CHARTER NATIONAL LIFE INSURANCE COMPANY
               8301 MARYLAND AVENUE o SAINT LOUIS, MISSOURI 63105

                           FLEXIBLE PREMIUM VARIABLE
                             LIFE INSURANCE POLICY
          The Amount or Duration of the Death Benefit May Be Fixed or
                      Variable Under Specified Conditions.
                 Cash Values May Increase or Decrease Daily in
            Accordance With the Experience of the Separate Account.
              Cash Values Are Not Guaranteed as to Dollar Amounts.
                                 Loan Provision
                                Nonparticipating

If  the  insured  dies  while  this Policy is in force, We will pay at least the
Minimum  Death  Benefit  less  indebtedness  to  the Beneficiary. The method for
determining  the variable amount of Death Benefit can be found under the Payment
of  Claims  Benefit  provision.

Ten-Day  Right  To  Examine  Policy - The Owner may receive a full refund of all
premium(s)  paid  by  returning this Policy to Us or to our Agent for any reason
within ten days from the date it is delivered. The Policy will be void as of the
Effective  Date.

Signed  for  the  Company  in  St.  Louis,  Missouri,  on  the  Effective  Date.



               /S/                          /S/
               Secretary                    President

    This is a Legal Contract Between You and Us. Read Your Policy Carefully.



<PAGE>
                                     PAGE 2

                              BENEFITS AND PREMIUM

FLEXIBLE PREMIUM VARIABLE LIFE


INITIAL DEATH BENEFIT                              $68,177

INITIAL PREMIUM                                 $15,000.00

GUIDELINE SINGLE PREMIUM                        $15,000.00

SEPARATE ACCOUNT - CHARTER NATIONAL VARIABLE ACCOUNT

ALLOCATION OF INITIAL NET PREMIUM TO SUBACCOUNTS

<TABLE>
<CAPTION>
<S>                                     <C>                       <C>                              <C>
MONEY MARKET                              100.00%               MANAGED INTERNATIONAL               0.00%
MANAGED BOND                                0.00%               MANAGED NATURAL RESOURCES           0.00%
MANAGED CAPITAL GROWTH                      0.00%               MANAGED ZERO COUPON 1990            0.00%
MANAGED DIVERSIFIED                         0.00%               MANAGED ZERO COUPON 2010            0.00%
</TABLE>



                                                   INSURANCE SCHEDULE
<TABLE>
<CAPTION>
<S>                                    <C>               <C>                    <C>
INITIAL DEATH BENEFIT               $68,177               INSURED                    JOHN J. DOE

POLICY DATE                    NOV 05, 1993               AGE AT ISSUE                  39

POLICY NUMBER                        000000               SEX                           MALE

</TABLE>


                               TABLE OF CONTENTS

                                                                      Page
Summary                                                                 5
Definitions                                                           6-7
Premiums                                                              8-9
The Variable Account                                                   10
Cash Value                                                             12
Charges                                                             13-14
General Provisions                                                  15-18
Ownership                                                              19
Loans                                                                  20
Beneficiary Provisions                                                 21
Payment of Claim Benefits                                           22-24
Basis of Calculation                                                   25
Calculation of Accumulated Value                                    26-27

