<PAGE>
                                                                     Exhibit 4.B

                 NATIONWIDE LIFE AND ANNUITY COMPANY OF AMERICA


INSURED:              JOHN DOE
POLICY NUMBER:        9,000,000              POLICY ISSUE DATE:  09/01/2002
FACE AMOUNT:          $50,000.00             ISSUE AGE:          35
DEATH BENEFIT:        OPTION A               POLICY DATE:        09/01/2002

Nationwide Life and Annuity Company of America agrees:

To pay the Beneficiary of this Policy the Insurance Proceeds upon receiving due
proof of the Insured's death;

To provide you (the Policy Owner) with the other rights and benefits of this
Policy. These agreements are subject to the provisions of this Policy.

The amount of the Death Benefit or the duration of the insurance coverage, or
both, may be variable or fixed, as described in the Death Benefit Provisions.

The portion of the Policy Account Value that is in a Subaccount may increase or
decrease, depending upon the unit value of such Subaccount, which in turn
depends upon the investment experience of the corresponding portfolio of a
designated investment company. There is no guaranteed minimum for the portion of
your Policy Account Value in the Subaccounts.

The portion of the Policy Account Value that is in the Guaranteed Account and
the Loan Account will accumulate, after deductions, at rates of interest we
determine. Such rates will not be less than 4% a year.

Please read this Policy with care. A guide to its provisions is on the last
page. A description is on page 2. Any additional benefit riders and a copy of
the Application are included in this Policy before the last page.

       This is a legal contract between the Owner and Nationwide Life and
                          Annuity Company of America.

RIGHT TO EXAMINE POLICY. You may examine this Policy and if for any reason you
are not satisfied with it, you may cancel it by returning the Policy to us with
a written request no later than 10 days after you receive it. All you have to do
is take this Policy or mail it to our Service Center at 300 Continental Drive,
Newark, DE 19713-4399; P.O. Box 15750, Wilmington, DE 19850-5750; or to one of
our offices or to the representative who sold it to you. If you do this, we will
refund an amount equal to: (a) the difference between the premiums you paid
(including any fees and charges) and the sum of the amounts allocated to the
Guaranteed Account and the Subaccounts; plus (b) the value of the amounts
allocated to the Guaranteed Account including any interest accumulated to the
date you return the Policy to us; plus (c) the value of the amounts allocated to
the Subaccounts including the net investment experience of such Subaccounts to
the date you return the Policy to us; plus (d) any fees or charges imposed on
the amounts allocated to the Guaranteed Account or the Subaccounts.

Signed for the Company by:



/s/ J. Tucker                                               /s/  Robert W. Kloss
Designated Officer                                               President


           Flexible Premium Adjustable Variable Life Insurance Policy
         Insurance Proceeds payable upon death before Final Policy Date
  Policy Account Value payable on Final Policy Date / Adjustable Death Benefit
   Values provided by this Policy are based on declared interest rates of the
                          Guaranteed and Loan Accounts
              and on the investment experience of the Subaccounts
                  Non-participating /  Employee Benefit Series

  For Inquiries, Information and Resolution of Complaints, Call: 1-800-688-5177


<PAGE>

                               POLICY DESCRIPTION

This is a flexible premium adjustable variable life insurance policy.

Net premiums are allocated at your direction to one or more of the Subaccounts
and/or the Guaranteed Account.

The Subaccounts invest in securities and other investments whose value is
subject to market fluctuation and investment risk. There is no guarantee of
principal or investment return.

The Guaranteed Account earns interest at rates we declare in advance. The rates
are guaranteed to equal or exceed 4%. The principal, after deductions, is also
guaranteed.

The duration of life insurance coverage depends on the Net Cash Surrender Value
except that during the first five Policy Years, your Policy will remain in force
if the sum of the premiums paid less loans and partial withdrawals equals or
exceeds the Minimum Guarantee Premium.

If Death Benefit Option A has been selected, the Death Benefit is the Face
Amount of this Policy and the amount of the Death Benefit is fixed, except where
it is a percentage of the Policy Account Value. If Death Benefit Option B has
been selected, the Death Benefit is the Face Amount of this Policy plus the
Policy Account Value. The amount of the Death Benefit under Option B is
variable. Under either Option, the Death Benefit will not be less than a
percentage of the Policy Account Value.

To compute the Insurance Proceeds payable upon the Insured's death, we start
with the Death Benefit and adjust this amount if there is a loan.

We make monthly deductions from the Policy Account Value to cover the cost of
benefits provided under this Policy, including the cost of any benefits provided
by rider. We will allocate such deductions to the Subaccounts and the Guaranteed
Account in accordance with your instructions.

If you surrender this Policy for its Net Cash Surrender Value or reduce the Face
Amount of insurance during the first 15 Policy Years or within 15 years after
the effective date of an increase in the Face Amount, we will deduct any
applicable Surrender Charges from the Policy Account Value.

We will pay the proceeds under this Policy in one sum unless a Payment Option is
in force. If you elect a Payment Option it will apply to payment of the Net Cash
Surrender Value if you surrender this Policy or to the Insurance Proceeds paid
to the Beneficiary when the Insured dies. If a Payment Option is not in force
when the Insured dies, the Beneficiary will be able to elect a Payment Option
for the Insurance Proceeds.

If this Policy lapses, coverage will end. If such occurs, you may be able to
reinstate this Policy within three full years with full benefits.

As Policy Owner, you have these rights in this Policy, among others, subject to
the terms, conditions, and limits in this Policy:

      -     You may make premium payments at any time and of any amount.
      -     You may change the allocation of premiums and deductions among your
            investment options.
      -     You may increase or decrease the Face Amount of insurance.
      -     You may change the Death Benefit Option.
      -     You may transfer amounts among your investment options.
      -     You may borrow on this Policy.
      -     You may make a partial withdrawal of the Net Cash Surrender Value.
      -     You may surrender this Policy for its Net Cash Surrender Value.
      -     You may change the Beneficiary of the Insurance Proceeds of this
            Policy.
      -     You may assign this Policy and change the Owner.

This is only a summary of what the Policy provides. You should read the entire
Policy carefully as its terms govern your rights and our obligations.


                                     Page 2
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                                  DEFINITIONS

ATTAINED AGE. The Issue Age of the Insured plus the number of full years since
the Policy Date.

CASH SURRENDER VALUE. The Policy Account Value minus any applicable Surrender
Charges.

INSURANCE PROCEEDS. The net amount to be paid to the Beneficiary when the
Insured dies. (See Amount of Insurance Proceeds provision.)

INSURED. The person named as the Insured on the first page. He or she need not
be the Owner.

LOAN ACCOUNT. The account to which we transfer the amount of any policy loan
from the Subaccounts and Guaranteed Account.

MINIMUM GUARANTEE PREMIUM. The Minimum Annual Premium multiplied by the number
of months since the Policy Date, including the current month, divided by 12.

NET CASH SURRENDER VALUE. The Policy Account Value minus any applicable
Surrender Charges, minus any outstanding policy loans and accrued interest.

NET PREMIUM. The remainder of a premium after deduction of the Premium Expense
Charge.

POLICY ACCOUNT VALUE. The sum of this Policy's values in the Subaccounts, the
Guaranteed Account and the Loan Account.

POLICY ANNIVERSARY. The same day and month as the Policy Date in each later
year.

POLICY PROCESSING DAY. The day in each calendar month which is the same day of
the month as the Policy Date. The first Policy Processing Day is the Policy
Date.

POLICY YEAR. A year that starts on the Policy Date on a Policy Anniversary.

WE, OUR, US AND COMPANY. Nationwide Life and Annuity Company of America, a
Delaware Corporation.

YOU AND YOUR. The Owner of this Policy.

                        GENERAL PROVISIONS

THE CONTRACT. Policy is issued in consideration of payment of the Minimum
Initial Premium shown in the Policy Schedule. This Policy and the initial
Application, a copy of which is attached, and all subsequent Applications to
change the Policy and all additional Policy Schedule pages added to this Policy,
form the whole contract. We assume that all statements in the applications were
made to the best of the knowledge and belief of the person(s) who made them; in
the absence of fraud, they are assumed to be representations and not warranties.
We relied on those statements when we issued or changed this Policy. We will not
use any statement, unless made in the Applications, to void this Policy or to
deny a claim.

POLICY MODIFICATIONS. Only the President or a Vice President of the Company may
agree to modify this Policy, and then only in writing.

SUICIDE EXCLUSION. If the Insured, whether sane or insane, dies by suicide
within two years from the Policy Issue Date, our payment will be limited to the
sum of premiums paid, minus any loan and loan interest and any partial
withdrawals of Net Cash Surrender Value. If the Insured, whether sane or insane,
dies by suicide within two years of the Effective Date of a policy change which
increases the Death Benefit, our payment with respect to such increase will be
limited to the sum of the monthly deductions for the cost of insurance
attributable to such increase and the expense charge for the increase in Face
Amount deducted from the Policy Account Value.

