was divided between the two single life insurance policies,
unless we agree to a different allocation. If this allocation would cause an
increase in the face amount of either new single life insurance policy, we may
limit the amount of surrender value you may apply to each new policy. Any
remaining surrender value will be paid to you in cash, and may be taxable. Any
loan on your policy will be divided and transferred to each new single life
insurance policy in the same proportion as your cash value is allocated. Any
remaining outstanding loan balance must be paid in cash before the effective
date of the exchange. Any person or entity to which you have assigned your
policy must agree to the exchange. Any assignment of your policy will apply to
each new single life insurance policy.

If you have a single life term insurance rider on your policy at the date of the
policy split, you may have a term insurance rider insuring the same insured
person if such a rider is available on the new policy. Any other riders on new
policies are subject to the availability of the riders under the new policy and
new proof of insurability of the insured people.

Your right to split your policy into two single life insurance policies ends on
the earliest of:
     a)  the policy anniversary nearest the younger insured person's 100th birth
         date; or
     b)  the first death of the insured people;
     c)  the end of your policy grace period; or
     d)  the termination or surrender of your policy.

Exercising the policy split option may be treated as a taxable transaction.
Moreover, the two single life insurance policies that result from a policy split
could be treated as a Modified endowment contract. SEE TAX CONSIDERATIONS, PAGE
55. You should consult a tax adviser when exercising the policy split option.

RIGHT TO EXCHANGE POLICY

During the first 24 months after your policy date, you have the right to
exchange your policy to a guaranteed policy, unless state law requires
differently. To do this, we transfer the amount you have in the variable
divisions to the guaranteed interest division. We allocate all of your future
net premiums only to the guaranteed interest division. We do not allow any
future payments or transfers to the variable divisions when you exercise this
right.

We will not charge you for the transfer to make this exchange. SEE THE
GUARANTEED INTEREST DIVISION, PAGE 19.

CONTINUATION OF COVERAGE

The continuation of coverage feature allows insurance coverage to continue in
force beyond the younger insured person's 100th birth date. If you choose to
allow the continuation of coverage feature to become effective, we:

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     o   transfer your net account value (excluding the amount in the loan
         division) into the guaranteed interest division;
     o   charge a one-time $400 administrative fee to your policy to cover
         future expenses;
     o   terminate all riders;
     o   convert death benefit option 2 to death benefit option 1, if
         applicable; and
     o   terminate investment features such as dollar cost averaging and
         automatic rebalancing.

At the younger insured person's 100th birth date, if you have then in effect, an
adjustable term insurance rider, the target death benefit becomes the stated
death benefit. The adjustable term insurance rider then terminates. If you have
no adjustable term insurance rider coverage, your stated death benefit is
unchanged. You may make no further premium payments.

Your insurance coverage continues in force until the second death of the insured
people, unless the policy lapses or is surrendered. However, we deduct no
further cost of insurance charges. Your monthly deductions also cease when
continuation of coverage begins. SEE CONTINUATION OF COVERAGE ADMINISTRATIVE
FEE, PAGE 50.

Your net account value may not be transferred into the variable divisions after
the younger insured person's 100th birth date.

During the continuation of coverage period, you may take policy loans or partial
withdrawals from your policy. If we are paying a persistency refund on the
guaranteed interest division, and your policy is in the continuation of coverage
period, we credit you with the persistency refund. SEE PERSISTENCY REFUND, PAGE
51.

If you have outstanding policy loans, interest continues to accrue. If you fail
to make any loan payments or loan interest payments, it is possible that the
loan plus accrued interest may become greater than your account value and cause
your policy to lapse. To avoid this, you may repay loans and make loan interest
payments during the continuation of coverage period. However, we will not accept
any additional premium payments.

If you wish to stop coverage after the continuation of coverage feature begins,
you may surrender your policy and receive the net account value. There is no
surrender charge after the younger insured person's 100th birth date. All normal
consequences apply. SEE SURRENDER, PAGE 41, AND SURRENDER CHARGE, PAGE 51.

The continuation of coverage feature may not be available in all states. If a
state has approved this feature, it is an automatic feature and you do not need
to take any action to activate it.

The tax consequences of coverage continuing beyond the younger insured's
person's 100th birth date are uncertain. You should consult a tax adviser as to
those consequences.


POLICY VALUES

ACCOUNT VALUE

Your account value is the total amount you have in the guaranteed interest
division, the variable divisions, and the loan division. Your account value
reflects:
     o   net premiums;
     o   deductions for charges;
     o   partial withdrawals;
     o   investment performance of the variable divisions;
     o   interest earned on the amount you have in the guaranteed interest
         division; and
     o   interest earned and charged on the amounts you have in the loan
         division.

NET ACCOUNT VALUE

Your policy's net account value is your account value minus the amount of your
outstanding policy loans (including accrued loan interest).

CASH SURRENDER VALUE

Your cash surrender value is your account value minus any surrender charge.

NET CASH SURRENDER VALUE

Your net cash surrender value is your cash surrender value minus the amount of
your outstanding policy loans, and accrued loan interest.

DETERMINING THE VALUE IN THE VARIABLE DIVISIONS

The amounts included in the variable divisions are measured by accumulation
units and accumulation unit values.

On any given day, the value of a variable division is the accumulation unit
value for that division times

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Variable Last Survivor                 32

<PAGE>



the number of accumulation units you own in that
division.  Each variable division has a different
accumulation unit value.

You purchase accumulation units of a division whenever you allocate premium or
make transfers to that division. This includes transfers from the loan division.

We redeem accumulation units from the variable divisions:
     o   when you take a partial withdrawal;
     o   when amounts are transferred from a variable division (including
         transfers to the loan division);
     o   for the monthly deductions from your account value;
     o   for policy transaction charges;
     o   for surrender charges;
     o   on surrender; and
     o   to pay the death benefit upon the second death of the insured people.

We calculate the number of variable division accumulation units purchased or
redeemed as of any valuation date by:

     1.  dividing the dollar amount of your transaction by:

     2.  the division's accumulation unit value calculated at the close of
         business on the valuation date of the transaction.

The accumulation unit value is the value of an accumulation unit determined as
of each valuation date. The accumulation unit value of each division varies with
the investment performance of the matching portfolio. It reflects:
     o   investment income;
     o   realized and unrealized capital gains and losses;
     o   investment portfolio expenses; and
     o   daily mortality and expense risk charges we make to the variable
         account.

SEE HOW WE CALCULATE ACCUMULATION UNIT VALUES FOR EACH DIVISION, PAGE 33.

The date of a transaction is the valuation date we receive your premium or an
acceptable request at our customer service center.

If your premium or request reaches our customer service center on a day that is
not a valuation date, or after the close of business on a valuation date, the
transaction is processed on the next valuation date. Otherwise, your transaction
is processed on the valuation date.

We take monthly deductions from your account value as of the monthly processing
date. If your monthly processing date is not a valuation date, the monthly
deduction is processed on the next valuation date. We take transaction charges
or surrender charges as of the effective date of your transaction.

The value of amounts allocated to the variable divisions goes up or down
depending on investment performance.

For amounts in the variable divisions, there is no guaranteed minimum cash
value.

HOW WE CALCULATE ACCUMULATION UNIT VALUES FOR EACH DIVISION

We determine accumulation unit values for the variable divisions on each
valuation date. We perform all policy transactions as of a valuation date.

We generally set the accumulation unit value for a division at $10 on the date
when the division is first opened and begins accepting amounts. After that, the
accumulation unit value on any valuation date is:

     1.  the accumulation unit value for the preceding valuation date multiplied
         by

     2.  the accumulation experience factor for that division for the valuation
         period.

Every valuation period begins at 4:00 p.m. Eastern time on a valuation date and
ends at 4:00 p.m. Eastern time on the next valuation date.

We calculate an accumulation experience factor for each investment division
every valuation date as follows:

     1.  We take the share value of the underlying portfolio shares in the
         division as reported to us by the investment portfolio managers as of
         the close of business on that valuation date.

     2.  We add dividends or capital gain distributions declared per share and
         reinvested by the investment portfolio on the date that the share value
         is affected. If applicable, we subtract a charge for taxes from this
         amount.

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Variable Last Survivor                 33

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     3.  We divide the remaining amount by the value of the shares in the
         underlying investment portfolio for the variable division at the close
         of business on the previous valuation date.

     4.  We then subtract a charge for the mortality and expense risk which we
         assume under your policy. The daily charge is .002055% of the
         accumulation unit value. This is an annual rate of .75% of the
         accumulation unit value. If the previous day was not a valuation date,
         the charge is multiplied by the number of days between the two
         valuation dates.

The result of these calculations is the accumulation experience factor for the
valuation period.


TRANSFERS OF ACCOUNT VALUE

You may make up to twelve free transfers among the variable divisions, or the
guaranteed interest division, in each policy year. We do not limit your number
of transfers, but we charge a $25 fee for each transfer that you make after the
first twelve in each policy year. We do not include transfers for automatic
rebalancing or dollar cost averaging toward your twelve free transfers.

You may make transfer requests in writing, or by telephone if you have telephone
privileges, to our customer service center. Your transfer takes effect on the
valuation date we receive your request. The minimum amount you may transfer is
$100. This minimum does not need to come from one division or be transferred to
one division as long as the total amount you transfer is at least $100. However,
if the amount remaining in a variable division is less than $100 when you make a
transfer request, we transfer the entire amount out of that division.

If you elect telephone privileges, you may make transfers by calling our
customer service center. You may not make transfers during the continuation of
coverage period. SEE TELEPHONE PRIVILEGES, PAGE 44.

EXCESSIVE TRADING

Excessive trading activity can disrupt investment portfolio management
strategies and increase portfolio expenses. Thus, we limit excessive transfer
activity. Excessive transfers may cause:
     o   increased trading and transaction costs;
     o   disruption of planned investment strategies;
     o   forced and unplanned portfolio turnover;
     o   lost opportunity costs; and
     o   the investment portfolios to have large asset swings that decrease
         their ability to provide maximum investment return to all policyowners.

In response to excessive trading, we may place restrictions or refuse transfers
made by third-party agents acting on behalf of owners such as a market timing
service. We will refuse or place restrictions on transfers when we determine, in
our sole discretion, that transfers are harmful to the investment portfolios, or
to policyowners as a whole.

GUARANTEED INTEREST DIVISION TRANSFERS

You may transfer from the guaranteed interest division only in the first 30 days
of each policy year. Transfer requests received within 30 days before your
policy anniversary are deemed to occur on your policy anniversary. Transfer
requests made at any other time will not be processed.

Transfers from the guaranteed interest division are limited to the largest of:
     o   25% of your guaranteed interest division balance at the time of your
         first transfer or withdrawal out of it in that policy year;
     o   the sum of the amounts you have transferred and withdrawn from the
         guaranteed interest division in the prior policy year; or
     o   $100.

Transfers of your account value into the guaranteed interest division are not
restricted.


DOLLAR COST AVERAGING

If your policy has at least $10,000 invested in either the Fidelity VIP Money
Market Portfolio, or the Neuberger Berman AMT Limited Maturity Bond Portfolio,
you can elect dollar cost averaging. The main goal of dollar cost averaging is
to protect your policy values from short-term price changes.

DOLLAR COST AVERAGING DOES NOT ASSURE A PROFIT NOR DOES IT PROTECT YOU AGAINST A
LOSS IN A DECLINING MARKET.

This systematic plan of transferring account values is

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Variable Last Survivor                 34

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intended to reduce the risk of investing too much when the price of an
investment portfolio's shares is high. It also reduces the risk of investing too
little when the price of an investment portfolio's shares is low.

Since you transfer the same dollar amount to other divisions each period, you
purchase more units in a division if the unit value is low, and you purchase
fewer units if the unit value is high.

You may add dollar cost averaging to your policy at any time. The first dollar
cost averaging date must be at least five days after we receive your dollar cost
averaging request. Dollar cost averaging cannot begin before the end of your
free look period, if your state requires return of all premiums paid during the
free look period.

With dollar cost averaging, you designate either a dollar amount, or a
percentage of your account value, for automatic transfer from either the
division invested in either the Fidelity VIP Money Market Portfolio or the
Neuberger Berman AMT Limited Maturity Bond Portfolio for automatic transfer.
Each period, we automatically transfer the amount you select from your chosen
source division to one or more other variable divisions. You may not make
transfers to or from the guaranteed interest division or the loan division under
dollar cost averaging.

The minimum percentage you may transfer to any one division is 1.0% of the total
amount you transfer to all divisions you select. You must transfer at least $100
for each dollar cost averaging transfer.

Dollar cost averaging may occur on the same day of the month either monthly,
quarterly, semi-annually, or annually. Unless you tell us otherwise, dollar cost
averaging automatically takes place monthly, on the monthly processing date.

We do not count dollar cost averaging transfers toward your twelve free
transfers per policy year. There is no charge for this feature.

You may have both dollar cost averaging and automatic rebalancing at the same
time. The dollar cost averaging division from which your transfer will be taken
cannot be included in your automatic rebalancing program.

CHANGING DOLLAR COST AVERAGING

You may change your dollar cost averaging program one time per policy year. If
you have telephone privileges, you may make changes to the dollar cost averaging
program by telephoning our customer service center. SEE TELEPHONE PRIVILEGES,
PAGE 44.

TERMINATING DOLLAR COST AVERAGING

You may cancel dollar cost averaging by sending satisfactory notice to our
customer service center. We must receive it at least five days before the next
dollar cost averaging date.

Dollar cost averaging will terminate if:

     1.  you specify a termination date; or

     2.  your balance remaining in the division from which your dollar cost
         averaging transfers are taken reaches a dollar amount you set; or

     3.  on any dollar cost averaging date, the amount in the division from
         which you want to make a transfer is equal to or less than the amount
         to be transferred. We will transfer the remaining amount and dollar
         cost averaging ends.


AUTOMATIC REBALANCING

Automatic rebalancing provides you with a method for maintaining a consistent
approach to investing account values over time, and simplifying the process of
asset allocation (by dividing amounts among the investment options you have
chosen.)

Transfers made for automatic rebalancing do not count toward your twelve free
transfers per policy year. There is no charge for this feature.

If you choose this feature, on each rebalancing date we transfer amounts among
the divisions to match your pre-set automatic rebalancing allocation
percentages. After the transfers, the ratio of your account value in each
division to your total account value for all divisions included in automatic
rebalancing matches the automatic rebalancing allocation percentage for that
division. This action rebalances the amounts in the investment divisions that do
not match your set allocation. This happens if an investment division
outperforms other divisions for that time period.

You may choose the automatic rebalancing feature on your application or later by
completing our

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Variable Last Survivor                 35

<PAGE>



customer service form. Automatic rebalancing may occur on the same day of the
month either monthly, quarterly, semi-annually, or annually. If you do not
specify, automatic rebalancing will occur quarterly.

If you choose automatic rebalancing on your policy application, the first
transfer occurs on the date you select (after your free look period). If you
elect this feature after your policy date, we process the first transaction on
the date you have requested. If you requested no date, processing is on the last
valuation date of the calendar quarter we receive your notice at our customer
service center.

When you choose automatic rebalancing allocations, you may choose up to eighteen
total investment divisions. SEE MAXIMUM NUMBER OF INVESTMENT DIVISIONS, PAGE 19.

You may have both automatic rebalancing and dollar cost averaging at the same
time. The division from which your dollar cost averaging transfers are taken
cannot be included in your automatic rebalancing allocating program. You may not
include the loan division in your automatic rebalancing allocations.

CHANGING AUTOMATIC REBALANCING

You may change your allocation percentages for automatic rebalancing at any
time. Your allocation change is effective on the valuation date that we receive
it at our customer service center. If you reduce the amount allocated to the
guaranteed interest division, it is considered a transfer from that division.
You must meet the requirements for the maximum transfer amount and time
limitations on transfers from the guaranteed interest division. SEE TRANSFERS OF
ACCOUNT VALUES ON PAGE 34.

If you have automatic rebalancing and the guaranteed minimum death benefit and
you ask for an allocation which does not meet the guaranteed minimum death
benefit diversification requirements, we will notify you that the allocation
needs to be changed and ask you for revised instructions.

TERMINATING AUTOMATIC REBALANCING

You may terminate automatic rebalancing at any time, as long as we receive your
notice of termination at least five days before the next automatic rebalancing
date. If you have the guaranteed minimum death benefit and you terminate the
automatic rebalancing feature, you still must meet the diversification
requirements of your net account value for the guarantee period to continue. SEE
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 27.


POLICY LOANS

You may borrow against your policy at any time after the first monthly
processing date, by using your policy as security for a loan, or as otherwise
required by law. The amount you borrow is called a policy loan. Your policy loan
is:

     1.  the total amount you borrow from your policy; plus

     2.  any policy loan interest that is capitalized when due; minus

     3.  policy loan repayments you make.

Unless state law requires differently, any new policy loan you take must be at
least $100. The maximum amount you can borrow on any valuation date, unless
required differently by state law, is your net cash surrender value minus the
monthly deductions to your next policy anniversary.

Your request for a policy loan must be directed to our customer service center.
If you have telephone privileges, you may request a policy loan for less than
$25,000 by telephoning our customer service center. SEE TELEPHONE PRIVILEGES,
PAGE 44.

Based on our administrative system, we may have other rules for policy loans.
For example, we may require that your loan request be for a dollar amount rather
than a percentage to be taken from a specific division.

Loan interest charges on your policy loan accrue daily at an annual interest
rate of 3.75%. Interest is due in arrears on each policy anniversary. If you do
not pay your interest when it is due, we add it to your policy loan on your
policy anniversary.

If you request an additional loan, we add the amount you request to your
existing outstanding policy loan. This way, there is only one loan outstanding
on your policy at any time.

You may repay all or part of your policy loan at any time while your policy is
in force. We assume that any payments you make, other than your scheduled
premiums, are policy loan repayments. You must tell us otherwise if you want us
to consider additional payments as premiums.

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Variable Last Survivor                 36

<PAGE>



When you request a loan you may specify one investment division from which the
loan will be taken. If you do not specify one, the loan will be taken
proportionately from each active investment division you have.

When you take a policy loan, we transfer an amount equal to your policy loan
amount from the variable and the guaranteed interest divisions in the same
proportion they represent of your total net account value to the loan division.
We follow this same process for loan interest in the amount due at your policy
anniversary. We credit the loan division with interest at an annual rate of
3.0%. After your tenth policy year, the loan division is credited with a
persistency refund at an annual rate of 0.60%.

The loan division is part of our general account, separate from the guaranteed
interest division. When we make transfers to the loan division, we redeem
sufficient units of the variable divisions to cover the amount of the loan which
you take from the variable account. Unless you tell us otherwise, we deduct the
amount transferred from each division in the same proportion that your account
value in that division has to your net account value immediately before the loan
transaction. We determine the amounts in each division as of the valuation date
when we receive your loan request.

Policy loans may cause your policy to lapse if your net cash surrender value is
not enough to pay all deductions each month. SEE LAPSE, PAGE 38.

Any policy loans you take may have tax consequences. SEE DISTRIBUTIONS OTHER
THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 57, AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 57.

LOAN REPAYMENT

We transfer the amount of interest credited to the loan division for a policy
year from the loan division on your policy anniversary. When you make a loan
repayment, we transfer an amount equal to your repayment from the loan division
up to the amount of your policy loan. Unless you tell us otherwise, we allocate
these transfers among the variable divisions and the guaranteed interest
division in the same proportion as your current premium allocation.

LOANS AND YOUR BENEFITS

Taking a loan decreases the amount you have in the variable divisions. Accruing
loan interest will change your net account value as compared to what it would
have been if you did not take a loan.

Even if you repay your loan, it has a permanent effect on your account value.
This means that the benefits under your policy may be affected.

The loan is a first lien on your policy. This means we deduct your outstanding
policy loan and accrued loan interest from the death benefit payable and the
cash surrender value payable on surrender.

Failure to repay your loan may affect the guaranteed minimum death benefit
feature and the length of time your policy remains in force. The policy lapses
(FOR EXCEPTIONS, SEE SPECIAL CONTINUATION PERIOD, PAGE 21 AND GUARANTEED MINIMUM
DEATH BENEFITS, PAGE 26) when the cash surrender value minus policy loans and
accrued loan interest is not enough to cover your monthly deductions. If your
policy lapses with a loan outstanding, you may have adverse tax consequences.
SEE DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS,
PAGE 57, AND DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT
MODIFIED ENDOWMENT CONTRACTS, PAGE 57.

If you use the continuation of coverage feature and you have a policy loan, loan
interest continues to accrue. If you do not make loan payments your policy could
lapse.

If you do not repay your policy loan, we deduct the outstanding policy loan
amount and accrued loan interest from the death benefits payable, or the cash
surrender value payable upon surrender.


PARTIAL WITHDRAWALS

You may request a partial withdrawal on any valuation date after your first
policy anniversary by contacting our customer service center. You may request
partial withdrawals by telephone, but the partial withdrawal must be for an
amount less than $25,000. SEE TELEPHONE PRIVILEGES, PAGE 44.

You may take only one partial withdrawal per policy year. We may set rules on
partial withdrawals, based on our administrative system. For example, we may
require that you specify a dollar amount rather than a percentage to be taken
from a specific division.

The minimum partial withdrawal you may take is $100. The maximum partial
withdrawal you may

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Variable Last Survivor                 37

<PAGE>



take is the amount which leaves $500 as your net cash surrender value. If you
request a withdrawal of more than this maximum, we require you to surrender your
policy. When you take a partial withdrawal, we deduct your withdrawal amount
plus a service fee from your account value. If applicable, we deduct a surrender
charge from your account value if your partial withdrawal causes a reduction in
your stated death benefit. SEE CHARGES, DEDUCTIONS AND REFUNDS, PAGE 48.

Partial withdrawals may have adverse tax consequences. SEE MODIFIED ENDOWMENT
CONTRACTS, PAGE 56.

PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 1

If you selected death benefit option 1, and if no more than fifteen years have
passed since your policy date and the joint equivalent age of the insured people
is not yet age 81, you may make a partial withdrawal of up to the greater of
10.0% of your account value, or 5.0% of your stated death benefit without
decreasing the stated death benefit.

Any additional amounts you withdraw will reduce your stated death benefit by the
amount of the withdrawal.

PARTIAL WITHDRAWALS UNDER DEATH BENEFIT OPTION 2

If you have selected death benefit option 2, a partial withdrawal does not
reduce your stated death benefit or target death benefit. However, we reduce the
total death benefit by at least the partial withdrawal amount because your
account value is reduced.

STATED DEATH BENEFIT AND TARGET DEATH BENEFIT REDUCTIONS

Generally, we reduce the stated death benefit by the amount of the partial
withdrawal. A partial withdrawal may reduce your target death benefit.

Partial withdrawals do not reduce the stated death benefit if your base death
benefit has been increased to qualify your policy as life insurance under the
federal income tax laws, if you withdraw an amount that is no greater than the
amount that reduces your account value to a level which no longer requires your
base death benefit to be increased to qualify as life insurance for federal
income tax law purposes. SEE TAX STATUS OF THE POLICY, PAGE 55.

We require a minimum stated death benefit and a minimum target death benefit to
issue your policy. You are not allowed to take a partial withdrawal if it
reduces your stated death benefit or target death benefit below this minimum.
SEE GROUP OR SPONSORED ARRANGEMENTS OR CORPORATE PURCHASERS, PAGE 55.

PARTIAL WITHDRAWAL MECHANICS

Unless you tell us otherwise, we will make a partial withdrawal from the
guaranteed interest division and the variable divisions in the same proportion
that each division has to your net account value immediately before your
withdrawal. The amount withdrawn from the guaranteed interest division may not
be for more than your total withdrawals multiplied by the ratio of your account
value in the guaranteed interest division to your total net account value
immediately before the partial withdrawal transaction.

We will send a new schedule page for your policy showing the effect of your
withdrawal if there is any change to your stated death benefit or your target
death benefit.

To make this change, we may ask that you return the policy to our customer
service center. Your withdrawal and any reductions in the death benefits are
effective as of the valuation date on which we receive your request. SEE
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE
57, AND DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT
MODIFIED ENDOWMENT CONTRACTS, PAGE 57.


LAPSE

Your insurance coverage continues as long as your net cash surrender value is
enough to pay all deductions each month. Lapse does not apply if either the
guaranteed minimum death benefit or the special continuation period is in effect
and you have met all requirements. SEE SPECIAL CONTINUATION PERIOD, PAGE 22 AND
GUARANTEED MINIMUM DEATH BENEFIT, PAGE 27.

If the continuation of coverage feature is active, the policy could lapse even
though there are no further monthly deductions. If there is an outstanding
policy loan, your policy will lapse if the loan plus the accrued interest owed
is more than the account value.

GRACE PERIOD


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Variable Last Survivor                 38

<PAGE>



Your policy enters the 61-day lapse grace period if, on a monthly processing
date:

     1.  your net cash surrender value is zero (or less); and

     2.  the five-year special continuation period has expired, or you have not
         paid the required special continuation period premium; and

     3.  you do not have the guaranteed minimum death benefit rider or it has
         expired or terminated.

We notify you that the policy is in a grace period at least 30 days before the
grace period ends. We provide this notice to you, or a person to whom you have
assigned your policy, at the last address in our records. We will send you a
lapse notice if the guaranteed minimum death benefit is going to lapse. We also
notify you of the required premium payment necessary to reinstate your policy.
This amount is generally the amount of past due charges, plus the amount that
covers your estimated monthly policy and rider deductions for the next two
months. If the second death of the insured people occurs during the grace
period, we will deduct overdue monthly charges from your policy's death
proceeds.

If we receive your payment of the required amount before the end of the grace
period, we apply it to your account value in the same manner as your other
premium payments, then we make the overdue deductions from your account balance.

If you do not pay the full amount we request within the 61-day grace period,
your policy and all of its riders lapse without value. We then withdraw your
remaining account balance from the variable divisions and the guaranteed
interest division. We deduct amounts which you owe us, including any surrender
charge and inform you that the policy has ended.

If the second death of the insured people occurs during the grace period, we pay
death proceeds to your beneficiary(ies) with reductions for policy loans,
accrued loan interest, and monthly deductions owed.

IF YOU HAVE THE GUARANTEED MINIMUM DEATH BENEFIT IN EFFECT

After the special continuation period has ended, and if the guaranteed minimum
death benefit is in effect, your policy's stated death benefit will not lapse
during the guarantee period. This is true even if your net cash surrender value
is not enough to cover all of the deductions from your account value on any
monthly processing date. SEE GUARANTEED MINIMUM DEATH BENEFIT, PAGE 27.

The guaranteed minimum death benefit does not protect benefits you may have
under riders attached to your policy. Nor does it protect any amount of the base
death benefit which is more than the stated death benefit. These benefits lapse
if on any monthly processing date, your policy net cash surrender value is not
enough to pay all monthly deductions from your account value (unless your policy
is in the five-year special continuation period and your account value is more
than the interest due on your loan).

While the guaranteed minimum death benefit applies, we reduce your account value
by monthly deductions, but not below zero. We permanently waive monthly
deductions during the guarantee period which would reduce your account value
below zero.

The guaranteed minimum death benefit terminates if your policy does not meet the
monthly premium or diversification tests. If your guaranteed minimum death
benefit terminates, the normal test for lapse then resumes. SEE REQUIREMENTS TO
MAINTAIN THE GUARANTEE PERIOD, PAGE 28.


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Variable Last Survivor                 39

<PAGE>


<TABLE>
<CAPTION>


                                                     LAPSE SUMMARY

                SPECIAL CONTINUATION PERIOD                              GUARANTEED MINIMUM DEATH BENEFIT

       If you meet the           If you do not meet the            If you meet the           If you do not meet the
        requirements                  requirements                  requirements                  requirements
<S>                           <C>                           <C>                           <C>
Your policy does not          Your policy enters the        Your policy does not          Your policy enters the
lapse if you do not have      grace period if your net      lapse if you do not have      grace period if your net
enough net cash               cash surrender value is       enough net cash               cash surrender value is
surrender value to pay the    not enough to pay the         surrender value to pay the    not enough to pay the
monthly charges.  The         monthly charges, or if        monthly deductions.           monthly charges.  If you
charges are delayed until     your loan interest due is     However, if you have any      do not pay enough
the earlier of: 1) the date   more than your account        riders, they lapse after the  premium to cover the past
you have enough net cash      value.  If you do not pay     grace period and only         due monthly charges,
surrender value to cover      enough premium to cover       your base coverage            plus the monthly charges
the monthly charge            the past due monthly          remains in force.             through the end of the
deduction, or 2) until the    charges and interest due,     Charges for your base         grace period (at the end
end of the special            plus the monthly charges      coverage are deducted         of the following two
continuation period.          and interest due through      each month until your         months), your policy
                              the end of the grace          remaining account value       lapses.
                              period (at the end of the     is not enough to pay these
                              following two months),        charges.  At this point,
                              your policy lapses.           we permanently waive
                                                            the monthly charges.
</TABLE>


REINSTATEMENT

If you do not pay enough premium before the end of the grace period, your policy
lapses. You may still reinstate your policy and its riders (other than the
guaranteed minimum death benefit) within five years after the grace period ends.

Unless state law requires differently, we will reinstate your policy and riders
if:

     1.  you have not surrendered your policy for its net cash surrender value;

     2.  you provide satisfactory evidence to us that both insured people are
         alive and that each insured person (and any people insured under your
         riders) is still insurable according to our normal rules of
         underwriting for your type of policy; and

     3.  we receive enough premium from you to keep your policy and its riders
         in force from the beginning to the end of the grace period and for two
         months after the reinstatement date.

If one insured person has either died or has become uninsurable since your
policy date, when your policy lapses, we will not reinstate your policy. If one
insured person was uninsurable at the issue of your policy and remains
uninsurable, we will review underwriting requirements applicable to each insured
person at the time of reinstatement to determine whether your policy may be
reinstated. Each surviving insured person may apply for individual insurance
coverage at that point with proof of insurability.

Reinstatement is effective as of the monthly processing date following our
approval of your reinstatement application. When we reinstate your policy, we
also reinstate the surrender charges for the amount and time remaining when your
policy lapsed. If you had a policy loan when coverage ended, we reinstate it
with accrued loan interest to the date of lapse. The cost of insurance charges
in effect at the time of reinstatement for the age of each insured person are
adjusted to reflect the time since the lapse.

We apply the net premiums received after reinstatement according to the premium
allocation instructions in effect at the start of the grace period, unless you
tell us otherwise.

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Variable Last Survivor                 40

<PAGE>




SURRENDER

You may surrender your policy for its net cash surrender value any time before
the second death of the insured people. You do this by sending a written request
and your policy to our customer service center.

Your policy net cash surrender value is your cash surrender value, minus policy
loans you have taken including accrued loan interest.

We compute your net cash surrender value as of the valuation date we receive
your surrender request and policy at our customer service center. All insurance
coverage ends on that date.

We do not pro-rate or add back charges and expenses deducted from your account
value on the monthly anniversary before the date your surrender is processed. If
you surrender your policy during the first nine policy years or segment years we
deduct a surrender charge from your net account value. SEE SURRENDER CHARGE,
PAGE 51.

A surrender of your policy may have adverse tax consequences. SEE DISTRIBUTIONS
OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS, PAGE 57, AND
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS, PAGE 57.


GENERAL POLICY PROVISIONS

FREE LOOK PERIOD OR RIGHT TO EXAMINE POLICY PERIOD

You have the right to examine your policy. If for any reason you do not want it,
you may return your policy to us or your registered representative within the
period shown in the policy. If you return your policy to us within your state's
specified time limit, we will consider it canceled as of your policy date.

If you cancel your policy during this free look period, you will receive a
refund as determined under state law.

Generally, there are two types of free look refunds. Some states require a
return of all premiums paid while others permit payment of the account value
plus a refund of all charges deducted. Your policy will specify what free look
refund applies in your state. The type of free look refund allowed in your state
will affect when your initial net premium is invested into the variable
divisions you selected.

That portion of your initial net premium that you have allocated to the variable
divisions will be held in the division investing in the Fidelity Money Market
Portfolio for 15 days after we issue your policy (five days deemed delivery time
plus a typical free look period of 10 days), unless state law requires
otherwise, if:

     o   you made a premium payment before we issued your policy;
     o   you have provided all information and documents we have requested; and
     o   your state requires us to return your premiums paid if you cancel your
         policy during the free look period.

At the end of 15 days, your account value will be allocated among your chosen
variable divisions, based on your most recent premium allocation instructions.

The investment date is the date we apply the net premium payment we have
received from you to your policy. This is after you have provided all
information and documents we have requested.

That portion of your initial net premium that you have allocated to the variable
divisions will be invested according to your most recent premium allocation
instructions on the date we issue your policy if:

     o   you made a premium payment before we issued your policy;
     o   you have provided all information and documents we have requested; and
     o   your state permits us to return the account value plus a refund of all
         charges deducted.