                                                                          Page 3
<PAGE>


                                     INDEX

Accounting Procedure                                                   27
Accumulated Value                                                      12
Additional Death Benefit Factor                                        24
Allocation of Additional Premiums                                     8-9
Allocation of Initial Net Premium                                       8
Allocation of Net Premium(s)                                            8
Assignment                                                             15
Beneficiary Designation                                                21
Cash Surrender                                                         12
Change in Subaccounts                                                  10
Change of Beneficiary                                                  21
Change of Investment Policy                                            11
Change of Owner and Contingent Owner                                   19
Changes to the Policy                                                  15
Contract, The                                                          15
Cost of Insurance                                                      13
Death Benefit Amount                                                   22
Death Benefit Factor                                                   23
Effective Date                                                         15
General Account Calculations                                           25
Grace Period                                                           17
How Accumulated Value is Calculated                                    26
Incontestability                                                       16
Interest on Loans                                                      20
Loan Allocation                                                        20
Loan Repayment                                                         20
Minimum Death Benefit                                                  22
Misstatements                                                          16
Mortality and Expense Risk Charge                                      13
Payment of Benefit                                                     22
Policy Administration Charge                                           13
Policy Date                                                            15
Policy Termination                                                     16
Premium Tax                                                            13
Proof of Death                                                         22
Protection of Death Benefit                                            21
Reinstatement                                                          17
Reports to Owners                                                      19
Reserves and Cash Values                                               25
Right to Defer Payment                                                 18
Rights of Owner                                                        19
Rights Reserved by the Company                                         11
Simultaneous Death                                                     21
Subaccounts                                                            10
Suicide Exclusion                                                      16
Surrender Charge                                                       12
Table of Standard Monthly Mortality Charges                            14
Taxes                                                                  13
Transfer Option                                                        10
Variable Account                                                       10
Variable Account Calculations                                          25
Variable Death Benefit                                                 22

                                                                          Page 4
<PAGE>
                                    SUMMARY

This  is  a  flexible  premium  variable life insurance policy. It provides life
insurance  payable  to  the Beneficiary in the event of the Insured's death. The
initial  premium  for  this  Policy  is  shown  on  Page  2.  The Owner may make
additional  premium  payments  as described in the Additional Premium provision.

The  Cash  Value  of this Policy will vary according to how You allocate the net
premium(s).  The net premium(s) may be allocated to one or more subaccount(s) of
the  Variable  Account. Each subaccount invests its assets in one of a series of
registered  investment  company funds. The amount of your Cash Value will not be
guaranteed  and  will  vary with the investment performance of the subaccount(s)
elected.

The  Death  Benefit  on the Effective Date is the Initial Death Benefit shown on
Page  2.  The Death Benefit thereafter is determined as described in the Payment
of  Claim  Benefits  provision.

This  is  a  brief  description of the provisions of this Policy. They are fully
described  on  the  remaining  pages  of  the  Policy.


                                                                          Page 5
<PAGE>
                                  DEFINITIONS
<TABLE>
<CAPTION>
<S>                         <C>
ACCUMULATED VALUE           is the total of the value of the amounts in the subaccount(s)
                            (and the General Account if there is a Policy loan) for this Policy as of any
                            Valuation Date.

AGE                         means the age of the Insured on his birthday nearest to the Policy Date.

BENEFICIARY                 is the person named in the Application or by later designation to
                            receive the Net Death Benefit in the event of the Insured's death.

CASH VALUE                  means the Accumulated Value less surrender charge(s).

GUIDELINE SINGLE            is the amount shown on Page 2.
PREMIUM

INDEBTEDNESS                is the loan balance including accrued interest.

INITIAL DEATH BENEFIT       is the amount shown on Page 2.

INSURED, YOU, YOUR          is the person named as the Insured on Page 2 and whose death
                            is the contingency upon which this life insurance is payable.

INSURER, WE, US, OUR,       means Charter National Life Insurance Company.
THE COMPANY

LAPSE                       means termination of the Policy, subject to the Grace Period provision of
                            this Policy.

LOAN VALUE                  is the 90% of the Cash Value.

NET CASH VALUE              is the Cash Value of this Policy less any indebtedness.

NET DEATH BENEFIT           is the Death Benefit less indebtedness.

NET PREMIUM                 is equal to the premium less premium taxes.

NONPARTICIPATING            means this Policy does not share in the profits or surplus of
                            the Company, and no dividends are payable.

POLICY OWNER, OWNER         is the Insured unless otherwise stated.

POLICY YEAR, MONTH,         shall be measured from the Policy Date.
AND ANNIVERSARY

</TABLE>

                                                                          Page 6
<PAGE>
                            DEFINITIONS (Continued)
<TABLE>
<CAPTION>
<S>                         <C>
REINSTATE                   means to restore coverage after the Policy has lapsed.

VALUATION DATE              is each day on which valuation of the subaccount(s) is required
                            by applicable law and currently includes each day the New York Stock Exchange is
                            open for trading.