MISSTATEMENT OF AGE. If the Insured's stated age is not correct, the Death
Benefit and any benefits provided by riders to this Policy shall be those which
would be purchased by the most recent deduction for the cost of insurance and
the cost of any benefits provided by such riders, at the correct age. There is
no adjustment to the Policy Account Value at that time.


                                     Page 6
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INCONTESTABILITY. We have the right to contest the validity of this Policy based
on material misstatements made in the initial Application for this Policy. We
also have a right to contest the validity of any policy change based on material
misstatements made in any Application for that change. However, we will not
contest this Policy after it has been in force during the Insured's lifetime for
two years from the Policy Issue Date, except for nonpayment of the Minimum
Initial Premium. We will not contest any policy change that requires evidence of
insurability, or any reinstatement of this Policy, after such change or
reinstatement has been in effect for two years during the Insured's lifetime.
See any supplementary benefit riders for modifications that apply to them.

PERIODIC REPORT. At least once a year we will send you a report for this Policy.
It will show: (1) the current Death Benefit; (2) the current Policy Account
Value; (3) the Guaranteed Account Value; (4) the Loan Account Value; (5) the
value in each Subaccount (6) premiums paid since the last report; (7) charges
deducted since the last report; (8) any partial withdrawals of Net Cash
Surrender Value since the last report; (9) any policy loans and accrued
interest; (10) the current Net Cash Surrender Value; (11) any other information
that may be required when and where this Policy is delivered.

You may ask for a similar report at some other time. We have the right to make a
reasonable charge for the reports that you ask for, and to limit the scope and
frequency of such reports.

PAYMENTS. We will usually pay any amounts payable as a result of surrender,
partial withdrawal or policy loan within 7 days after we receive your written
request at our Service Center in a form satisfactory to us. We will usually pay
the Insurance Proceeds within 7 days after we receive proof of the Insured's
death at our Service Center and all other requirements deemed necessary are met.

However, payment may be postponed if we are not able to sell securities or
determine the value of the assets of the Subaccounts because:

1.    the New York Stock Exchange is closed;
2.    the Securities and Exchange Commission (SEC) requires trading to be
      restricted or declares an emergency; or
3.    the SEC by order permits us to defer payments for the protection of Policy
      Owners.

As to amounts allocated to the Guaranteed Account, we may defer payment of any
withdrawal or surrender of Net Cash Surrender Value and the making of a loan for
up to six months after we receive your written request at our Service Center.

We will allow interest, at a rate of 3% a year, on any payment we defer for 30
days or more under this provision.

POLICY CHANGES - TAX CONSIDERATIONS. In order to receive the tax treatment
accorded to life insurance under federal tax laws, this Policy must qualify and
continue to qualify as life insurance under the Internal Revenue Code. We
reserve the right to decline to accept a premium payment, to decline to change
the Death Benefit Option, or to decline a partial withdrawal which would cause
this Policy to fail to qualify as life insurance under the applicable tax law,
as interpreted by us. We also reserve the right to make changes in this Policy
or to riders or to make distributions from this Policy to the extent we deem
such to be necessary for this Policy to continue to qualify as life insurance.
Such changes will apply uniformly to all affected policies. You will receive
advance written notification of such changes.

CHANGES IN POLICY COST FACTORS. Changes in credited interest rates, cost of
insurance charges, Percent of Premium Charge, mortality and expense risk
charges, and Monthly Administrative Charges will be by class and will be based
upon changes in future expectations for such factors as:

      (a) investment earnings;
      (b) mortality;
      (c) persistency;
      (d) expenses; and
      (e) taxes.

Any change will be determined in accordance with the procedures and standards on
file, if required, with the insurance supervisory official of the state in which
this Policy is delivered.

POLICY ILLUSTRATIONS. Upon request, we will provide an illustration of the
future benefits under this Policy. We reserve the right to charge a reasonable
fee for this service if you request more than one policy illustration during a
Policy Year.


                                     Page 7
<PAGE>

                    POLICY OWNER AND BENEFICIARY PROVISIONS

OWNERSHIP. Unless otherwise stated in the Application or later changed, the
Owner of this Policy is the Insured. While the Insured is living, the Owner
alone is entitled to exercise any right and privilege granted by this Policy or
by us. If the Insured is living on the Final Policy Date shown in the Policy
Schedule and while this Policy is in force, we will pay you, the Owner, the
Policy Account Value on that date, less any outstanding policy loan and accrued
loan interest. This Policy will then end. If you are not the Insured and you die
while the Insured is still living, all rights will vest in your estate, unless
otherwise provided.

BENEFICIARY. The Beneficiary is entitled to the Insurance Proceeds under this
Policy. The Beneficiary is as stated in the Application, unless later changed.
When a Beneficiary is designated, any relationship shown is to the Insured,
unless otherwise stated. If two or more persons are named, those surviving the
Insured will share the Insurance Proceeds equally, unless otherwise stated. If
none of the persons named survives the Insured, we will pay the Insurance
Proceeds in one sum to the Insured's estate.

PROTECTION OF PROCEEDS. No Beneficiary may commute, encumber or alienate any
payments under this Policy before they are due. No payments shall be subject to
the debts, contract or engagements of any Beneficiary nor to any judicial
process to levy upon or attach the same for payment of such debts.

CHANGES. While the Insured is living, you may change the Owner or Beneficiary by
written notice in a form satisfactory to us. The change will take effect on the
date you sign the notice, except that it will not apply to any payment or other
action we take before we receive the notice at our Service Center. If you change
the Beneficiary, any previous arrangement you made under the Payment Options
provision is cancelled.

ASSIGNMENT. You may assign this Policy but we will not be bound by any
assignment unless it is in writing and we have received it at our Service
Center. Your rights and those of any other person referred to in this Policy
will be subject to the assignment. We assume no responsibility for the validity
of any assignments.

CREDITOR CLAIMS. To the extent permitted by applicable laws, no right or benefit
under this Policy shall be subject to claims of creditors, except as may be
provided by an Assignment.

                            DEATH BENEFIT PROVISIONS

If the Insured dies while this Policy is in force, we will pay the Insurance
Proceeds to the Beneficiary when we receive: (1) proof that the Insured died
before the Final Policy Date; and (2) all other requirements deemed necessary to
make payment.

DEATH BENEFIT. The Death Benefit will be determined under either Option A or
Option B below, whichever you have chosen and is in effect at such time.

Under either Option, the duration of insurance coverage depends upon your Net
Cash Surrender Value.

OPTION A. Under Option A, the Death Benefit is the greater of the Face Amount of
insurance, or a percentage of the Policy Account Value on the date of death (see
Table of Percentages, below). Under this Option, the amount of the Death Benefit
is fixed, unless it is determined by such a percentage.

OPTION B. Under Option B, the Death Benefit is the greater of the Face Amount of
insurance plus the Policy Account Value on the date of death, or a percentage of
the Policy Account Value on the date of death (see Table of Percentages, below).
Under this Option, the amount of the Death Benefit is variable.

TABLE OF PERCENTAGES. The following table is used in determining the Death
Benefit under Option A and Option B above. For Attained Ages not shown, the
applicable percentages shall decrease by a ratable portion for each full year.

<TABLE>
<CAPTION>
      ATTAINED AGE                   PERCENTAGE
      ------------                   ----------
<S>                                  <C>
      0 through 40                     250%
</TABLE>


                                     Page 8
<PAGE>

<TABLE>
<CAPTION>
      ATTAINED AGE                   PERCENTAGE
      ------------                   ----------
<S>                                  <C>
             45                         215%
             50                         185%
             55                         150%
             60                         130%
             65                         120%
             70                         115%
      75 through 90                     105%
      95 through 99                     100%
</TABLE>

AMOUNT OF INSURANCE PROCEEDS. The Insurance Proceeds will be determined as of
the date of the Insured's death and will be equal to:

1.    the Death Benefit described above;
2.    plus any additional benefits due under a supplementary benefit rider
      attached to this Policy;
3.    less any loan and accrued loan interest on this Policy;
4.    less any overdue deductions if the death of the Insured occurs during the
      Grace Period.

PAYMENT OF INSURANCE PROCEEDS. We will pay the Insurance Proceeds to the
Beneficiary in a lump sum, unless a Payment Option has been selected. If the
proceeds are payable in a lump sum, we will add interest to the amount of such
proceeds for the period from the date of death to the date of payment. The
amount of interest will be computed at the yearly rate of 3% or any higher rate
declared by us or required by law.

CHANGING THE FACE AMOUNT OF INSURANCE OR DEATH BENEFIT OPTION. During the first
Policy Year, the Death Benefit Option and the Face Amount of insurance will be
as selected at the time of application, as shown in the Policy Schedule.