Amounts you allocated to the guaranteed interest division will be invested into
that division when we issue your policy if you have made a premium payment and
have no outstanding information or document requests from us. Once we have
applied your net premium to your selected investment divisions, you may transfer
funds between investment divisions and activate policy investment features such
as automatic rebalancing or dollar cost averaging.

YOUR POLICY


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Variable Last Survivor                 41

<PAGE>



The entire contract between you and us is the combination of:
     o   your policy;
     o   a copy of your original application and any applications for benefit
         increases or decreases;
     o   all of your riders;
     o   endorsements;
     o   schedule pages; and
     o   reinstatement applications.

If you make a change to your coverage, we give you a copy of your changed
application and new schedules. If you sent us your policy, we attach these items
to your policy and return it to you. Otherwise, you need to attach them to your
policy.

Unless there is fraud, we consider all statements made in an application to be
representations and not guarantees. We use no statement to deny a claim, unless
it is in an application.

A president or an officer of our company and our secretary or assistant
secretary must sign all changes or amendments we make to your policy. No other
person may change the terms or conditions of your policy.

AGE

We issue your policy at the joint equivalent age of the insured people stated in
your policy schedule. The joint equivalent age of the insured people is based on
the sum of both insured people's ages adjusted for the difference in ages and
gender, divided by two and rounded up.

The younger insured person's 100th birth date is the 100th anniversary of the
younger insured person's birth regardless if he/she has survived. The policy
anniversary nearest to this date is the date used for policy purposes.

The insured people must each be less than 90 years of age at policy issue. The
maximum joint equivalent age of the insured people must be no more than 85.
There is no limit to the difference in the insured people's ages. Age is
measured as the age of the insured person on the birth date nearest the policy
anniversary.

To process joint life insurance, we use the joint equivalent age to calculate
rates, charges and values. We determine the joint equivalent age at any given
time by adding the number of completed policy years to the age calculated at
issue and shown in the schedule.

OWNERSHIP

The original owner is the person named as the owner in the policy application.
The owner can exercise all rights and receive the benefits until the second
death of the insured people. This includes the right to change the owner,
beneficiaries, or method to pay proceeds.

As a matter of law, all rights of ownership are limited by the rights of any
person who has been assigned rights under the policy, and any irrevocable
beneficiary(ies).

You may name a new owner by giving us written notice. The effective date of the
change to the new owner is the date the prior owner signs the notice. However,
we will not be liable for any action we take before a change is recorded at our
customer service center. A change in ownership may cause the prior owner to
recognize taxable income on gain under the policy.

BENEFICIARY(IES)

You, as owner, name the beneficiary(ies) when you apply for your policy. The
primary beneficiary(ies) who survives both of the insured people receives the
death proceeds. Other surviving beneficiary(ies) receive death proceeds only if
there is no surviving primary beneficiary(ies). If more than one
beneficiary(ies) survives both insured people, they share the death proceeds
equally, unless you have told us otherwise. If none of your policy beneficiaries
has survived both insured people, we pay the death proceeds to you or to your
estate, as owner.

Once you tell us who the beneficiary(ies) is/are, we keep this information on
file. You may name a new beneficiary(ies) any time before the second death of
the insured people. We pay the death proceeds to the most recent
beneficiary(ies) whom you have named.
We do not make multiple payments.

COLLATERAL ASSIGNMENT

You may assign your policy as security by sending written notice to us. After we
record the assignment, your rights as owner and the beneficiary's(ies') rights
(unless the beneficiary(ies) were made an irrevocable beneficiary(ies) under an
earlier assignment) are subject to the assignment. It is your responsibility to
make sure the assignment is valid.

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Variable Last Survivor                 42

<PAGE>



INCONTESTABILITY

After your policy has been in force while both insured people are alive for two
years from your policy date, we will not question the validity of the statements
in your application. After your policy has been in force while both insured
people are alive for two years from the effective date of any new segment or
from the effective date of an increase in any other benefit, we will not contest
the statements in your application for the new segment or other increase.

After this policy has been in force while both insured people are alive for two
years from the effective date of any reinstatement, we will not contest the
statements in your application for reinstatement.

MISSTATEMENTS OF AGE OR GENDER

If either insured person's age or gender has been misstated, we adjust the death
benefit. We adjust death benefits to the amount which would have been purchased
for each insured person's correct age and gender. We base the adjusted death
benefit on the cost of insurance charges deducted from your account value on the
last monthly processing date before the second death of the insured people, or
as otherwise required by state law.

SUICIDE

If either insured person commits suicide, while that insured person is sane or
insane within two years of your policy date, as required by state law, we will
make a limited death benefit payment to the beneficiary(ies). We will pay in one
sum:

     1.  the total of all premiums paid to the time of death; minus

     2.  the amount of outstanding policy loans and accrued loan interest; minus

     3.  any partial withdrawals you have taken, unless state law requires
         otherwise.

We make a limited payment to the beneficiary(ies) for a new segment or other
increase if the second death of the insured people is due to suicide, while that
insured person is sane or insane within two years of the effective date of a new
segment, or within two years of an increase in any other benefit, as required by
state law. The limited payment we make is equal to the cost of insurance and
monthly expense charges which were deducted for such increase.

TRANSACTION PROCESSING

Generally, within seven days of when we receive all information required to
process a payment, we pay:
     o   death proceeds;
     o   net cash surrender value upon surrender;
     o   partial withdrawals; and
     o   loan proceeds.

We may delay processing these transactions if:
     o   the NYSE is closed for trading;
     o   trading on the NYSE is restricted by the SEC;
     o   there is an emergency so that it is not reasonably possible to sell
         securities in the variable divisions or to determine the value of an
         investment division's assets; or
     o   a governmental body with jurisdiction over the separate account allows
         suspension by its order.

Any SEC rules and regulations that apply determine whether or not these
conditions exist.

We execute transfers among the variable divisions as of the valuation date of
our receipt of your request at our customer service center.

We determine death proceeds as of the date of the second death of the insured
people. The death proceeds are not affected by changes in the value of the
variable divisions after the second death of the insured people. We pay interest
at our stated rate (or at a higher rate if required by law) from the date of the
second death of the insured people to the date of payment.

We may delay payment from our guaranteed interest division for up to six months,
unless state law requires otherwise, of:
     o   surrender proceeds;
     o   withdrawal amounts; or
     o   loan amounts.

We pay interest at our declared rate (or at a higher rate if required by law)
from the date we receive the request if we delay payment more than 30 calendar
days.

NOTIFICATION AND CLAIMS PROCEDURES

Except for certain authorized telephone requests, we must receive in writing any
election, designation, change, assignment or request made by the owner.

You must use a form acceptable to us.  We are not

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Variable Last Survivor                 43

<PAGE>



liable for actions taken before we receive and record the written notice. We may
require you to return your policy for policy change, or at the time of
surrender.

If an insured person dies while your policy is in force, please let us or your
registered representative know as soon as possible. We will immediately send you
instructions on how to make a claim upon the second death of the insured people,
or at either insured person's death if you have a single life term rider. As
proof of a deceased insured person's death, we may require you to provide proof
of the deceased insured person's age, and a certified copy of the deceased
insured person's death certificate.

The beneficiary(ies) and the deceased insured person's next of kin may need to
sign authorization forms. These forms allow us to get information about the
deceased insured person. This information may include medical records of doctors
and hospitals used by the deceased insured person.

TELEPHONE PRIVILEGES

Telephone privileges are automatically provided to you. If you do not wish to
have this feature, contact our customer service center. Telephone privileges
allow you to call our customer service center to:
     o   make transfers;
     o   change premium allocations;
     o   change features in your dollar cost averaging and automatic rebalancing
         programs;
     o   request partial withdrawals; or
     o   request a policy loan.

Our customer service center uses reasonable procedures to make sure that
instructions received by telephone are genuine. These procedures may include:

     1.  requiring some form of personal identification;

     2.  providing written confirmation of any transactions; and

     3.  tape recording telephone calls.

By accepting automatic telephone privileges, you authorize us to record your
telephone calls to us. If we use reasonable procedures to confirm instructions,
we are not liable for losses due to unauthorized or fraudulent instructions. We
may discontinue this privilege at any time.

NON-PARTICIPATION

Your policy does not participate in the surplus earnings of Security Life.

DISTRIBUTION OF THE POLICIES

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

We sell our policies through registered representatives of other broker-dealers
including, but not limited to:

     1.  VESTAX Securities Corporation, a subsidiary of ING America Insurance
         Holdings, Inc.;

     2.  Locust Street Securities, Inc., an affiliate of Security Life of Denver
         Insurance Company; and

     3.  Multi-Financial Services, Inc., an affiliate of Security Life of Denver
         Insurance Company.

     4.  IFG Network Securities, Inc., a subsidiary of Investors Financial
         Group, Inc., which is a subsidiary of ING America Insurance Holdings,
         Inc.

These broker-dealers have entered into selling agreements with us. They are
registered with the SEC and the NASD. State insurance officials also license the
registered representatives to sell our variable life policies.

Under these selling agreements, we pay a distribution allowance to other
broker-dealers, who then pay commissions to the registered representative who
sells this policy. The distribution allowance may be up to 90.0% of the first
target premium that you pay. For premiums that you pay over your first target
premium, the distribution allowance may be up to 5.0% in policy years one
through five, and up to 2.0% after the fifth policy year.

Broker-dealers may receive annual renewal payments of up to 0.2% of the net
account value in policy years five through twenty.


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

Variable Last Survivor                 44

<PAGE>



Compensation arrangements may vary among broker-dealers and depend on particular
circumstances. In addition to the above-described compensation, we may pay:
     o   override payments;
     o   expense allowances;
     o   bonuses;
     o   special marketing fees;
     o   wholesaler fees and marketing allowances; and
     o   training allowances.

Under our sales incentive programs, to the extent permitted by law, registered
representatives who meet set production levels may qualify to receive other
compensation such as:
     o   expense-paid trips;
     o   expense-paid educational seminars; and
     o   merchandise.

We pay the distribution allowance from our own resources which includes sales
charges deducted from premiums and surrender charges.

SETTLEMENT PROVISIONS

You may elect to have the beneficiary(ies) receive the death proceeds other than
in one payment. If you make this election, you must do so before the second
death of the insured people. If you have not made this election, the
beneficiary(ies) may do so within 60 days after we receive proof of the second
death of the insured people.

You may take your net cash surrender value in other than one payment.

The investment performance of the variable divisions does not affect payments
under these settlement options. Instead, interest accrues at a fixed rate based
on the option you choose. Payment options are subject to our rules at the time
you make your selection. A periodic payment must be at least $20. Currently,
these alternate payment options are available if the proceeds are $2,000 or
more.


Option I:    PAYOUTS FOR A DESIGNATED PERIOD: Payout payments may be made
             monthly, quarterly, semi-annually, or annually.

             These payments may last for a period from five to thirty years. The
             installment dollar amounts are equal except for any excess
             interest. Settlement Option Table I in your policy shows the amount
             of the first monthly payout for each $1,000 of account value
             applied.

Option II:   LIFE INCOME WITH PAYOUTS GUARANTEED FOR A DESIGNATED PERIOD: Payout
             payments may be made monthly, quarterly, semi-annually, or
             annually.

             We make these payments throughout the lifetime of the person
             receiving the payment, or if longer for guaranteed periods of five,
             ten, fifteen, or twenty years. You may choose the length of time to
             receive the guaranteed payments. If you choose a longer guaranteed
             period, this will decrease the amount of your periodic payments.

             The installment dollar amounts are equal except for any excess
             interest. The Settlement Option Table II in your policy shows the
             amount of the first monthly payout for each $1,000 of account value
             applied. This option is available only for the insured people's
             ages shown in this table.

Option III:  HOLD AT INTEREST: Amounts may be left on deposit with us to be
             paid at the death of the person you choose to receive the payment,
             or at a chosen earlier date. We will pay interest at our declared
             rate on any unpaid balance (or at a higher rate if required by
             law). You may choose interest to be accumulated or be paid monthly,
             quarterly, semi-annual, or annual basis.

             You may not leave money on deposit for more than 30 years.



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

Variable Last Survivor                 45

<PAGE>




Option IV:   PAYOUTS OF A DESIGNATED AMOUNT: Payouts will be made until
             proceeds, including interest, are exhausted. Interest is at a rate
             we declare (or at a higher rate as required by law). Payout payment
             choices are on a monthly, quarterly, semi-annual, or annual basis.

Option V:    OTHER: You, as owner, may ask us to apply money under any options
             we offer at the time we pay the benefit.

The beneficiary(ies) or other person (successor to the beneficiary(ies)) who has
the right to receive payments may name someone else to receive amounts that we
would otherwise pay to the beneficiary's(ies') estate if he/she/they die(s). The
person who has the right to receive payment may name another person, at any
time. Designating another person to receive payment may have income, gift or
estate tax consequences. Consult a professional tax adviser before making this
designation.

We must approve an arrangement that involves someone who is to receive payment
who is not a human being (for example, a corporation). We must approve a
situation involving a person who is to receive payment while acting on behalf of
another, called a fiduciary. We base the details of all arrangements on our
rules at the time the arrangements are effective. This includes rules on the:
     o   minimum amount we pay under an option;
     o   minimum amounts for installment payments;
     o   withdrawal rights;
     o   right to receive payments over time, which we may offer as a lump sum
         payment;
     o   naming of people who have the right to receive payment and their
         successors; and
     o   proof of age and survival.


ADMINISTRATIVE INFORMATION ABOUT THE POLICY

VOTING PRIVILEGES

We invest the variable divisions' assets in shares of investment portfolios. We
are the legal owner of the shares held in the variable account and we have the
right to vote on certain issues. Among other things, we may vote on issues
described in the fund's current prospectus, or issues requiring a vote by
shareholders under the Investment Company Act of 1940. Even though we own the
shares, we give you the opportunity to tell us how to vote the number of shares
attributable to your account value. We count fractional shares. If you have a
voting interest, we send you proxy material and a form on which to give us your
voting instructions.

Each investment portfolio's shares have the right to one vote. The votes of all
investment portfolios are cast together on a collective basis, except on issues
for which the interests of the portfolios differ. In these cases, voting is done
on a portfolio-by-portfolio basis.

Examples of issues that require a portfolio-by- portfolio vote are:

     1.  changes in the fundamental investment policy of a particular investment
         portfolio; or

     2.  approval of an investment advisory agreement.

We vote the shares in accordance with your instructions at meetings of
investment portfolio shareholders. We vote any investment portfolio shares that
are not attributable to policies, and any investment portfolio shares for which
the owner does not give us instructions, the same way we vote as if we did
receive owner instructions.

We reserve the right to vote investment portfolio shares without getting
instructions from policy owners if the federal securities laws, regulations, or
their interpretations change to allow this.

You may only instruct us on matters relating to the investment portfolios
corresponding to divisions in which you have invested assets as of the record
date set by the investment portfolio's Board for the portfolio's shareholders
meeting. We determine the number of investment portfolio shares in each division
that we attribute to your policy by dividing your account value allocated to
that division by the net asset value of one share of the matching investment
portfolio.

MATERIAL CONFLICTS

We are required to track events to identify any material conflicts arising from
using investment portfolios for both variable life and variable annuity separate
accounts. The boards of the investment portfolios, Security Life, and other
insurance companies participating in the investment portfolios,

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

Variable Last Survivor                 46

<PAGE>



have this same duty. There may be a material conflict if:
     o   state insurance law or federal income tax law changes;
     o   investment management of an investment portfolio changes; or
     o   voting instructions given by owners of variable life insurance policies
         and variable annuity contracts differ.

The investment portfolios may sell shares to certain qualified pension and
retirement plans qualifying under Code Section 401. These include cash or
deferred arrangements under Code Section 401(k). Therefore, there is a
possibility that a material conflict may arise between the interests of owners
in general, or between certain classes of owners, and these retirement plans or
participants in these retirement plans.

If there is a material conflict, we have the duty to determine appropriate
action, including removing the portfolios involved from our variable investment
options. We may take other action to protect policy owners. This could mean
delays or interruptions of the variable operations.

When state insurance regulatory authorities require us, we may ignore voting
instructions relating to changes in an investment portfolio's adviser or its
investment policies. If we do ignore voting instructions, we give you a summary
of our actions in the next semi-annual report to owners.

Under the Investment Company Act of 1940, we must get your approval for certain
actions involving our separate account. In this case, you have one vote for
every $100 of value you have in the variable divisions. We cast votes credited
to amounts in the variable divisions, but not credited to policies in the same
proportion as votes cast by owners.

RIGHT TO CHANGE OPERATIONS

Subject to state limitations, we may from time to time make any of the following
changes to our separate account.

     1.  Change the investment objective.

     2.  Offer additional divisions which will invest in portfolios we find
         appropriate for policies we issue.

     3.  Eliminate variable divisions.

     4.  Combine two or more variable divisions.

     5.  Substitute a new investment portfolio for a portfolio in which the
         division currently invests. A substitution may become necessary if, in
         our judgment:
         o    a portfolio no longer suits the purposes of your policy;
         o    there is a change in laws or regulations;
         o    there is a change in a portfolio's investment objectives or
              restrictions;
         o    the portfolio is no longer available for investment; or
         o    another reason we deem a substitution is appropriate.

     6.  Transfer assets related to your policy class to another separate
         account.

     7.  Withdraw the separate account from registration under the 1940 Act.

     8.  Operate the separate account as a management investment company under
         the 1940 Act.

     9.  Cause one or more divisions to invest in a mutual fund other than, or
         in addition to, the investment portfolios.

     10. Stop selling these policies.

     11. End any employer or plan trustee agreement with us under the
         agreement's terms.

     12. Limit or eliminate any voting rights for the separate account.

     13. Make any changes required by the 1940 Act, or its rules or regulations.

We will not make a change until it is effective with the SEC and approved by the
appropriate state insurance departments, if necessary. We will notify you of
changes. If you then wish to transfer the amount you have in the affected
division to another variable division, or to the guaranteed interest division,
you may do so free of charge. Just notify us at our customer service center.

REPORTS TO OWNERS

At the end of each policy year we send a report to you that shows:
     o   your total policy death benefit (your stated death benefit plus
         adjustable term insurance

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

Variable Last Survivor                 47

<PAGE>



         rider death benefit, if any);
     o   your account value;
     o   your policy loans, if any, plus accrued interest;
     o   your net cash surrender value;
     o   information about the variable divisions; and
     o   your account transactions during the previous year showing net
         premiums, transfers, deductions, loans, or withdrawals.

We also send semi-annual reports with financial information on the investment
portfolios, including a list of the investment holdings of each portfolio to
you.

We send confirmation notices to you throughout the year for certain policy
transactions.


CHARGES, DEDUCTIONS AND REFUNDS

The amount of a charge may not exactly correspond to the cost incurred by us to
provide the service or benefits associated with the particular policy. Many
charges are not at "cost". For example, the sales charges may not cover all of
the sales and distribution expenses actually incurred by us. Proceeds from other
charges, including the mortality and expense risk charge or cost of insurance
charges, may be used in part to cover such expenses.


DEDUCTIONS FROM PREMIUMS

We consider any payment we receive to be a premium if the younger insured
person's 100th birth date has not occurred and you do not have an outstanding
loan. After we deduct certain expenses from your premium payment, we add the
remaining net premium to your account value.

TAX CHARGES

We pay state and local taxes in almost all states. These taxes vary in amount
from state to state and may vary from jurisdiction to jurisdiction within a
state. Currently, state and local taxes range from 0.5% to 5.0% with some states
not imposing these types of taxes. We currently deduct an amount equal to 2.5%
of each premium payment you make to cover these taxes. The 2.5% rate
approximates the average tax rate we expect to pay in all states. We also
currently deduct an amount equal to 1.5% of each premium payment you make to
cover our estimated costs for the federal income tax treatment of deferred
acquisition costs. This cost is determined solely by the amount of life
insurance premiums we receive.

We reserve the right to increase or decrease your premium expense charge for
taxes as a result of changes in the tax law, within limits set by state law. We
also reserve the right to increase or decrease your premium expense charge for
the federal income tax treatment of deferred acquisition costs based on any
change in that cost to us.

SALES CHARGE

We deduct a percentage from each of your premium payments to compensate us for
the costs we incur in selling the policies. We base the percentage on the time
expired since your policy date or addition of a segment and on your premium up
to and above a target premium:


                           Sales Charge Percentage
                           -----------------------
                      Up to Segment       Above Segment
   Segment               Target              Target
     Year                Premium             Premium
   -------               -------             -------
    1 - 5                 5.5%                 2%
     6 +                   2%                  2%

To determine your applicable sales charge, premiums you pay after an increase in
stated death benefit are allocated to your policy segments in the same
proportion as the target premium for each segment bears to the sum of the target
premium for all segments.

The sales charge covers the costs of distribution, preparing our sales
literature, promotional expenses, and other direct and indirect expenses. The
amount charged is not specifically related to sales expenses in a particular
year.

We may reduce or waive the sales charge for certain group or sponsored
arrangements or for corporate purchasers.


DAILY DEDUCTIONS FROM THE VARIABLE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE

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

Variable Last Survivor                 48

<PAGE>




We deduct a charge each day for the mortality and expense risks we assume. This
charge is 0.002055% per day of the amount you have in the variable divisions.
This is an annual rate of 0.75%.

The mortality risk we assume is that insured people, as a group, may live less
time than we estimated. We assume risk that expenses we incur in issuing and
administering the policies and in operating the variable divisions are greater
than the amount we estimated when we set these charges.

The mortality and expense risk charge does not apply to your account value which
is invested in the guaranteed interest division or the loan division.


MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE

We deduct charges from your account value on each monthly processing date. On or
after November 1, 1999, when you apply for a policy or later, you may designate
a single withdrawal investment division from which we will take your monthly
deductions. You may choose to have us withdraw the monthly deduction from the
guaranteed interest division or the variable divisions in which you have
amounts. You may not use the loan division as your designated withdrawal
investment division from which to deduct monthly deductions.

If you do not choose a withdrawal investment division from which to deduct
monthly deductions, or if the amount you have in your designated withdrawal
investment division is not enough to cover the monthly deductions, these charges
are taken from the variable and guaranteed interest divisions in the same
proportion that your account value in each division has to your total net
account value as of the monthly processing date.

If you change your designated withdrawal investment division from which to
deduct monthly deductions, we consider this an allocation change.

<TABLE>
<CAPTION>

                                              VARIABLE DIVISIONS FROM
                                              WHICH WE DEDUCT CHARGES



                      MONTHLY CHARGES: COST OF INSURANCE                                         LOANS AND
                 CHARGES, RIDER CHARGES, ADMINISTRATION FEES      TRANSACTION FEES          PARTIAL SURRENDERS
- --------------- ----------------------------------------------  --------------------- -------------------------------

    <S>              <C>                                             <C>                   <C>
    Default          Pro-rata                                         Pro-rata             Pro-rata
- --------------- ----------------------------------------------  --------------------- -------------------------------
    Choice           May choose one fund, including GID               Pro-rata             May choose any fund or
                                                                                           combination of funds
- --------------- ----------------------------------------------  --------------------- -------------------------------
</TABLE>


POLICY CHARGE

The initial policy charge is $15 per month for the first ten years of your
policy. After the first ten years of your policy, the policy charge is $9 per
month. This charge compensates us for such costs as:
     o   application processing;
     o   medical examinations;
     o   establishment of policy records; and
     o   insurance underwriting costs.

MONTHLY ADMINISTRATIVE CHARGE

For this policy, we charge a per month administrative charge of no less than
$0.07 and no more than $0.095 per $1,000 for the greater of the stated death
benefit, or the target death benefit, for the first ten policy years. We charge
$0.023 per $1,000 for each policy year after the tenth for the greater of the
stated death benefit or the target death benefit. The exact per $1,000 charge
for your policy is based on the insured people's issue ages and policy duration.

This charge is designed to compensate us for ongoing costs such as:
     o   premium billing and collections;
     o   claim processing;
     o   policy transactions;
     o   record keeping;
     o   reporting and communications with policy

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

Variable Last Survivor                 49

<PAGE>



         owners; and
     o   other expenses and overhead.

COST OF INSURANCE CHARGE

The cost of insurance charge compensates us for the ongoing costs of providing
insurance coverage, including the expected cost of paying death proceeds that
are more than your account value at the second death of the insured people.

The cost of insurance charge is based in part on the risk class to which the
insured people belong. The cost of insurance charge is equal to our current
monthly cost of insurance rate times the net amount at risk for each portion of
your death benefit. We calculate the net amount at risk monthly, at the
beginning of each policy month. We determine your account value after we deduct
your policy and rider charges due on that date, and other cost of insurance
charges for the base death benefit, adjustable term insurance rider and single
life term riders.

If your base death benefit at the beginning of a month increases (due to
requirements of the federal income tax law definition of life insurance), the
net amount at risk for your base death benefit for that month also increases.
Similarly, the net amount at risk for your adjustable term insurance rider
decreases. This means that the amount of your cost of insurance charge varies
from month to month with changes in your net amount at risk, changes in the
death benefit and with the increasing age of the insured people. We allocate the
net amount at risk to any segments in the same proportion that each segment has
to the total stated death benefit for all coverage segments as of the monthly
processing date.

We base your cost of insurance rates on the insured people's ages, genders,
ratings and premium classes on the policy for each segment date, or on the date
you add a base coverage segment.

Separate cost of insurance rates apply to:
     o   each segment of the base death benefit;
     o   your adjustable term insurance rider; and
     o   single life term riders.

These rates are never more than the guaranteed maximum rates shown in your
policy; however, they may change from time to time. The guaranteed maximum rates
are based on the 1980 Commissioner's Standard Ordinary Sex Distinct
Mortality Table.

There are no cost of insurance charges after the younger insured person's 100th
birth date.

GUARANTEED MINIMUM DEATH BENEFIT CHARGE

If you choose the guaranteed minimum death benefit feature, we currently charge
$0.005 per $1,000 of stated death benefit each month during the guarantee
period. We guarantee it never to exceed $0.005 per $1,000 of death benefit.

CHARGES FOR ADDITIONAL BENEFITS

On each monthly processing date, we deduct the cost of additional benefits under
your riders, including the adjustable term insurance rider and the single life
term rider. SEE ADDITIONAL BENEFITS, PAGE 28.

CHANGES IN MONTHLY CHARGES

Changes we make in the cost of insurance charges or charges for additional
benefits are for a class of insured persons. We base the new charge on changes
in expectations about:
     o   investment earnings;
     o   mortality;
     o   the time policies remain in effect;
     o   expenses; and
     o   taxes.

New monthly charges will never be more than the guaranteed maximum rates shown
in your policy.

CONTINUATION OF COVERAGE ADMINISTRATIVE FEE

At the younger insured person's 100th birth date, if your policy has not been
surrendered, the continuation of coverage period begins. We will charge a
one-time administrative fee of $400. This charge compensates us for maintaining
and servicing your policy until the second death of the insured people. We then
no longer charge you a monthly administrative fee.


POLICY TRANSACTION FEES

We also charge fees for certain transactions you may make under your policy. We
take these fees from the variable and the guaranteed interest divisions in the
same proportion that your account value in each division has to your net account
value immediately after the transaction.

PARTIAL WITHDRAWALS


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Variable Last Survivor                 50

<PAGE>



For our costs, we charge a service fee of $25 against your account value for
each partial withdrawal you take. We may also deduct a surrender charge from
your account value. SEE PARTIAL WITHDRAWALS, PAGE 37.

TRANSFERS

There is a $25 fee for each additional transfer over twelve per policy year. If
you include multiple transfers in one transfer request, it counts as one
transfer. There is no transfer fee if you are transferring your account value
into the guaranteed interest division under the right to exchange feature in
your policy. SEE TRANSFERS OF ACCOUNT VALUES, PAGE 34, AND RIGHT TO EXCHANGE
POLICY, PAGE 31.

ILLUSTRATIONS

The first policy illustration you request in a policy year is free. After that,
we may charge a fee of up to $25 for each additional policy illustration you
request.

ALLOCATION CHANGE

You may make five free premium allocation changes per policy year. After the
five free premium allocation changes, we charge you $25 for each additional
premium allocation change per policy year.


PERSISTENCY REFUND

Where state law allows us, we pay long-term policy owners a persistency refund.
Each month your policy remains in force after your tenth policy anniversary, we
credit your account value with a refund. This refund equals 0.6% of your account
value on an annual basis. On a monthly basis, this equals 0.05%.

We do not guarantee that we will pay a persistency refund on the guaranteed
interest division.

We add the persistency refund to the variable and guaranteed interest divisions
in the same proportion that your account value in each division has to your net
account value as of the monthly processing date. If we pay a persistency refund
on the guaranteed interest division, we will pay it to you if your policy is in
the continuation of coverage period.

Here are two examples of how the persistency refund may affect your account
value each month:

EXAMPLE 1:  YOUR POLICY HAS NO LOAN:

     o   account value = $10,000 (all in the variable divisions)

     o   monthly persistency refund rate = .0005

     o   persistency refund = 10,000 x .0005 = $5.00


                 Before             After
                 Persistency        Persistency
                 Refund             Refund
                 ------             ------
Variable
divisions        $10,000.00         $10,005.00

EXAMPLE 2:  YOUR POLICY DOES HAVE A LOAN:

     o   account value = $10,000

     o   account value in the variable divisions = $6,000

     o   account value in the loan division = $4,000

     o   monthly persistency refund rate = .0005

     o   persistency refund = 10,000 x .0005 = $5.00


                  Before            After
                  Persistency       Persistency
                  Refund            Refund
                  ------            ------
Variable
divisions         $6,000.00         $6,005.00

Loan              $4,000.00         $4,000.00


SURRENDER CHARGE

We may deduct a surrender charge from your account value during the first nine
years of your policy or coverage segment if you:
     o   surrender your policy;
     o   reduce your stated death benefit;
     o   allow your policy to lapse; or
     o   take a partial withdrawal which decreases your stated death benefit
         during the first nine years of your policy or during the first nine
         years of your policy after you increase your stated death benefit.

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

Variable Last Survivor                 51

<PAGE>




The surrender charge compensates us for issuing and distributing policies. We
deduct surrender charges proportionately based on the account value in each
investment division in which you have amounts invested immediately following the
transaction.

If you change your death benefit option, this may decrease your stated death
benefit. Under these circumstances, we do not deduct a surrender charge from
your account value, and we do not reduce future surrender charges.

If you change your death benefit option, this may increase the stated death
benefit. We do not increase your surrender charge in this case. However, all
other increases in your stated death benefit create a new segment which will be
subject to its own nine year surrender charge period.

If your surrender charge changes, we send you a new schedule showing the change.

The surrender charge remains level for the first five years of each coverage
segment and then decreases through the ninth year. Thereafter, the surrender
charge is zero. For purposes of calculating surrender charges, target premium is
premium attributable to base death benefit coverage.

SURRENDER CHARGES AS A PERCENTAGE OF SURRENDER TARGET PREMIUM

<TABLE>
<CAPTION>

   JOINT EQUIVALENT AGE       YEARS 1 - 5           YEAR 6             YEAR 7             YEAR 8              YEAR 9
   --------------------       -----------           ------             ------             ------              ------
         <S>                      <C>                 <C>                <C>                <C>                <C>
         15 - 78                  100%                80%                60%                40%                20%
            79                     93%                80%                60%                40%                20%
            80                     85%                70%                55%                40%                20%
            81                     78%                65%                50%                35%                20%
            82                     72%                60%                45%                30%                20%
            83                     65%                50%                40%                30%                20%
            84                     60%                45%                35%                25%                15%
            85                     54%                40%                30%                20%                10%
</TABLE>


You should review the surrender charge table in the schedule pages of your
policy for your specific surrender charge amount each year.

If you increase your stated death benefit (other than by a death benefit option
change), we will send a new schedule page to you. You should attach this new
page to your policy. In some instances, we may ask you to send your policy to us
so that we can make this change for you.


FEES AND EXPENSES OF THE INVESTMENT PORTFOLIOS

The variable account purchases shares of the investment portfolios at net asset
value. This price reflects investment management fees and other direct expenses
that are deducted from the portfolio assets. The following table describes these
investment management fees and other direct expenses of the investment
portfolios.