After the first Policy Year while this Policy is in force, you may change the
Death Benefit Option or the Face Amount, except in the 12-month period following
a Face Amount increase. Any change will be effective as of the Policy Processing
Day that coincides with or next follows the date we approve your written
request, provided we have received the premium required for the change. You may
request a change by completing an application for change. A copy of such
application will be attached to new Policy Schedule pages which will be issued
when the change is approved. The application for change and new Policy Schedule
pages will become a part of this Policy. We may require you to return this
Policy to make a change.

FACE AMOUNT INCREASE. You may request a Face Amount increase subject to the
following:
     (a) you must provide evidence satisfactory to us of the Insured's
         insurability;
     (b) the Insured's Attained Age must be 75 years or less;
     (c) you may not have increased the Face Amount in the prior 12-month
         period;
     (d) the Face Amount increase must be for at least $25,000.

We will deduct the expense charge for an increase in Face Amount shown in the
Policy Schedule from the Policy Account Value as of the effective date of the
increase. The deduction will be made in accordance with the allocation schedule
for monthly deductions in effect at such time.

You may cancel an increase in Face Amount and receive a refund by giving us
written notice no later than 10 days after you receive the new Policy Schedule
pages reflecting the increase. The amount of the refund will be equal to the
monthly deductions for such increase plus the expense charge for the increase in
Face Amount shown in the Policy Schedule. If you cancel the increase but do not
request a refund, we will add the refund to the Policy Account Value. This
amount will be allocated in the same proportion as it was deducted. Any premium
payment made after the increase will not be refunded.

CONVERSION PRIVILEGE FOR INCREASE. You have the right once during the first two
years following the Effective Date of an increase in Face Amount to convert the
increase in Face Amount and receive a life insurance policy that provides for
fixed benefits. No evidence of insurability will be required. The new policy
will have the same Face Amount and Issue Date as the amount and Effective Date
of the increase. Premiums for the new policy will be based on our rates in
effect for the same Attained Age, and Premium Class of the Insured as of the
Effective Date of the increase. A refund will be made equal to the monthly
deductions for such increase plus the expense charge for the increase shown in
the Policy Schedule.

FACE AMOUNT DECREASE. You may request a Face Amount decrease provided:

     (a)  the Face Amount of the Policy after the decrease is not less than the
          minimum amount shown in the Policy Schedule;

     (b)  the amount of the decrease is for at least $25,000;

     (c)  you may not have increased the Face Amount in the prior 12-month
          period;


                                     Page 9
<PAGE>

(d)   if the decrease is made during the first 15 Policy Years, or within 15
      years following the effective date of a Face Amount increase, we will
      deduct a pro rata share of any applicable Surrender Charges from the
      Policy Account Value.

(e)   a decrease in the Face Amount will reduce this Policy's Face Amount in the
      following order:

      1.    the Face Amount attributable to the most recent Face Amount
            increase;
      2.    the Face Amount attributable to the next most recent Face Amount
            increases, successively;
      3.    the Initial Face Amount.

CHANGE FROM DEATH BENEFIT OPTION A TO OPTION B. If you request a change from
Option A to Option B, we will decrease the Face Amount by the Policy Account
Value as of the date of change. We reserve the right to decline to make such a
change if it would reduce the Face Amount below the minimum amount for which we
would then issue this Policy under our rules.

CHANGE FROM DEATH BENEFIT OPTION B TO OPTION A. If you request a change from
Option B to Option A, we will increase the Face Amount by the Policy Account
Value on the date of change.

The decreases and increases in Face Amount described above in connection with
changes in the Death Benefit Option are made so the Death Benefit remains the
same on the date of change. We do not require evidence of insurability, nor do
we deduct a Surrender Charge or the Expense Charge to increase the Face Amount
for such changes.

Tax considerations. We reserve the right to refuse to make a policy change if
such would cause this Policy to fail to qualify as life insurance under
applicable laws, as interpreted by us.

                           PREMIUM PAYMENT PROVISIONS

The Minimum Initial Premium shown in the Policy Schedule is due on or before the
date the Policy is delivered. No insurance will take effect until the Minimum
Initial Premium is paid, while the health and other conditions of the Insured
stay the same as described in the Application for this Policy. Prior to the
Final Policy Date and while this Policy is in force you may make additional
premium payments at any time and in any amount (subject to certain limits
described below). We intend to send premium reminder notices to you for the
Planned Periodic Premium shown in the Policy Schedule, unless at the time of
application or later you request in writing that such notices not be sent. You
do not need to pay the Planned Periodic Premiums and may change their frequency
and amount subject to the limits described below. (However, see Grace Period.)

LIMITS FOR PREMIUM PAYMENTS. Each premium payment after the initial one must be
for at least the Minimum Payment amount shown in the Policy Schedule. We may
increase this minimum amount upon 90 days written notice to you of such
increase. This minimum amount will not exceed $500.

We reserve the right not to accept any portion of premium payments during a
Policy Year if we determine that such portion would cause this Policy to fail to
qualify as life insurance under applicable tax laws, as interpreted by us.

We reserve the right to limit the amount of any premium payment if it increases
the Death Benefit more than it increases the Policy Account Value unless you
provide evidence of the Insured's insurability satisfactory to us.

GRACE PERIOD. During the first five Policy Years, the duration of the insurance
coverage under this Policy depends, in part, upon whether the Net Cash Surrender
Value is sufficient to cover the monthly deductions. If the Net Cash Surrender
Value is not sufficient, we will determine if the Minimum Guarantee Premium has
been paid. If the Net Cash Surrender Value is not sufficient and the sum of the
premiums paid less any loans and partial withdrawals does not equal or exceed
the Minimum Guarantee Premium, the Grace Period described below will begin.
After the first five Policy Years, the duration of the insurance coverage under
this Policy depends solely upon whether the Net Cash Surrender Value is
sufficient to cover the monthly deductions.

If the Net Cash Surrender Value at the beginning of any policy month is less
than the deductions for that month (and during the first five Policy Years, the
Minimum Guarantee Premium has not been


                                     Page 10
<PAGE>

paid), we will send written notice to you and any assignee of record stating
that a Grace Period of 61 days has begun, starting on the date we mail such
notice. The notice will indicate an amount equal to three monthly deductions. If
we do not receive payment of such amount before the end of the Grace Period, we
will withdraw the Policy Account Value including any applicable Surrender Charge
and send you and any assignee of record written notice that the Policy has
lapsed without value.

If the Insured dies during the Grace Period, we will pay the Insurance Proceeds.

REINSTATEMENT. If this Policy has lapsed without value, you may reinstate it
while the Insured is alive if you:

1.    apply for reinstatement within three years after the end of the Grace
      Period;
2.    provide evidence of the Insured's insurability satisfactory to us; and
3.    make a premium payment of an amount sufficient to keep the Policy in force
      for at least three months after the date of reinstatement.

The Effective Date of the reinstated Policy will be the Policy Processing Day,
which coincides with or next follows the date we approve the reinstatement
application.

                             PREMIUM EXPENSE CHARGE

The Premium Expense Charge consists of the following:

1.    Premium Tax Charge; and
2.    Percent of Premium Charge.

The Premium Expense Charge will be deducted from any premiums paid and the
amount remaining will be the Net Premium. The amounts of these charges are shown
in the Policy Schedule.

                              THE SEPARATE ACCOUNT

A Separate Account will be used to support the operation of this Policy and to
support other variable life insurance policies. We will not allocate assets to
the Separate Account to support the operation of any contracts or policies that
are not variable life insurance.

We own the assets in the Separate Account. However, these assets are not part of
our General Account. Income, gains, and losses, whether or not realized, from
assets allocated to the Separate Account will be credited to or charged against
the Separate Account without regard to our other income, gains or losses.

The Separate Account is treated as a unit investment trust under federal
securities laws. It is registered with the Securities and Exchange Commission
(SEC) under the Investment Company Act of 1940 (1940 Act).

The Subaccounts will invest in shares or units of their respective portfolios or
series.

The Separate Account is subject to the laws of the State of Delaware which
regulate the operations of insurance companies incorporated in Delaware. The
investment policies of the Separate Account will not be changed without the
approval of the Delaware Commissioner of Insurance. The approval process has
been filed with the insurance supervisory official of the state in which this
Policy is delivered.

We have the right, subject to compliance with applicable laws, to make additions
to, deletions from, or substitutions for, the shares or units of an investment
company that are held by the Subaccounts or that the Subaccounts may purchase.
We reserve the right to eliminate the shares or units of an eligible portfolio
or series, and to substitute shares or units of another portfolio or series, or
another fund, if the shares or units of the portfolio or series are no longer
available for investments, or if in our judgment further investment in the
portfolio or series should become inappropriate in view of the purposes of the
Subaccount.  In the event of any substitution or


                                     Page 11
<PAGE>

change, we may, subject to your written approval and by appropriate endorsement,
make such changes in this and other policies as may be necessary or appropriate
to reflect the substitution or change.