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

Variable Last Survivor                 52

<PAGE>


<TABLE>
<CAPTION>

INVESTMENT PORTFOLIO ANNUAL EXPENSES (AS A PERCENTAGE OF PORTFOLIO AVERAGE NET ASSETS) /1/




                                                                Investment                         Total Portfolio
                         Portfolio                            Management Fees    Other Expenses        Expenses
<S>                                                           <C>                <C>                   <C>

A I M VARIABLE INSURANCE FUNDS, INC.
AIM V.I. - Capital Appreciation
AIM V.I. - Government Securities
THE ALGER AMERICAN FUND
Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio
Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Growth Portfolio
VIP Money Market Portfolio
VIP Overseas Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II Asset Manager Portfolio
VIP II Index 500 Portfolio
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Equity Income Fund
INVESCO VIF - High Yield Fund
INVESCO VIF - Small Company Growth Fund
INVESCO VIF - Total Return Fund
INVESCO VIF - Utilities Fund
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST /2/
Growth Portfolio
Limited Maturity Bond Portfolio
Partners Portfolio
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund
Worldwide Emerging Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
</TABLE>

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

Variable Last Survivor                 53

/1/ The investment portfolios provided this portfolio expense information. We
have not independently verified this information. These portfolio expenses are
not direct charges against division assets or reductions from contract values.
Rather, we factor these portfolio expenses when computing each underlying
portfolio's net asset value. We use the share price 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/ We have agreements with the investment portfolio advisers under which we
receive certain fees in return for providing certain services. These fees are
commonly known as 12(b)(1) fees. These fees are usually charged by the advisers
to the investment portfolios, but are in some cases absorbed by the investment
portfolio.

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

Variable Last Survivor                 54


<PAGE>



GROUP OR SPONSORED ARRANGEMENTS OR CORPORATE PURCHASERS

Individuals, corporations or other institutions may purchase this policy. For
group or sponsored arrangements (including our home office employees), corporate
purchases, or special exchange programs which we may offer from time to time, we
may reduce or waive the:
     o   surrender charge, including the surrender charge on partial
         withdrawals;
     o   length of time a surrender charge applies;
     o   administrative charge;
     o   minimum stated death benefit;
     o   minimum target death benefit;
     o   minimum annual premium;
     o   target premium;
     o   sales charges;
     o   cost of insurance charges; or
     o   other charges normally assessed.

We can reduce or waive these items due to expected economies under a group or
sponsored arrangement or with a corporate purchaser. Group arrangements include
those in which there is a trustee, an employer or an association. The group
either purchases policies covering a group of individuals on a group basis or
endorses a 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 sales, administration and mortality costs generally vary with the size and
stability of the group, among other factors. We take all these factors into
account when we reduce charges. A group or sponsored arrangement must meet
certain requirements to qualify for reduced charges. We make reductions to
charges based on our rules in effect when we approve a policy application form.
We may change these rules from time to time.

Sponsored arrangements or corporations may have different group premium payments
and premium requirements.

We will not be unfairly discriminatory in any variation in the surrender charge,
administrative charge, or other charges, fees and privileges. These variations
are based on differences in costs or services.


OTHER CHARGES

Under current law, we pay no tax on investment income and capital gains included
in variable life insurance policy reserves. This means that no charge is
currently made to any variable division for our federal income taxes. If the tax
law changes and we have federal income tax chargeable to the variable divisions,
we may make such a charge in the future.

In most states, we must pay state and local taxes. If these taxes increase, we
may charge for such taxes.


TAX CONSIDERATIONS

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


TAX STATUS OF THE POLICY

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 which is consistent with that design. In order to qualify as a life
insurance contract for federal income tax purposes and to receive the tax
treatment normally accorded life insurance contracts under federal tax law, a
policy must satisfy certain requirements which are set forth in the Internal
Revenue Code. Specifically, the policy must meet the requirements of the
"Guideline Premium/Cash Value Corridor Test," as specified in Code section 7702.

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. SEE APPENDIX B, PAGE 69 FOR A TABLE OF THE GUIDELINE
PREMIUM/CASH VALUE CORRIDOR TEST FACTORS.

There is very little guidance with respect to policies issued on a last survivor
basis, however, we believe it is reasonable to conclude that our policies
satisfy the

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

Variable Last Survivor                 55

<PAGE>



applicable requirements. If it is subsequently determined that a policy does not
satisfy the applicable requirements, we will take appropriate steps to bring the
policy into compliance with such requirements and we reserve the right to
restrict policy transactions or modify your policy in order to do so.


DIVERSIFICATION REQUIREMENTS

In addition to meeting the Code Section 7702 Guideline Premium/Cash Corridor
Test, Code Section 817(h) requires separate account investments, such as our
variable account, to be adequately diversified. The Treasury has issued
regulations which set the standards for measuring the adequacy of any
diversification. To be adequately diversified, each variable division must meet
certain tests. If your variable life policy is not adequately diversified under
these regulations, it is not treated as life insurance under Code Section 7702.
You would then be subject to federal income tax on your policy income as you
earn it. Our variable divisions' investment portfolios have promised they will
meet the diversification standards that apply to your policy.

In certain circumstances, you, as owner of a variable life insurance contract,
may be considered the owner for federal income tax purposes of the separate
account assets used to support your contract. Any income and gains from the
separate account assets are includable in the gross income from your policy
under these circumstances. The IRS has stated in published rulings that a
variable contract owner is considered the owner of separate account assets if
the contract owner has "indicia of ownership" in those assets. "Indicia of
ownership" includes the ability to exercise investment control over the assets.

Your ownership rights under your policy are similar to, but different in some
ways from those described by the IRS in rulings in which it determined that
policy owners are not owners of separate account assets. For example, you have
flexibility in allocating your premium payments and in your policy values. These
differences could result in the IRS treating you as the owner of a pro rata
share of the variable account assets. We do not know what standards will be set
forth in the future, if any, in the Treasury's regulations or rulings that it
expects to issue. We reserve the right to modify your policy, as necessary, to
try to prevent you from being considered the owner of a pro rata share of the
variable account assets or to otherwise qualify your policy for favorable tax
treatment.

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


TAX TREATMENT OF POLICY DEATH BENEFITS

We believe that the death benefit under a policy is generally excludable from
the gross income of the beneficiary(ies) under section 10(a)(1) of the Code.
However, there are exceptions to this general rule. Additionally, federal and
local transfer, estate inheritance, and other tax consequences of ownership or
receipt of policy proceeds depend on the circumstances of each policy owner or
beneficiary(ies). A tax adviser should be consulted about these consequences.

Generally, the policy owner will not be taxed on any of the policy cash value
until there is a distribution. When distributions from a policy occur, or when
loans are taken from or secured by a Policy, the tax consequences depend on
whether or not the policy is a "modified endowment contract."

Special rules also apply if you are subject to the alternative minimum tax. You
should consult a tax adviser if you are subject to the alternative minimum tax.


MODIFIED ENDOWMENT CONTRACTS

Under the Internal Revenue Code, certain life insurance contracts are classified
as "modified endowment contracts," and are given less favorable tax treatment
than other life insurance contracts. Due to the flexibility of the policies as
to premiums and benefits, the individual circumstances of each policy will
determine whether or not it is classified as a modified endowment contract. The
rules are too complex to be summarized here, but generally depend on the amount
of premiums paid during the first seven policy years. Certain changes in a
policy after it is issued could also cause it to be classified as a modified
endowment contract. A current or prospective policy owner should consult with a
competent advisor to determine whether or not a policy transaction will cause
the policy to be classified as a modified endowment contract.


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

Variable Last Survivor                 56

<PAGE>


MULTIPLE POLICIES

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


DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT CONTRACTS

Once a policy is classified as a modified endowment contract, the following tax
rules apply both prospectively and to any distributions made in the prior two
years:

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

     2.  Loans taken from or secured by a policy classified as a modified
         endowment contract are treated as distributions and taxed first as
         distributions of gain taxable as ordinary income and as tax-free
         recovery of the policy owner's investment in the policy only after all
         gain has been distributed.

     3.  A 10.0% additional income tax penalty may be imposed on distribution
         amount subject to income tax. Consult a tax adviser to determine
         whether or not you may be subject to this penalty tax.


DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS

Distributions other than death benefits from a policy that is not classified as
a modified endowment contract are generally treated first as a recovery of the
policy owner's investment in the policy. Only after the recovery of all
investment in the policy, is there taxable income. However, certain
distributions which must be made in order to enable the policy to continue to
qualify as a life insurance contract for federal income tax purposes, if policy
benefits are reduced during the first fifteen policy years, may be treated in
whole or in part as ordinary income subject to tax.

Loans from or secured by a policy that is not a modified endowment contract are
generally not treated as distributions. However, the tax consequences of a loan
from such a policy after the ninth policy year are uncertain. You should consult
a tax adviser as to such consequences. Finally, neither distributions from, nor
loans from or secured by, a policy that is not a modified endowment contract are
subject to the 10.0% additional income tax.


INVESTMENT IN THE POLICY

Your investment in the policy is generally the total of your aggregate premiums.
When a distribution is taken from the policy other than a policy loan, your
investment in the policy is reduced by the amount of the distribution that is
tax free.


POLICY LOANS

In general, interest on a policy loan will not be deductible. Before taking out
a policy loan, you should consult a tax adviser as to the tax consequences.


SECTION 1035 EXCHANGES

Code Section 1035 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. We accept 1035 exchanges with outstanding
loans. Special rules and procedures apply to Section 1035 exchanges. If you wish
to take advantage of Section 1035, you should consult your tax adviser.


TAX-EXEMPT POLICY OWNERS

Special rules may apply to a policy that is owned by a tax-exempt entity.
Tax-exempt entities should consult their tax adviser regarding the consequences
of purchasing and owning a policy. These consequences could include an effect on
the tax-

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

Variable Last Survivor                 57

<PAGE>


exempt status of the entity and the possibility of the unrelated business income
tax.


POSSIBLE TAX LAW CHANGES

Although the likelihood of legislative action is uncertain, there is always the
possibility that the tax treatment of the policy could be changed by legislation
or otherwise. You should consult a tax adviser with respect to legislative
developments and their effect on the policy.


CHANGES TO COMPLY WITH THE LAW

So that your policy continues to qualify as life insurance under the Code, we
reserve the right to refuse to accept all or part of your premium payments, or
to change your death benefit. We may refuse to allow you to make partial
withdrawals that would cause your policy to fail to qualify as life insurance.
We also may:
     o   make changes to your policy or its riders; or
     o   take distributions from your policy to the degree that we deem
         necessary to qualify your policy as life insurance for tax purposes.

If we make any change of this type, it applies the same way to all affected
policies. We will give you advance notice of this change.

The tax law limits the amount we can charge for mortality costs and other
expenses used to calculate whether your policy qualifies as life insurance for
federal income tax purposes. We must base these calculations on reasonable
mortality charges and other charges reasonably expected to be paid. The Treasury
issued proposed regulations on what it considers reasonable mortality charges.
We believe that the charges used for your policy should meet the Treasury's
current requirement for "reasonableness." We reserve the right to make changes
to the mortality charges if future regulations have standards which make changes
necessary in order to continue to qualify your policy as life insurance for
federal income tax purposes.

Additionally, assuming that you do not want your policy to be or to become a
modified endowment contract, we include a policy endorsement under which we have
the right to amend your policy, including riders. We do this to attempt to
enable your policy to continue to meet the seven-pay test for federal income tax
purposes. If the policy premium you pay is more than the seven-pay limit, we
have the right to remove any excess premium or to make any appropriate
adjustments to your policy's account value and death benefit. It is not clear,
however, whether we can take effective action pursuant to this endorsement under
all possible circumstances to prevent a policy that has exceeded the premium
limitation from being classified as a modified endowment contract.

Any increase in your death benefit will cause an increase in your cost of
insurance charges.


OTHER

Policy owners may use our policies in various arrangements, including:
     o   qualified plans;
     o   non-qualified deferred compensation or salary continuance plans;
     o   split dollar insurance plans;
     o   executive bonus plans;
     o   retiree medical benefit plans; and
     o   other plans.

The tax consequences of these plans may vary depending on the particular facts
and circumstances of each arrangement. If you want to use any of your policies
in this type of arrangement, you should consult a qualified tax adviser
regarding the tax issues of your particular arrangement.

In recent years, Congress has adopted new rules relating to life insurance owned
by businesses. Any business contemplating the purchase of a new policy or a
change in an existing policy should consult a tax adviser.

The IRS requires us to withhold income taxes from any portion of the amounts
individuals receive in a taxable transaction. We do not withhold income taxes if
you elect in writing not to have withholding apply. If the amount withheld for
you is insufficient to cover income taxes, you may have to pay income taxes and
possibly penalties later.

The transfer of the policy or designation of a beneficiary may have federal,
state, and/or local transfer and inheritance tax consequences, including the
imposition of gift, estate, and generation-skipping transfer taxes. For example,
the transfer of the policy to, or the designation as a beneficiary of, or the
payment of proceeds to, a person who is assigned to

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

Variable Last Survivor                 58

<PAGE>



a generation which is two or more generations below the generation assignment of
the policy owner may have generation skipping transfer tax consequences under
federal tax law. The individual situation of each policy owner or beneficiary
will determine the extent, if any, to which federal, state, and local transfer
and inheritance taxes may be imposed and how ownership or receipt of policy
proceeds will be treated for purposes of federal, state and local estate,
inheritance, generation skipping and other taxes.

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

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


The following tables are intended to show how the policy works. This includes
how benefits and values can vary over a long period of time. Each table also
compares these values with total premiums paid with interest. The policies
illustrated include:

<TABLE>
<CAPTION>

                                                              Definition
                                                   Death        of Life          Stated                           Target
                             Tobacco User         Benefit      Insurance          Death                            Death
   Gender        Age            Status             Option         Test           Benefit         Premium          Benefit
   ------        ---            ------             ------         ----           -------         -------          -------
   <S>            <C>      <C>                       <C>           <C>          <C>              <C>             <C>
    Male          50       Non-tobacco User          1             GP           1,000,000        $12,500         1,000,000
                               Preferred
   Female         50       Non-tobacco User
                               Preferred
</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, assuming the
variable divisions had constant hypothetical gross annual investment returns of
0.0%, 6.0%, or 12.0% over the periods indicated in each table. Various expenses
of the investment portfolios were voluntarily absorbed by the portfolio's
investment manager. Absent such reimbursement, the fees and expenses used in
this illustration would be higher.

We have agreements with the investment portfolio advisers under which we receive
certain fees in return for providing certain services. These fees are commonly
known as 12(b)(1) fees. These fees are usually charged by the advisers to the
investment portfolios, but are in some cases absorbed by the investment
portfolio.

Values would differ from those shown in the tables if the annual investment
returns were not constant.

These illustrations assume there are no policy loans. The amounts shown would
differ if we had used two females or two males.

The third column of each table shows what would happen if an amount equal to the
assumed premiums earned interest, after taxes, of 5.0% compounded annually.

We illustrate premium payments as if they were made at the beginning of the
year.

The difference between the account value and the cash surrender value in the
first nine years of the policy shows the effect of the surrender charge.

The net investment return on your policy is lower than the gross investment
return on the variable divisions. We show this effect in the amounts for death
benefits, account values and cash surrender values. This effect is due to
deductions from premiums, the mortality and expense risk charge, monthly
deductions, cost of insurance rider

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

Variable Last Survivor                 59

<PAGE>



charges, and surrender charges. The tables show charges at our current rates.
SEE MONTHLY DEDUCTIONS FROM YOUR ACCOUNT VALUE, PAGE 49. The tables also show
charges at the maximum rates we guarantee in our policies. The mortality and
expense risk investment fee is 0.75% annually on a guaranteed basis. These
illustrations show current rates, which include a persistency refund of 0.6% of
the annual account value beginning after the tenth policy anniversary.

The tables also reflect the effect on each division's investment performance of
the portfolio charge for management fees and portfolio expenses.

The tables reflect annual management fees of 0.7126% of the portfolios'
aggregate average daily net assets. This hypothetical rate is a simple average
of the investment advisory fees applying to the investment portfolios for the
year ending December 31, 1998. We assume other portfolio expenses at the rate of
0.1939% of the portfolios' average daily net assets. This is an average of all
the portfolios' other expenses for the year ending December 31, 1998. These
charges total 0.9065%. Actual fees vary by portfolio. The sponsor may have
agreements to waive or otherwise pay each investment division for operating
expenses which are greater than certain limits. The tables assume that the
current expense reimbursement arrangements will continue. However, they may not
continue.

The effect of these charges and expenses, and mortality and expense risk charges
results in a net rate of return of:
     o   (1.53)% on a 0% gross rate of return;
     o   4.42% on a 6% gross rate of return; and
     o   10.38% on a 12% gross rate of return.

The tables assume that charges have been deducted. This includes administrative
and sales charges. The tables show that we do not currently charge against the
variable account for state or federal taxes. If we charge for the taxes in the
future, it will take a higher gross rate of return than the rates shown to
produce the same death benefits, account values, and cash surrender values.

If we are asked to do so, we will give you a comparable personal illustration
based on:
     o   the insured people's ages and genders;
     o   standard premium class assumptions;
     o   initial stated death benefit;
     o   the chosen death benefit option;
     o   scheduled premiums consistent with your policy form; and
     o   special features elected on your policy.

At issue, we deliver an individualized illustration showing the scheduled
premium you chose and the insured people's actual risk classes. After we issue
the policy, if you ask us to, we will give you an illustration of future policy
benefits. We base these hypothetical future benefits on both guaranteed and
current cost factor assumptions and actual account value.

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

Variable Last Survivor                 60

<PAGE>


<TABLE>
<CAPTION>


PROSPECT:  INSURED PERSON NO. 1'S NAME
MALE 50 NON-TOBACCO USER                                                                         PRESENTED BY:
INSURED PERSON NO. 2'S NAME
FEMALE 50 NON-TOBACCO USER
                                  SECURITY LIFE
                      VARIABLE LAST SURVIVOR UNIVERSAL LIFE

STATED DEATH BENEFIT:  $1,000,000                                                                             DEATH BENEFIT OPTION 1
                                                                                                         ANNUAL PREMIUM:  $13,000.00
                                                                                          GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST

                                  SUMMARY PAGE

                           ASSUMING GUARANTEED CHARGES
                Assuming Hypothetical Gross Investment Return of:


                                 -----------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      13000         13650     10653     1767   1000000     12005      3119   1000000    11328       2443    1000000
 2      13000         27983     21056    12171   1000000     25163     16278   1000000    23069      14183    1000000
 3      13000         43032     31200    22314   1000000     39579     30694   1000000    35224      26339    1000000
 4      13000         58833     41069    32183   1000000     55363     46477   1000000    47793      38908    1000000
 5      13000         75425     50646    41761   1000000     72634     63749   1000000    60773      51888    1000000
 6      13000         92846     60190    53082   1000000     91834     84726   1000000    74451      67343    1000000
 7      13000        111138     69398    64067   1000000    112830    107499   1000000    88541      83210    1000000
 8      13000        130345     78254    74699   1000000    135790    132236   1000000   103040      99486    1000000
 9      13000        150513     86735    84958   1000000    160898    159121   1000000   117941     116164    1000000
10      13000        171688     94816    94816   1000000    188358    188358   1000000   133237     133237    1000000
15      13000        294547    134338   134338   1000000    384580    384580   1000000   224507     224507    1000000
20      13000        451350    153792   153792   1000000    705991    705991   1000000   324402     324402    1000000
25      13000        651475    133462   133462   1000000   1253479   1253479   1341222   423618     423618    1000000
30      13000        906890     15550    15550   1000000   2167665   2167665   2276048   496693     496693    1000000

AGE 65  13000        322925    140234   140234   1000000    436554    436554   1000000   243989     243989    1000000
</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.

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

Variable Last Survivor                 61

<PAGE>



<TABLE>
<CAPTION>

PROSPECT:  INSURED PERSON NO. 1'S NAME:
MALE 50 NON-TOBACCO USER                                                                         PRESENTED BY:
INSURED PERSON NO. 2'S NAME
FEMALE 50 NON-TOBACCO USER
                                  SECURITY LIFE
                      VARIABLE LAST SURVIVOR UNIVERSAL LIFE

STATED DEATH BENEFIT:  $1,000,000                                     DEATH BENEFIT OPTION 1
                                                                      ANNUAL PREMIUM:  $13,000.00
                                                                      GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST

                                  SUMMARY PAGE

                            ASSUMING CURRENT CHARGES
                Assuming Hypothetical Gross Investment Return of:


                                --------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      13000         13650     10653     1767   1000000     12005      3119   1000000     11328     2443   1000000
 2      13000         27983     21056    12171   1000000     25163     16278   1000000     23069    14183   1000000
 3      13000         43032     31200    22314   1000000     39579     30694   1000000     35224    26339   1000000
 4      13000         58833     41150    32265   1000000     55448     46563   1000000     47876    38991   1000000
 5      13000         75425     50933    42047   1000000     72944     64058   1000000     61071    52186   1000000
 6      13000         92846     60824    53716   1000000     92540     85432   1000000     75121    68013   1000000
 7      13000        111138     70543    65211   1000000    114141    108810   1000000     89769    84437   1000000
 8      13000        130345     80088    76534   1000000    137949    134395   1000000    105035   101481   1000000
 9      13000        150513     89457    87680   1000000    164186    162409   1000000    120941   119164   1000000
10      13000        171688     98645    98645   1000000    193097    193097   1000000    137509   137509   1000000
15      13000        294547    148809   148809   1000000    403872    403872   1000000    241358   241358   1000000
20      13000        451350    193607   193607   1000000    756919    756919   1000000    371116   371116   1000000
25      13000        651475    228244   228244   1000000   1350529   1350529   1445066    530841   530841   1000000
30      13000        906890    242734   242734   1000000   2345328   2345328   2462595    727244   727244   1000000

AGE 65  13000        322925    158321   158321   1000000    460703    460703   1000000    265130   265130   1000000
</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.

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

Variable Last Survivor                 62

<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 one or two asterisks
(*/**), is Security Life Center, 1290 Broadway, Denver, Colorado 80203-5699. The
business address of each person denoted with one asterisk (*) is ING North
America Insurance Corporation, 5780 Powers Ferry Road, Atlanta, Georgia
30327-4390. The business address of each person denoted with two asterisks (**)
is Security Life of Denver Insurance Company, 9140 Arrowpoint Blvd., Suite 400,
Charlotte, North Carolina 28273.


Name and Principal
Business and Address           Position and Offices with Security Life of Denver
- --------------------           -------------------------------------------------
Stephen M. Christopher         Director, President and Chief Executive Officer

Thomas F. Conroy               Director, President Security Life Reinsurance

Michael W. Cunningham*         Director, Executive Vice President

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

James L. Livingston, Jr.       Executive Vice President and Chief Operating
                               Officer

Jeffrey R. Messner             Executive Vice President and Chief Marketing
                               Officer

Jess A. Skriletz               President, ING Institutional Markets

John R. Barmeyer*              Senior Vice President, Chief Legal Officer

Wayne D. Bidelman              Senior Vice President, CCRC

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

Michael Fisher*                Senior Vice President, Litigation

Carol D. Hard                  Senior Vice President, Variable Products

Philip R. Kruse                Senior Vice President

Charles LeDoyen**              Senior Vice President, Structured Settlements

Timothy P. McCarthy            Senior Vice President, Marketing Services

Gregory G. McGreevey           Senior Vice President, New Product and Market
                               Development



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

Variable Last Survivor                 63

<PAGE>



Name and Principal
Business and Address           Position and Offices with Security Life of Denver
- --------------------           -------------------------------------------------
Jeffery W. Seel*               Senior Vice President, Chief Investment Officer

Lawrence D. Taylor             Senior Vice President, Chief Actuary

Louis N. Trapolino             Senior Vice President, Distribution

William D. Tyler*              Senior Vice President, Chief Information Officer

Katherine Anderson             Vice President

Carole A. Baumbusch            Vice President, Special Projects

Evelyn A. Bentz                Vice President, M Financial Sales

Thomas Kirby Brown, Jr.        Vice President, Operations, ING Institutional
                               Markets

Douglas W. Campbell            Vice President, Agency Sales

Daniel S. Clements             Vice President and Chief Underwriter

Stanley F. Eckert              Vice President, National Marketing

Larry D. Erb                   Vice President, Information Technology

Martha K. Evans                Vice President, Variable Operations

Fitz Fisher                    Vice President, Information Technology

Deborah B. Holden*             Vice President, Corporate Benefits

Brian Holland                  Vice President, Sales and International Risk
                               Management

Kenneth R. Kiefer**            Vice President, Operations, Structured
                               Settlements

Richard D. King                Vice President, Medical Director

C. Lynn McPherson*             Vice President

Sue A. Miskie                  Vice President, Corporate Services

David S. Pendergrass*          Vice President and Treasury Officer

Stephen R. Pryde               Vice President, Administration

Christiaan M. Rutten           Vice President, Structured Reinsurance


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

Variable Last Survivor               64

<PAGE>



Name and Principal
Business and Address           Position and Offices with Security Life of Denver
- --------------------           -------------------------------------------------
Casey J. Scott                 Vice President, National Marketing

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

Mark A. Smith                  Vice President, Insurance Services

Jerome M. Strop                Vice President, Strategic Marketing

Gary W. Waggoner               Vice President, General Counsel and Corporate
                               Secretary

William Wojciechowski*         Vice President, CCRC

Amy L. Winsor                  Treasurer and Finance Officer

Eric G. Banta                  Assistant Secretary

Roger O. Beebe                 Actuarial Officer

Marsha K. Crest                Agency Administration Officer

John B. Dickinson              Actuarial Officer

Relda A. Fleshman              Deputy General Counsel

Shirley A. Knarr               Actuarial Officer

Glen E. Stark                  Actuarial Officer

William J. Wagner              Actuarial Officer



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

Variable Last Survivor                 65

<PAGE>



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, of
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. Sutherland Asbill &
Brennan LLP has provided advice on matters relating to the federal securities
laws.


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, 1998 and 1997, and for each of the
three years in the period ended December 31, 1998, and the financial statements
of the Separate Account L1 at December 31, 1998, and for each of the three years
in the period ended December 31, 1998, appearing in this prospectus and
registration statement have been audited by _________________________,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein, and are included in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing. [to be filed by amendment.]

Actuarial matters in this prospectus have been examined by Lawrence D. Taylor,
F.S.A., M.A.A.A., who is Senior Vice President and Chief Actuary of Security
Life. His opinion on actuarial matters is filed as an exhibit to the
Registration Statement we filed with the SEC. [to be filed by amendment.]


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 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. There is a charge for this
material.


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

Variable Last Survivor                 66

<PAGE>



                              FINANCIAL STATEMENTS




                           [to be filed by amendment]

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

Variable Last Survivor
                                                        67

<PAGE>



                                                    APPENDIX A


                                                  FACTORS FOR THE
                                    GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
                                            FOR A LIFE INSURANCE POLICY
<TABLE>
<CAPTION>

    Attained                       Attained                        Attained                       Attained
 Age of Younger      Factor     Age of Younger                  Age of Younger                 Age of Younger
    Insured                         Insured          Factor        Insured          Factor         Insured         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.



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

Variable Last Survivor                 68

<PAGE>



                                   APPENDIX B

                         ENHANCED DEATH BENEFIT CORRIDOR
                                 FACTORS FOR THE
                   GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
                           FOR A LIFE INSURANCE POLICY

<TABLE>
<CAPTION>

    Attained                    Attained                    Attained                    Attained
 Age of Younger             Age of Younger              Age of Younger              Age of Younger
    Insured      Factor         Insured     Factor         Insured      Factor          Insured     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        1.09

       5         2.50             30        2.50              55        1.50              80        1.14
       6         2.50             31        2.50              56        1.46              81        1.18
       7         2.50             32        2.50              57        1.42              82        1.22
       8         2.50             33        2.50              58        1.38              83        1.26
       9         2.50             34        2.50              59        1.34              84        1.31

       10        2.50             35        2.50              60        1.30              85        1.35
       11        2.50             36        2.50              61        1.28              86        1.33
       12        2.50             37        2.50              62        1.26              87        1.31
       13        2.50             38        2.50              63        1.24              88        1.29
       14        2.50             39        2.50              64        1.22              89        1.27

       15        2.50             40        2.50              65        1.20              90        1.26
       16        2.50             41        2.43              66        1.19              91        1.24
       17        2.50             42        2.36              67        1.18              92        1.22
       18        2.50             43        2.29              68        1.17              93        1.19
       19        2.50             44        2.22              69        1.16              94        1.16

       20        2.50             45        2.15              70        1.15              95        1.12
       21        2.50             46        2.09              71        1.13              96        1.11
       22        2.50             47        2.03              72        1.11              97        1.09
       23        2.50             48        1.97              73        1.09              98        1.06
       24        2.50             49        1.91              74        1.07              99        1.03

                                                                                          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.


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

Variable Last Survivor                 69

<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 $12,500 annual premium, paid at
the beginning of each year, for a hypothetical policy with a $1,000,000 face
amount death benefit Option 1, issued on a preferred, nonsmoker male, Age 50 and
a preferred, nonsmoker female, age 50. 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 REFUNDS, PAGE 48. This prospectus also contains
illustrations based on assumed rates of return. SEE ILLUSTRATIONS OF DEATH
BENEFITS, ACCOUNT VALUES, SURRENDER VALUES AND ACCUMULATED PREMIUMS, PAGE 59.



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

Variable Last Survivor                 70

<PAGE>



              HYPOTHETICAL ILLUSTRATIONS [to be filed by amendment]

Nonsmoker Male Age 50
Nonsmoker Female Age 50
Preferred Risk Class                                     Death Benefit Option 1
Stated Death Benefit $1,000,000                          Annual Premium $12,500

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



AIM V.I. CAPITAL APPRECIATION FUND
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/94           2.50%             2,151           11,036          1,000,000
12/31/95          35.69%            20,673           29,559          1,000,000
12/31/96          17.58%            38,171           47,056          1,000,000
12/31/97          13.51%            56,208           65,093          1,000,000
12/31/98          19.30%            80,917           89,802          1,000,000

AIM V.I. GOVERNMENT SECURITIES FUND
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/94        (3.73)%              1,450           10,335          1,000,000
12/31/95         15.56%             15,397           24,282          1,000,000
12/31/96          2.29%             26,616           35,501          1,000,000
12/31/97          8.16%             40,703           49,589          1,000,000
12/31/98          7.66%             55,522           64,407          1,000,000

ALGER AMERICAN GROWTH PORTFOLIO
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/90           4.14%             2,336           11,221          1,000,000
12/31/91          40.39%            21,976           30,861          1,000,000
12/31/92          12.38%            37,516           46,401          1,000,000
12/31/93          22.47%            60,600           69,485          1,000,000
12/31/94           1.45%            71,811           80,696          1,000,000
12/31/95          36.37%           117,130          124,238          1,000,000
12/31/96          13.35%           146,812          152,143          1,000,000
12/31/97          25.75%           200,125          203,679          1,000,000
12/31/98          48.07%           313,916          315,693          1,000,000

ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/96          12.04%             3,226           12,111          1,000,000
12/31/97          19.68%            18,394           27,279          1,000,000
12/31/98          57.83%            50,930           59,815          1,000,000

The assumptions underlying these values are described in Performance
Information, page 70.

* 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.

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

Variable Last Survivor                 71

<PAGE>



        HYPOTHETICAL ILLUSTRATION (Continued) [to be filed by amendment]

Nonsmoker Male Age 50
Nonsmoker Female Age 50
Preferred Risk Class                                     Death Benefit Option 1
Stated Death Benefit $1,000,000                          Annual Premium $12,500

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



ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/94         (1.54)%             1,696           10,581          1,000,000
12/31/95          44.45%            21,969           30,854          1,000,000
12/31/96          11.90%            37,307           46,192          1,000,000
12/31/97          15.01%            56,090           64,976          1,000,000
12/31/98          30.30%            89,105           97,990          1,000,000

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/89          64.48%              9,158           18,043         1,000,000
12/31/90           8.71%             22,242           31,127         1,000,000
12/31/91          57.54%             56,838           65,723         1,000,000
12/31/92           3.55%             69,632           78,518         1,000,000
12/31/93          13.28%             91,451          100,336         1,000,000
12/31/94         (4.38)%             98,461          105,569         1,000,000
12/31/95          44.31%            161,802          167,133         1,000,000
12/31/96           4.18%            180,581          184,135         1,000,000
12/31/97          11.39%            213,927          215,704         1,000,000
12/31/98          15.53%            259,929          259,929         1,000,000

FIDELITY VIP GROWTH PORTFOLIO
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/89          31.51%              5,425           14,310         1,000,000
12/31/90        (11.73)%             13,018           21,903         1,000,000
12/31/91          45.51%             38,443           47,328         1,000,000
12/31/92           9.32%             54,078           62,963         1,000,000
12/31/93          19.37%             78,445           87,331         1,000,000
12/31/94         (0.02)%             90,393           97,501         1,000,000
12/31/95          35.36%            140,552          145,883         1,000,000
12/31/96          14.71%            175,056          178,611         1,000,000
12/31/97          23.48%            230,639          232,416         1,000,000
12/31/98          39.49%            337,128          337,128         1,000,000

 The assumptions underlying these values are described in Performance
Information, page 70.

 * 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.

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

Variable Last Survivor                 72

<PAGE>



        HYPOTHETICAL ILLUSTRATION (Continued) [to be filed by amendment]

Nonsmoker Male Age 50
Nonsmoker Female Age 50
Preferred Risk Class                                     Death Benefit Option 1
Stated Death Benefit $1,000,000                          Annual Premium $12,500

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


FIDELITY VIP MONEY MARKET PORTFOLIO
  Year         Annual Total     Cash Surrender       Account          Benefit
  Ended          Return *            Value            Value            Death
12/31/89          9.12%               2,897           11,782         1,000,000
12/31/90          8.04%              15,332           24,218         1,000,000
12/31/91          6.09%              27,888           36,774         1,000,000
12/31/92          3.90%              40,039           48,924         1,000,000
12/31/93          3.23%              52,166           61,051         1,000,000
12/31/94          4.25%              67,385           74,493         1,000,000
12/31/95          5.87%              84,445           89,776         1,000,000
12/31/96          5.41%             101,807          105,361         1,000,000
12/31/97          5.51%             119,987          121,764         1,000,000
12/31/98          5.46%             138,853          138,853         1,000,000

FIDELITY VIP OVERSEAS PORTFOLIO
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/89          26.28%              4,834           13,719         1,000,000
12/31/90         (1.67)%             14,997           23,883         1,000,000
12/31/91           8.00%             28,202           37,087         1,000,000
12/31/92        (10.72)%             33,350           42,235         1,000,000
12/31/93          37.35%             63,435           72,320         1,000,000
12/31/94           1.72%             76,942           84,050         1,000,000
12/31/95           9.74%             98,161          103,493         1,000,000
12/31/96          13.15%            124,999          128,553         1,000,000
12/31/97          11.56%            152,694          154,471         1,000,000
12/31/98          12.75%            185,110          185,110         1,000,000

FIDELITY VIP II ASSET MANAGER PORTFOLIO
  Year         Annual Total     Cash Surrender       Account          Benefit
  Ended          Return *            Value            Value            Death
12/31/90           6.72%              2,626           11,512         1,000,000
12/31/91          22.56%             18,334           27,219         1,000,000
12/31/92          11.71%             33,197           42,082         1,000,000
12/31/93          21.23%             54,692           63,577         1,000,000
12/31/94         (6.09)%             60,262           69,147         1,000,000
12/31/95          16.96%             85,943           93,051         1,000,000
12/31/96          14.60%            113,014          118,345         1,000,000
12/31/97          20.65%            151,354          154,908         1,000,000
12/31/98          15.05%            187,651          189,428         1,000,000

The assumptions underlying these values are described in Performance
Information, page 70.

* 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.

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

Variable Last Survivor                 73

<PAGE>



        HYPOTHETICAL ILLUSTRATION (Continued) [to be filed by amendment]

Nonsmoker Male Age 50
Nonsmoker Female Age 50
Preferred Risk Class                                     Death Benefit Option 1
Stated Death Benefit $1,000,000                          Annual Premium $12,500

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



FIDELITY VIP II INDEX 500 PORTFOLIO
  Year         Annual Total     Cash Surrender       Account          Benefit
  Ended          Return *            Value            Value            Death
12/31/93           9.74%              2,967           11,852         1,000,000
12/31/94           1.04%             13,798           22,683         1,000,000
12/31/95          37.19%             36,761           45,646         1,000,000
12/31/96          22.82%             59,880           68,765         1,000,000
12/31/97          32.82%             96,010          104,895         1,000,000
12/31/98          28.31%            140,573          147,682         1,000,000

INVESCO VIF-EQUITY INCOME FUND
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/95          29.25%             5,169           14,054          1,000,000
12/31/96          22.28%            21,357           30,243          1,000,000
12/31/97          28.17%            43,336           52,221          1,000,000
12/31/98          15.30%            63,157           72,042          1,000,000

INVESCO VIF-HIGH YIELD FUND
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/95          19.76%             4,097           12,982          1,000,000
12/31/96          16.59%            18,683           27,568          1,000,000
12/31/97          17.33%            35,751           44,636          1,000,000
12/31/98           1.42%            46,773           55,659          1,000,000

INVESCO VIF-SMALL COMPANY GROWTH FUND
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/98          16.38%             3,716           12,601          1,000,000

INVESCO VIF-TOTAL RETURN FUND
  Year         Annual Total     Cash Surrender       Account          Benefit
  Ended          Return *            Value            Value            Death
12/31/95          22.79%             4,439           13,325          1,000,000
12/31/96          12.18%            17,999           26,885          1,000,000
12/31/97          22.91%            37,070           45,955          1,000,000
12/31/98           9.56%            52,724           61,609          1,000,000

The assumptions underlying these values are described in Performance
Information, page 70.

* 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.

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

Variable Last Survivor                 74

<PAGE>



        HYPOTHETICAL ILLUSTRATION (Continued) [to be filed by amendment]

Nonsmoker Male Age 50
Nonsmoker Female Age 50
Preferred Risk Class                                     Death Benefit Option 1
Stated Death Benefit $1,000,000                          Annual Premium $12,500

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



INVESCO VIF-UTILITIES FUND
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/95          9.08%              2,892           11,778          1,000,000
12/31/96          12.76%            16,410           25,295          1,000,000
12/31/97          23.41%            35,312           44,197          1,000,000
12/31/98          25.48%            59,578           68,463          1,000,000

NEUBERGER BERMAN GROWTH PORTFOLIO
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/89          29.47%              5,194           14,079         1,000,000
12/31/90         (8.19)%             13,707           22,592         1,000,000
12/31/91          29.73%             34,127           43,012         1,000,000
12/31/92           9.54%             49,512           58,397         1,000,000
12/31/93           6.79%             64,336           73,221         1,000,000
12/31/94         (4.99)%             72,208           79,316         1,000,000
12/31/95          31.73%            112,839          118,170         1,000,000
12/31/96           9.14%            136,324          139,878         1,000,000
12/31/97          29.01%            191,467          193,244         1,000,000
12/31/98          15.53%            234,166          234,166         1,000,000

NEUBERGER BERMAN LIMITED MATURITY BOND PORTFOLIO
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/89          10.77%               3,083           11,968         1,000,000
12/31/90           8.32%              15,597           24,482         1,000,000
12/31/91          11.34%              30,030           38,915         1,000,000
12/31/92           5.18%              42,885           51,771         1,000,000
12/31/93           6.63%              57,210           66,095         1,000,000
12/31/94         (0.15)%              69,215           76,323         1,000,000
12/31/95          10.94%              90,790           96,121         1,000,000
12/31/96           4.31%             107,272          110,826         1,000,000
12/31/97           6.74%             127,206          128,983         1,000,000
12/31/98           4.39%             144,919          144,919         1,000,000

NEUBERGER BERMAN PARTNERS PORTFOLIO
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/95          36.47%             5,985           14,871          1,000,000
12/31/96          29.57%            24,245           33,130          1,000,000
12/31/97          31.25%            48,369           57,254          1,000,000
12/31/98           4.21%            61,375           70,260          1,000,000

The assumptions underlying these values are described in Performance
Information, page 70.

* 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.

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

Variable Last Survivor                 75

<PAGE>



        HYPOTHETICAL ILLUSTRATION (Continued) [to be filed by amendment]

Nonsmoker Male Age 50
Nonsmoker Female Age 50
Preferred Risk Class                                     Death Benefit Option 1
Stated Death Benefit $1,000,000                          Annual Premium $12,500

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



VAN ECK WORLDWIDE BOND FUND
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/90          11.25%              3,137           12,022         1,000,000
12/31/91          18.39%             17,989           26,874         1,000,000
12/31/92         (5.25)%             26,394           35,279         1,000,000
12/31/93           7.79%             40,294           49,180         1,000,000
12/31/94         (1.32)%             49,699           58,584         1,000,000
12/31/95          17.30%             73,915           81,023         1,000,000
12/31/96           2.53%             88,240           93,571         1,000,000
12/31/97           2.38%            102,617          106,172         1,000,000
12/31/98          12.75%            129,295          131,072         1,000,000

VAN ECK WORLDWIDE EMERGING MARKETS FUND
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/96           26.82%             4,895           13,780         1,000,000
12/31/97         (11.61)%            12,583           21,469         1,000,000
12/31/98         (34.15)%            11,937           20,822         1,000,000

VAN ECK WORLDWIDE HARD ASSETS FUND
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/91         (2.93)%             1,540           10,425          1,000,000
12/31/92         (4.09)%            11,260           20,146          1,000,000
12/31/93          64.83%            41,942           50,827          1,000,000
12/31/94         (4.78)%            49,187           58,072          1,000,000
12/31/95          10.99%            66,881           75,766          1,000,000
12/31/96          18.04%            94,565          101,674          1,000,000
12/31/97         (1.67)%           104,541          109,872          1,000,000
12/31/98        (30.93)%            79,064           82,618          1,000,000

VAN ECK WORLDWIDE REAL ESTATE FUND
  Year         Annual Total     Cash Surrender       Account           Death
 Ended:          Return*             Value            Value           Benefit
12/31/98         (11.35)%             593             9,478          1,000,000

 The assumptions underlying these values are described in Performance
Information, page 70.

*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.

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

Variable Last Survivor                 76

<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

Please refer to the Articles of Incorporation listed as Exhibits 1.A(6)(a) and
1.A(6)(b-g) and the By-Laws listed as Exhibits 1.A(6)(h) and 1.A(6)(h)(i).

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 expense actually and reasonably incurred in connection with
actions where such persons have been successful on the merits or otherwise in
defense of such actions.

Insofar as indemnification for liability arising under the Securities Act of
1933 (the "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 preceding, 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.

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The facing sheet.

     Cross-Reference table.

     The prospectus.

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

Variable Last Survivor               II - 1

<PAGE>




     The undertaking to file reports.

     The undertaking regarding indemnification.

     The undertaking required by Section 26(e)2(A) of the Investment Company Act
     of 1940, as amended.

     The signatures.

     Written consents of the following persons:
              Lawrence D. Taylor (See Exhibit 6B). [To be filed by amendment]
              Ernst & Young, L.L.P. (See Exhibit 7A). [To be filed by amendment]
              Sutherland Asbill & Brennan, LLP (See Exhibit 7B). [To be filed by
                                                                   amendment]


     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./1/
          (b)  Specimen Amendment to Broker/Dealer Supervisory and Selling
               Agreement for Variable Contracts with Compensation Schedule.
          (c)  Commission Schedule for Policies.

     (4)  Not Applicable.

     (5)  (a)  Specimen Variable Last Survivor Universal Life Insurance Policy
               (Form No.2504 (JTVUL)-8/99).
          (b)  Adjustable Term Insurance Rider (Form No. R2003-8/99)./4/
          (c)  Single Life Term Insurance Rider (Insured #1)
               (Form No. R2004-8/99)./4/
          (d)  Single Life Term Insurance Rider (Insured #2)
               (Form No. R2005-8/99)./4/
          (e)  Aviation Exclusion Rider (Form No. S-9622).

     (6)  (a)  Security Life of Denver's Restated Articles of Incorporation./1/
          (b-g) Amendments to Articles of Incorporation through June 12,
                1987./1/
          (h)  Security Life of Denver's By-Laws./1/
          (i)  Bylaws of Security Life of Denver Insurance Company (Restated
               with Amendments through September 30, 1997)./2/

     (7)  Not Applicable.

     (8)  (a)  Participation Agreements
               (i)  Participation Agreement by and among AIM Variable Insurance
                    Funds, Inc., Life Insurance Company, on Behalf of Itself and
                    its Separate Accounts and Name of Underwriter of Variable
                    Contracts and Policies./3/
               (ii) Sales Agreement by and among The Alger American Fund, Fred
                    Alger Management, Inc., and Security Life of Denver
                    Insurance Company./1/
               (iii)Sales Agreement by and among Neuberger & Berman Advisers
                    Management Trust, Neuberger & Berman Management
                    Incorporated, and Security Life of Denver Insurance
                    Company./1/
               (iv) Participation Agreement among Variable Insurance Products
                    Fund, Fidelity Distributors Corporation and Security Life of
                    Denver Insurance Company./1/
               (v)  Participation Agreement among Variable Insurance Products
                    Fund II, Fidelity Distributors Corporation and Security Life
                    of Denver Insurance Company./1/
               (vi) Participation Agreement among INVESCO Variable Investment
                    Funds, Inc., INVESCO

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

Variable Last Survivor               II - 2

<PAGE>



                    Funds Group, Inc., and Security Life of Denver Insurance
                    Company./1/
               (vii)Participation Agreement between Van Eck Investment Trust and
                    the Trust's investment adviser, Van Eck Associates
                    Corporation, and Security Life of Denver Insurance
                    Company./1/

     (9)  Not Applicable.

     (10) Specimen Variable Last Survivor Life Insurance Application with
          Binding Limited Life Insurance Coverage Form (Form No. Q-2006-9/97).

2.   Included as Exhibit 1.A(5) above.

3.A  Opinion and consent of Gary W. Waggoner as to securities being registered.

4.   Not Applicable.

5.   Not Applicable.

6.A  Opinion and consent of Lawrence D. Taylor.[To be filed by amendment]

7.A  Consent of Ernst & Young L.L.P. [To be filed by amendment]
  B Consent of Sutherland Asbill & Brennan LLP. [To be filed by amendment]

8.   Not Applicable.
- -----------

/1/  Incorporated herein by reference to Post-Effective Amendment No. 7 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 April 27, 1998 (File No. 33-74190).

/2/  Incorporated herein by reference to Post-Effective Amendment No. 5 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 29, 1998 (File No. 33-74190).

/3/  Incorporated herein by reference to Post-Effective Amendment No. 6 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 March 2, 1998 (File No. 33-74190).

/4/  Incorporated herein by reference to the Initial Registration 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 February 22, 1999 (File No. 333-72753).



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

Variable Last Survivor               II - 3

<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,
have duly caused this Registration Statement to be signed on their behalf by the
undersigned, hereunto 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 March, 1999.


                         SECURITY LIFE OF DENVER INSURANCE COMPANY
                         (Depositor)


                         BY:  /s/ Stephen M. Christopher
                             ---------------------------------
                             Stephen M. Christopher
                             President
(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

(Seal)

ATTEST:


/s/ Gary W. Waggoner
- -----------------------------
 Gary W. Waggoner


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

Variable Last Survivor               II - 4

<PAGE>




Pursuant to the requirements of the Securities Act of 1933, this 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/ Stephen M. Christopher
- -----------------------------
Stephen M. Christopher
President, Chief Executive Officer and Director


 /s/ Jim Livingston
- -----------------------------
Jim Livingston
Chief Operations Officer


PRINCIPAL ACCOUNTING OFFICER:


 /s/ Amy L. Winsor
- -----------------------------
Amy L. Winsor
Treasurer and Finance Officer


DIRECTORS:


 /s/ Thomas F. Conroy
- -----------------------------
Thomas F. Conroy


 /s/ Linda B. Emory
- -----------------------------
Linda B. Emory



- -----------------------------
Michael W. Cunningham





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

Variable Last Survivor               II - 5

<PAGE>


                                  EXHIBIT INDEX


Exhibit No.   Description of Exhibit
- -----------   ----------------------
1.A(3)(b)     Amendment to the Broker-Dealer Supervisory and Selling Agreement
              for Variable Contracts with Compensation Schedule.

1.A(3)(c)     Commission Schedule for Policies.

1.A(5)(a)     Specimen Variable Last Survivor Universal Life Insurance Policy
              (Form No. 2504 (JTVUL)-8/99).

1.A(5)(e)     Aviation Exclusion Rider (Form No. S-9622).

1.A(10)       Specimen Variable Last Survivor Life Insurance Application with
              Binding Limited Life Insurance Coverage Form(Form No.
              Q-2006-9/97).

3.A           Opinion and consent of Gary W. Waggoner as to securities being
              registered.




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

Variable Last Survivor               II - 6


                                                               EXHIBIT 1.a(3)(b)

                                AMENDMENT TO THE
                 BROKER-DEALER SUPERVISORY AND SELLING AGREEMENT
                             FOR VARIABLE CONTRACTS


         This Amendment is made by and among Security Life of Denver Insurance
Company ("Security Life"), ING America Equities, Inc. ("INGAE") and Selling
Broker-Dealer and Agency, collectively known as the Parties.

         WHEREAS, the Parties have executed a Broker-Dealer Supervisory and
Selling Agreement for Variable Contracts ("the Agreement") which provides that
Selling Broker-Dealer and Agency will enable and supervise its registered
representatives to solicit and sell the Contracts issued by Security Life and
distributed by INGAE.

         WHEREAS, the Agreement also provides for certain compensation to be
paid to Selling Broker-Dealer or Agency for the sales of such Contracts, the
Agreement is modified as follows:

         1.  The Schedule H, "Compensation Schedule to Selling Agreement for
             Security Life Last Survivor Universal Life" is hereby added.

         This Amendment is effective August 1, 1999, and shall be deemed to be
accepted by Broker-Dealer and Agency by Security Life and INGAE by submission of
an application for the Variable Last Survivor Universal Life product by Selling
Broker-Dealer or Agency on or after that date.

<PAGE>
                                   SCHEDULE H

                              COMPENSATION SCHEDULE
                     TO SELLING AGREEMENT FOR SECURITY LIFE
                      VARIABLE LAST SURVIVOR UNIVERSAL LIFE


This Schedule is an attachment to the ING America Equities, Inc. ("ING AMERICA
EQUITIES") Selling Agreement by and among the parties pursuant to paragraph 17
of that Selling Agreement, effective as of August 1, 1999, or the date that
Selling Broker-Dealer submits an application for this product, whichever is
later. The provisions of this Schedule shall apply only to Security Life
Variable Last Survivor Universal Life policies solicited and issued while this
Schedule is in effect. All compensation payable under this Schedule shall be
subject to the terms and conditions contained herein at the time of issue of the
policy by Security Life of Denver Insurance Company ("SECURITY LIFE").

1.       Commission Structure:

                      |               RCA             |      TRAIL
     -----------------------------------------------------------------------
     PCA   |  SCA     |   YEARS 2 - 5  |  YEARS 6 +   |   YEARS 5 - 20
     -----------------------------------------------------------------------
     90%   |   5%     |        5%      |     2%       |    0.20% net
           |          |                |              |   account value


                  PCA (PRIMARY COMMISSIONABLE AMOUNT) is equal to the first year
                  commission target premium (shown on policy schedule pages and
                  illustrations). Gross premiums paid up to the PCA in any year
                  are commissioned at the full PCA rate. If the gross premium
                  paid in year one is less than the PCA, that difference is
                  carried over to the second year. Premiums received in year two
                  or later up to this difference, if any, are commissioned at
                  the full PCA commission rate. A new PCA is generated any time
                  a new base coverage segment is created. Note that a death
                  benefit option change does not create a new PCA. Premium
                  dollars are allocated first to PCA, then to SCA, and then to
                  RCA.

                  SCA (SECONDARY COMMISSIONABLE AMOUNT) is equal to the
                  difference between the gross premiums paid in segment year one
                  and the PCA.

                  RCA (RENEWABLE COMMISSIONABLE AMOUNT) equals zero in the first
                  policy year. In renewal years, the RCA equals the gross
                  premium paid per segment less the remaining PCA for that year,
                  but never less than zero.

Schedule H

<PAGE>

2.       Trail Commissions: for policy years 5 through 20, a trail commission of
0.20% for Variable Last Survivor Universal Life on an annualized basis is
calculated at the end of each month based on the policy's net account value at
the end of the prior month.

The trail commission is payable annually at the end of a policy year provided
the policy is in force, and not subject to grace period provisions, on that
date.

3.       Riders: Commissionable riders 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.

4.       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. Outstanding loan amounts carried over are not considered
commissionable premium.

5.       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 commission target premium for each segment bears
to the total commission target premium of the policy.

6.       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 H
in effect at the time of issue of the policy.

7.       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 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.

The reimbursement may be deducted by ING AMERICA EQUITIES from the next, or any
subsequent, commission payment to SELLING BROKER-DEALER.

If the amount to be reimbursed exceeds compensation otherwise due, SELLING
BROKER-DEALER shall promptly reimburse ING AMERICA EQUITIES before the next
commission cycle.

Schedule H

<PAGE>


8.       Internal Exchanges: Commissions on the exchange of any SECURITY LIFE
policy for Variable Last Survivor Universal Life, if any, will be paid in
accordance with the exchange procedures 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 active with SECURITY LIFE,
no commission will be payable to the Representative or the SELLING
BROKER-DEALER.




























Schedule H

                                                               EXHIBIT 1.a(3)(c)




Commissions:

                    EXPRESSED AS A PERCENT OF PREMIUM       ASSET
          YEAR      UP TO TARGET         ABOVE TARGET       TRAIL
          ----      ------------         ------------       -----
          1              90%                 5%              n/a
          2-5             5%                 5%              n/a
          6-10            2%                 2%              n/a
          11-20           2%                 2%              20bp*
          21+             2%                 2%              n/a

*  Paid on account value on an annualized basis

                                                              EXHIBIT 1.A (5)(a)

SECURITY LIFE OF DENVER
INSURANCE COMPANY
       INSURED (1):     JOHN DOE
       INSURED (2):     MARY DOE
       POLICY DATE:     August 1, 1999
     POLICY NUMBER:     67000001

WE AGREE TO PAY the death benefit to the beneficiary upon the second death of
the two insureds while this policy is in force.

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 PERIOD. You have the right to examine and return this policy
within [10] days after receipt. The policy may be returned by delivering or
mailing it to us at our Customer Service Center or to your registered
representative. 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. If this
policy is a replacement policy as defined by state law where this policy is
delivered, you have the right to examine and return this policy within [10]
days.]


              /s/ Gary W. Waggoner               /s/ Stephen M. Christopher


                   Secretary                          President

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.

                       THIS IS A NON-PARTICIPATING POLICY.
    [THIS POLICY IS A LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                    POLICY.]
                     THIS POLICY INCLUDES PERSISTENCY BONUS.

[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 SECOND DEATH OF
THE TWO INSUREDS. THERE IS NO MATURITY DATE. FLEXIBLE PREMIUMS ARE PAYABLE BY
YOU DURING THE LIFETIME OF EITHER INSURED UNTIL THE POLICY ANNIVERSARY NEAREST
THE YOUNGER INSURED'S 100TH BIRTH DATE.]

The death benefit is payable following the second death. However, you should
give us notice of the first death at the time it occurs.
                               [        ]
               SECURITY LIFE OF DENVER INSURANCE COMPANY
                           A Stock Company

    Customer Service Center, P.O. Box 173888,  Denver, Colorado  80217
                  Toll Free Number:  1(800) 848-6362

Form 2504 (JTVUL)-8/99

<PAGE>

                               TABLE OF CONTENTS


SCHEDULE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
DEFINITION OF TERMS . . . . . . . . . . . . . . . . . . . . . . . .  6
INSURANCE COVERAGE PROVISIONS . . . . . . . . . . . . . . . . . . .  7
     EFFECTIVE DATE OF COVERAGE . . . . . . . . . . . . . . . . . .  7
     BASE DEATH BENEFIT . . . . . . . . . . . . . . . . . . . . . .  7
     CHANGE IN REQUESTED INSURANCE COVERAGE . . . . . . . . . . . .  7
          Requested Increases in Coverage . . . . . . . . . . . . .  8
          Requested Decreases in Coverage . . . . . . . . . . . . .  8
          Death Benefit Option Changes  . . . . . . . . . . . . . .  8
     CONTINUATION OF COVERAGE AFTER AGE 100 . . . . . . . . . . . .  9
     PAYOUT OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . 10
PREMIUM PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . 10
     INITIAL PREMIUM ALLOCATION . . . . . . . . . . . . . . . . . . 10
     SUBSEQUENT PREMIUM ALLOCATION  . . . . . . . . . . . . . . . . 11
     CHANGES TO PREMIUM ALLOCATIONS . . . . . . . . . . . . . . . . 11
     [SCHEDULED PREMIUMS] . . . . . . . . . . . . . . . . . . . . . 11
     [UNSCHEDULED PREMIUMS] . . . . . . . . . . . . . . . . . . . . 11
     NET PREMIUM  . . . . . . . . . . . . . . . . . . . . . . . . . 11
     PREMIUM LIMITATION . . . . . . . . . . . . . . . . . . . . . . 12
     FAILURE TO PAY PREMIUM . . . . . . . . . . . . . . . . . . . . 12
VARIABLE ACCOUNT PROVISIONS . . . . . . . . . . . . . . . . . . . . 12
     THE VARIABLE ACCOUNT . . . . . . . . . . . . . . . . . . . . . 12
     VARIABLE ACCOUNT DIVISIONS . . . . . . . . . . . . . . . . . . 12
     CHANGES WITHIN THE VARIABLE ACCOUNT. . . . . . . . . . . . . . 13
GENERAL ACCOUNT PROVISIONS  . . . . . . . . . . . . . . . . . . . . 14
     THE GENERAL ACCOUNT  . . . . . . . . . . . . . . . . . . . . . 14
     GUARANTEED INTEREST DIVISION . . . . . . . . . . . . . . . . . 14
     LOAN DIVISION  . . . . . . . . . . . . . . . . . . . . . . . . 14




Form 2504 (JTVUL)-8/99
Page 2

<PAGE>

TRANSFER PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 14
ACCOUNT VALUE PROVISIONS  . . . . . . . . . . . . . . . . . . . . . 14
     ACCOUNT VALUES ON THE INVESTMENT DATE  . . . . . . . . . . . . 15
     ACCUMULATION UNIT VALUE  . . . . . . . . . . . . . . . . . . . 15
     ACCUMULATION EXPERIENCE FACTOR . . . . . . . . . . . . . . . . 15
     ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT . . . . 16
     ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION. . . . . . . 16
     ACCOUNT VALUE OF THE LOAN DIVISION . . . . . . . . . . . . . . 17
MONTHLY DEDUCTION AND REFUND  . . . . . . . . . . . . . . . . . . . 17
     MONTHLY DEDUCTION. . . . . . . . . . . . . . . . . . . . . . . 17
     COST OF INSURANCE. . . . . . . . . . . . . . . . . . . . . . . 18
     PERSISTENCY REFUND . . . . . . . . . . . . . . . . . . . . . . 18
LOAN PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     POLICY LOANS . . . . . . . . . . . . . . . . . . . . . . . . . 19
     LOAN INTEREST  . . . . . . . . . . . . . . . . . . . . . . . . 19
     LOAN DIVISION  . . . . . . . . . . . . . . . . . . . . . . . . 19
PARTIAL WITHDRAWAL PROVISIONS . . . . . . . . . . . . . . . . . . . 19
SURRENDER PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . 21
     SURRENDER VALUE. . . . . . . . . . . . . . . . . . . . . . . . 21
     SURRENDER CHARGES. . . . . . . . . . . . . . . . . . . . . . . 21
     BASIS OF COMPUTATIONS. . . . . . . . . . . . . . . . . . . . . 21
     FULL SURRENDERS. . . . . . . . . . . . . . . . . . . . . . . . 21
GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS. . . . . . . 22
     GRACE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . 22
     SPECIAL CONTINUATION PERIOD. . . . . . . . . . . . . . . . . . 22
     [GUARANTEE PERIOD] . . . . . . . . . . . . . . . . . . . . . . 23
     TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . 23
     REINSTATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . 23
     DEFERRAL OF PAYMENT. . . . . . . . . . . . . . . . . . . . . . 24




Form 2504 (JTVUL)-8/99
Page 3

<PAGE>

GENERAL POLICY PROVISIONS . . . . . . . . . . . . . . . . . . . . . 25
     THE POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     CONTRACT CHANGES . . . . . . . . . . . . . . . . . . . . . . . 25
     PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     OWNERSHIP. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     BENEFICIARIES. . . . . . . . . . . . . . . . . . . . . . . . . 25
     EXCHANGE RIGHT . . . . . . . . . . . . . . . . . . . . . . . . 26
     POLICY SPLIT . . . . . . . . . . . . . . . . . . . . . . . . . 26
     COLLATERAL ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . 27
     INCONTESTABILITY . . . . . . . . . . . . . . . . . . . . . . . 27
     MISSTATEMENT OF AGE OR SEX . . . . . . . . . . . . . . . . . . 28
     SUICIDE EXCLUSION. . . . . . . . . . . . . . . . . . . . . . . 28
     PERIODIC REPORTS . . . . . . . . . . . . . . . . . . . . . . . 28
     ILLUSTRATION OF BENEFITS AND VALUES. . . . . . . . . . . . . . 28
     NONPARTICIPATING . . . . . . . . . . . . . . . . . . . . . . . 29
     CUSTOMER SERVICE CENTER  . . . . . . . . . . . . . . . . . . . 29
PAYOUTS OTHER THAN AS ONE SUM . . . . . . . . . . . . . . . . . . . 29
     ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
     PAYOUT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . 29
     CHANGE AND WITHDRAWAL. . . . . . . . . . . . . . . . . . . . . 30
     EXCESS INTEREST. . . . . . . . . . . . . . . . . . . . . . . . 30
     MINIMUM AMOUNTS. . . . . . . . . . . . . . . . . . . . . . . . 30
     SUPPLEMENTARY POLICY . . . . . . . . . . . . . . . . . . . . . 30
     INCOME PROTECTION. . . . . . . . . . . . . . . . . . . . . . . 31
     DEATH OF PRIMARY PAYEE . . . . . . . . . . . . . . . . . . . . 31
     PAYMENTS OTHER THAN MONTHLY. . . . . . . . . . . . . . . . . . 31
SETTLEMENT OPTION TABLES. . . . . . . . . . . . . . . . . . . . . . 32


ADDITIONAL BENEFITS OR RIDERS, IF ANY, WILL BE LISTED IN THE SCHEDULE. THE
ADDITIONAL PROVISIONS WILL BE INSERTED IN THE POLICY.




Form 2504 (JTVUL)-8/99
Page 4

<PAGE>

                             SCHEDULE
              (Schedule Effective Date: August 1,1999)
<TABLE>
<CAPTION>
                                  POLICY INFORMATION

<S>                            <C>               <C>                                       <C>
Policy Number                  67000001          Initial Stated Death Benefit              $250,000.00

Policy Date                    August 1, 1999


INSURED (1)                    JOHN DOE
Issue Age and Sex              35, Male


INSURED (2)                    MARY DOE
Issue Age and Sex              35, Female


                                                 Death Benefit Option                      OPTION 1

Joint Equivalent Issue Age     35                Minimum Annual Premium                    $675.36

                                                 [Scheduled] Premium                       $2,000.00, Annually

Definition of Life Insurance Test:     Guideline Premium Test/Cash Value Corridor Test
</TABLE>

[Coverage will expire if premiums are insufficient to continue coverage.
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.]

CUSTOMER SERVICE CENTER:     P.O. BOX 173888, DENVER, COLORADO  80217
                             TOLL FREE NUMBER 1(800) 848-6362









Form 2504 (JTVUL)-8/99
Page 5

<PAGE>

                         SCHEDULE (CONTINUED)


                          SEGMENT BENEFIT PROFILE

                   (SCHEDULE EFFECTIVE DATE:  AUGUST 1, 1999)
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------
Segment      Segment Stated      Segment              Segment                    Segment
             Death Benefit      Effective         Target Premium              Premium Class
                                  Date                                 Insured #1            Insured #2
- ---------------------------------------------------------------------------------------------------------
<S>              <C>             <C>                <C>                <C>                   <C>
(Segment #1)     $250,000.00     August 1, 1999     $971.92            Std NonSmkr           Std NonSmkr
- ---------------------------------------------------------------------------------------------------------
</TABLE>














A segment is a block of death benefit coverage. The stated death benefit shown
on the schedule page at issue is Segment #1. Additional segments may be added to
the policy after issue to increase the death benefit. Each individual segment
added to the policy has its own cost of insurance charges and expense loads as
shown in the schedule. This is further defined in the Definition section of your
policy.



Form 2504 (JTVUL)-8/99
Page 5A

<PAGE>

                         SCHEDULE (CONTINUED)




EXPENSE CHARGES


A.  PREMIUM EXPENSE CHARGE.  This charge will equal the sum of a sales load
    plus a tax charge.  See Net Premium provision for details.

    1.  SALES LOAD:
                 Segment Premium Paid up to    Segment Premium Paid in Excess
                    Segment Target Premium       Of Segment Target Premium

     Segment Years 1-5     5.5%                           2.0%
     Segment Years 6+      2.0%                           2.0%


    2.  FEDERAL DEFERRED ACQUISITION COST TAX CHARGE AND OTHER CHARGES (TAX
        CHARGE): 4.0% of each premium.

[We reserve the right to increase or decrease the tax charges due to any change
in tax laws. We further reserve the right to increase or decrease the tax charge
for federal deferred acquisition cost tax due to any change in the cost to us.]

B.  MONTHLY EXPENSE  CHARGES:  The monthly expense charges will equal the sum of
    the following two charges:

    PER POLICY CHARGE:     $15 per month for the first 120 months (10 policy
                           years).
                           $ 9 per month thereafter.