We also reserve the right to transfer assets of a Subaccount or the Separate
Account, which we determine to be associated with the class of policies to which
this Policy belongs, to another Subaccount or Separate Account. If this type of
transfer is made, the Subaccount or Separate Account specified in this Policy
shall then refer to the Subaccount or Separate Account to which the assets were
transferred.

The Policy Owner will share only in the income, gains, and losses of the
particular Subaccounts to which your Net Premium payments have been allocated or
to which portions of the Policy Account Value have been transferred.

That portion of the assets of the Separate Account which equals the reserves or
other policy liabilities of the policies with respect to the Separate Account
will not be charged with liabilities arising from any other business we conduct.
We have the right to transfer to our General Account any assets of the Separate
Account, which are in excess of such reserves and other policy liabilities.

When permitted by law, we also reserve the right:

1.    to create additional Separate Accounts; to create Subaccounts from, or
      combine or remove Subaccounts from, Separate Accounts; or to combine any
      two or more Separate Accounts;
2.    to operate any one or more of the Separate Accounts as a management
      investment company under the 1940 Act or in any other form permitted by
      law;
3.    to deregister the unit investment trusts under the 1940 Act;
4.    to modify the provisions of this Policy to comply with applicable laws;
5.    to restrict or eliminate any voting rights of policyholders or other
      persons who have voting rights as to the Subaccounts.

We will value the assets of the Subaccounts on each business day.

If you object to a material change in the investment policy of a Subaccount in
which you have at such time a portion of the Policy Account Value, you may
transfer such portion of the Policy Account Value, upon written request, from
that Subaccount, without charge, to another Subaccount or to the Guaranteed
Account. You may then change your premium and deduction allocation percentages.

                POLICY ACCOUNT VALUE: ALLOCATIONS AND TRANSFERS

The Policy Account Value for this Policy is based on the policy values in the
Subaccounts, Guaranteed Account, and the Loan Account to which you have:
allocated Net Premiums; transferred account values; and allocated monthly
deductions. Each allocation percentage must be a whole number.

ALLOCATION OF NET PREMIUMS. Net Premiums will be allocated to the Subaccounts
and the Guaranteed Account on the date we receive such premium payment. The
allocation will be based on the premium allocation percentages then in effect.
The percentage chosen by you at the time of application will apply until you
notify us in writing of a new allocation schedule for premium payments.

ALLOCATION FOR MONTHLY DEDUCTIONS. Monthly Deductions will be allocated to the
Subaccounts and Guaranteed Account based on the allocation percentages chosen by
you at the time of application or as later changed by written request to us. If
we cannot make a monthly deduction on the basis of the allocation schedule then
in effect, we will make such deduction and future deductions based on the
proportion that your Guaranteed Account Value and the value in your Subaccounts
bear to the total unloaned Policy Account Value.

TRANSFERS. We will allow you to make twelve transfers in a Policy Year without
charge. We will make a charge for additional transfers in such Policy Year. The
maximum charge is shown in the Policy Schedule. The transfer charge will be
deducted from the amount being transferred.

Transfers From Subaccounts. You may ask us to transfer all or part of the amount
in one of the Subaccounts to another Subaccount or to the Guaranteed Account.
The minimum amount for


                                     Page 12
<PAGE>

such transfer is the lesser of the amount shown in the Policy Schedule or the
entire value of the Subaccount. The transfer will be made as of the date we
receive your written request at our Service Center.

Transfers From Guaranteed Account. Within 30 days prior to or following any
Policy Anniversary you may ask us to make one transfer for up to 25% of your
Guaranteed Account Value to any of the Subaccounts. The minimum amount for such
transfer is the lesser of the amount shown in the Policy Schedule or your
Guaranteed Account Value on such Policy Anniversary. The date of transfer will
be as of the Policy Anniversary if your written request is received prior to the
Policy Anniversary; if your written request is received after the Policy
Anniversary, the transfer will be made as of the date we receive your request at
our Service Center.

Special Transfer Right. During the first two years following the Policy Issue
Date, you may request one transfer of the entire Policy Account Value in the
Subaccounts to the Guaranteed Account. This request will not count towards the
twelve free transfers in a Policy Year and is not subject to a transfer charge.

                             CALCULATION OF VALUES

BASIS OF CALCULATION. Minimum cash surrender values and maximum cost of
insurance rates are based on the 1980 Commissioners' Standard Ordinary Mortality
Table NB or SB. Cash surrender values are at least equal to those required by
law. Reserves are computed by the Commissioners Reserve Valuation Method. A
detailed statement of how we calculate the values for this Policy has been filed
with the insurance supervisory official of the state in which this Policy is
delivered.

CALCULATION OF VALUE OF SUBACCOUNTS. The Policy Account Value in a
Subaccount at any time is equal to the number of units this Policy then has in
that Subaccount multiplied by the Subaccount's unit value at that time.

Amounts allocated, transferred, or added to a Subaccount are used to purchase
units of that Subaccount; units are redeemed when amounts are deducted,
transferred or withdrawn. The number of units in a Subaccount at any time is
equal to the number of units purchased minus the number of units redeemed up to
such time.

The unit value of a Subaccount on any Valuation Day is equal to the unit value
for that Subaccount on the immediately preceding Valuation Day multiplied by the
Net Investment Factor for that Subaccount on that Valuation Day.

VALUATION DAY AND PERIOD. Assets are valued at the close of a Valuation Day. A
Valuation Day is each day that the New York Stock Exchange is open for business
and any other day in which there is a sufficient degree of trading of the
Subaccount's portfolio of securities to materially affect the value of a
Subaccount.

A Valuation Period is the time between two successive Valuation Days. Each
Valuation Period includes a Valuation Day and any non-Valuation Day or
consecutive non-Valuation Days immediately preceding it.

NET INVESTMENT FACTOR. Each Subaccount has its own Net Investment Factor. The
Net Investment Factor of the Subaccount for a Valuation Period is (a) divided by
(b) minus (c), where:

      (a) is:

            1.    the value of the assets in the Subaccount for the preceding
                  Valuation Period; plus

            2.    the investment income and capital gains, realized or
                  unrealized, credited to those assets during the Valuation
                  Period for which the Net Investment Factor is being
                  determined; minus

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

            4.    any amount charged against the Subaccount for taxes, or any
                  amount we set aside during the Valuation Period as a reserve
                  for taxes attributable to the operation or maintenance of the
                  Subaccount; and

      (b)   is the value of the assets in the preceding Valuation Period; and

      (c)   is a charge no greater than 1.00% per year (0.002739726% for each
            day in the Valuation Period) for mortality and expense risks.


                                    Page 13
<PAGE>

We will value the assets in the Subaccounts at their fair market value in
accordance with accepted accounting practices and applicable laws and
regulations.

CALCULATION OF GUARANTEED ACCOUNT VALUE. The Guaranteed Account Value at any
time is equal to the amounts allocated and transferred to it plus interest
credited to it, minus amounts deducted, transferred and withdrawn from it.
Amounts deducted, transferred, or withdrawn will be on a last in, first out
basis.

We will credit the Guaranteed Account Value with interest at effective annual
rates we determine. These rates will not be less than 4%. For the amount in the
Guaranteed Account at the beginning of a calendar year, we will determine such
interest rates in advance of each calendar year. Such rates will apply to the
calendar year which follows the date of determination. For amounts allocated or
transferred to the Guaranteed Account during a calendar year, we will determine
such interest rates in advance of the date such amount is received or
transferred. Such rates will apply to the end of the calendar year in which the
payment is received or the transfer is made.

Interest will be credited on each Policy Processing Day as follows:

For amounts in the Guaranteed Account for the entire prior policy month, from
the beginning to the end of such policy month;

For amounts allocated to the Guaranteed Account during the prior policy month,
from the date we allocate a Net Premium to the Guaranteed Account or receive a
loan repayment to the end of the policy month;

For amounts transferred to the Guaranteed Account during the prior policy month,
from the date of transfer to the end of the policy month;

For amounts deducted or withdrawn from the Guaranteed Account during the prior
policy month, from the beginning of the prior policy month to the date of
deduction or withdrawal.

MONTHLY DEDUCTIONS. On each Policy Processing Day, beginning on the Policy Date,
we will deduct the following charges from the Policy Account Value:

1.    The Monthly Administrative Charge shown in the Policy Schedule;

2.    On the first 12 Policy Processing Days, the Initial Administrative Charge
      shown in the Policy Schedule;

3.    The monthly cost of any benefits provided by rider to this Policy, in
      accordance with such rider;

4.    The monthly cost of insurance charge, as described below, and in
      accordance with provisions in any rider attached to this Policy.