    MONTHLY ADMINISTRATIVE CHARGE:  $0.[0700] per unit for the first 10 policy
                                    years (120 months).
                                    $0.023 per unit for each policy month
                                    thereafter.

     Unit is the greater of stated death benefit or target death benefit then
     in force for the policy, divided by 1000.


ANNUAL MORTALITY AND EXPENSE RISK CHARGE

      ANNUAL MORTALITY AND EXPENSE RISK CHARGE:     0.75% (0.002055% per day)




Form 2504 (JTVUL)-8/99
Page 5B

<PAGE>

                         SCHEDULE (CONTINUED)




SURRENDER CHARGES

TOTAL SURRENDER CHARGE TABLE


The surrender charges which pertain to the insurance coverage shown in the
Schedule are shown in the following table. This table may change upon any
increase or decrease in the policy's stated death benefit.






                SURRENDERS                SEGMENT #1
                DURING THE             TOTAL SURRENDER
               POLICY YEAR                CHARGE
                  ENDING
                    2000                  $1077.39
                    2001                  $1077.39
                    2002                  $1077.39
                    2003                  $1077.39
                    2004                  $1077.39
                    2005                   $861.91
                    2006                   $646.43
                    2007                   $430.96
                    2008                   $215.48
                    2009                     $0.00


Surrender charges for each Segment are level in the first five policy years.
They decrease each year after the fifth policy year until they reach zero at the
beginning of the tenth policy year. Surrender charges shall not exceed the
applicable amount shown in this table.








Form 2504 (JTVUL)-8/99
Page 5C

<PAGE>


                         SCHEDULE (CONTINUED)






POLICYHOLDER TRANSACTION CHARGES

          [Requests for Sales Illustrations:]We reserve the right to charge a
                                             $25 fee for each policy
                                             illustration over one illustration
                                             per policy year.
            Partial Withdrawal Service Fee:  See below.
         [Other Policy Transaction Charges:  The charges for transfers between
                                             divisions of the Variable Account
                                             or between the Guaranteed Interest
                                             Division and the Variable Account
                                             Divisions; charges for allocation
                                             changes; and charges for other
                                             Variable Account management
                                             functions are governed by the
                                             prospectus in effect at the time
                                             of the transaction.]

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:  See the Loan Provisions section.

PARTIAL WITHDRAWALS

        Minimum Partial Withdrawal Amount:  $100
        Maximum Partial Withdrawal Amount:  Amount which will leave $500 as
                                            the net cash surrender value
           Partial Withdrawal Service Fee:  $25
             Limit On Partial Withdrawals:  One per policy year

GUARANTEED INTEREST DIVISION

              Guaranteed Interest Rate For
             Guaranteed Interest Division:  3.00% per year

PERSISTENCY REFUND FACTOR

                Persistency Refund Factor:  .0005 monthly




Form 2504 (JTVUL)-8/99
Page 5D

<PAGE>

                         SCHEDULE (CONTINUED)



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.


                             DEFINITION OF LIFE INSURANCE
                   GUIDELINE PREMIUM TEST/CASH VALUE CORRIDOR TEST
                                 DEATH BENEFIT FACTORS

<TABLE>
<CAPTION>

    Younger     Factor     Younger     Factor     Younger      Factor    Younger        Factor
   Insured's              Insured's              Insured's              Insured's
  Attained Age           Attained Age           Attained Age           Attained 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            1.00
     51          1.78       66          1.19         81          1.05      96            1.00
     52          1.71       67          1.18         82          1.05      97            1.00
     53          1.64       68          1.17         83          1.05      98            1.00
     54          1.57       69          1.16         84          1.05      99            1.00
     55          1.50       70          1.15         85          1.05      100 and older 1.00

</TABLE>




Form 2504 (JTVUL)-8/99
Page 5E

<PAGE>


                         SCHEDULE (CONTINUED)


                 TABLE OF GUARANTEED RATES-SEGMENT #1
   Guaranteed Maximum Cost of Insurance Rates Per $1000 of Net Amount at Risk
                (These rates apply to the Base Policy.)

<TABLE>
<CAPTION>
Segment   Monthly Cost of   Segment   Monthly Cost of   Segment   Monthly Cost of   Segment   Monthly Cost of
 Year     Insurance Rate     Year     Insurance Rate     Year     Insurance Rate     Year     Insurance Rate
  <S>          <C>            <C>          <C>            <C>           <C>           <C>          <C>
   1            0.00029       27            0.27881       52            10.56782      77
   2            0.00094       28            0.32514       53            11.82596      78
   3            0.00174       29            0.38176       54            13.14547      79
   4            0.00270       30            0.44922       55            14.52703      80
   5            0.00390       31            0.52778       56            15.97964      81
   6            0.00537       32            0.61724       57            17.52244      82
   7            0.00720       33            0.71747       58            19.19650      83
   8            0.00937       34            0.82806       59            21.07894      84
   9            0.01195       35            0.95316       60            23.37773      85
  10            0.01498       36            1.09872       61            26.51949      86
  11            0.01858       37            1.27190       62            31.35742
  12            0.02272       38            1.48191       63            39.59830
  13            0.02754       39            1.73698       64            54.65492
  14            0.03315       40            2.04020       65            83.33333
  15            0.03974       41            2.39109       66
  16            0.04741       42            2.78822       67
  17            0.05649       43            3.22853       68
  18            0.06725       44            3.71109       69
  19            0.08016       45            4.24541       70
  20            0.09527       46            4.84859       71
  21            0.11272       47            5.53770       72
  22            0.13268       48            6.33237       73
  23            0.15492       49            7.24554       74
  24            0.17972       50            8.26516       75
  25            0.20783       51            9.37750       76
  26            0.24032

</TABLE>

The above Table of Guaranteed Rates is based on the 1980 U.S. Commissioner's
Standard Ordinary Sex Distinct Mortality Table.  These rates include
substandard rates, if applicable.


Form 2504 (JTVUL)-8/99
Page 5F

<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 - A unit of measurement used to calculate the account value in
each Division of the Variable Account.

ACCUMULATION UNIT VALUE - The value of an accumulation unit of each Division of
the Variable Account. The accumulation unit value is determined as of each
valuation date.

AGE/JOINT EQUIVALENT ISSUE AGE/YOUNGER INSURED'S BIRTH DATE -
     AGE - The policy is issued at the ages shown in the Schedule. Each issue
     age is the age nearest birthday on the policy date.

     JOINT EQUIVALENT ISSUE AGE - This age is determined on the policy date. The
     attained joint equivalent age is the joint equivalent issue age on the
     policy date increased by the number of completed policy years.

     YOUNGER INSURED'S BIRTH DATE - The younger insured's 100th birth date is
     the date on which the younger of the two insureds reaches attained age 100
     or the date the younger insured would have reached attained age 100 if that
     insured dies before actually reaching that date. Any other birth date of
     the younger insured is determined in the same manner.
     The younger insured's attained age is the issue age of the younger of the
     two insureds as shown in the Schedule, increased by the number of completed
     policy years.

BASE DEATH BENEFIT - The base death benefit is defined in the Base Death Benefit
provision of the policy.

CASH SURRENDER VALUE - The amount of your account value minus the surrender
charge, if any.

CUSTOMER SERVICE CENTER - Our administrative office whose address is P. O. Box
173888, Denver, CO 80217.

DIVISION(S) OF THE VARIABLE ACCOUNT - The investment options available, each of
which invests in shares of one of the portfolios.

FIRST DEATH - The first death is the death of the first to die of the two
insureds.

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.

[INITIAL PERIOD - The initial period ends on the earlier of: a) the date this
policy was delivered to you plus the Right to Examine Period, so long as we
receive notice of the delivery date at our Customer Service Center before the
date defined in (b), or (b) the date this policy is mailed from our Customer
Service Center plus five days plus the Right to Examine Period.]

INVESTMENT DATE -The first time we allocate funds to your policy. We will
allocate the initial net premium to your policy at the end of the valuation
period during which the latest of the following requirements is satisfied: 1) we
receive the amount of premium required for coverage to begin under the policy;
2) we have approved the policy for issue, and 3) all issue requirements have
been met and received in our Customer Service Center.

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.


Form 2504 (JTVUL)-8/99
Page 6

<PAGE>

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. If that
date is not a valuation date, monthly processing will use the next calculated
accumulation unit value.

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 - The net premium equals the premium paid minus the premium expense
charges shown in the Schedule. These charges are deducted from the premium
before the premium is applied to your account value.

[PARTIAL WITHDRAWAL - The withdrawal of a portion of your net cash surrender
value from the policy. The partial withdrawal may reduce the amount of base
death benefit in force, which in turn may cause a surrender charge to be
incurred.]

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 PERIOD - The period of time within which the owner may examine
the policy and return it for a refund.]

[SCHEDULED PREMIUM - The premium amount that you specify on the application as
the amount you intend to pay at fixed intervals over a specified period of time.
Premiums may be paid on a monthly, 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.]

SECOND DEATH - The second death is the death of the second to die of the two
insureds.

SEGMENT - The stated death benefit shown on the Benefit Profile of the Schedule
is the initial segment, or Segment #1. Each increase in the stated death benefit
(other than due to an option change) is a new segment. Each new segment will be
shown separately on the Benefit Profile of the Schedule. The first year for a
segment begins on the effective date of the segment and ends one year later.
Each subsequent year begins at the end of the prior segment year. Each new
segment may be subject to a new minimum annual premium, new sales load, new
surrender charges, new cost of insurance charges and new incontestability and
suicide exclusion periods.

STATED DEATH BENEFIT -The sum of the segments under the policy. The stated death
benefit changes when there is an increase or a decrease or when a transaction on
the policy causes it to change (for example, a partial withdrawal under an
Option 1 base death benefit may cause the stated death benefit to change).

SURRENDER CHARGE - The charge made against your account value in the event of
surrender, policy lapse, requested reductions in the stated death benefit, or
certain partial withdrawals.

TARGET DEATH BENEFIT - The target death benefit for your policy is defined in
the Adjustable Term Insurance Rider, if any, attached to the policy.

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. Except for days that
a division's corresponding portfolio does not value its shares, 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 - 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.


Form 2504 (JTVUL)-8/99
Page 6a


<PAGE>

                         INSURANCE COVERAGE PROVISIONS
EFFECTIVE DATE

The policy date shown in the Schedule is the effective date for all coverage
provided in the original application. 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. The effective date for new
segments and additional benefits is shown in the Schedule.

BASE DEATH BENEFIT
The base death benefit will be, at any time, determined as follows:

Option 1: Under Option 1, the base death benefit is the greater of:

     (a)  The stated death benefit; or
     (b)  The account value multiplied by the appropriate factor from the Death
          Benefit Factors shown in the Schedule.

Option 2: Under Option 2, the base death benefit is the greater of:

     (a)  The stated death benefit plus the account value, or
     (b)  The account value multiplied by the appropriate factor from the
          Death Benefit Factors shown in the Schedule.

The stated death benefit and the death benefit option are 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 base death benefit 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. [If we do not receive your written acceptance or
rejection notice within 60 days of our mailing date, such amendment(s) will
automaticaly become effective and be part of the contract.

CHANGE IN REQUESTED INSURANCE COVERAGE
You may request that the insurance coverage be increased or decreased. Decreases
are not allowed before the first 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 monthly processing date immediately following the




Form 2504 (JTVUL)-8/99
Page 7

<PAGE>

date your written application is approved by us. After any change to the stated
death benefit, you will receive an amended Schedule reflecting the change, the
benefit under any riders, if applicable, the guaranteed cost of insurance rates,
the new target premium and the new surrender charge.


REQUESTED INCREASES IN COVERAGE
[Subject to our limits, you may request an increase in the stated death benefit
through attained joint equivalent age 85. An increase will become effective as
of the monthly processing date immediately following the date your written
application is approved by us. You must provide evidence satisfactory to us that
the insureds are insurable according to our normal rules of underwriting for the
applicable premium class for this type of policy. This evidence will include an
application and may include required medical information. An increase will
consist of a new segment of stated death benefit. Each new segment will result
in a new sales load which will be deducted from the premium allocated to the new
segment. The new segment may also be subject to a new minimum annual premium,
new surrender charges, new per thousand of stated death benefit charges, new
cost of insurance charges and new incontestability and suicide exclusion
periods.]


REQUESTED DECREASES IN COVERAGE
After the first policy anniversary, you may request a decrease in the stated
death benefit. We will limit the decrease such that, immediately after the
requested decrease:

   a) The stated death benefit is at least $250,000 if there is no adjustable
      term insurance on the policy.
   b) If there is adjustable term insurance on the policy, the stated death
      benefit is at least $100,000 and the target death benefit is at least
      $250,000.

[A decrease will be effective as of the monthly processing date immediately
following the date your written application is approved by us. A decrease will
first reduce Adjustable Term Insurance Rider coverage, if attached to your
policy, and will then reduce each of the stated death benefit segments in the
same proportion as the stated death benefit is reduced. A surrender charge will
apply if the stated death benefit is decreased and the decrease occurs during
the 9 years following the policy date or the date of the prior increase. If a
surrender charge applies, it will be deducted from your account value and future
surrender charges will be reduced.]

DEATH BENEFIT OPTION CHANGES
[Beginning with the first monthly processing date and ending with the policy
anniversary nearest the younger insured's 100th birth date, you may request to
change the death benefit option. This change will be effective as of the monthly
processing date next following approval. A death benefit option change applies
to the entire stated death benefit. 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:]





Form 2504 (JTVUL)-8/99
Page 8

<PAGE>


     OPTION CHANGE
   FROM          TO       STATED DEATH BENEFIT FOLLOWING THE OPTION 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.

To determine the segment stated death benefit after an option change, your
account value will be allocated to each segment in the same proportion that
segment bears to the stated death benefit as of the effective date of the
change.


CONTINUATION OF COVERAGE AFTER AGE 100

If the policy is in force on the policy anniversary nearest the younger
insured's 100th birth date, the policy will continue pursuant to the terms of
the policy. On this date, the following will occur:

   (a) The target death benefit on the policy anniversary nearest the younger
       insured's 100th birth date will then become the stated death benefit for
       the policy and any remaining death benefit in force under the Adjustable
       Term Insurance Rider will terminate.
   (b) All other riders attached to the policy also will terminate.
   (c) The portion of your account value invested in the Divisions of the
       Variable Account will be transferred into the Guaranteed Interest
       Division and no further investment in the Divisions of the  Variable
       Account will be allowed.
   (d) If the death benefit option in force on the policy is Option 2, the
       policy will be converted to death benefit Option 1 in accordance with the
       procedures outlined in the Death Benefit Option Changes provision of the
       policy. No further changes will be allowed to the death benefit option.

After the policy anniversary nearest the younger insured's 100th birth date, no
further premiums will be accepted and no monthly deductions will be made.
However, a one-time administrative fee of $400 will be charged against the
policy's account value. We will continue to credit interest to the account value
in the Guaranteed Interest Division. Policy loans and withdrawals continue to be
available. Any existing policy loan will continue. Policy loan interest will
continue to accrue. Payments on policy loans and policy loan interest will be
accepted. The policy will enter the 61-day grace period if the net cash
surrender value is zero or less.

If you do not want coverage to continue past the policy anniversary nearest the
younger insured's 100th birth date, the policy may be surrendered at that time,
or earlier.







Form 2404 (JTVUL)-8/99
Page 9

<PAGE>

PAYOUT OF PROCEEDS
Proceeds refer to the amount we will pay:

     a) Upon surrender of the policy; or
     b) Upon the second death of the two insureds.

The proceeds upon surrender of this policy will be the net cash surrender value.
The amount of proceeds payable upon the second death will be the base death
benefit in effect on the date of the second death, 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 the second death. The calculation of the death
proceeds will be computed as of the date of the second death. The second death
is the death of the second to die of the two insureds.

[We will determine the amount of proceeds payable upon the second death when we
have received due proof of both deaths 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 Gender, 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
registered representative for additional information. Interest will be paid on
the one sum death proceeds from the date of second 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.


                               PREMIUM PROVISIONS

INITIAL PREMIUM ALLOCATION
[If the initial period has not ended on the investment date, net premium amounts
designated for allocation to Divisions of the Variable Account will be allocated
on the investment date to the Money Market Division and any net premium amount
designated for allocation to the Guaranteed Interest Division will be allocated
to that division. Any additional net premium amounts received after the
investment date and before the end of the initial period will be allocated in
the same manner as the initial net premium, at the end of the valuation period
during which we receive the premium at our Customer Service Center. On the
valuation date immediately following the end of the initial period, the balance
of the amount in the Money Market Division will be transferred to other
Divisions of the Variable Account according to your allocation instructions. The
amounts allocated to the Guaranteed Interest Division will remain in that
division.]

[If the initial period has ended on the investment date, initial net premium
amounts will be allocated on the investment date to Divisions of the Variable
Account and/or to the Guaranteed Interest Division in accordance with your
allocation instructions.]





Form 2504 (JTVUL)-8/99
Page 10

<PAGE>

SUBSEQUENT PREMIUM ALLOCATIONS
After the initial premium allocation, all future scheduled and unscheduled
premiums will be allocated to the investment divisions in accordance with your
allocation instructions. This allocation will occur at the end of the valuation
period during which we receive the premium at our Customer Service Center.

CHANGES TO PREMIUM ALLOCATIONS
[You may change your premium allocation in accordance with instructions included
in your annual policy prospectus. If the change causes a premium allocation
charge to be incurred according to the Schedule, we will deduct a charge from
the Divisions of the Variable Account and from the Guaranteed Interest Division
as described in the prospectus in effect at the time of the transaction.]

[SCHEDULED PREMIUMS
The scheduled premium as shown in the Schedule may be paid while this policy is
in force prior to the policy anniversary nearest the younger insured's 100th
birth date. 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
provision you may be required to make premium payments to keep the policy in
force. You may pay premiums on a monthly basis through an automated 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
prior to the policy anniversary nearest the younger insured's 100th birth date,
subject to the Premium Limitation section. 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.]

NET PREMIUM
The net premium equals the premium paid minus the premium expense charge shown
in the Schedule. The premium expense charge is the sales load plus the tax
charge. The tax charge is the applicable tax percentage times the premium.

To determine the sales load, we multiply the applicable percentage sales load
times the premium allocated to the segment. There is a different percentage
sales load for the allocated premium that is below the segment target premium
and that above that segment target premium. The





Form 2504 (JTVUL)-8/99
Page 11

<PAGE>


applicable percentage sales load also depends on the segment year the premium is
received. Each premium received is allocated to the existing segments. (If there
is only one segment the entire premium is allocated to that segment.) Premiums
are allocated in the same proportion that the target premium of each segment
bears to the sum of the target premiums of all segments.

The Schedule shows:  (1) the target premium for each segment; (2) the
percentage sales loads; and (3) the tax percentage.

PREMIUM LIMITATION
We will refund any premium that causes your policy not to qualify as a life
insurance policy under the Internal Revenue Code. No premium may be paid after
the second death. No premium may be paid after the policy anniversary nearest
the younger insured's 100th birth date.

FAILURE TO PAY PREMIUM
If you stop paying premiums prior to the policy anniversary nearest the younger
insured's 100th birth date, your coverage may lapse. See your Grace Period
provision for details.


                          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 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 chargeable
with liabilities arising out of any other business we may conduct or subject to
creditor claims against us.]

VARIABLE ACCOUNT DIVISIONS
[The Variable Account is divided into divisions, each of which invests in a fund
portfolio designed to meet the objectives of the division. The current eligible
divisions are shown in your annual policy prospectus. 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.]





Form 2504 (JTVUL)-8/99
Page 12

<PAGE>



[We reserve the right to limit the number of divisions in which you may invest
over the life of the policy. This limit, if any, will be listed in the updated
policy prospectus provided to you each year.]

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 or combine 2 or more
    divisions.

  * 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.

  * Invest one or more divisions in a mutual fund other than, or in addition
    to, the portfolios.

[ * Discontinue the sale of policies.

  * 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 2504 (JTVUL)-8/99
Page 13

<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 amounts 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 a 12-month period.]


LOAN DIVISION
The Loan Division is the account that is set aside to secure the policy loan, if
any. See the Loan Provisions section for information.


                              TRANSFER PROVISIONS

[After the initial premium allocation and until the policy anniversary nearest
the younger insured's 100th birth date, your account value in each division may
be transferred to any other Division of the Variable Account or to the
Guaranteed Interest Division upon your request. One transfer from the Guaranteed
Interest Division into the variable divisions may be made during the first 30
days of each policy year. Additional limitations, requirements and charges for
transfers will be listed in and governed by your annual policy prospectus in
effect at the time of the transfer. We reserve the right to modify these
limitations, requirements and charges from time to time. On the policy
anniversary nearest the younger insured's 100th birth date, your account value
in each Division of the Variable Account will be transferred into the Guaranteed
Interest Division and no further transfers will be allowed.]


                            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.



Form 2504 (JTVUL)-8/99
Page 14

<PAGE>

The account value is based on the premiums paid, policy and rider charges
assessed, loans and withdrawals taken, monthly deductions, premium expense
charges, transaction charges, any surrender 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.

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;
      minus
   b) The portion of any monthly deductions due on the investment date allocated
      to that division.

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 generally set the accumulation unit value at $10 when each divisions is
opened. The accumulation unit value for a valuation date equals the accumulation
unit value for the preceding valuation date multiplied by the accumulation
experience factor defined below for the valuation period ending on the valuation
date.

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.
   e) The daily equivalent of the annual mortality and expense risk charge
      shown in the Schedule for each day in the current valuation period is then
      subtracted from the result obtained in (d).






Form 2504 (JTVUL)-8/99
Page 15

<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 a result of any loans which are allocated to the Variable Division
      during the current valuation period; minus
   f) The portion of any surrender charge resulting from a decrease in stated
      death benefit allocated to the division; minus
   g) 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 a result of any loans which are allocated to the Guaranteed Interest
      Division during the current valuation period; minus
   f) The portion of any surrender charge resulting from a decrease in stated
      death benefit allocated to the Guaranteed Interest Division; minus
   g) The portion of the monthly deduction allocated to the Guaranteed
      Interest Division, if a monthly processing date occurs during the current
      valuation period.






Form 2504 (JTVUL)-8/99
Page 16

<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; 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 Division according to your premium allocation then in
effect.



                          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 riders
      in force under the policy; plus
   c) The monthly expense charges shown in the Schedule; plus
   d) The charge for the Guaranteed Minimum Death Benefit option, if elected;
      plus
   e) The policyholder transaction charges as described in the Schedule as
      applicable.

The monthly deductions are allocated to the divisions of the Variable Account
and Guaranteed Interest Division as described in the prospectus in effect at the
time of the transaction. This deduction is taken from your account value as of
the monthly processing date. These deductions will display in periodic reports
that we send you at least once per policy year. After the policy anniversary
nearest the younger insured's 100th birth date no further monthly deductions
will be made, except policy transaction charges incurred after this date.








Form 2504 (JTVUL)-8/99
Page 17

<PAGE>


COST OF INSURANCE
[The cost of insurance for the policy is the sum of the cost of insurance for
all segments. A segment's cost of insurance is the cost of insurance rate for
the premium class for the segment multiplied by the net amount at risk allocated
to the segment. It is determined on a monthly basis.]

The net amount at risk is (a) minus (b) where:

  a) Is the base death benefit for all 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 Single
     Life Term Insurance Rider), divided by the result of 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 charges for the base death
     benefit, any Adjustable Term Insurance Rider and any Single Life Term
     Insurance Rider).

The net amount at risk will be allocated to a segment in the same proportion as
that segment's stated death benefit bears to the sum of the stated death
benefits for all segments.

The cost of insurance rate for each segment will be determined by us from time
to time. Different rates will apply to each segment. They will be based on the
gender and age of each of the insureds as of the effective date of segment
coverage, the duration since the coverage began and the segment premium classes.
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 for the segment.
These tables are in the Schedule.


PERSISTENCY REFUND
We will calculate a monthly persistency refund by multiplying the monthly
persistency refund factor times the account value allocated to the Loan Division
and Divisions of the Variable Account. The persistency refund factor is shown in
the Schedule. We may increase this persistency refund by an amount based on the
amount in the Guaranteed Interest Division.

Each month after the policy is in force for 120 months, we will credit the net
account value held in the Divisions of the Variable Account and in the
Guaranteed Interest Division with a persistency refund. The monthly persistency
refund will be allocated 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.








Form 2504 (JTVUL)-8/99
Page 18

<PAGE>

                                LOAN PROVISIONS

POLICY LOANS
[You may obtain a policy loan on or after the first monthly processing date. The
maximum amount you may borrow at any time equals the net cash surrender value on
the date of the loan request less all monthly deductions to the next policy
anniversary. 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, plus accrued interest.]

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 and any accrued interest equals or exceeds the cash
surrender 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 or unpaid loan interest respectively, 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 unless otherwise
specified in your instructions to us. 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 in writing.



                         PARTIAL WITHDRAWAL PROVISIONS
You may apply for a partial withdrawal from 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. If a surrender charge is applicable,
we will deduct it from your account value. We limit the number of partial
withdrawals in a policy year. This number is shown in the Schedule.




Form 2504 (JTVUL)-8/99
Page 19

<PAGE>

The stated death benefit is reduced by the amount of the partial withdrawal
unless one of the following exceptions applies.

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 Internal Revenue Code and the amount withdrawn is not greater than
that which reduces your account value to the level which no longer requires the
base death benefit to be increased for Internal Revenue Code purposes.

For a policy under an Option 1 death benefit, the stated death benefit is not
reduced by a partial withdrawal:

  a) If no more than 15 years have elapsed since the policy date;
  b) If the joint equivalent age is not yet age 81; and
  c) If the partial withdrawal taken is less than the greater of 10% of your
     account value or 5% of the stated death benefit, calculated immediately
     before the partial withdrawal. 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.

If the stated death benefit is reduced by a partial withdrawal during the first
9 years following the policy date or following an increase in the stated death
benefit, a surrender charge will be deducted from your account value.
(See your Surrender Charges provision.)

Any reduction in death benefit or account value will occur as of the date the
partial withdrawal occurs.

We will limit the amount of the partial withdrawal such that, immediately after
the requested withdrawal:

   a) The stated death benefit is at least $250,000 if there is no adjustable
      term insurance on the policy.
   b) If there is adjustable term insurance on the policy, the stated death
      benefit is at least $100,000 and the target death benefit is at least
      $250,000.

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 and any
surrender charge deducted from your account value are deducted from each
Variable Division and the Guaranteed Interest Division as described in the
prospectus in effect at the time of the transaction.

We may send you a new Schedule to reflect the effect of the withdrawal if there
is any change to the stated death benefit and surrender charges. 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 receive your request.




Form 2504 (JTVUL)-8/99
Page 20

<PAGE>

                              SURRENDER PROVISIONS

SURRENDER VALUE
The net cash surrender value on any date will be your account value minus any
applicable surrender charge and minus any policy loan including accrued but
unpaid loan interest.

SURRENDER CHARGES
[A separate surrender charge may apply to each stated death benefit segment for
each policy year. The surrender charge for this policy is the sum of the
surrender charge for each segment of stated death benefit. The surrender charge
is shown in the Schedule.]

Upon a decrease in the stated death benefit, a portion of the surrender charge
will be deducted from your account value, unless the stated death benefit is
decreased because the death benefit option is changed.

The amount we deduct will equal the applicable surrender charge for the policy
year of the decrease times the percentage reduction in the stated death benefit.
The surrender charges after the decrease will equal the surrender charges shown
in the Schedule less the amount deducted from your account value. If the amount
deducted from your account value causes your net cash surrender value to become
zero or less, you may enter the grace period. (See Grace Period provision.)

We will send you a new Schedule to reflect the effect of any transaction that
changes the stated death benefit or the surrender charges.

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
before the second death 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. Once you surrender this policy, it
cannot be reinstated.]





Form 2504 (JTVUL)-8/99
Page 21

<PAGE>

             GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS

GRACE PERIOD
[If the following three conditions occur on a monthly processing date, the
policy will enter into a 61-day grace period:

   a) The net cash surrender value is zero or less; and
   b) The special continuation period described below has expired or the
      required premium for the special continuation period has not been paid;
      and
   c) The guarantee period described below was not elected,  has expired or been
      terminated.]

[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
receipt of the required premium payment. If we receive at least the required
premium payment during the grace period, we will apply the net premium payment
to the policy and make deductions for the past due amounts.]

[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 second death occurs during the grace period, we will deduct
any overdue monthly charges from the death proceeds of the policy.]

SPECIAL CONTINUATION PERIOD

During the first 5 policy years your policy will remain in force regardless of
the net cash surrender value if, on a monthly processing date, the sum of your
premiums paid minus the sum of your partial withdrawals, policy loans and
accrued but unpaid policy loan interest is not less than the sum of the
applicable minimum monthly premiums for each policy month starting with the
first policy month to and including the policy month which begins on the current
monthly processing date. Each minimum monthly premium equals 1/12 of the minimum
annual premium. The minimum annual premium is shown in the Schedule. We use this
premium for each policy month until the effective date of a change in the stated
death benefit. If there is a change, the new Schedule will show the applicable
minimum annual premium that applies to subsequent policy months during the
remainder of the 5-year period.

If the policy is kept in force under this provision, the charges are not
permanently waived. Instead, the charges continue to be deducted. This will
result in a negative net cash surrender balance unless sufficient premium is
received. This negative balance is your unpaid monthly deductions. At the end of
the special continuation period, sufficient premium to bring your net cash
surrender balance to zero will be due.




Form 2504 (JTVUL)-8/99
Page 22

<PAGE>

[GUARANTEE PERIOD
If you elect the Guaranteed Minimum Death Benefit option, the policy will not
terminate during the guarantee period even if the net account value is zero
except as provided below. When your policy is kept in force under this option,
all riders will terminate.]

[Each monthly guarantee period premium equals 1/12 of the guarantee period
annual premium. The guarantee period annual premium is shown in the Schedule. We
use this premium for each policy year until the effective date of a change in
the stated death benefit. If there is a change, a new Schedule will show the
applicable minimum guarantee period annual premium that applies to subsequent
policy months.]

[The guarantee period will expire on the policy anniversary nearest the younger
insured's 100th birth date. The guarantee period will terminate prior to the
guarantee period expiration date if, on any monthly processing date, the actual
premiums paid (minus the amount of any partial withdrawals and any policy loan
including accrued but unpaid interest) are less than the sum of the guarantee
monthly premiums for each policy month starting with the first policy month to,
and including, the policy month that begins on the current monthly processing
date.]

[The guarantee period will also terminate if your account value, on any monthly
processing date, is not diversified. Diversification requires that no more than
35% of your net account value is invested in any one division, and that your net
account value is invested in at least 5 divisions.]

[You will satisfy these diversification requirements if: (i) you are
participating in the automatic rebalancing feature defined in and governed by
the policy prospectus in effect on the policy effective date and your automatic
rebalancing allocations comply with the diversifications specified above; or
(ii) you elect dollar cost averaging and direct the resulting transfers into at
least four other divisions with no more than 35% of any transfer going to any
one division.]

[If, at the end of the guarantee period, the net account value of your policy is
negative, your policy will terminate without value. The charge for this option
is shown in the Schedule. Once the guarantee period has terminated, it cannot be
reinstated.]

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 the second death; or
   c) The date the grace period ends without payment of the required premium.

REINSTATEMENT
The policy and its riders 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.





Form 2504 (JTVUL)-8/99
Page 23

<PAGE>

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 insureds and those insured
     under any riders are still insurable according to our normal rules of
     underwriting for the applicable underwriting class 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.]

[The surrender charge as of the date of reinstatement will equal the surrender
charge as of the beginning of the grace period.]

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, policy loans or payment of proceeds for a
full surrender will be mailed 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 New York Stock Exchange (NYSE) is closed, other than customary weekend
      and holiday closings.
   b) Trading  on  the  NYSE  is  restricted  by  the  Securities  and  Exchange
      Commission (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 2504 (JTVUL)-8/99
Page 24

<PAGE>

                           GENERAL POLICY PROVISIONS
THE POLICY
[The policy, including the original application and applications for any
increases, decreases, 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 or at
delivery. 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.]

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 persons can change any of this
policy's terms and conditions.]

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 an insured, please let us or our agent know as
soon as possible. This includes the first and second death. Upon notification to
us or our agent, instructions will be sent to you or 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 decedent, including, but not limited to, medical
records of physicians and hospitals used by the decedent. Settlement will be
made upon receipt of due proof of death.]

OWNERSHIP
The original owner or entity is the person named as the owner in the
application. You, as the owner, can exercise all rights and receive the benefits
until the second death. 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 2504 (JTVUL)-8/99
Page 25

<PAGE>

BENEFICIARIES
The primary beneficiary surviving the second death will receive any death
proceeds which become payable. Surviving contingent beneficiaries are paid death
proceeds only if no primary beneficiary has survived the second death. If more
than one beneficiary in a class survives the second death, 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. Until the second death, 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 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. 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. This
transfer will not be subject to the excess transfer charge. We will require a
return of this policy before this change will be processed.]

POLICY SPLIT
This benefit is available unless any segment rating on either insured is higher
than 3.0 times the standard premium class. Any rating is shown on the Segment
Benefit Profile page of the Schedule. If this benefit is available, you may
exchange this policy for two individual policies, upon the occurrence of at
least one of the contingent events listed below. The exchange must be to two
single whole life or flexible premium universal life policies of the kind made
available by us for exchange. One policy will be on Insured #1 and the other
policy will be on Insured #2. No evidence of insurability will be required.

On the effective date of the exchange, you must split the available death
benefit provided by this policy between the two single life policies. The
maximum you may allocate to each single life policy is 50% of the available
death benefit. The sum of the face amounts of two single life policies cannot
exceed the available death benefit; however, there is no requirement that the
maximum available amount on each life be used. The available death benefit is
the amount of base death benefit plus any term insurance provided by the
Adjustable Term Insurance Rider on the effective date of the exchange.

The policy split may be exercised upon the occurrence of any of the following
contingent events:

   a) Three months following the effective date of a final divorce decree with
      respect to the marriage of the two insureds.

   b) The effective date of a change to Federal Estate Tax Law which results in
      either:
     1) Removal of the unlimited marital deduction provision; or
     2) A reduction in the current maximum Federal Estate Tax of at least 50%
        after the policy effective date.

   c) The effective date of a dissolution of any business which is being
      conducted or owned by the two insureds covered under this policy at the
      time this policy is issued.

Form 2504 (JTVUL)-8/99
Page 26

<PAGE>

You must send us written notice of your election to split the policy within 180
days following the occurrence of any contingent event. Your notice must provide
satisfactory evidence to us that the contingent event has occurred. The
insurance under the two individual policies will start on the effective date of
the exchange only if both insureds are alive on the effective date of the
exchange. The new policies will not provide any insurance until such time. If
either insured is not alive on that date, the exchange shall be void.

The effective date of the exchange will be the first monthly processing date
after we have approved the exchange.

The premiums under each new policy will be based on each insured's attained age,
gender and premium class at the time of the split. Premiums will be due for each
new policy in accordance with the terms of the new policy as of the effective
date of the exchange. The surrender value of the old policy will be allocated
to the new policies in the same proportion that the face amount was divided
between the two policies unless we agree to a different allocation. Such
allocation will be made to each new policy on the effective date of the
exchange. If such allocation would cause an increase in the face amount of the
new policy, we reserve the right to limit the amount of surrender value that may
be applied to the new policies. Any remaining surrender value will be paid to
you in cash.

Any loan on the policy will be divided and transferred to each new policy in the
same proportion as the cash value is apportioned. Any remaining outstanding loan
balance must be paid in cash prior to the effective date of the exchange. Any
assignee must agree to the exchange. Any assignment of the policy will apply to
each new policy.

If there is a Single Life Term Insurance Rider on the original policy on the
date of the exchange, you may have a term insurance rider insuring that life on
the new policy if such a rider is available on the new policy. The amount of the
insurance cannot be more than the amount under the Single Life Term Insurance
Rider on that life under the original policy. Any other riders on the new
policies are subject to availability and satisfactory evidence of insurability.

This policy provision ends on the earliest of:

   a) The policy anniversary nearest the younger insured's 100th birth date;
      or
   b) The death of the first of the two insureds; or
   c) The expiration of the grace period of the policy; or
   d) The termination or surrender of the policy.

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 while both insureds are alive for 2 years
from the policy date, we will not contest the statements in the application
attached at issue.]



Form 2504 (JTVUL)-8/99
Page 27

<PAGE>

[After this policy has been in force while both insureds are alive for 2 years
from the effective date of any new segment or from the effective date of an
increase in any other benefit, we will not contest the statements in the
application for the new segment or other increase.]

[After this policy has been in force while both insureds are alive 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 GENDER [If either insured's age or gender 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 second death of the two insureds,
would have purchased for the insured's correct age and gender. If the death
benefit adjustment is made prior to the second death, the adjusted benefit will
be to an equitable amount determined by us. This adjustment will reflect the
death benefit for the correct age or gender.]

SUICIDE EXCLUSION
[If either 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. Coverage under the policy and all riders will then terminate.]

[If either insured commits suicide, while sane or insane, within 2 years of the
effective date of a new segment or of an increase in any other benefit, we will
make a limited payment to the beneficiary for the new segment or other increase.
This payment will equal the cost of insurance and any applicable monthly expense
charges deducted for such increase. Coverage under that segment will then
terminate.]

PERIODIC REPORTS
We will send you, without charge, at least once each year a report that 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
reserve the right to charge a reasonable fee for each additional illustration.
The maximum amount of this fee is shown in the Schedule.








Form 2504 (JTVUL)-8/99
Page 28

<PAGE>

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
Before the second death, you may elect to have the beneficiary receive the
proceeds other than in one sum. If you have not made an election, the
beneficiary may do so within 60 days after we receive due proof satisfactory to
us of the second 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 described in the following Payout Options
section.

[PAYOUT OPTIONS]
   OPTION I. PAYOUTS FOR A DESIGNATED PERIOD. Payouts will be made in annual,
   semi-annual, quarterly or monthly 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 A DESIGNATED PERIOD. Payouts will be
   made in annual, semi-annual, quarterly or monthly 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 available only for ages shown in the table.

   Payouts for Payout Option II will be determined by using the 1983 Individual
   Annuity Mortality Table for the appropriate Gender at 3 1/2% interest.

  [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 2504 (JTVUL)-8/99
Page 29

<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
   annual, semi-annual, quarterly or monthly 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 second death. 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 supplementary
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 a payout 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 second 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 2504 (JTVUL)-8/99
Page 30

<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 that 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 that may be provided by mutual agreement will be provided upon
reasonable request.
























Form 2504 (JTVUL)-8/99
Page 31

<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 2504 (JTVUL)-8/99
Page 32

<PAGE>

                           SETTLEMENT OPTION TABLE II
                                     FEMALE

                          (Per $1,000 of Net Proceeds)

<TABLE>
<CAPTION>



Age of Payee Nearest               Monthly                        Age of Payee Nearest                  Monthly
Birth Date When First             Installment                     Birth Date 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
     Female              Certain   Certain   Certain   Certain          Female              Certain   Certain   Certain   Certain

       <S>                 <C>       <C>       <C>       <C>              <C>                 <C>       <C>       <C>      <C>
       15                  3.19      3.19      3.19      3.19             41                  3.76      3.76      3.75     3.73
       16                  3.20      3.20      3.20      3.20             42                  3.80      3.80      3.78     3.77
       17                  3.22      3.22      3.21      3.21             43                  3.84      3.84      3.82     3.81
       18                  3.23      3.23      3.23      3.23             44                  3.88      3.88      3.86     3.84
       19                  3.24      3.24      3.24      3.24             45                  3.93      3.92      3.91     3.88
       20                  3.26      3.26      3.26      3.25             46                  3.98      3.97      3.95     3.92
       21                  3.27      3.27      3.27      3.27             47                  4.03      4.02      4.00     3.97
       22                  3.29      3.29      3.29      3.28             48                  4.08      4.07      4.05     4.01
       23                  3.31      3.30      3.30      3.30             49                  4.13      4.12      4.10     4.06
       24                  3.32      3.32      3.32      3.32             50                  4.19      4.18      4.15     4.11
       25                  3.34      3.34      3.34      3.33             51                  4.25      4.24      4.21     4.16
       26                  3.36      3.36      3.35      3.35             52                  4.32      4.30      4.26     4.21
       27                  3.38      3.38      3.37      3.37             53                  4.38      4.36      4.33     4.27
       28                  3.40      3.40      3.39      3.39             54                  4.46      4.43      4.39     4.32
       29                  3.42      3.42      3.41      3.41             55                  4.53      4.51      4.46     4.38
       30                  3.44      3.44      3.43      3.43             56                  4.61      4.58      4.53     4.44
       31                  3.46      3.46      3.46      3.45             57                  4.70      4.66      4.60     4.51
       32                  3.49      3.48      3.48      3.48             58                  4.79      4.75      4.68     4.57
       33                  3.51      3.51      3.51      3.50             59                  4.88      4.84      4.76     4.64
       34                  3.54      3.54      3.53      3.52             60                  4.99      4.93      4.84     4.70
       35                  3.57      3.56      3.56      3.55             61                  5.09      5.03      4.93     4.77
       36                  3.60      3.59      3.59      3.58             62                  5.21      5.14      5.02     4.84
       37                  3.63      3.62      3.62      3.61             63                  5.33      5.25      5.12     4.91
       38                  3.66      3.65      3.65      3.64             64                  5.46      5.37      5.21     4.98
       39                  3.69      3.69      3.68      3.67             65                  5.60      5.50      5.31     5.05
       40                  3.73      3.72      3.71      3.70             66                  5.75      5.63      5.42     5.12

</TABLE>

Form 2504 (JTVUL)-8/99
Page 33

<PAGE>

SETTLEMENT OPTION TABLE II/FEMALE
(Continued)

<TABLE>
<CAPTION>

(Per $1,000 of Net Proceeds)

Age of Payee Nearest               Monthly                        Age of Payee Nearest                  Monthly
Birth Date When First             Installment                     Birth Date 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
     Female              Certain   Certain   Certain   Certain          Female              Certain   Certain   Certain  Certain

       <S>                 <C>       <C>       <C>       <C>             <C>                 <C>        <C>       <C>      <C>
       67                  5.91      5.77      5.53      5.19             92                 14.45      9.61      7.09     5.75
       68                  6.08      5.91      5.63      5.25             93                 14.81      9.66      7.10     5.75
       69                  6.26      6.07      5.74      5.32             94                 15.16      9.70      7.10     5.75
       70                  6.46      6.23      5.86      5.37             95                 15.49      9.73      7.10     5.75
       71                  6.67      6.40      5.97      5.43             96                 15.80      9.76      7.10
       72                  6.89      6.58      6.08      5.48             97                 16.11      9.79      7.10
       73                  7.13      6.76      6.18      5.52             98                 16.40      9.80      7.10
       74                  7.39      6.95      6.29      5.57             99                 16.68      9.82      7.10
       75                  7.67      7.14      6.39      5.60            100                 16.95      9.82      7.10
       76                  7.96      7.34      6.48      5.63            101                 17.20      9.83
       77                  8.28      7.54      6.57      5.66            102                 17.43      9.83
       78                  8.61      7.74      6.65      5.68            103                 17.62      9.83
       79                  8.97      7.94      6.72      5.70            104                 17.78      9.83
       80                  9.34      8.13      6.79      5.71            105                 17.91      9.83
       81                  9.73      8.32      6.84      5.72            106                 18.00
       82                 10.14      8.50      6.89      5.73            107                 18.06
       83                 10.57      8.67      6.94      5.74            108                 18.09
       84                 11.01      8.83      6.97      5.74            109                 18.11
       85                 11.46      8.97      7.00      5.75            110                 18.11
       86                 11.91      9.10      7.02      5.75
       87                 12.36      9.22      7.04      5.75
       88                 12.81      9.32      7.06      5.75
       89                 13.25      9.41      7.07      5.75
       90                 13.67      9.48      7.08      5.75
       91                 14.07      9.55      7.09      5.75


</TABLE>

Form 2504 (JTVUL)-8/99
Page 34

<PAGE>

                           SETTLEMENT OPTION TABLE II
                                      MALE

                          (Per $1,000 of Net Proceeds)

<TABLE>
<CAPTION>


Age of Payee Nearest                Monthly                      Age of Payee Nearest                   Monthly
Birth Date When First              Installment                   Birth Date 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               Certain    Certain   Certain   Certain          Male                Certain   Certain   Certain  Certain

       <S>                 <C>       <C>       <C>       <C>              <C>                 <C>       <C>       <C>      <C>
       15                  3.28      3.28      3.27      3.27             41                  4.01      4.00      3.97     3.94
       16                  3.29      3.29      3.29      3.28             42                  4.06      4.04      4.01     3.98
       17                  3.31      3.31      3.30      3.30             43                  4.11      4.09      4.06     4.02
       18                  3.32      3.32      3.32      3.32             44                  4.16      4.14      4.11     4.06
       19                  3.34      3.34      3.34      3.33             45                  4.22      4.20      4.16     4.11
       20                  3.36      3.36      3.35      3.35             46                  4.28      4.25      4.21     4.16
       21                  3.38      3.38      3.37      3.37             47                  4.34      4.31      4.27     4.21
       22                  3.40      3.40      3.39      3.39             48                  4.41      4.38      4.33     4.26
       23                  3.42      3.42      3.41      3.41             49                  4.48      4.44      4.39     4.31
       24                  3.44      3.44      3.43      3.43             50                  4.55      4.51      4.45     4.36
       25                  3.46      3.46      3.45      3.45             51                  4.62      4.58      4.52     4.42
       26                  3.49      3.48      3.48      3.47             52                  4.70      4.66      4.58     4.48
       27                  3.51      3.51      3.50      3.49             53                  4.79      4.74      4.65     4.54
       28                  3.54      3.53      3.53      3.52             54                  4.88      4.82      4.73     4.60
       29                  3.56      3.56      3.55      3.54             55                  4.97      4.91      4.80     4.66
       30                  3.59      3.59      3.58      3.57             56                  5.07      5.00      4.88     4.72
       31                  3.62      3.62      3.61      3.60             57                  5.17      5.10      4.97     4.78
       32                  3.65      3.65      3.64      3.62             58                  5.29      5.20      5.05     4.85
       33                  3.68      3.68      3.67      3.65             59                  5.41      5.31      5.14     4.91
       34                  3.72      3.71      3.70      3.68             60                  5.53      5.42      5.23     4.97
       35                  3.75      3.75      3.73      3.72             61                  5.67      5.54      5.33     5.04
       36                  3.79      3.78      3.77      3.75             62                  5.81      5.67      5.42     5.10
       37                  3.83      3.82      3.81      3.78             63                  5.97      5.80      5.52     5.16
       38                  3.87      3.86      3.85      3.82             64                  6.13      5.94      5.62     5.22
       39                  3.92      3.90      3.89      3.86             65                  6.31      6.08      5.72     5.28
       40                  3.96      3.95      3.93      3.90

</TABLE>

Form 2504 (JTVUL)-8/99
Page 35

<PAGE>


                        SETTLEMENT OPTION TABLE II/MALE
                                  (Continued)

                          (Per $1,000 of Net Proceeds)

<TABLE>
<CAPTION>

Age of Payee Nearest                     Monthly                  Age of Payee Nearest                 Monthly
Birth Date When First                   Installment               Birth Date 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                Certain   Certain   Certain   Certain           Male                Certain   Certain   Certain   Certain

       <S>                 <C>       <C>       <C>       <C>             <C>                 <C>        <C>       <C>      <C>
       66                  6.49      6.23      5.82      5.33             91                 14.64      9.64      7.09     5.75
       67                  6.69      6.38      5.92      5.38             92                 15.00      9.68      7.10     5.75
       68                  6.90      6.54      6.02      5.43             93                 15.34      9.72      7.10     5.75
       69                  7.12      6.71      6.12      5.48             94                 15.68      9.75      7.10     5.75
       70                  7.35      6.87      6.21      5.52             95                 16.00      9.78      7.10     5.75
       71                  7.60      7.05      6.30      5.55             96                 16.30      9.80      7.10
       72                  7.86      7.22      6.39      5.59             97                 16.59      9.81      7.10
       73                  8.13      7.40      6.47      5.62             98                 16.86      9.82      7.10
       74                  8.42      7.57      6.55      5.64             99                 17.11      9.83      7.10
       75                  8.72      7.75      6.62      5.66            100                 17.33      9.83      7.10
       76                  9.04      7.92      6.69      5.68            101                 17.53      9.83
       77                  9.37      8.09      6.75      5.70            102                 17.69      9.83
       78                  9.72      8.26      6.81      5.71            103                 17.82      9.83
       79                 10.08      8.42      6.86      5.72            104                 17.92      9.83
       80                 10.44      8.57      6.90      5.73            105                 18.00      9.83
       81                 10.82      8.71      6.94      5.74            106                 18.05
       82                 11.21      8.85      6.97      5.74            107                 18.08
       83                 11.59      8.97      7.00      5.75            108                 18.10
       84                 11.99      9.09      7.02      5.75            109                 18.11
       85                 12.38      9.20      7.04      5.75            110                 18.11
       86                 12.76      9.29      7.05      5.75
       87                 13.15      9.38      7.07      5.75
       88                 13.53      9.46      7.08      5.75
       89                 13.91      9.53      7.08      5.75
       90                 14.28      9.59      7.09      5.75

</TABLE>

Form 2504 (JTVUL)-8/99
Page 36

<PAGE>

                       THIS IS A NON-PARTICIPATING POLICY
         [THIS POLICY IS A LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE
                                INSURANCE POLICY]
                     THIS POLICY INCLUDES PERSISTENCY BONUS.



[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 SECOND DEATH OF
THE TWO INSUREDS. THERE IS NO MATURITY DATE. FLEXIBLE PREMIUMS ARE PAYABLE BY
YOU DURING THE LIFETIME OF EITHER INSURED UNTIL THE POLICY ANNIVERSARY NEAREST
THE YOUNGER INSURED'S 100TH BIRTH DATE.]







        TO OBTAIN INFORMATION OR MAKE A COMPLAINT, CONTACT SECURITY LIFE
                        OF DENVER INSURANCE COMPANY AT:

                            Customer Service Center
                                P. O. Box 173888
                             Denver, Colorado 80217

                        Toll Free Number: 1(800)848-6362









                   SECURITY LIFE OF DENVER INSURANCE COMPANY
                                A Stock Company







Form 2504 (JTVUL)-8/99

                                                               EXHIBIT 1.A(5)(e)
                            AVIATION EXCLUSION RIDER

This Rider is a part of the Policy to which it is attached if the Rider is shown
in the Schedule.

EXCLUSION. The Policy is subject to the condition that no benefit will be paid
if the Insured's death results directly or indirectly from any of the causes
stated below.

The exclusion also applies to any rider attached to the Policy. No benefit is
payable if death results from flight on or parachute or descent from any kind of
air or space craft if the Insured:

     a.   is a pilot, officer, or member of the crew; or

     b.   is giving or receiving any kind of instruction or training; or

     c.   has any duties aboard such craft.

REFUND. If the Insured's death results from one of the excluded causes, our
liability will be limited to a refund of the greater of:

     a.   the premium paid on the Policy, reduced by any policy loan, any
           partial surrenders, and any benefits already paid; or

     b.   the surrender value on the date of death.

In no event will we refund more than the amount which would have been payable if
there had been no exclusion.

GENERAL. This rider will be included in any new policy to which the Policy is
changed. This Exclusion will continue to apply after the expiration of the
contestable period in the Policy.

The effective date of this Rider (Rider Date) is the same as the Date of Issue
of the Policy unless a different effective date is shown on this Rider.

Signed for the Company at Denver, Colorado.



SECURITY LIFE OF DENVER INSURANCE COMPANY


/s/ Gary W. Waggoner

SECRETARY

                                                             EXHIBIT 1.A (10)

                                                                        FLEXIBLE
                                                                         PREMIUM
                                                                        VARIABLE
                                                                            LIFE
                                                                       INSURANCE
                                                                     APPLICATION
                                                                    ------------
                                                                    ------------
                                                                    ------------
                                                                    ------------
                                                                    ------------
                                                                    ------------
                                                                    ------------
                                                                    ------------
                                                                    ------------
                                                                    ------------
                                                                    ------------
                                                                    ------------

                                            [Logo of Security Life appears here]
Q2006-9/97


<PAGE>



              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE APPLICATION
                                  INSTRUCTIONS
FOR ALL APPLICATIONS
o    Use the application approved for the state in which the applicant owner
     will sign the application.
o    Use dark ink to complete the application.
o    Print LEGIBLY to avoid issue errors.
o    Attach a complete illustration and all schedules associated with this
     application to expedite policy issue process and ensure that the policy is
     issued accordingly.
o    Incomplete applications may require an amendment to be signed upon
     delivery, or may be returned, which will delay the issue process.
o    The issue state and appropriate application form will be determined by the
     state in which the application was signed by the owner-applicant.
- --------------------------------------------------------------------------------
SIGNATURES REQUIRED, PAGE 10:
o    The signature of all proposed insureds (parent or guardian of the proposed
     insured if below age 15).
o    The signature(s) of the owner. If a corporation is the owner, one officer,
     other than the proposed insured, should sign and indicate name of
     corporation and title of signing officer.
o    The signature of all agent/registered representative(s) included in the
     sale. (Page 10 and Registered Representative's Report.)

                APPLICATION -- PART I
- --------------------------------------------------------------------------------
SECTION A:

A-3: Exercise Right of Exchange Rider -- complete this box to identify policy to
     be exchanged and return the policy along with the application and medical
     information on the new proposed insured.
A-4: If the application is employer sponsored, and the policy will be
     CORPORATE owned, this question should be answered "No."
- --------------------------------------------------------------------------------
SECTION B:  PROPOSED INSURED INFORMATION

B-1: The legal name of the insured will appear on the policy as indicated in
     this space.
B-4  Insurance age is calculated as age nearest birthday.
- --------------------------------------------------------------------------------
SECTION C AND SECTION D:  OWNER AND BENEFICIARY DESIGNATIONS

o    If you are designating more than one owner and/or beneficiary, use
     Special Instructions, Section O, and indicate the second owner's name
     and/or percentage of the beneficiary split. For example:
          John Doe, Husband, 70%
          Mary Doe, Mother, 30%
     NOTE: The amount must be stated in percentages. A dollar amount may not be
     specified.
o    If you are designating a trust as the owner and/or beneficiary, include
     the name of the Trustee, the name of the Trust and the date of the
     Trust.  For example:
          John Doe, Trustee, of the Revocable Life Insurance Trust of
          James Doe, dated November 1, 1991.
o    When you are designating more than one owner, include the social security
     number or tax identification number for each respective owner in Special
     Instructions, Section O.
o    If you have children as owners or beneficiaries, please refer to the
     brochure entitled "Your Minor Child."
- --------------------------------------------------------------------------------
SECTION F:  SPECIAL DATING REQUESTED

o    This section provides an option for indicating a specific age and date on
     which the policy applied for will be issued. This date is the POLICY
     DATE only, and may differ from the INVESTMENT DATE.
- --------------------------------------------------------------------------------
SECTION J:  PREMIUM INFORMATION

J-1: Consult your Service Guide for List Bill and EFT guidelines.
J-2: Electronic Funds Transfer (EFT) is a premium payment method which the
     payor may elect. If selected, the scheduled premium will automatically be
     drafted from the payor's checking account.
J-3: If any Authorized Withdrawal/EFT is collected with this application, the
     required premium amount as outlined in the prospectus must be collected in
     order to put the policy inforce.
- --------------------------------------------------------------------------------
SECTION K:  SUITABILITY

o    Must be completed or application will be returned.
o    The prospectus date should reflect the date printed on the cover of the
     prospectus provided at the time of solicitation.
- --------------------------------------------------------------------------------
SECTION L:  1035 EXCHANGE INFORMATION

L-4: For purposes of 1035 Exchanges, this information is required to carry over
     the correct cost basis and loan amount.
- --------------------------------------------------------------------------------
SECTION O:  SPECIAL INSTRUCTIONS

o    Used for any additional information (for example, billing and mailing
     instructions) and continuing your answers for owner and beneficiary
     designations.
o    If you are requesting child rider(s) and need to request beneficiary(ies)
     other than shown in Section D, please indicate here. Include name(s)of
     beneficiary(ies) and relationship.
o    May be used to continue answers to question L-12, if necessary.
o    Payor, accepting rating on formal application only.

                             APPLICATION -- PART II
- --------------------------------------------------------------------------------
MEDICAL INFORMATION
     This part of the application must be completed for each person proposed for
     coverage unless the person is medically examined.

                                   ATTACHMENTS
- --------------------------------------------------------------------------------
VARIABLE LIFE SERVICE REQUEST FORM
     This form communicates to us the owner's instructions regarding the
     financial administration of the policy, with respect to Dollar Cost
     Averaging, Automatic Rebalancing and Telephone Privileges/Pin Number. This
     form must be returned to us if the policyowner desires any of these
     features. Instructions for this form can be found on the page preceding the
     form.
- --------------------------------------------------------------------------------
TEAR OFF AND DELIVER TO APPLICANT
     State and Federal law require the Fair Credit Summary of Rights and Notice
     of Information Procedures be given to the owner/ applicant at the time of
     application. Detach the last two pages of the application and leave with
     the owner/applicant BEFORE submitting the application to us.
- --------------------------------------------------------------------------------

<PAGE>


[Logo of Security Life appears here]   Security Life of Denver Insurance Company
                                       Variable Life Customer Service Center
                                       P.O. Box 173888
                                       Denver, CO 80217-3885
                                       1-800-848-6362

  APPLICATION FOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO SECURITY LIFE OF
                            DENVER INSURANCE COMPANY
- --------------------------------------------------------------------------------
                                     PART I
- --------------------------------------------------------------------------------
Please Print All Information Using Dark Ink
- --------------------------------------------------------------------------------
SECTION A -- GENERAL INFORMATION (Complete for all cases)
A-1 [ ] Check here if insurance is for PENSION or similar tax qualified ERISA
        plan.
A-2 If above statement checked, list plan type________________________________
                          (Example: Profit-Sharing; Defined Contribution; etc.)
<TABLE>
<CAPTION>
A-3  [ ] Exercise Right of Exchange Rider                                   A-4 Employer Sponsored Plans check one:
     <S>                                            <C>                     <C>                <C>       <C>
     Name of Insured under Policy to be Exchanged   Policy Number           Employee Owned?    [ ]  Yes  [ ]  No
     ____________________________________________   _______________
</TABLE>
- --------------------------------------------------------------------------------
SECTION B -- PROPOSED INSURED (Complete for all cases. To apply for additional
                              insureds complete Section G)
B-1  Name (Print full name, include suffix)
     (First, Middle, Last, Suffix)
     ___________________________________________________________________________
B-2  Sex            B-3 Birthdate         B-4 Insurance Age   B-5  Birthplace
     [ ] Male       Month Day    Year    (Age Nearest Birthday)    (State)
     [ ] Female     [ | ] [ | ] [ | | | ]       [ | ]              __________
B-6  Social Security Number        B-7 Telephone Number      B-8 Height ________
     [ | | ]-[ | ]-[ | | | ]       [ | | ]-[ | | ]-[ | | | ] B-9 Weight ________
B-10 Address
     (Street, Apt. No.)
     ___________________________________________________________________________
     (City)                                   (State)   (Zip Code)
     ________________________________________  _____    [ | | | | ]-[ | | | ]
B-11 Occupation                       B-12  Describe duties
     _______________________________        ____________________________________
B-13 Employer Name                                                 Month   Year
     _____________________________________   B-14 Employment date: [ | ]   [ | ]
- --------------------------------------------------------------------------------
SECTION C -- OWNER (Complete only if other than Proposed Insured)
C-1  Owner Name (Print full name, include suffix - if name to appear differently
     on policy, indicate in Section O)
     (First, Middle, Last, Suffix)
     ---------------------------------------------------------------------------
C-2  Relationship to Proposed Insured C-3 Social Security Number or Tax I.D. No.
                                          (Include any hyphens)
     --------------------------------     [ | | | | | | | | | | ]
C-4  Owner Address
     (Street, Apt. No.)
     ___________________________________________________________________________
     (City)                                   (State)   (Zip Code)
     ________________________________________  _____    [ | | | | ]-[ | | | ]
- --------------------------------------------------------------------------------
SECTION D -- BENEFICIARIES (Complete for all cases)
<TABLE>
<CAPTION>
D-1
     <S>                                               <C>                                     <C>
     Primary Beneficiary(ies) (Print Full Names)       Relationship to Proposed Insured        Birth date
     _______________________________________________  ____________________________________    _____________
     Contingent Beneficiary(ies) (Print Full Names)    Relationship to Proposed Insured        Birth date
     _______________________________________________  ____________________________________    _____________
</TABLE>

Q2006-9/97                               1

<PAGE>

- --------------------------------------------------------------------------------
SECTION E -- PLAN INFORMATION (Complete for all cases)
E-1  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
     a.  Product Name  ___________________________________________
     b.  Stated Death Benefit  $  ________________
     c.  Adjustable Term Rider   [ ]  Yes   [ ] No
         If Yes:  Initial Target Death Benefit  $  _______________
                  (Attach Schedule from Illustration for subsequent Target Death
                     Benefit changes.)
     d.  Scheduled Periodic Premium  $  ________________
         (If premium varies from year to year attach schedule)
     e.  [ ]  Option 1 (Stated Death Benefit. If no option selected, Option 1
                          will apply.)
         [ ]  Option 2  (Stated Death Benefit plus Account Value.)
     f.  [ ]  Guideline Premium Cash Value Corridor Test
         [ ]  Cash Value Accumulation Test
     g.  First Year Pour-In (if any)  $  _______________
     h.  Additional Riders
         [ ] Accidental Death  $  ________________
         [ ] Additional Insured $ _______________(Complete section G)
         [ ] Right to Exchange
         [ ] Waiver of Cost of Insurance
         [ ] Waiver of Specified Premium $ ______________
         [ ] Child's Insurance Rider (# of Units) ______ (Complete section H)
         [ ] Guaranteed Insurability Rider _________________
         [ ] Other _____________________________________________________________
- --------------------------------------------------------------------------------
SECTION F -- SPECIAL DATING REQUESTED
(If neither box checked below, policy will be issued at age nearest birthday as
of issue date.)
<TABLE>
<CAPTION>
                                                                                Mo    Day   Year
<S>  <C>                    <C>                         <C>                     <C>   <C>   <C>
F-1  [ ] Date to Save Age   Specify Requested Age ____  F-2 [ ] Specific Date   [ | ] [ | ] [ | | | ]
</TABLE>
- --------------------------------------------------------------------------------
SECTION G -- ADDITIONAL INSURED RIDER
G-1  Name of Proposed Additional Insured (If more than one additional insured,
     specify details in special instructions, Section O)
     (First, Middle, Last, Suffix)
     ___________________________________________________________________________
G-2  Relationship to proposed insured  _________________________________________
<TABLE>
<CAPTION>
                Month Day   Year
<S>  <C>                               <C> <C>
G-3  Birthdate [ | ] [ | ] [ | | | ]   G-4 Social Security Number [ | | ]-[ | ]-[ | | | ]
</TABLE>
G-5 Height _____ G-6 Weight _____ G-7 Insurance Age (Age nearest birthday)[ | ]
G-8  Show beneficiary for additional insured if different from beneficiary named
     in Section D.
     Name: __________________  Relationship: ______________  Birth date: _______
- --------------------------------------------------------------------------------
SECTION H -- CHILD RIDER
                                        Birthdate Mo/Day/Yr     Height   Weight
H-1 Child ____________________________|_____/______/________|_________|________
H-2 Child ____________________________|_____/______/________|_________|________
H-3 Child ____________________________|_____/______/________|_________|________
H-4 Child ____________________________|_____/______/________|_________|________

                                        2
<PAGE>
- --------------------------------------------------------------------------------
SECTION I -- GUARANTEED MINIMUM DEATH BENEFIT OPTION
<TABLE>
<CAPTION>
I-1  GUARANTEE PERIOD (SELECT ONE, IF OPTION DESIRED; OTHERWISE THERE WILL BE NO GUARANTEED PERIOD)
     <S>                                                    <C>
     [ ] Later of ten years or proposed insured's age 65    [ ] Lifetime of proposed insured
</TABLE>
     Note: The Guarantee Period will terminate if:
     1.  You fail to pay the required Guarantee Period Annual premium defined in
         your prospectus; or
     2.  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 five divisions.

         You will satisfy these diversification requirements if: (i) you
         participate in the Automatic Rebalancing feature defined in and
         governed by the policy prospectus in effect at the time you elect
         the Guarantee Period and your Automatic Rebalancing allocations
         comply with the diversifications specified above; or (ii) you elect
         Dollar Cost Averaging and direct the resulting transfers into at
         least four other Divisions with no more than 35% of any transfer
         being to any one division.

         There may be other circumstances that will cause the Guarantee Period
         to terminate before its scheduled expiration date. See your prospectus
         for further information.
- -------------------------------------------------------------------------------
SECTION J -- PREMIUM INFORMATION
J-1  PREMIUM MODE (If no option selected - Premium mode will be quarterly)
     [ ] Annual
     [ ] Quarterly
     [ ] Semi-Annual
     [ ] Monthly (only available for List Bill and Authorized Withdrawal/EFT)

J-2  PAYMENT METHOD (If no option selected - Payment Method will be Direct Bill
     for Annual, Semi-Annual or Quarterly Premium Mode or EFT for Monthly Mode)
     [ ] Direct Bill (not available for monthly)
     [ ] Single Premium
     [ ] List Bill     Existing List Bill Number _________________________
     [ ] Authorized Withdrawal (Complete Authorized Withdrawal/EFT Form)

J-3  PREMIUM COLLECTED WITH APPLICATION
      The agent is not authorized to collect any premium before delivering a
      policy unless the Binding Limited Life Insurance Coverage form has been
      completed and signed by the agent, applicant and proposed insured and a
      copy given to the applicant. THERE IS NO COVERAGE BEFORE DELIVERY OF THE
      POLICY EXCEPT AS PROVIDED BY THAT FORM.