The monthly cost of insurance charge is: (a) multiplied by the result of (b)
minus (c):

      (a)   is the current monthly cost of insurance rate per $1000 divided by
            1000;

and the result of (b) minus (c) is the net amount at risk where:

      (b)   is your current Death Benefit; and

      (c)   is your Policy Account Value (after other deductions but before cost
            of insurance).

The cost of insurance rates are based on the Insured's Attained Age, Premium
Class and duration. For the Initial Face Amount, we will use the Premium Class
as of the Policy Issue Date. For each Face Amount increase, we will use the
Premium Class and duration applicable to the increase. Current cost of insurance
rates will be determined by the Company based on our expectations as to future
mortality costs and expenses. However, these rates will never exceed those shown
in the Table of Guaranteed Maximum Cost of Insurance Rates Per $1000 of Net
Amount At Risk shown in the Policy Schedule. If Death Benefit Option A is in
effect and there have been Face Amount increases, the Policy Account Value will
first be considered as part of the Initial Face Amount. If the Policy Account
Value exceeds the Initial Face Amount, it will be considered as a part of the
increases in Face Amount in the order of such increases.

OTHER DEDUCTIONS. We also make the following other deductions from the Policy
Account Value as they occur:

1.    Charge for partial withdrawal of Net Cash Surrender Value;

2.    Surrender charges if during the first 15 Policy Years or within 15 years
      of the effective date of an increase in Face Amount, you surrender this
      policy for its Net Cash Surrender Value, reduce the Face Amount of
      insurance, or this policy lapses at the end of a Grace Period;

3.    Charge to increase the Face Amount of insurance;


                                    Page 14
<PAGE>

4.    Charge for certain transfers of the Policy Account Value.

                           SURRENDERS AND WITHDRAWALS

SURRENDER FOR NET CASH SURRENDER VALUE. You may surrender this Policy for its
Net Cash Surrender Value at any time while the Insured is living. The Net Cash
Surrender Value of this Policy at any time is equal to the Policy Account Value
on such date less any Surrender Charge and any Additional Surrender Charge, less
any outstanding policy loan and accrued interest. We will determine the Net Cash
Surrender Value on the date we receive your signed written surrender request at
our Service Center. Coverage under this Policy will end on the date you send the
surrender request to us.

SURRENDER CHARGE. If you surrender this Policy for its Net Cash Surrender Value
during the first 15 Policy Years, or if this Policy lapses during the first 15
Policy Years, we will deduct a Surrender Charge from the Policy Account Value.
This Surrender Charge has two parts: the Deferred Administrative Charge and the
Deferred Sales Charge. The amounts of such charges are shown in the Policy
Schedule.

If you request a reduction in the Initial Face Amount during any of the first 15
Policy Years, we will deduct a pro rata Surrender Charge from the Policy Account
Value as of the effective date of such reduction. The amount of such pro rata
Surrender Charge will be the Surrender Charge multiplied by the amount of the
reduction in the Initial Face Amount divided by the Initial Face Amount as of
the effective date of such reduction.

We will allocate the pro rata Surrender Charge based on the proportion that your
Guaranteed Account Value and the value in your Subaccounts bear to the total
unloaned Policy Account Value.

ADDITIONAL SURRENDER CHARGE. If you surrender this Policy for its Net Cash
Surrender Value within 15 years of the effective date of an increase in Face
Amount or if this policy lapses within 15 years of the effective date of an
increase in Face Amount, we will deduct an Additional Surrender Charge from the
Policy Account Value. The Additional Surrender Charge has two parts: the
Deferred Additional Administrative Charge and the Deferred Additional Sales
Charge. The amount of such charge or charges will be shown in the Policy
Schedule pages issued when you increase the Face Amount.

If you request a reduction in Face Amount within 15 years of the effective date
of a Face Amount increase, we will deduct a pro rata Additional Surrender Charge
from the Policy Account Value as of the effective date of such reduction. The
amount of such pro rata Additional Surrender Charge will be the Additional
Surrender Charge applicable to the Face Amount increase multiplied by the amount
of reduction in the Face Amount increase divided by the amount of the Face
Amount increase as of the effective date of such reduction.

We will allocate the pro rata Additional Surrender Charge based on the
proportion that your Guaranteed Account Value and the value in your Subaccounts
bear to the total unloaned Policy Account Value.

PARTIAL WITHDRAWAL OF NET CASH SURRENDER VALUE. After the first Policy Year, you
may make a written request for a partial withdrawal of the Net Cash Surrender
Value, subject to the restrictions below and the minimum amount shown in the
Policy Schedule. As of the date we receive your request at our Service Center,
we will reduce the Policy Account Value by the amount withdrawn plus the expense
charge for a partial withdrawal shown in the Policy Schedule. If Death Benefit
Option A is in effect, we will reduce the Face Amount by such amount.

We will allocate the withdrawal and expense charge based on the proportion that
your Guaranteed Account Value and the value in your Subaccounts bear to the
total unloaned Policy Account Value or to the specified Subaccounts based on the
percentages you specify at the time of your withdrawal.

We reserve the right to decline your withdrawal request if: the Face Amount
would be reduced below the minimum amount for which we would then issue this
policy under our rules; or we determine that the withdrawal would cause this
Policy to fail to qualify as life insurance under applicable tax laws, as
interpreted by us.


                                    Page 15
<PAGE>

If we approve your request, we will issue revised Policy Schedule pages
reflecting the changes, if any. The revised pages will become a part of this
Policy. We may require you to return the Policy to make the change.

                             POLICY LOAN PROVISIONS

You may borrow from this Policy while it has a loan value. This Policy will be
the only security for the loan. Any policy loan must be for at least the minimum
amount shown in the Policy Schedule. The maximum amount which may be borrowed is
the Net Cash Surrender Value. We will allocate the loan based on the proportion
that your Guaranteed Account Value and the value of your Subaccounts bear to the
total unloaned Policy Account Value or to the specified Subaccounts based on the
percentages you specify at the time of your loan.

The collateral for the loan will be the loan amount plus accrued interest to the
next Policy Anniversary less interest at 4% per annum which will be earned to
such Policy Anniversary. The collateral for the loan will be deducted from each
account and transferred to the Loan Account. The collateral for any existing
loan will be recalculated: (1) when loan interest is paid or treated as part of
the loaned amount; (2) when a loan repayment is made; and (3) when a new loan is
made.

EFFECT OF LOANS. A policy loan will have a permanent effect on your benefits
under this Policy, even if it is repaid. The loan amount which is transferred to
the Loan Account will be maintained separately.

INTEREST RATE CHARGED ON LOANS. We will charge interest on loans at the fixed
yearly rate of 6%. Loan interest is due at the end of each Policy Year. If you
do not pay the interest when it is due, we will add it to the outstanding loan.
The unpaid interest will then be treated as part of the loaned amount and bear
interest at the policy loan interest rate. We will allocate the unpaid interest
based on the percentages you specified for your last loan. If the value in the
specified Subaccounts is insufficient to allow the collateral for the unpaid
interest to be deducted or no percentages were specified by you, then we will
allocate the unpaid interest based on the proportion that your Guaranteed
Account Value and the value of your Subaccounts bear to the total unloaned
Policy Account Value.

LOAN INTEREST CREDITED. We will credit the Loan Account with interest at an
effective annual rate we determine. This rate will not be less than 4%. We will
determine such rate in advance of each calendar year. This rate will apply to
the calendar year which follows the date of determination. Loan interest
credited will be transferred to each of your accounts: (1) when loan interest is
paid or treated as part of the loaned amount; (2) when a loan repayment is made;
and (3) when a new loan is made.

LOAN REPAYMENTS. You may repay all or part of a policy loan at any time while
the Insured is alive and this Policy is in force. We will assume that any
payments made while there is an outstanding loan on this Policy is a loan
repayment, unless you tell us, in writing, that such is a premium payment.

Repayments will first be allocated to the accounts based on the allocation of
the outstanding loan from each account as of the date of repayment. Any
repayment in excess of the amount of the outstanding loan will be allocated
based on the amount of accrued interest for the outstanding loan.

Failure to repay a loan or pay loan interest will not cause this Policy to lapse
unless the Net Cash Surrender Value on the Policy Processing Day is less than
the monthly deduction due. In that event, the Grace Period provision will apply.

                                PAYMENT OPTIONS

Payments under these Options will not be affected by the investment experience
of any Subaccount after proceeds are applied under such Options.

Instead of being paid in one sum, the proceeds of this Policy may be paid under
one of the following Options:

OPTION 1 - PROCEEDS AT INTEREST. We will pay interest on the proceeds at 12, 6,
3 or 1 month


                                    Page 16
<PAGE>

intervals, as elected. The interest per interval for each $1,000 of proceeds is
shown in the table below:

<TABLE>
<CAPTION>
   INTERVAL IN MONTHS          AMOUNT OF INTEREST
   ------------------          ------------------
<S>                            <C>
             12                        $30.00
             6                         14.89
             3                          7.42
             1                          2.47
</TABLE>

OPTION 2 - INSTALLMENTS OF A SPECIFIED AMOUNT. We will pay the proceeds in equal
installments of the amount elected with our consent at 12, 6, 3, or 1 month
intervals. We will add interest on the balance of proceeds to such balance each
year. We will pay installments until the proceeds and interest are exhausted.
The last installment will be for the balance only of the proceeds and interest.

OPTION 3 - INSTALLMENTS FOR A SPECIFIED PERIOD. We will pay the proceeds in the
number of equal monthly installments certain set forth in the election. We will
base the amount of each installment on the Option 3 table. If so elected, the
installments may be paid at 12, 6 or 3 month intervals. The amount of each
installment in such case will be the product of the monthly installment and the
factor shown in the table below:

<TABLE>
<CAPTION>
                                FACTOR APPLIED TO
INTERVALS IN MONTHS             MONTHLY INSTALLMENTS
-------------------             --------------------
<S>                             <C>
    12                                     11.839
     6                                      5.963
     3                                      2.993
</TABLE>

OPTION 4 - LIFE INCOME. We will use the proceeds to provide equal monthly
installments during the payee's life. We will pay the installments, as elected,
either without installments certain or with installments certain for 120 months,
for 240 months, or until the proceeds are refunded.

"Until the proceeds are refunded" means until the sum of the installments paid
by us equals the amount of proceeds settled under this Option. We will base the
amount of each installment on the Option 4 table.

OPTION 5 - JOINT AND SURVIVOR LIFE INCOME. We will use the proceeds to provide
equal monthly installments, with a number of installments certain, during the
joint lives of the payee and one other person and during the life of the
survivor.

We will pay the installments certain for either 120 or 240 months, as elected.
We will base the amount of each installment on the Option 5 table.

DATE OF FIRST PAYMENT. We will make the first payment under Option 1 at the end
of the first payment interval. We will make the first payment under Option 2, 3,
4 or 5 on the date on which the Option takes effect.

INTEREST. The interest rate underlying all of the above Options is 3% per year.
Additional interest may be declared each year by us. Such additional interest
will:

1.    increase the interest payment under Option 1;
2.    be added to the proceeds under Option 2; or
3.    increase the installments certain under Option 3, 4 or 5.

WITHDRAWAL OR COMMUTATION. If expressly provided in the election of the Option
but not otherwise, the payee will have the right to:

1.    withdraw all or part of the balance of the proceeds under Option 1 or 2;
      or

2.    take in one sum the commuted value of any balance of the installments
      certain under Option 3, 4, or 5.

Partial withdrawals will be subject to our published minimum amount limits in
effect at the time the Option is elected. Such commuted value will be based on
compound interest at a yearly rate of 3%. Under Option 4 or 5, no installments
other than installments certain may be commuted.

We may defer payment of the amount withdrawn or commuted for a period not
exceeding 6 months.

SETTLEMENT AT DEATH OF PAYEE. After the death of the payee (the survivor in the
case of Option 5), we will make payment as directed in the election of the
Option. Such direction is subject to our approval.

The amount subject to such payment will be:

1.    any balance of proceeds, with accrued interest, under Option 1 or 2; or

2.    the value of any remaining installments certain under Option 3, 4 or 5.


                                    Page 17
<PAGE>

                  OPTION 3 - INSTALMENTS FOR A SPECIFIED PERIOD
Monthly Instalments for Each $1,000 of the Proceeds of This Policy Settled Under
                                    Option 3

<TABLE>
<CAPTION>
                                              Monthly Instalments Certain
                                              ---------------------------
No.     Amount    No.     Amount      No.    Amount      No.    Amount    No.    Amount    No.     Amount
---     ------    ---     ------      ---    ------      ---    ------    ---    ------    ---     ------
<S>   <C>         <C>    <C>          <C>    <C>         <C>    <C>       <C>    <C>       <C>     <C>
12      $84.47    72       $15.14     132    $8.86       192    $6.53     252      $5.32   312     $4.59
24       42.86    84        13.16     144     8.24       204     6.23     264       5.15   324      4.47
36       28.99    96        11.68     156     7.71       216     5.96     276       4.99   336      4.37
48       22.06    108       10.53     168     7.26       228     5.73     288       4.84   348      4.27
60       17.91    120        9.61     180     6.87       240     5.51     300       4.71   360      4.18
</TABLE>

                             OPTION 4 - LIFE INCOME

Monthly Instalments for Each $1,000 of the Proceeds of This Policy Settled Under
                                    Option 4
      Where the incomes are the same the longer certain period will apply.

<TABLE>
<CAPTION>
           Number of Monthly Instalments                         Number of Monthly Instalments
                    Certain                                                Certain
           -----------------------------                         -----------------------------
Age of                                                Age of
Payee*                                     Until      Payee*                                      Until
                                         Proceeds                                              Proceeds
           None      120          240       Are                 None       120          240       Are
                                         Refunded                                              Refunded
          -----     -----        -----   --------     ------   -----      -----        -----   --------
<S>       <C>       <C>          <C>      <C>          <C>     <C>        <C>          <C>      <C>
5 * *     $2.75     $2.75        $2.75    $2.74        25      $3.02      $3.02        $3.01    $3.01
6          2.76      2.76         2.76     2.75        26       3.04       3.04         3.03     3.02
7          2.77      2.77         2.77     2.76        27       3.06       3.06         3.05     3.04
8          2.78      2.78         2.78     2.77        28       3.08       3.08         3.07     3.06
9          2.79      2.79         2.79     2.78        29       3.10       3.10         3.09     3.09

10         2.80      2.80         2.80     2.79        30       3.13       3.12         3.12     3.11
11         2.81      2.81         2.81     2.80        31       3.15       3.15         3.14     3.13
12         2.82      2.82         2.82     2.82        32       3.18       3.17         3.16     3.15
13         2.83      2.83         2.83     2.83        33       3.20       3.20         3.19     3.18
14         2.85      2.85         2.84     2.84        34       3.23       3.23         3.22     3.20

15         2.86      2.86         2.86     2.85        35       3.26       3.26         3.24     3.23
16         2.87      2.87         2.87     2.86        36       3.29       3.29         3.27     3.26
17         2.89      2.89         2.88     2.88        37       3.32       3.32         3.30     3.29
18         2.90      2.90         2.90     2.89        38       3.35       3.35         3.33     3.32
19         2.92      2.92         2.91     2.91        39       3.39       3.38         3.37     3.35

20         2.93      2.93         2.93     2.92        40       3.42       3.42         3.40     3.38
21         2.95      2.95         2.94     2.94        41       3.46       3.46         3.43     3.42
22         2.96      2.96         2.96     2.95        42       3.50       3.50         3.47     3.45
23         2.98      2.98         2.98     2.97        43       3.54       3.54         3.51     3.49
24         3.00      3.00         2.99     2.99        44       3.59       3.58         3.55     3.53
</TABLE>

<TABLE>
<CAPTION>
        Number of Monthly Instalments                           Number of Monthly Instalments
                    Certain                                                  Certain
           -----------------------------                         -----------------------------
Age of
Payee*
                                            Until      Age of                                    Until
          None       120       240         Proceeds    Payee*     None         120       240    Proceeds
                                             Are                                                  Are
                                           Refunded                                             Refunded
          -----     -----        -----   --------     ------   -----      -----        -----   --------
<S>       <C>       <C>         <C>         <C>         <C>      <C>         <C>       <C>      <C>
 45       $3.63     $3.63       $3.59       $3.57       65       $5.35       $5.22     $4.79    $4.97
 46        3.68      3.67        3.63        3.61       66        5.51        5.36      4.86     5.08
 47        3.73      3.72        3.68        3.66       67        5.67        5.50      4.93     5.20
 48        3.79      3.77        3.72        3.70       68        5.85        5.65      5.00     5.33
 49        3.84      3.83        3.77        3.75       69        6.04        5.80      5.06     5.47

 50        3.90      3.89        3.82        3.80       70        6.25        5.96      5.12     5.61
 51        3.97      3.95        3.88        3.86       71        6.47        6.14      5.18     5.76
 52        4.03      4.01        3.93        3.91       72        6.71        6.31      5.23     5.93
 53        4.10      4.08        3.99        3.97       73        6.97        6.50      5.28     6.10
 54        4.18      4.15        4.04        4.03       74        7.26        6.69      5.32     6.28

 55        4.25      4.22        4.11        4.10       75        7.56        6.89      5.35     6.48
 56        4.34      4.30        4.17        4.17       76        7.90        7.09      5.39     6.68
 57        4.42      4.38        4.23        4.24       77        8.26        7.29      5.41     6.90
 58        4.52      4.47        4.30        4.31       78        8.65        7.49      5.43     7.13
 59        4.61      4.56        4.37        4.39       79        9.07        7.69      5.45     7.38