      Yes    No

      [ ]    [ ] a.  Has agent collected any premium  (including any Authorized
                     Withdrawal/EFT Form) with this application? If yes, total
                     premium (including any pour-in) collected $ _____________
      [ ]    [ ] b.  If answer to (a) is "Yes," has agent complied with the
                     Binding Limited Life Insurance Coverage requirements?
      [ ]    [ ] c.  Has the applicant signed and received a Binding Limited
                     Life Insurance Coverage form in connection with this
                     application? Attach signed copy of Binding Limited Life
                     Insurance Coverage form.

NOTE: If any Authorized Withdrawal/EFT is collected with this application, the
required premium amount as outlined in the prospectus must be collected in order
to put the policy inforce.


                                        3

<PAGE>


- --------------------------------------------------------------------------------
SECTION J -- PREMIUM INFORMATION (continued)

J-4  INITIAL PREMIUM ALLOCATION. Please allocate your Initial Premium to the
     Guaranteed Interest Division and/or among the Variable Account Divisions.
     Please use whole number percentages for each Division elected. You must
     allocate at least 1% of your Premium Allocation to each Division in which
     you elect to invest. The total must equal 100%.


_______% GUARANTEED INTEREST DIVISION
<TABLE>
<CAPTION>

                           VARIABLE ACCOUNT DIVISIONS
<S>                                     <C>                                <C>

AIM                                     Invesco                            Van Eck
____% V.I. Government Securities        ____% Industrial Income            ____% Worldwide Hard Assets
____% V.I. Capital Appreciation         ____% High Yield                   ____% Worldwide Emerging Markets
                                        ____% Utilities                    ____% Worldwide Bond
Alger American                          ____% Total Return                 ____% Worldwide Real Estate
____% Small Capitalization              ____% VIF Small Company Growth
____% MidCap Growth
____% Growth                            Neuberger & Berman
____% Leveraged AllCap                  ____% Limited Maturity Bond
                                        ____% Growth Portfolio
Fidelity Investments                    ____% Partners Portfolio
____% Asset Manager
____% Growth Portfolio
____% Money Market
____% Index 500
</TABLE>
- --------------------------------------------------------------------------------
SECTION K -- SUITABILITY
     a.  Have you, the Proposed Insured, and the Owner, if other than the
         Proposed Insured, received a current Prospectus dated _________________
         for the Variable Life Insurance policy applied for and current
         prospectus for each of the Variable Account Divisions? [ ] Yes  [ ] No
     b.  Do you understand that under the policy applied for the amount or
         duration of the death benefit may vary under specified conditions;
         policy values may increase or decrease in accordance with the
         investment experience of investment divisions in a Separate Account,
         and may increase in accordance with the interest credited in the
         Guaranteed Interest Division; and the amount payable at the Final
         Policy Date is not guaranteed but is dependent on the amount then in
         the Account Value? [ ] Yes [ ] No
     c.  Do you understand that any personalized illustrations received are
         based on hypothetical interest assumptions which may not be indicative
         of actual future investment experience of our Separate Account or of
         actual interest credited in our Guaranteed Interest Division? [ ] Yes
         [ ] No
     d.  With this in mind, is the policy in accord with your insurance
         objectives and your anticipated financial needs? [ ] Yes [ ] No








                                       4

<PAGE>


- --------------------------------------------------------------------------------
SECTION L -- PERSONAL INFORMATION
L-1  List life insurance policies on all persons proposed for coverage (1) now
     in force or (2) applied for within the last 12 months, or (3) pending now.
     If NONE, Check this box [ ]
<TABLE>
<CAPTION>

        Name of                                 Year                   A.D.     Business or     Indicate if Inforce,
   Proposed Insured       Company              Issued       Amount    Amount     Personal         Applied for, or Pending
  <S>                     <C>                  <C>          <C>       <C>       <C>             <C>
  --------------------|---------------------|-----------|-----------|---------|-------------|-----------------------------|
  --------------------|---------------------|-----------|-----------|---------|-------------|-----------------------------|
  --------------------|---------------------|-----------|-----------|---------|-------------|-----------------------------|
</TABLE>

<TABLE>
<CAPTION>
                                                                                               Yes    No
<S>  <C>                                                                                       <C>    <C>
L-2  Has any proposed insured ever been declined for insurance (or reinstatement)
     or been offered insurance with restricted benefits or at other than
     standard rates? (If "Yes" give details in section L-12)                                   [ ]    [ ]
L-3  Is this insurance to replace, or will it cause any change in, any insurance or
     annuity on any person proposed for coverage? (If "Yes" submit a completed replacement form
     with this application.)                                                                   [ ]    [ ]
L-4  a.  Is this insurance intended to be a tax free exchange - 1035 Exchange?
         (If "Yes" indicate Company in section L-12)                                           [ ]    [ ]
     b.  If "Yes" will any policy loan be carried over?                                        [ ]    [ ]
L-5  Has any person proposed for coverage:
     a.  ever smoked cigarettes? (If "Yes," give name and details in section L-12)             [ ]    [ ]
     b.  ever used tobacco in any form other than cigarettes? (If "Yes" give name and
         details in section L-12)                                                              [ ]    [ ]
     c.  ever stopped smoking cigarettes? (If "Yes" give name and date last smoked in
         section L-12)                                                                         [ ]    [ ]
     d.  ever stopped using tobacco in any form other than cigarettes. (If "Yes" give
         name, type and date last used in section L-12)                                        [ ]    [ ]
L-6  Within the last 3 years or within the next 12 months, has any person proposed
     for coverage:
     a.  flown (or planned to fly) other than as a passenger on a regularly scheduled
         airline?
         (If "Yes" complete Aviation Supplement.)                                              [ ]    [ ]
     b.  had a drivers license denied, revoked, or suspended; had three or more moving
         violations; been convicted of an alcohol or drug related driving offense; been
         involved in two or more auto accidents?
        (If "Yes" give details in section L-12)                                                [ ]    [ ]
     c.  participated in (or intend to participate in) vehicle racing (on land or water),
         ballooning, bobsledding, hang gliding, ultralight aviation, horse racing,
         mountaineering, rodeo, scuba/skin diving, skydiving/parachuting, or bungee cord
         jumping? (If "Yes" complete Avocation Supplement)                                     [ ]    [ ]
L-7  List Driver's License No. here [ | | | | | | | | | | | ] State _____
L-8  Does any person proposed for coverage contemplate traveling or residing outside the U.S.A.
     or Canada within the next 12 months? (If "Yes" give details in section L-12)              [ ]    [ ]
L-9  Has any person proposed for coverage been convicted of a felony within the last
     5 years? (If "Yes" give  details in section L-12)                                         [ ]    [ ]
L-10 Has any person proposed for coverage:
     a.  ever had, or now have, any type of heart disease, cancer, leukemia, or
         malignant tumor? (If "Yes" give details in section L-12)                              [ ]    [ ]
     b.  ever been diagnosed by a licensed member of the medical profession as having
         Acquired Immune Deficiency Syndrome (AIDS) or any immune deficiency or disorder?
         (DO NOT ANSWER THIS QUESTION IF YOU RESIDE IN NEVADA.) (If "Yes" give details in
         section L-12)                                                                         [ ]    [ ]
L-11 Does any person proposed for coverage now participate in any regular physical
     exercise program?                                                                         [ ]    [ ]
</TABLE>
L-12 Details of "YES" Answers to Questions L-2 through L-11










                                        5

<PAGE>


- --------------------------------------------------------------------------------
SECTION M -- MEDICAL EXAM CERTIFICATE (Complete when submitting medical
examination of another insurance company.)
M-1  The attached examination is on the life of: _______________________________
M-2  Name of insurance company for which examination was made and date of
     examination:
     Company                                           Date of Examination
     ________________________________________________  _________________________
M-3  To the best of the proposed insured's knowledge and belief, are the
     statements in the examination true as of today? [ ] Yes [ ] No
     (If "No," explain in "Remarks")
M-4  Has the proposed insured consulted a doctor or other practitioner or
     received medical or surgical advice since the date of the examination?
                                                                  [ ] Yes [ ] No
                                                (If "Yes," explain in "Remarks")
     Remarks to No. M-3 and M-4







- --------------------------------------------------------------------------------
SECTION N -- FINANCIAL INFORMATION Must be completed where the face amount
exceeds (1) $200,000 for business insurance, (2) $300,000 for an insured 65 and
under, or (3)$100,000 for an insured over 65.

N-1  What is the purpose of the insurance applied for? _________________________
     If the insurance applied for is personal, what is the proposed insured's:
     Annual Earned Income           $ __________ Total Assets      $ ___________
     Annual Interest & Other Income $ __________ Total Liabilities $ ___________
                                                 Total Net Worth   $ ___________

N-2  If Business Insurance:                  Last Year          2 Years Ago
     a.  Annual net profit
         (before taxes, past two years)    $ _______________  $ ________________
     b.  Business reason for insurance (check at least one box and furnish
          details)
         [ ]Key Person  [ ]Stock Redemption/Buy and Sell  [ ]Other _____________
     c.  If Key Person insurance:
         (1)  Are all partners or key people to be covered?   [ ] Yes   [ ] No
              (If "No," explain)





         (2)  Does proposed insured have an ownership interest in the business?
                                                                 [ ] Yes [ ] No
              If "Yes," what is proposed insured's percent of ownership? ______%
         (3)  What is proposed insured's annual income? $ _______________

                                        6

<PAGE>


- --------------------------------------------------------------------------------
SECTION N -- FINANCIAL INFORMATION (Continued)  Must be completed where the
face amount exceeds (1) $200,000 for business insurance, (2) $300,000 for an
insured 65 and under, or (3)$100,000 for an insured over 65.
     d.  If to fund stock redemption, is there a written agreement?
                                                                  [ ] Yes [ ] No
        (1)  What is the book value of the business? $ ____________________
        (2)  What is the market value of the business? $ _____________________
        (3)  How was the value determined? ____________________________________
N-3  Is this insurance to guarantee a loan?   [ ] Yes   [ ] No
     a.  If "Yes," is the lender requiring this insurance?   [ ] Yes   [ ] No
     b.  Is the loan finalized?   [ ] Yes   [ ] No
     c.  What is the term of the loan? (Months) _____________
     d.  Name of lender:  ______________________________________________________
     e.  Amount of loan:  ______________________________________________________
     f.  Purpose of loan: ______________________________________________________
     g.  Are others being insured for the same purpose?   [ ] Yes   [ ] No
         If Yes, who and for what amount?
         ________________________________________  Amount $ ____________________
         ________________________________________  Amount $_____________________
N-4  Additional remarks about purpose of the insurance and how the amount of
     insurance was determined.

     Remarks to Section N







- --------------------------------------------------------------------------------
SECTION O -- SPECIAL INSTRUCTIONS



















7

<PAGE>


- --------------------------------------------------------------------------------
                                     PART II
- --------------------------------------------------------------------------------
Please Print All Information Using Dark Ink

Part II MUST be completed for EACH person proposed for coverage unless the
person is medically examined.
- --------------------------------------------------------------------------------
SECTION A -- PERSONAL PHYSICIANS
A-1  For each person proposed for coverage, give the name and address of the
     personal physicians and the date and reason the physician was last seen.
     IF NONE, CHECK HERE [ ]

<TABLE>
<CAPTION>
Proposed Insured's Name  Name and Address of Physician           Date and Reason Last Seen
<S>                      <C>                                     <C>
                         |---------------------------------------|-------------------------------
                         |---------------------------------------|-------------------------------
- -------------------------|---------------------------------------|-------------------------------
                         |---------------------------------------|-------------------------------
                         |---------------------------------------|-------------------------------
- -------------------------|---------------------------------------|-------------------------------
                         |---------------------------------------|-------------------------------
                         |---------------------------------------|-------------------------------
- -------------------------|---------------------------------------|-------------------------------
</TABLE>
- --------------------------------------------------------------------------------
SECTION B -- MEDICAL INFORMATION (Complete for each person proposed for
coverage.) (For all of Section B, circle each specific condition and give
details of all "Yes" answers in the Details Section following question B-11.
Give name of disease, symptoms, etc.; the date of onset; the duration; number of
attacks; and name and addresses of medical professional or hospital providing
services.)
B-1  Has any person proposed for coverage ever been treated for, or been told by
     a member of the medical profession that the person has:
<TABLE>
<CAPTION>
                                                                                                              Yes   No
     <S>                                                                                                      <C>   <C>
     a.  pain, pressure, or discomfort in the chest or arms; high blood pressure; heart murmur; irregular
         heartbeat; or any other disease or disorder of the heart?                                            [ ]   [ ]
     b.  anemia; leukemia; or any other disorder of the blood, veins or arteries?                             [ ]   [ ]
     c.  asthma; bronchitis; pneumonia; tuberculosis; emphysema; shortness of breath; chronic cough,
         or any other disorder of the lungs or respiratory system?                                            [ ]   [ ]
     d.  mental or emotional disorder, nervous breakdown; epilepsy; convulsions; chronic fatigue;
         fainting spells; paralysis; stroke; or any other disorder of the brain or nervous system?            [ ]   [ ]
     e.  significant weight loss; ulcer; colitis; diverticulitis; hepatitis; cirrhosis; persistent diarrhea;
         or other disease of the liver, gall bladder, pancreas, stomach or intestines?                        [ ]   [ ]
     f.  diabetes; thyroid; recurrent enlarged glands; or other glandular disease or disorder?                [ ]   [ ]
     g.  arthritis; gout; or any bone, joint, muscle, or skin disorder?                                       [ ]   [ ]
     h.  polyp, tumor, or cancer?                                                                             [ ]   [ ]
     i.  disorder of the urinary tract or kidneys; urethritis; cystitis; sugar, albumin, or blood in the
         urine?                                                                                               [ ]   [ ]
     j.  prostate or testicular disease; venereal disease; herpes; or disease of the uterus, ovaries or
         breasts?                                                                                             [ ]   [ ]
     k.  any disorder of the eyes; ears; nose; or throat?                                                     [ ]   [ ]
     l.  any other health impairment or medically or surgically treated condition within the last 5 years
         not mentioned above?                                                                                 [ ]   [ ]
</TABLE>

                                        8

<PAGE>


<TABLE>
<CAPTION>
                                                                                                              Yes   No
<S>  <C>                                                                                                      <C>   <C>
B-2  Has any person proposed for coverage ever been treated for or been told by a licensed member
     of the medical profession that the person has Acquired Immune Deficiency Syndrome (AIDS) or
     any disorder or deficiency of the Immune System? (DO NOT ANSWER THIS QUESTION IF YOU RESIDE
     IN NEVADA.)                                                                                              [ ]   [ ]
B-3  Within the past 10 years, has any person proposed for coverage:
     a.  tested positive in a test to detect antibodies to the AIDSvirus (Human   T-Cell Lymphotrophic
         virus type III; HTLV-III, Human Immunodeficiency Virus [HIV])? (DO NOT ANSWER
         THIS QUESTION IF YOU RESIDE IN CONNECTICUT OR MAINE.)                                                [ ]   [ ]
     b.  had a blood transfusion?                                                                             [ ]   [ ]
B-4  Within the past 5 years, has any person proposed for coverage been a patient in or had treatment
     at a hospital, clinic, sanitarium or other medical facility?                                             [ ]   [ ]
B-5  Is any person proposed for coverage now under regular medical observation by, or taking
     treatment from, a member of the medical profession?                                                      [ ]   [ ]
B-6  Other than as stated in the answers above, has any person proposed for coverage, within the
     last 5 years:
     a.  had a checkup or consultation with a member of the medical profession?                               [ ]   [ ]
     b.  had an electrocardiogram, x-ray, blood test or other test?                                           [ ]   [ ]
     c.  been advised by a member of the medical profession to have any diagnostic test,
         hospitalization, or surgery which was not completed?                                                 [ ]   [ ]
B-7  Does any person proposed for coverage have a deformity or an amputation?                                 [ ]   [ ]
B-8  Does any person proposed for coverage now take any medicine prescribed by a member
     of the medical profession?                                                                               [ ]   [ ]
B-9  Except as legally prescribed by a physician, has any person proposed for coverage ever
     used narcotics, cocaine, marijuana, or any hallucinatory or mind altering substances in the
     past 10 years?                                                                                           [ ]   [ ]
B-10 In the last 5 years, has any person proposed for coverage received treatment for or joined an
     organization because of the alcoholism or drug addiction of that person?                                 [ ]   [ ]
B-11 Has any parent, brother, or sister of any person proposed for coverage ever
     had cancer; diabetes; high blood pressure; heart or kidney disease; nervous
     or mental disorder; tuberculosis; or hereditary disorder?                                                [ ]   [ ]
</TABLE>
<TABLE>
<CAPTION>
Details of "Yes" answers to questions B-1 through B-11

Ques.      Name of
  No.   Proposed Insured      Complete Details (including, if any, name of physician noted in Section A-1)
<S>     <C>                   <C>
- ------|--------------------|-----------------------------------------------------------------------------------------------
- ------|--------------------|-----------------------------------------------------------------------------------------------
- ------|--------------------|-----------------------------------------------------------------------------------------------
- ------|--------------------|-----------------------------------------------------------------------------------------------
- ------|--------------------|-----------------------------------------------------------------------------------------------
- ------|--------------------|-----------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
SECTION C -- FAMILY HISTORY


                                       Living                  Deceased
Family Member           Age       State of Health         Age at Death/Cause
- -------------           ---       ---------------         ------------------
Father
Mother
Brothers

Sisters


                                       9

<PAGE>



                                   AGREEMENTS


All statements and answers in this application (which includes Part I, Part II,
and supplements and amendments) are true and complete to the best of my
knowledge and belief. I also agree that:
1.   The statements and answers in this application will be relied upon and form
     the basis of any insurance.
2.   No information will be considered as having been given to Security Life
     unless it is written in this application. (THIS PARAGRAPH DOES NOT APPLY IN
     THE STATES OF MAINE, MISSOURI, OREGON, SOUTH CAROLINA, AND SOUTH DAKOTA.)
3.   No agent or any other unauthorized person can make or change any insurance
     contract or give up any of Security Life's rights or requirements. Any
     change must be in writing and signed by an officer of Security Life.
4.   Security Life may amend this application by an appropriate notation in the
     space designated "Home Office Corrections" in order to correct errors or
     omissions or to conform the application with any policy that may be issued.
     The acceptance of the policy constitutes a ratification of such amendments.
     In those states, including Maryland, where change in amount,
     classification, plan, premium, or benefit requires the written consent of
     the applicant, no change may be ratified except by a written acceptance. We
     reserve the right to make any changes required by law.
5.   INSURANCE UNDER POLICY APPLIED FOR - EXCEPT AS MAY BE PROVIDED IN ANY
     BINDING LIMITED LIFE INSURANCE COVERAGE, NO POLICY OF INSURANCE WILL BE IN
     FORCE UNTIL (1) THE FIRST POLICY PREMIUM IS PAID AND (2) THE POLICY IS
     DELIVERED WHILE THE FACTS AND HEALTH CONDITION OF THE PROPOSED INSURED(S)
     ARE AS REPRESENTED IN THIS APPLICATION. WHEN THESE CONDITIONS ARE
     SATISFIED, THE POLICY AS DELIVERED WILL THEN TAKE EFFECT.
6.   Binding Limited Life Insurance Coverage - Any pre-delivery insurance
     coverage is provided in the Binding Limited Life Insurance Coverage form.
     That coverage is available only if: a premium is accepted by the agent; the
     agent has authority to accept premium as set out in that form; and the form
     is completed and signed by the agent, applicant, and proposed insured.
7.   If the contract applied for is for a pension, profit-sharing, HR10, or
     other tax qualified plan, any policy issued shall not be transferable other
     than to the Insurer, except as directed by the Plan Administrator. Other
     applicable provisions may be added to the contract.
8.   I certify, under penalty of perjury, that my social security/tax
     identification number(s) is shown and is correct and that I am not subject
     to back up withholding.

         AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION

Security Life of Denver Insurance Company ("Security Life") may obtain
information about me or my minor children from: any physicians; medical
practitioner; hospital, clinic or other medical facility; employer; other
insurance companies or institutions; consumer reporting agency; or Medical
Information Bureau, Inc. (MIB, Inc.). The purpose is to evaluate my application
for insurance or benefits. Security Life may obtain an investigative consumer
report and any records or other information available as to diagnosis, treatment
and prognosis of any physical or mental condition.

Security Life may obtain any drug, physical and mental health, and
alcohol-related information which may be protected by federal or state laws and
regulations. As it pertains to alcohol and drug information covered by federal
regulation, this authorization may be revoked at any time by written notice to
Security Life. But any action taken before my written revocation is received by
Security Life will not be affected.

Security Life may make a brief report about me or my children to MIB, Inc.
Security Life may disclose information to: its reinsurers; those who perform
services for Security Life on my application for insurance or benefits: or those
companies to which I have applied or may apply for life or health insurance or
benefits. Disclosure may be made when required or permitted by law.

This is valid for two and one-half years from the date below. An original or
copy may be used by Security Life or its authorized representatives to obtain
information. I have read and received a copy of this authorization. I also have
a copy of the Notice of Information Procedures. It includes the MIB, Inc.
and Fair Credit Reporting Notices.

NOTICE: Any person who knowingly and with intent to injure, defraud, or deceive
any insurance company, files an application, statement or claim containing any
false, incomplete, or misleading information may be guilty of insurance fraud.

Signature of
Proposed Insured ________________________________________ Date ________________
(If below age 15, signature of parent or guardian)
Signature of Owner (If other than proposed insured)
OR (IF APPLICABLE) Corporate Owner Signature ___________________________________
                (If a firm or corporation is to be owner, the signature and
               title of an officer other than the proposed insured is required.)
Signed by Owner at (State) _______________

Signature of Spouse _________________________________

Signature of Additional Insured(s)
(If proposed for coverage)         _____________________________________________
<TABLE>
<CAPTION>
Except for any medical exam form, I certify that I have asked and recorded completely and accurately the answers to all questions
on this application. I know of nothing else affecting the risk.
<S>                                <C>                                     <C>
Signature of Agent/Registered Rep. ______________________________________  Reg.Rep. Number ________________________
Signature of Agent/Registered Rep. ______________________________________  Reg.Rep. Number ________________________
Signature of Agent/Registered Rep. ______________________________________  Reg.Rep. Number ________________________
</TABLE>
_______________________________________   ______________________________________
Name of Broker/Dealer/Branch/OSJ          Address of Broker/Dealer/Branch/OSJ


   HOME OFFICE
   CORRECTIONS
(FOR HOME OFFICE
    USE ONLY)
                                               (Not applicable in West Virginia)
                                       10

<PAGE>

                       REGISTERED REPRESENTATIVE'S REPORT
              (Must be completed and signed for every application)

<TABLE>
<CAPTION>
                                                  Yes   No                                                         Yes    No
<S>  <C>                                          <C>   <C>      <C>                                               <C>    <C>
1)   Do you have knowledge or reason to                          5)   What is the amount of insurance in force
     believe that replacement of existing                             on the spouse of the proposed insured?
     insurance or annuity may be involved?        [ ]   [ ]           $_______________________
     If Yes, explain:_________________________                   6)   If any proposed insured is a minor, what
2)   How long have you known the proposed                             is the amount of insurance on:
     insured? ______ Years
     Are you related?                             [ ]   [ ]           Father    $___________   Mother  $__________
     If so, how? ____________________________                         Brothers  $___________   Sisters $__________
3)   Does the proposed insured speak English?     [ ]   [ ]
                                                                 7)   Will the applicant accept this policy if it
     Was the application interpreted for and                          is a "Modified Endowment" at issue?          [ ]   [ ]
     understood by the proposed insured?          [ ]   [ ]      8)   If a medical exam is required, has it been
                                                                      ordered?                                     [ ]   [ ]
     Are all persons proposed for coverage                       9)   What is the source of the first premium payment:
     U.S. citizens?                               [ ]   [ ]           [ ] Applicant check
     If not, how long in U.S.? _____Mos. _____Yrs.                    [ ] Other (specify):________________________
4)   Did proposed insured approach you for
     this insurance?                              [ ]   [ ]
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S>                                             <C>                                       <C>                      <C>

10)  Writing Registered Representative (Print)  ______________________________________    Production Credit Split
                                                                                           Variable
     Writing Registered Representative (Sign)                                             Agent Number             Percent
                                                                                          _______________          _______
     Date _________________________   Registered Representative Number:  [ | | | | | ]    _______________          _______
                                                                                          _______________          _______
</TABLE>
- --------------------------------------------------------------------------------
11) What was the PRIMARY purpose of the insurance?

     PERSONAL PLANNING                       Business Planning
     A  [ ] Estate/Death Tax                 J  [ ] Executive Bonus
     B  [ ] Family Protection                K  [ ] Qualified Plan
     C  [ ] Mortgage Protection              L  [ ] Deferred Compensation
     D  [ ] College Funding                  M  [ ] Buy-Sell
     E  [ ] Gift/Charitable                  N  [ ] Key Executive
     F  [ ] Retirement Maximizer             O  [ ] Employee Benefit
     G  [ ] IRP/PPP/PRO                      P  [ ] Other ______________________
     H  [ ] Savings
     I  [ ] Other _________________________
- --------------------------------------------------------------------------------
12)  Who was the PRIMARY decision-maker involved?
<TABLE>
<CAPTION>
     PERSONAL PLANNING                                           BUSINESS PLANNING
     <S>                           <C>                           <C>                           <C>
       A  [ ] Insured              D  [ ] Grandparent            G  [ ]  Businessowner         J  [ ]  Board of Directors
       B  [ ] Insured and Spouse   E  [ ]  Child(ren)            H  [ ]  Attorney              K  [ ]  Trustee
       C  [ ] Parent               F  [ ]  Other ______________  I  [ ]  Accountant            L  [ ]  Other __________________
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
13)  Did the Home Office or Regional Staff assist you?  [ ]Yes  [ ]No   (If yes, check all that apply.)
     <S>                           <C>                           <C>                                <C>
     A  [ ] Illustration           D  [ ] Template design        G  [ ] Family Asset Review         J  [ ] Other __________________
     B  [ ] Case design            E  [ ] Estate Analysis        H  [ ] Competition Services
     C  [ ] Sample Documents       F  [ ] Business Analysis      I  [ ] Legal Consultation
</TABLE>

                                       11

<PAGE>


INSTRUCTIONS FOR COMPLETING VARIABLE LIFE SERVICE REQUESTS FORM


SECTION 1 -- SECTIONS TO BE COMPLETED
- -------------------------------------------------------------
>  Complete each of the sections indicated for each option.
>  Obtain signatures and date in Section 9.

SECTION 2 -- POLICY INFORMATION:
- -------------------------------------------------------------
>  New Policies. If the service request is in connection with a new policy
   application please enter the name of the proposed insured, the proposed
   policyowner, the policy face amount and the date the application was signed
   in Section 2A.
>  Existing Policies. If the service request is for an existing policy, please
   enter the policy number in Section 2B.

SECTION 3 -- PREMIUM PAYMENT ALLOCATION CHANGE REQUEST
- -------------------------------------------------------------
   o Enter your future premium allocation.
   o Premium allocations must be made only in whole percentages.
   o The sum of all premium allocations must equal 100%.

SECTION 4 -- TELEPHONE PRIVILEGE AUTHORIZATION OR REVOCATION:
- -------------------------------------------------------------
>  You may give each policyowner and your Registered Representative the
   authority to transfer policy values among the divisions or to request a
   partial withdrawal by telephone. If you elect telephone privileges, you must
   also have a PIN number. If you wish to use a specific PIN number, please
   indicate that number on the request form in Section 6.
   o Mark the boxes indicating the individuals for whom telephone
     authority is granted.
   o To revoke telephone privileges for a specific individual, mark the box next
     to the persons for whom privileges are to be revoked.
   o If you are revoking telephone privileges for your registered
     representative, the PIN number will be changed.

SECTION 5 -- AUTOMATIC REBALANCING OPTION:
- -------------------------------------------------------------
>  GENERAL
   o The total of all automatic rebalancing allocations must equal 100%.
   o Automatic rebalancing may be done at the same time as dollar cost
     averaging. If you do these simultaneously, exclude the division from which
     the dollar cost averaging transfers will be taken.
   o Automatic rebalancing percentages may be different from the premium
     allocation percentages.
>  TO INITIATE AUTOMATIC REBALANCING OPTION:
   o Enter the percentage for each Division you wish to include in
     automatic rebalancing. The total of all percentages must equal 100%.
     [IMPORTANT REMINDER: If you also have elected the Guaranteed Minimum
     Death Benefit, you must invest your funds in at least 5 Divisions with no
     more than 35% in any one Division.]
   o Indicate the frequency and date with which you wish automatic rebalancing
     to occur.
>  TO CHANGE YOUR AUTOMATIC REBALANCING PERCENTAGES OR FREQUENCY:
   o Enter the percentage for each division you wish to include in
     automatic rebalancing. The total of all percentages must equal 100%.
   o Indicate the frequency and date with which you wish automatic
     rebalancing to occur.

SECTION 6 -- PIN NUMBER CHANGE:
- -------------------------------------------------------------
   o You must have a PIN number if you elect the telephone privilege option.
   o If you wish to use a specific PIN number, please indicate that number in
     this section.

SECTION 7 -- DOLLAR COST AVERAGING OPTION:
- -------------------------------------------------------------
>  TO INITIATE OR CHANGE DOLLAR COST AVERAGING:
   o Changes to Dollar Cost Averaging allocations are allowed once each policy
     year.
   o Enter the total percentage/dollar amount you wish to have transferred from
     either the Money Market or the Bond Division into the Divisions of the
     Variable Account.
   o Enter the percentage/dollar amount you wish to have transferred into
     each selected Division of the Variable Account.
     [IMPORTANT NOTE: When transferring funds from one Division to
     another, you may:
       -- transfer dollar amounts to dollar amounts
       -- transfer dollar amounts to percentages
       -- transfer percentages to percentages
     You may not transfer percentages to dollar amounts.]
   o Percentages must add up to 100%.
   o Dollar amounts must add up to the total dollar amount to be
     transferred.
   o Indicate the frequency and date with which you wish dollar cost averaging
     to occur.
   o You may specify a date for Dollar Cost Averaging to terminate. You may also
     specify a dollar amount so that when the Accumulation value reaches this
     dollar amount, Dollar Cost Averaging will terminate.

 SECTION 8 -- DIVISION TRANSFER REQUEST:
- -------------------------------------------------------------
>  Fund Transfers Among Divisions
   o Enter the dollar/percentage you wish to transfer in the "Transfer
     From" column. Enter the dollar/percentage you wish to transfer into a
     Division in the "Transfer To" column.
     [IMPORTANT NOTE: When transferring funds from one Division to
     another, you may:
       -- transfer dollar amounts to dollar amounts
       -- transfer dollar amounts to percentages
       -- transfer percentages to percentages
     You may not transfer percentages to dollar amounts.]
   o A minimum of $100 must be transferred. 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 $100.
   o The total dollar amount shown in the "Transfer To" column must equal the
     total dollar amount shown in the "Transfer From" column.
   o The total percentages shown in the "Transfer To" column must equal 100%.
   o Transfers to or from the Guaranteed Interest Division have specific time
     and amount limitations. Please refer to your policy or prospectus for
     additional information.