 60        4.72      4.66        4.44        4.48       80        9.53        7.89      5.47     7.64
 61        4.83      4.76        4.51        4.56       81       10.03        8.08      5.48     7.91
 62        4.95      4.86        4.58        4.66       82       10.57        8.26      5.49     8.21
 63        5.07      4.98        4.65        4.75       83       11.16        8.43      5.49     8.51
 64        5.21      5.10        4.72        4.86       84       11.79        8.59      5.50     8.83
                                                        85 +     12.48        8.74      5.50     9.18
</TABLE>


                                    Page 18
<PAGE>
                    OPTION 5 - JOINT AND SURVIVOR LIFE INCOME
       MONTHLY INSTALMENTS FOR EACH $1,000 OF THE PROCEEDS OF THIS POLICY
                             SETTLED UNDER OPTION 5

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                            WITH 120 MONTHLY INSTALMENTS CERTAIN
---------------------------------------------------------------------------------------------------------------------------
 Age of                                              Age of Other Payee*
Insured*
          -----------------------------------------------------------------------------------------------------------------
            50    51    52    53    54    55    56    57    58    59    60    61    62    63    64    65    70    75    80
---------------------------------------------------------------------------------------------------------------------------
<S>       <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
   50     $3.60 $3.63 $3.66 $3.69 $3.72 $3.75 $3.77 $3.80 $3.83 $3.85 $3.88 $3.90 $3.92 $3.95 $3.97 $3.99 $4.08 $4.14 $4.18
   51      3.62  3.65  3.68  3.71  3.74  3.77  3.80  3.83  3.86  3.89  3.91  3.94  3.97  3.99  4.01  4.04  4.13  4.20  4.25
   52      3.64  3.67  3.70  3.74  3.77  3.80  3.83  3.86  3.89  3.92  3.95  3.98  4.01  4.03  4.06  4.08  4.19  4.27  4.32
   53      3.66  3.69  3.72  3.76  3.79  3.82  3.86  3.89  3.92  3.96  3.99  4.02  4.05  4.08  4.11  4.13  4.25  4.34  4.40
   54      3.67  3.71  3.74  3.78  3.81  3.85  3.89  3.92  3.96  3.99  4.02  4.06  4.09  4.12  4.15  4.18  4.31  4.41  4.48

   55      3.69  3.72  3.76  3.80  3.84  3.87  3.91  3.95  3.99  4.02  4.06  4.10  4.13  4.17  4.20  4.23  4.37  4.48  4.56
   56      3.70  3.74  3.78  3.82  3.86  3.90  3.94  3.98  4.02  4.06  4.10  4.13  4.17  4.21  4.25  4.28  4.44  4.56  4.64
   57      3.72  3.76  3.80  3.84  3.88  3.92  3.96  4.00  4.05  4.09  4.13  4.17  4.21  4.25  4.29  4.33  4.50  4.64  4.73
   58      3.73  3.77  3.81  3.86  3.90  3.94  3.99  4.03  4.08  4.12  4.17  4.21  4.25  4.30  4.34  4.38  4.57  4.72  4.82
   59      3.74  3.79  3.83  3.87  3.92  3.96  4.01  4.06  4.10  4.15  4.20  4.25  4.29  4.34  4.38  4.43  4.64  4.80  4.92

   60      3.75  3.80  3.84  3.89  3.94  3.98  4.03  4.08  4.13  4.18  4.23  4.28  4.33  4.38  4.43  4.48  4.71  4.89  5.02
   61      3.77  3.81  3.86  3.91  3.95  4.00  4.05  4.11  4.16  4.21  4.26  4.32  4.37  4.42  4.48  4.53  4.77  4.98  5.12
   62      3.78  3.82  3.87  3.92  3.97  4.02  4.07  4.13  4.18  4.24  4.29  4.35  4.41  4.46  4.52  4.58  4.84  5.07  5.23
   63      3.79  3.83  3.88  3.93  3.99  4.04  4.09  4.15  4.21  4.26  4.32  4.38  4.44  4.50  4.56  4.62  4.91  5.16  5.34
   64      3.80  3.84  3.90  3.95  4.00  4.06  4.11  4.17  4.23  4.29  4.35  4.41  4.48  4.54  4.60  4.67  4.98  5.25  5.45

   65      3.80  3.85  3.91  3.96  4.01  4.07  4.13  4.19  4.25  4.31  4.38  4.44  4.51  4.58  4.64  4.71  5.05  5.35  5.57

   70      3.84  3.89  3.95  4.01  4.07  4.13  4.20  4.27  4.34  4.41  4.49  4.57  4.65  4.73  4.82  4.91  5.36  5.81  6.18

   75      3.86  3.92  3.98  4.04  4.11  4.17  4.25  4.32  4.40  4.48  4.57  4.66  4.75  4.84  4.94  5.05  5.62  6.23  6.78

   80      3.87  3.93  4.00  4.06  4.13  4.20  4.27  4.35  4.44  4.52  4.61  4.71  4.81  4.91  5.02  5.14  5.79  6.54  7.27
</TABLE>

* On birthday nearest to due date of first instalment. The amount of the monthly
instalment for any combination of ages not shown in this table will be furnished
on request.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                            WITH 240 MONTHLY INSTALMENTS CERTAIN
---------------------------------------------------------------------------------------------------------------------------
 Age of                                              Age of Other Payee*
Insured*
          -----------------------------------------------------------------------------------------------------------------
            50    51    52    53    54    55    56    57    58    59    60    61    62    63    64    65    70    75    80
---------------------------------------------------------------------------------------------------------------------------
<S>       <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
50        $3.60 $3.63 $3.65 $3.68 $3.71 $3.73 $3.76 $3.79 $3.81 $3.84 $3.86 $3.88 $3.90 $3.92 $3.94 $3.96 $4.03 $4.06 $4.08
51         3.61  3.64  3.67  3.70  3.73  3.76  3.79  3.82  3.84  3.87  3.89  3.92  3.94  3.96  3.98  4.00  4.08  4.12  4.14
52         3.63  3.66  3.69  3.72  3.76  3.79  3.82  3.85  3.87  3.90  3.93  3.95  3.98  4.00  4.02  4.05  4.13  4.17  4.19
53         3.65  3.68  3.71  3.75  3.78  3.81  3.84  3.87  3.90  3.93  3.96  3.99  4.02  4.04  4.07  4.09  4.18  4.23  4.25
54         3.66  3.70  3.73  3.77  3.80  3.83  3.87  3.90  3.93  3.97  4.00  4.03  4.06  4.08  4.11  4.13  4.23  4.29  4.31

55         3.68  3.71  3.75  3.79  3.82  3.86  3.89  3.93  3.96  4.00  4.03  4.06  4.09  4.12  4.15  4.18  4.29  4.35  4.38
56         3.69  3.73  3.77  3.80  3.84  3.88  3.92  3.95  3.99  4.03  4.06  4.10  4.13  4.16  4.19  4.22  4.34  4.41  4.44
57         3.70  3.74  3.78  3.82  3.86  3.90  3.94  3.98  4.02  4.06  4.09  4.13  4.17  4.20  4.24  4.27  4.40  4.47  4.50
58         3.72  3.76  3.80  3.84  3.88  3.92  3.96  4.00  4.04  4.09  4.13  4.16  4.20  4.24  4.28  4.31  4.45  4.53  4.57
59         3.73  3.77  3.81  3.85  3.90  3.94  3.98  4.03  4.07  4.11  4.15  4.20  4.24  4.28  4.31  4.35  4.50  4.59  4.63

60         3.74  3.78  3.82  3.87  3.91  3.96  4.00  4.05  4.09  4.14  4.18  4.23  4.27  4.31  4.35  4.39  4.55  4.65  4.69
61         3.75  3.79  3.84  3.88  3.93  3.97  4.02  4.07  4.12  4.16  4.21  4.26  4.30  4.35  4.39  4.43  4.61  4.71  4.76
62         3.76  3.80  3.85  3.89  3.94  3.99  4.04  4.09  4.14  4.19  4.23  4.28  4.33  4.38  4.42  4.47  4.66  4.77  4.82
63         3.77  3.81  3.86  3.91  3.95  4.00  4.05  4.10  4.16  4.21  4.26  4.31  4.36  4.41  4.46  4.50  4.70  4.83  4.88
64         3.77  3.82  3.87  3.92  3.97  4.02  4.07  4.12  4.17  4.23  4.28  4.33  4.39  4.44  4.49  4.54  4.75  4.88  4.94

65         3.78  3.83  3.88  3.93  3.98  4.03  4.08  4.14  4.19  4.25  4.30  4.36  4.41  4.46  4.52  4.57  4.79  4.93  5.00

70         3.81  3.86  3.91  3.96  4.02  4.07  4.13  4.19  4.25  4.31  4.38  4.44  4.50  4.57  4.63  4.69  4.97  5.15  5.24

75         3.82  3.87  3.92  3.98  4.03  4.09  4.16  4.22  4.28  4.35  4.42  4.48  4.55  4.62  4.69  4.76  5.07  5.28  5.38

80         3.82  3.87  3.93  3.98  4.04  4.10  4.16  4.23  4.29  4.36  4.43  4.50  4.57  4.64  4.71  4.78  5.11  5.33  5.44
</TABLE>

*On birthday nearest to due date of first instalment. The amount of the monthly
instalment for any combination of ages not shown in this table will be furnished
on request.


Form SO-1980U                        Page 19
<PAGE>
                                  ENDORSEMENTS












                    A GUIDE TO THE PROVISIONS OF THIS POLICY

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Allocations and Transfers ...............................................   12
Calculation of Values ...................................................   13
Death Benefit Provisions ................................................   8
Definitions .............................................................   6
General Provisions ......................................................   6
Payment Options .........................................................   16
Policy Description ......................................................   2
Policy Loan provisions ..................................................   16
Policy Owner & Beneficiary Provisions ...................................   8
Policy Schedule & Specifications ........................................   3
Premium Expense Charge ..................................................   11
Premium Payment Provisions ..............................................   10
The Separate Account ....................................................   11
Surrenders and Withdrawals ..............................................   15
</TABLE>


Form VL206
<PAGE>
           Flexible Premium Adjustable Variable Life Insurance Policy
         Insurance Proceeds payable upon death before Final Policy Date
  Policy Account Value payable on Final Policy Date / Adjustable Death Benefit
   Values provided by this Policy are based on declared interest rates of the
Guaranteed and Loan Accounts and on the investment experience of the Subaccounts
                   Non-participating / Employee Benefit Series




                 NATIONWIDE LIFE AND ANNUITY COMPANY OF AMERICA
                     300 Continental Drive, Newark, DE 19713


Form VL206
<PAGE>
                                 POLICY SCHEDULE


INSURED            JOHN DOE

POLICY NUMBER      9,000,000            09/01/2002     POLICY ISSUE DATE

FACE AMOUNT        $50,000.00           35             ISSUE AGE

DEATH BENEFIT      OPTION A             09/01/2002     POLICY DATE

PREMIUM CLASS      STANDARD             09/01/2067     FINAL POLICY DATE


                                    BENEFITS

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE (EBS)
     INITIAL FACE AMOUNT $50,000.00






This Policy provides life insurance coverage on the Insured until the final
policy date, provided the Net Cash Surrender Value is sufficient to cover the
deductions for the cost to that date of the benefits of this Policy and of any
riders. You may have to pay more than the premiums shown below to keep this
Policy and coverage in force to that date, and to keep any additional riders in
force.


MINIMUM INITIAL PREMIUM - $367.50

PLANNED PERIODIC PREMIUM - $500.00   PAYABLE ANNUALLY

MINIMUM ANNUAL PREMIUM - $367.50

MINIMUM FACE AMOUNT - $50,000.00

MINIMUM PAYMENT - $20.00

PARTIAL WITHDRAWAL - MINIMUM AMOUNT $1,500.00

TRANSFERS - MINIMUM AMOUNT $1,000.00

POLICY LOAN - FIXED 6.00% POLICY LOAN INTEREST RATE

                MINIMUM LOAN AMOUNT $500.00


Form VL206                           PAGE 3
<PAGE>
                                 POLICY SCHEDULE
                                   (Continued)

                                                       POLICY NUMBER   9,000,000

                                 EXPENSE CHARGES


PREMIUM EXPENSE CHARGE

      CONSISTS OF THE FOLLOWING:

      1.    A Premium Tax Charge of 2% will be deducted from each premium
            payment for state and local premium taxes. We reserve the right to
            change this percentage if the applicable law changes or the
            insured's residence changes.

      2.    A percent of premium charge not exceeding 10% will be deducted from
            each premium payment.

INITIAL ADMINISTRATIVE CHARGE

            $5.00 deducted monthly from the Policy Account Value on the first 12
            policy processing days.

MONTHLY ADMINISTRATIVE CHARGE

            $7.50 deducted monthly from the Policy Account Value. We reserve the
            right to increase this charge, but it will not be greater than
            $11.00 a month.

FOR PARTIAL WITHDRAWAL OF NET CASH SURRENDER VALUE

            $25.00 deducted from the Policy Account Value whenever you make a
            partial withdrawal.

FOR AN INCREASE IN FACE AMOUNT

            $60.00 plus $0.50 per $1,000 of increase in face amount, but not
            greater than $750.00, deducted from the Policy Account Value. We
            reserve the right to increase this charge, but it will not be
            greater than $60.00 plus $3.00 per $1,000.

FOR TRANSFERS

            After the first twelve transfers of amounts among your investment
            options during a Policy Year, we will charge $25.00 for each
            additional transfer during that Policy Year.


Form VL206                           PAGE 4
<PAGE>
                                 POLICY SCHEDULE
                                   (Continued)

                                                       POLICY NUMBER   9,000,000

                                SURRENDER CHARGES


If this Policy is surrendered or lapses during the first 15 Policy Years, we
will deduct a Surrender Charge from the Policy Account Value in determining its
Net Cash Surrender Value. The Surrender Charge consists of Deferred
Administrative Charge and the Deferred Sales Charge


The Deferred Administrative Charge at any time during the policy year is the
amount shown in the table below for that year, less the amount of any pro rata
Deferred Administrative Charge previously paid under this Policy.


The Deferred Sales Charge at any time during the Policy Year is equal to (A)
minus (B) where: (A) is the lessor of: (1) the maximum charge shown in the table
below for that year; or (2) an amount equal to 35% of all premium payments paid
to such time; and (B) is the amount of any pro rata Deferred Sales Charge
previously paid under this Policy.


<TABLE>
<CAPTION>
               DEFERRED       MAXIMUM                    DEFERRED        MAXIMUM
POLICY          ADMIN          SALES        POLICY        ADMIN           SALES
 YEAR           CHARGE        CHARGE         YEAR         CHARGE         CHARGE
<S>            <C>            <C>           <C>          <C>             <C>
   1           245.00         437.85           9         171.50          306.50
   2           245.00         437.85          10         147.00          262.71
   3           245.00         437.85          11         122.50          218.93
   4           245.00         437.85          12          98.00          175.14
   5           245.00         437.85          13          73.50          131.36
   6           245.00         437.85          14          49.00           87.57
   7           220.50         394.07          15          24.50           43.78
   8           196.00         350.28
</TABLE>

If the Face Amount of this Policy is decreased at any time during the first 15
Policy Years, a pro rata share of the Surrender Charge will be deducted.

If the Face Amount of this Policy is increased at any time, and within 15 years
of the effective date of such increase you decrease the Face Amount or surrender
this Policy, a Deferred Administrative Charge and Deferred Additional Sales
Charge will be deducted.


Form VL206                           PAGE 4A
<PAGE>
                               POLICY SCHEDULE
                                   (Continued)


                                                       POLICY NUMBER   9,000,000


GUARANTEED MONTHLY COST OF INSURANCE RATES PER $1,000 NET AMOUNT AT RISK

<TABLE>
<CAPTION>
ATTAINED                      ATTAINED                 ATTAINED
  AGE            RATE           AGE        RATE          AGE             RATE
<S>             <C>           <C>         <C>          <C>              <C>
   35           0.20833          57       1.37917         79            8.32583
   36           0.22250          58       1.49417         80            8.92833
   37           0.24083          59       1.61333         81            9.59250
   38           0.26167          60       1.74417         82            10.33583
   39           0.28583          61       1.89333         83            11.16750
   40           0.31250          62       2.06250         84            12.08083
   41           0.34500          63       2.25750         85            13.00667
   42           0.37750          64       2.47167         86            13.97917
   43           0.41417          65       2.70417         87            14.91917
   44           0.45167          66       2.94417         88            15.97833
   45           0.49500          67       3.19417         89            17.00333
   46           0.53750          68       3.44500         90            18.11833
   47           0.58417          69       3.71333         91            19.29833
   48           0.63333          70       4.00500         92            20.57333
   49           0.68750          71       4.33500         93            22.12083
   50           0.74583          72       4.71333         94            24.11333
   51           0.81167          73       5.14333         95            27.07417
   52           0.88583          74       5.61583         96            31.74750
   53           0.97000          75       6.13667         97            39.80750
   54           1.06417          76       6.67583         98            54.78167
   55           1.16333          77       7.22000         99            83.33333
   56           1.27000          78       7.76417
</TABLE>


FORM VL206                          PAGE 5