<PAGE>


<TABLE>
<S>                                               <C>
VARIABLE LIFE                                     SECURITY LIFE OF DENVER INSURANCE COMPANY    [Logo of Security Life appears here]
SERVICE REQUESTS FORM                                Variable Life Customer Service Center
FOR NEW AND EXISTING VARIABLE LIFE POLICIES         P. O. Box 173888, Denver, CO 80217-3885
                                                                 1-800-848-6362
</TABLE>
- --------------------------------------------------------------------------------
SECTION 1: SECTIONS TO BE COMPLETED
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                   <C>
For Automatic Rebalancing Option-- Complete Sections 2, 5 & 9         For Division Transfer Requests-- Complete Sections 2, 8 & 9
For Dollar Cost Averaging Option-- Complete Sections 2, 7 & 9         For Telephone Transfer Authorization/Revocation -
                                                                                                          Complete Sections 2, 4 & 9
For Premium Allocation Change Requests-- Complete Sections 2, 3 & 9   For PIN Number Changes-- Complete Sections 2, 6 & 9
</TABLE>
- --------------------------------------------------------------------------------
SECTION 2: POLICY INFORMATION
- --------------------------------------------------------------------------------
A. [ ] FOR NEW POLICIES:
       Proposed Policyowner Name:___________________________
       Proposed Insured's Name:___________________________
       Policy Face Amount:___________________________
       Policy Application Date:___________________________
B. [ ] FOR EXISTING POLICIES:
       Policyowner Name:___________________________
       Policy No.:___________________________

- --------------------------------------------------------------------------------
SECTION 3: PREMIUM ALLOCATION CHANGE REQUEST
- --------------------------------------------------------------------------------

NEUBERGER & BERMAN                 ALGER AMERICAN
_____%  Limited Maturity Bond      _____%  Small Capitalization
_____%  Growth Portfolio           _____%  MidCap Growth
_____%  Partners Portfolio         _____%  Growth
VAN ECK                            _____%  Leveraged AllCap
_____%  Worldwide Hard Assets      FIDELITY INVESTMENTS
_____%  Worldwide Real Estate      _____%  Growth Portfolio
_____%  Worldwide Bond Fund        _____%  Overseas
_____%  Worldwide Emerging         _____%  Money Market
        Markets                    _____%  Index 500
INVESCO                            _____%  Asset Manager
_____%  Industrial Income          AIM
_____%  High Yield                 _____%  V.I. Government
_____%  Utilities                          Securities
_____%  Total Return               _____%  V.I. Capital
_____%  Small Company Growth               Appreciation
      _____%  GUARANTEED INTEREST DIVISION

- --------------------------------------------------------------------------------
SECTION 4: TELEPHONE PRIVILEGE AUTHORIZATION OR REVOCATION
- --------------------------------------------------------------------------------
[ ]  TELEPHONE PRIVILEGE AUTHORIZATION: I/We authorize Security Life of
     Denver to accept telephone instructions from the Owners/ Registered
     Representative of the policy listed above:
     [ ] Owners Only     [ ] Owner and Registered Representative
[ ]  REVOCATION OF TELEPHONE PRIVILEGE AUTHORIZATION: I/We revoke all
     telephone privilege authorization in place on the policy listed above for
     the following persons:
     [ ] Owners and Registered Representative
     [ ] Registered Representative Only

By signing this form, I/we agree to hold harmless and indemnify Security Life
for any losses arising from such authorization/revocation instructions. We
further authorize Security Life to record telephone conversations with any
person utilizing telephone privileges on the policy listed in Section 2. I/We
understand that Security Life reserves the right to discontinue the telephone
privilege at any time.

- --------------------------------------------------------------------------------
SECTION 5: AUTOMATIC REBALANCING OPTION
- --------------------------------------------------------------------------------
[ ] INITIATE AUTOMATIC REBALANCING (complete below)
[ ] CHANGE AUTOMATIC REBALANCING (complete below)

                        AUTOMATIC REBALANCING ALLOCATION

NEUBERGER & BERMAN                 ALGER AMERICAN
_____%  Limited Maturity Bond      _____%  Small Capitalization
_____%  Growth Portfolio           _____%  MidCap Growth
_____%  Partners Portfolio         _____%  Growth
VAN ECK                            _____%  Leveraged AllCap
_____%  Worldwide Hard Assets      FIDELITY INVESTMENTS
_____%  Worldwide Real Estate      _____%  Growth Portfolio
_____%  Worldwide Bond Fund        _____%  Overseas
_____%  Worldwide Emerging         _____%  Money Market
        Markets                    _____%  Index 500
INVESCO                            _____%  Asset Manager
_____%  Industrial Income          AIM
_____%  High Yield                 _____%  V.I. Government
_____%  Utilities                          Securities
_____%  Total Return               _____%  V.I. Capital
_____%  Small Company Growth               Appreciation
      _____%  GUARANTEED INTEREST DIVISION

FREQUENCY AND DATE OF AUTOMATIC REBALANCING:
(If no options are marked, frequency will be quarterly and/or date will be last
valuation date of calendar period.)
FREQUENCY:
[ ]  Monthly     [ ] Quarterly     [ ] Semi-annually     [ ] Annually
DATE:
[ ] Policy Processing Date - Date on which processing will occur based on
     frequency selected beginning______________________________
                                         (Month/Date)
[ ]  Last Valuation Date of Calendar Period
[ ]  Specific Date each Period beginning_______________________
                                            (Specify Date)

- --------------------------------------------------------------------------------
SECTION 6: PIN NUMBER CHANGE
- --------------------------------------------------------------------------------
[ ]  Please issue a new Personal Identification Number (PIN #) for the policy
     listed above.
[ ] Use the following specific number ____________________

I/We understand that only individuals with telephone privilege authority will be
notified of the PIN Number change.


FOR HOME OFFICE USE ONLY.




<PAGE>


- --------------------------------------------------------------------------------
SECTION 7: DOLLAR COST AVERAGING OPTION
- --------------------------------------------------------------------------------
[ ]  INITIATE DOLLAR COST AVERAGING (complete below)
[ ]  CHANGE DOLLAR COST AVERAGING (complete below)
Please transfer $_________ or _________% from:
(check one only)
     [ ] Fidelity Investment Money Market Division
     [ ] Neuberger & Berman Limited Maturity Bond Division
     into: the Variable Account Division(s) selected below.

                        DOLLAR COST AVERAGING ALLOCATION
                       NEUBERGER & BERMAN
$________or________%   Limited Maturity
$________or________%   Growth
$________or________%   Partners
                       ALGER AMERICAN
$________or________%   Small Capitalization
$________or________%   Midcap Growth
$________or________%   Growth
$________or________%   Leveraged AllCap
                       FIDELITY INVESTMENTS
$________or________%   Asset Manager
$________or________%   Growth Portfolio
$________or________%   Overseas
$________or________%   Money Market
$________or________%   Index 500
                       INVESCO
$________or________%   Industrial Income
$________or________%   High Yield
$________or________%   Utilities
$________or________%   Total Return
$________or________%   Small Company Growth
                       VAN ECK
$________or________%   Worldwide Hard Assets
$________or________%   Worldwide Emerging Markets
$________or________%   Worldwide Real Estate
$________or________%   Worldwide Bond
                       AIM
$________or________%   V.I. Government Securities
$________or________%   V.I. Capital Appreciation

$________or________%   GUARANTEED INTEREST DIVISION

FREQUENCY AND DATE OF DOLLAR COST AVERAGING:
(If no options are marked, frequency will be monthly and/or date will be policy
processing date.)
FREQUENCY:
[ ]  Monthly     [ ] Quarterly     [ ] Semi-annually     [ ] Annually
DATE:
[ ]  Policy Processing Date - Date on which processing will occur based on
     frequency selected beginning_________________________
                                       (Month/Date)
[ ]  Specific Date each Period beginning__________________
                                          (Specify Date)
TERMINATE:
[ ] Terminate Dollar Cost Averaging on (date)___________________
[ ] Terminate Dollar Cost Averaging when Division from which money is being
     transferred reaches $______________________

- --------------------------------------------------------------------------------
SECTION 8: DIVISION TRANSFER REQUEST
- --------------------------------------------------------------------------------
[ ]  CHANGE PREMIUM PAYMENT ALLOCATION
[ ]  TRANSFER BETWEEN DIVISIONS
     TRANSFER FROM           DIVISION          TRANSFER TO
                       NEUBERGER & BERMAN
$_______or_______%       Limited Maturity      $_______or_______%
$_______or_______%           Growth            $_______or_______%
$_______or_______%     Government Income
$_______or_______%         Partners            $_______or_______%
                         ALGER AMERICAN
$_______or_______%     Small Capitalization    $_______or_______%
$_______or_______%         Midcap Growth       $_______or_______%
$_______or_______%           Growth            $_______or_______%
$_______or_______%      Leveraged AllCap       $_______or_______%
                     FIDELITY INVESTMENTS
$_______or_______%        Asset Manager        $_______or_______%
$_______or_______%      Growth Portfolio       $_______or_______%
$_______or_______%         Overseas            $_______or_______%
$_______or_______%        Money Market         $_______or_______%
$_______or_______%         Index 500           $_______or_______%
                            INVESCO
$_______or_______%      Industrial Income      $_______or_______%
$_______or_______%         High Yield          $_______or_______%
$_______or_______%          Utilities          $_______or_______%
$_______or_______%         Total Return        $_______or_______%
$_______or_______%     Small Company Growth    $_______or_______%
                            VAN ECK
$_______or_______%     Worldwide Balanced
$_______or_______%    Worldwide Hard Assets    $_______or_______%
$_______or_______%  Worldwide Emerging Markets $_______or_______%
$_______or_______%    Worldwide Real Estate    $_______or_______%
$_______or_______%        Worldwide Bond       $_______or_______%
                              AIM
$_______or_______% V.I. Government Securities  $_______or_______%
$_______or_______%  V.I. Capital Appreciation  $_______or_______%

$_______or_______%      GUARANTEED INTEREST    $_______or_______%
                           DIVISION

- --------------------------------------------------------------------------------
SECTION 9: SIGNATURES
- --------------------------------------------------------------------------------
I/We acknowledge that we have read and understand:

1.   the terms and conditions listed in the instructions to this form, the
     Prospectus and the Policy for each of the options or changes requested.
2.   I/we can cancel or change any elections requested in Sections 5 and 7 above
     by sending written notice to the Customer Service Center at least 7 days
     before the next transfer date.
3.   that dollar cost averaging and automatic rebalancing will begin on the date
     specified only if Security Life has received this signed form at least 7
     days before the date specified.

Signature of Owner(s):
________________________________________  Date_________________________
________________________________________  Date_________________________
________________________________________  Date_________________________
Daytime Phone Number:___________________________________


<PAGE>


- - - - - - - - - - - - - -  - Detach and Give to Applicant - - - - - - - - - - -

[Logo of Security Life appears here]                   Security Life of Denver
                                                       Insurance Company
                                                       P.O. Box 173888
                                                       Denver, CO 80217-3885

           SUMMARY OF YOUR RIGHTS UNDER THE FAIR CREDIT REPORTING ACT


The Fair Credit Reporting Act (FCRA) is designed to promote accuracy, fairness,
and privacy of information in the files of every "Consumer Reporting Agency"
(CRA). Most CRAs are credit bureaus that gather and sell information about
you--such as if you pay your bills on time or have filed bankruptcy--to
creditors, employers, landlords, and other businesses. You can find the complete
text of the FCRA, 15 U.S.C. 1681-1681u, at the Federal Trade Commission's
website (HTTP://WWW.FTC.GOV). The FCRA gives you specific rights as outlined
below. You may have additional rights under state law. You may contact a state
or local consumer protection agency or a state attorney general to learn those
rights.

   o YOU MUST BE TOLD IF INFORMATION IN YOUR FILE HAS BEEN USED AGAINST YOU.
     Anyone who uses information from a CRA to take action against you--such as
     denying an application for credit, insurance, or employment--must give you
     the name, address, and phone number of the CRA that provided the report.

   o YOU CAN FIND OUT WHAT IS IN YOUR FILE. At your request, a CRA must give you
     the information in your file, and a list of everyone who has requested it
     recently. There is no charge for the report if a company/person has taken
     action against you because of information supplied by the CRA, if you
     request the report within 60 days of receiving the notice of action. You
     are also entitled to one free report every twelve months upon request if
     you certify that (1) you are unemployed and plan to seek employment within
     60 days, (2) you are on welfare, or (3) your report is inaccurate due to
     fraud. Otherwise, a CRA may charge you a fee of up to eight dollars.

   o YOU CAN DISPUTE INACCURATE INFORMATION WITH THE CRA. If you tell a CRA that
     your file contains inaccurate information, the CRA must reinvestigate the
     items (usually within 30 days) by presenting to its information source all
     relevant evidence you submit, unless your dispute is frivolous. The source
     must review your evidence and report its findings to the CRA. (The source
     also must advise national CRAs--to which it has provided the data--of any
     error.) The CRA must give you a written report of the investigation, and a
     copy of your report if the investigation results in any changes. If the
     CRAs investigation does not resolve the dispute, you may add a brief
     statement to your file. The CRA must normally include a summary of your
     statement in future reports. If an item is deleted or a dispute statement
     is filed, you may ask that anyone who has recently received your report be
     notified of the change.

   o INACCURATE INFORMATION MUST BE CORRECTED OR DELETED. A CRA must remove or
     correct inaccurate or unverified information from its files, usually within
     30 days after you dispute it. HOWEVER, THE CRA IS NOT REQUIRED TO REMOVE
     DATA FROM YOUR FILE THAT IS ACCURATE UNLESS IT IS OUTDATED (AS DESCRIBED
     BELOW) OR CANNOT BE VERIFIED. If your dispute results in any change to your
     report, the CRA cannot reinsert into your file a disputed item unless the
     information source verifies its accuracy and completeness. In addition, the
     CRA must give you a written notice telling you it has reinstated the item.
     The notice must include the name, address, and phone number of the
     information source.

   o YOU CAN DISPUTE INACCURATE ITEMS WITH THE SOURCE OF THE INFORMATION. If you
     tell anyone--such as a creditor who reports to a CRA--that you dispute an
     item, they may not then report the information to a CRA without including a
     notice of your dispute. In addition, once you've notified the source of the
     error in writing, it may not continue to report it if it is, in fact, an
     error.

   o OUTDATED INFORMATION MAY NOT BE REPORTED. In most cases, a CRA may not
     report negative information that is more than seven years old; ten years
     for bankruptcies.

   o ACCESS TO YOUR FILE IS LIMITED. A CRA may provide information about you
     only to those who have a need recognized by the FCRA--usually to consider
     an application you have submitted to a creditor, insurer, employer,
     landlord, or other business.

   o YOUR CONSENT IS REQUIRED FOR REPORTS THAT ARE PROVIDED TO EMPLOYERS, OR
     REPORTS THAT CONTAIN MEDICAL INFORMATION. A CRA may not report to your
     employer, or prospective employer, about you without your written consent.
     A CRA may not divulge medical information about you without your consent.

   o YOU MAY CHOOSE TO EXCLUDE YOUR NAME FROM CRA LISTS FOR UNSOLICITED CREDIT
     AND INSURANCE OFFERS. Creditors and insurers may use file information as
     the basis for sending you unsolicited offers of credit or insurance. Such
     offers must include a toll-free number for you to call if you want your
     name and address removed from future lists. If you call, you must be kept
     off the lists for two years. If you request, complete, and return the CRA
     form provided for this purpose, you must be taken off the lists
     indefinitely.

   o YOU MAY SEEK DAMAGES FROM VIOLATORS. You may sue a CRA or other party in
     state or federal court for violations of the FCRA.

S-5044A-97

<PAGE>


<TABLE>
<CAPTION>
THE FCRA GIVES SEVERAL DIFFERENT FEDERAL AGENCIES AUTHORITY TO ENFORCE ITS PROVISIONS:

- --------------------------------------------------------------------------------
  For Questions or Concerns Regarding:                 Please Contact:
- --------------------------------------------------------------------------------
<S>                                                    <C>
CRAs, creditors, and others not listed below           Federal Trade Commission
                                                       Consumer Response Center - FCRA
                                                       Washington, DC 20580
                                                       Phone: 202-326-3761
- --------------------------------------------------------------------------------
National banks, federal branches/agencies of           Office of the Comptroller of the Currency
foreign banks (word "National" or initials "N.A."      Compliance Management, Mail Stop 6-8
appear in or after bank's name)                        Washington, DC 20219
                                                       Phone: 800-613-7643
- --------------------------------------------------------------------------------
Federal Reserve System member banks                    Federal Reserve Board
(except national banks, and federal                    Division of Consumer & Community Affairs
branches/agencies of foreign banks)                    Washington, DC 20551
                                                       Phone: 202-452-3693
- --------------------------------------------------------------------------------
Savings associations and federally chartered           Office of Thrift Supervision
savings banks (word "Federal" or initials "F.S.B."     Consumer Programs
appear in federal institution's name)                  Washington, DC 20552
                                                       Phone: 800-842-6929
- --------------------------------------------------------------------------------
Federal credit unions (words "Federal Credit           National Credit Union Administration
Union" appear in institution's name)                   1775 Duke Street
                                                       Alexandria, VA 22314
                                                       Phone: 703-518-6360
- --------------------------------------------------------------------------------
State-chartered banks that are not members             Federal Deposit Insurance Corporation
of the Federal Reserve System                          Division of Compliance & Consumer Affairs
                                                       Washington, DC 20429
                                                       Phone: 800-934-FDIC
- --------------------------------------------------------------------------------
Air, surface, or rail common carriers regulated        Department of Transportation
by former Civil Aeronautics Board or                   Office of Financial Management Interstate
Commerce Commission                                    Washington, DC 20590
                                                       Phone: 202-366-1306
- --------------------------------------------------------------------------------
Activities subject to the Packers and Stockyards       Department of Agriculture
Act, 1921                                              Office of Deputy Administrator - GIPSA
                                                       Washington, DC 20250
                                                       Phone: 202-720-7051
- --------------------------------------------------------------------------------
</TABLE>

<PAGE>


- - - - - - - - - - - - - - DETACH AND GIVE TO APPLICANT - - - - - - - - - - - - -
                                   AGREEMENTS

All statements and answers in this application (which includes Part I, Part II,
and supplements and amendments) are true and complete to the best of my
knowledge and belief. I also agree that:
1.   The statements and answers in this application will be relied upon and form
     the basis of any insurance.
2.   No information will be considered as having been given to Security Life
     unless it is written in this application. (THIS PARAGRAPH DOES NOT APPLY IN
     THE STATES OF MAINE, MISSOURI, OREGON, SOUTH CAROLINA, AND SOUTH DAKOTA.)
3.   No agent or any other unauthorized person can make or change any insurance
     contract or give up any of Security Life's rights or requirements. Any
     change must be in writing and signed by an officer of Security Life.
4.   Security Life may amend this application by an appropriate notation in the
     space designated "Home Office Corrections" in order to correct errors or
     omissions or to conform the application with any policy that may be issued.
     The acceptance of the policy constitutes a ratification of such amendments.
     In those states, including Maryland, where change in amount,
     classification, plan, premium, or benefit requires the written consent of
     the applicant, no change may be ratified except by a written acceptance. We
     reserve the right to make any changes required by law.
5.   INSURANCE UNDER POLICY APPLIED FOR - EXCEPT AS MAY BE PROVIDED IN ANY
     BINDING LIMITED LIFE INSURANCE COVERAGE, NO POLICY OF INSURANCE WILL BE IN
     FORCE UNTIL (1) THE FIRST POLICY PREMIUM IS PAID AND (2) THE POLICY IS
     DELIVERED WHILE THE FACTS AND HEALTH CONDITION OF THE PROPOSED INSURED(S)
     ARE AS REPRESENTED IN THIS APPLICATION. WHEN THESE CONDITIONS ARE
     SATISFIED, THE POLICY AS DELIVERED WILL THEN TAKE EFFECT.
6.   Binding Limited Life Insurance Coverage - Any pre-delivery insurance
     coverage is provided in the Binding Limited Life Insurance Coverage form.
     That coverage is available only if: a premium is accepted by the agent; the
     agent has authority to accept premium as set out in that form; and the form
     is completed and signed by the agent, applicant, and proposed insured.
7.   If the contract applied for is for a pension, profit-sharing, HR10, or
     other tax qualified plan, any policy issued shall not be transferable other
     than to the Insurer, except as directed by the Plan Administrator. Other
     applicable provisions may be added to the contract.
8.   I certify, under penalty of perjury, that my social security/tax
     identification number(s) is shown and is correct and that I am not subject
     to back up withholding.

                        NOTICE OF INFORMATION PROCEDURES

OUR UNDERWRITING PROCESS
This process is an evaluation of information about you. It is to see if you
qualify for the insurance requested. The information we review may vary with the
insurance applied for. We look at information about you such as: your age;
occupation; health; mode of living; avocation; and other personal information.
Answers on the application are the principal source of information. We may
contact other people or institutions personally, by phone, or by letter. The
purpose is to confirm or add to information you have provided. For example, we
may obtain information from your doctor, clinic, hospital, or other insurers. In
some cases, your Security Life agent may obtain information on our behalf. A
medical examination or laboratory tests may be requested.

NOTICE
Any person who knowingly and with intent to injure, defraud, or deceive any
insurance company, files an application, statement or claim containing any
false, incomplete, or misleading information may be guilty of insurance fraud.

MIB, INC.
Medical Information Bureau, Inc. ("MIB, Inc.") may provide Security Life with
a brief report about you. This is a nonprofit organization of life insurance
companies which has an information exchange for its members. Information that
is sent to MIB, Inc. by one member may be given to their member companies who
have a business need for it.

Upon your written request, MIB, Inc. will arrange for disclosure of any
information it may have in your file. If you question the accuracy of MIB's
information, you may request a correction according to the procedures in the
Federal Fair Credit Reporting Act. MIB's address is: P.O. Box 105, Essex
Station, Boston, Massachusetts 02112, telephone 617/426-3660.

CONSUMER REPORTS
In some cases, a Security Life representative may prepare a consumer report or
investigative consumer report about you or, Security Life may ask an independent
agency to prepare a consumer report or an investigative consumer report about
you. These reports may include information on your character; general
reputation; personal characteristics such as health, finances, and job, and mode
of living except as may be related directly or indirectly to your sexual
orientation. Any information obtained by the agency may be kept in its file and
later given to others who have a business need for it

If an investigative consumer report is ordered by Security Life, the report will
include information obtained through interviews with your neighbors, friends, or
others you know. You may request a personal interview. The agency will make a
reasonable attempt to talk to you. It will include that information in its
report. The Federal Fair Credit Reporting Act gives you the right to make a
written request within a reasonable period of time, to receive additional
information from Security Life about the nature and scope of an investigation,
if one is made. We will provide the name, address, and phone number of any
agency we ask to prepare such a report. You may contact the agency directly to
learn about the contents of the report.

DISCLOSURE OF INFORMATION
Information we obtain about you is confidential. As permitted by law, we may
disclose information without further authorization to others such as: consumer
reporting agencies hired to prepare investigative reports; insurance companies
to which you have applied for coverage or benefits; those providing services for
us; those conducting bona fide actuarial, marketing, or scientific studies or
audits; and your attending doctor.

Upon written request, we will give you more information about these procedures.

YOUR RIGHT TO REVIEW INFORMATION
These are procedures by which you can make a written request to review personal
information in our policy file. However, Security Life will not disclose
information to you that was prepared for any anticipated claim or any civil or
criminal proceeding. We also have procedures by which you may request
correction, amendment, or deletion of any information in our files which you
believe to be inaccurate or irrelevant. Upon written request, we will provide
you with further information about these procedures.

We hope this notice helps explain our underwriting process. If you have any
additional questions, discuss them with your agent or contact us directly.

                    Security Life of Denver Insurance Company
                                 P.O. Box 173888
                              Denver, CO 80217-3885
                                 1-800-848-6362



<PAGE>






























[Logo of Security Life appears here]
     P.O. Box 173888
     Denver, CO 80217-3885
<PAGE>
                         SECURITY LIFE OF DENVER INSURANCE COMPANY

                                   IMPORTANT INFORMATION
                         INSTRUCTIONS FOR SUBMITTING APPLICATIONS
                         FOR LAST SURVIVOR VARIABLE LIFE INSURANCE

o    Two individual variable life applications are required - one for each
     insured. They must be submitted at the same time. If not received at the
     same time, we will delay underwriting and processing until the second
     application is received.
     o  Each application should reference the other application. Sample wording
        could be, "This application is taken in conjunction with John Doe, SSN
        #123-45-6789."
     o  Each proposed insured must sign his/her respective application and the
        owner must sign BOTH applications.
     o  If a trust is the owner and/or beneficiary, be sure to name the trustee
        and give the date of the trust.
     o  The first insured's application must be completed in full. On the SECOND
        INSURED'S APPLICATION, you only need to complete the following sections:
        o  Part I
           o  Sections A, B and C
           o  Section L
           o  Setion M, if applicable
        o  Part II
           o  Sections A, B and C
           o  Signatures

     o  Available riders are Adjustable Term Insurance and Single Life Term
        Insurance

SINGLE LIFE TERM INSURANCE RIDER. IN SECTION E, ITEM H "ADDITIONAL RIDERS",
indicate whether Single Life Term Insurance is requested. Check the box titled
"Other" and write in language similar to the following: "Single Life Term
Insurance Rider on John Doe in the amount of $300,000."

DESIGNATED WITHDRAWAL INVESTMENT DIVISION. You can designate a specific
investment division from which your monthly charges will be deducted. This
feature will be available no later than November 1, 1999. Please indicate the
name of the division in "Special Instructions."





THE INFORMATION BELOW AND SIGNATURES MUST BE PROVIDED WHEN EITHER THE ENHANCED
DEATH BENEFIT CORRIDOR OPTION OR THE GUARANTEED MINIMUM DEATH BENEFIT ARE
ELECTED. YOU MAY WRITE THIS INFORMATION IN "SPECIAL INSTRUCTIONS" ON THE
APPLICATION IF YOU PREFER.

PROPOSED INSUREDS' NAMES ________________________________________________

I.   ENHANCED DEATH BENEFIT CORRIDOR OPTION. THIS OPTION IS AVAILABLE ONLY AT
     ISSUE. IF YOU DO NOT INDICATE THAT YOU WANT THE ENHANCED DEATH BENEFIT
     CORRIDOR OPTION, WE WILL ISSUE THE POLICY WITH THE REGULAR FACTORS.
     [ ] ENHANCED DEATH BENEFIT CORRIDOR OPTION.

II.  GUARANTEED MINIMUM DEATH BENEFIT (GMDB) OPTION. THIS OPTION IS AVAILABLE
     ONLY AT ISSUE. IF GMDB IS NOT INDICATED THE POLICY WILL BE ISSUED WITHOUT
     THIS BENEFIT. THIS OPTION IS AVAILABLE ONLY AT ISSUE. IF ELECTED, GMDB WILL
     CONTINUE UNTIL THE YOUNGER INSURED'S AGE 100. THERE IS A MONTHLY CHARGE FOR
     THIS OPTION.
     [ ] GMDB TO YOUNGER INSURED'S AGE 100.


Signature of Owner
______________________________________________________________Date:___________


<PAGE>
[Logo of Security Life appears here]   Security Life of Denver Insurance Company
                                                                   1290 Broadway
                                                           Denver, CO 80203-5699

                  BINDING LIMITED LIFE INSURANCE COVERAGE FORM

For premium(s) received in connection with the Application(s) listed below,
Security Life provides a limited amount of life insurance coverage for a short
time while it decides whether to issue and deliver the policy or certificate
applied for (the "policy"). This coverage is subject to the terms and conditions
set out below.
<TABLE>
<S>                          <C>                                                           <C>
                                                                                           (For second to die coverage, use two
Application # ____________   Proposed Insured ________________________________________     applications and show both application
Application # ____________   Proposed Insured ________________________________________     numbers and name both insureds.)
</TABLE>
<TABLE>
<CAPTION>
 I.  REPRESENTATIONS -- Applicable to each Proposed Insured named above
<S> <C>                                                                                                                   <C>   <C>

1.  Has the Proposed Insured(s):                                                                                          Yes   No
    a. had unintentional weight loss, or any symptoms of a disease or an impairment for which the Proposed Insured(s)
       has not consulted a physician?                                                                                     [  ]  [  ]
    b. ever had, or now have, any type of heart disease, stroke, or other vascular disease?                               [  ]  [  ]
    c. ever had, or now have, any type of cancer, leukemia, malignant tumor, or disorder of the immune system?            [  ]  [  ]
    d. attained age 70?                                                                                                   [  ]  [  ]
2.  For each Proposed Insured, is the initial amount of life insurance applied for on all applications pending with
    Security Life plus the current amount of all existing life insurance with Security Life and Midwestern United Life
    Insurance Company more than $3,000,000?                                                                               [  ]  [  ]
3.  For each Proposed Insured, does existing life insurance with all insurers
    plus amount applied for in pending application(s) with all insurers exceed
    $10,000,000?                                                                                                          [  ]  [  ]
    (For #2 and #3 amount of insurance calculations, include all policies, term riders, and accidental death coverage
    and second to die coverage for each Proposed Insured.)
</TABLE>

If any of the above questions are answered YES or LEFT BLANK, the agent is not
authorized to accept a premium, and there will be NO COVERAGE. Premium is either
cash, check or authorized withdrawal. Make all checks payable to Security Life,
not the agent.

II.  TERMS AND CONDITIONS

AMOUNT OF COVERAGE
If the Proposed Insured(s) dies while this coverage is in effect, Security Life
will pay to the beneficiary named in the Application the lesser of: (a) the
amount of death benefit, if any, which would be payable under the policy and any
riders if issued as applied for under the Application; or (b) $3,000,000. This
coverage is subject to any limits or exclusions which would be part of the
issued coverage. If for any reason Security Life is liable for any coverage as a
result of any other pending applications or Binding Limited Insurance Coverage
on the lives of Proposed Insured(s), Security Life's total liability shall not
exceed $3,000,000; and the $3,000,000 will be prorated among the respective
coverages. There is no premium waiver coverage, or coverage for the death of any
person other than the Proposed Insured(s). No death benefit is payable for a
second to die or last survivorship policy unless both Proposed Insureds die
while this coverage is in effect.

GENERAL
Premium(s) will be returned if no policy is delivered and no benefit is paid
under this coverage. If a policy is delivered, premium(s) will be applied to the
first policy premium.
All the above representations are true and complete to the best of my knowledge
and belief. I agree that they are to be relied on for this coverage.
No agent can waive or modify this coverage in any way.


Agreed to on _____________________________________________, 199__

Signature of Proposed Insured(s) ________________________________

_________________________________________________________________
(If below age 15, signature of parent or guardian required)

Agent/Witness ___________________________________________________



DATE COVERAGE BEGINS
Coverage under this Agreement starts when: Part I of the Application is
completed; a premium has been accepted; and this form has been completed and
signed.

DATE COVERAGE ENDS
This coverage will end automatically on the EARLIEST of the date:
o   Premium(s) are returned.
o   Five days after a notice of termination is mailed to the owner's address
    on the application.
o   Coverage starts under any policy resulting from the Application.
o   A policy resulting from the Application is refused.
o   90 days after the date this form is signed.
Security Life may send a notice or return premium terminating this coverage any
time before delivery of the policy.

NO COVERAGE
There is no insurance coverage if:
o   There is a material misrepresentation in the answers to the questions above
    or any question or statement in the Application.
o   A Proposed Insured dies by suicide or intentional self-inflicted injury.
o   The premium check or authorized withdrawal is not honored.



Signed at _______________________________________________________

Applicant-Owner _________________________________________________
(If not signing as Proposed Insured)

_________________________________________________________________
If a firm or corporation is owner, print company name and have corporate officer
sign.




Q-1134
  1/98


                                                                     EXHIBIT 3.A
[logo of Security Life appears here]


March 30, 1999



Security Life of Denver
Insurance Company
Security Life Center
1290 Broadway
Denver, Colorado  80203-5699

Dear Sirs:

This opinion is furnished in connection with the Form S-6 Registration Statement
being filed by Security Life of Denver Insurance Company ("Security Life") under
the Securities Act of 1933, as amended (the "Act"), for the offering of
interests ("Interests") in Security Life Separate Account L1 ("Separate Account
L1") under the Flexible Premium Variable Life Insurance Policies ("Policies") to
be issued by Security Life. The securities being registered under the Act are to
be offered in the manner described in the Registration Statement.

I have examined or supervised the examination of all such corporate records of
Security Life and such other documents and such laws as I consider appropriate
as a basis for the opinion hereinafter expressed. On the basis of such
examination, it is my opinion that:

1.       Security Life is a corporation duly organized and validly existing
         under the laws of the State of Colorado.

2.       Separate Account L1 was duly created as a separate investment account
         of Security Life pursuant to the laws of the State of Colorado.

3.       The assets of Separate Account L1 will be owned by Security Life. Under
         Colorado law and the provisions of the Policies, the income, gains and
         losses, whether or not realized, from assets allocated to Separate
         Account L1 must be credited to or charged against such Account, without
         regard to the other income, gains or losses of Security Life.

4.       The Policies provide that the assets of Separate Account L1 may not be
         charged with liabilities arising out of any other business Security
         Life may conduct, except to the extent that assets of Separate Account
         L1 exceed its liabilities arising under the Policies.


<PAGE>


March 30, 1998
Page 2

5.       The Policies and the Interests in Separate Account L1 to be issued
         under the Policies have been duly authorized by Security Life; and the
         Policies, including the Interests therein, when issued and delivered,
         will constitute validly issued and binding obligations of Security Life
         in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Matters" in the
Prospectus contained in the Registration Statement.

Very truly yours,


/s/ Gary W. Waggoner
Gary W. Waggoner
Vice President, General Counsel
and Corporate Secretary


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