VALUATION PERIOD            is the period that starts at the close of a Valuation Date and
                            ends at the close of the next succeeding Valuation Date.

VARIABLE ACCOUNT            is  the  separate  account of Charter National Life Insurance
                            Company  as  shown  on  Page  2.
</TABLE>

                                                                          Page 7
<PAGE>
                                    PREMIUMS

ALLOCATION OF NET PREMIUM(S)

You  determine  the  allocation of each net premium among the subaccounts of the
Variable  Account.  You  may  allocate  the  net  premium(s)  as  follows:

     a)   The minimum allocation to any subaccount is 1%.

     b)   All allocation must be in whole percents which add up to 100%.

ALLOCATION OF INITIAL NET PREMIUM

The  net  premium  will  be  placed  in  the  Money  Market subaccount as of the
Effective  Date of the Policy. The resulting Accumulated Value will be allocated
in  the  same  ratio You elected in the Application for this Policy on the later
of:

     a)   10  days from the date of delivery as indicated on the signed delivery
          receipt  or

     b)   the date We receive the receipt.

ALLOCATION OF ADDITIONAL PREMIUMS

Once each Policy Year prior to the Insured's attained age 70, the Owner may make
an  additional premium payment. The minimum amount of additional premium We will
accept  will  be  $2,000.  Such  additional  payments  will  be  for  the  same
underwriting  class  as  the  Policy  was  originally  issued.

The first $5,000 of additional premium in a Policy Year will be accepted without
evidence  of  insurability  of the Insured. On the date the premium is received,
the  net  premium  will  be placed in the subaccount(s) in the same ratio as the
previous  net  premium,  unless  otherwise  requested.


                                                                          Page 8
<PAGE>
                              PREMIUMS (Continued)

Any  amount  submitted  in  excess  of  $5,000  in  a  Policy  Year  will  be an
underwritten  premium.  We reserve the right to request evidence of insurability
and to decline any underwritten premium. If We request evidence, the net premium
for  the  underwritten  premium will be placed in the Money Market subaccount on
the  date  received.  After  completion  of  underwriting:

     a)   if  We  approve  coverage, the value in the Money Market subaccount of
          the  net  premium  for  the underwritten premium will be placed in the
          subaccount(s)  in  the  same ratio as the previous net premium, unless
          otherwise  requested;

     b)   if  We  decline  coverage, the value in the Money Market subaccount of
          the  net  premium for the underwritten premium, plus premium tax, will
          be  returned  to  the  Owner.

Unless You indicate otherwise, any additional amount You send us will be applied
first  to  any outstanding indebtedness. If no loan was made or all indebtedness
has been repaid, any such amount received will be applied as additional premium.


                                                                          Page 9
<PAGE>

                              THE VARIABLE ACCOUNT

VARIABLE ACCOUNT

The  Variable  Account  is  a  separate  investment account established by Us in
accordance  with  Missouri  law.  The assets of this account are owned by Us and
will  be used to provide values and benefits under this and similar policies and
annuities.  The  Variable Account is not charged with liabilities arising out of
any  other  business  that  We  may  conduct.

SUBACCOUNTS

The  Variable  Account  consists  of  subaccounts,  each of which is invested in
shares  of a designated registered investment company fund. Shares are purchased
at  their  net  asset  value.

Each  distribution  of  income, dividends, and capital gains from a fund will be
reinvested  at  net  asset  value  in  shares  of  the  fund.

The  values  and benefits of your Policy depend on the investment performance of
the subaccount(s) You elect. You bear the investment risk for amounts applied to
the  subaccount(s).  We  do  not  guarantee  the  investment  performance.

TRANSFER OPTION

You  may  transfer all or a portion of the Policy's value from one subaccount to
another  subaccount.  All transfers made at the same time will be treated as one
request.  We  may  deduct a charge for third and subsequent transfer requests in
any Policy Year. The charge will be a $10.00 deduction from each subaccount from
which  amounts  are  transferred.

CHANGE IN SUBACCOUNTS

We  can  add,  remove,  or  combine  subaccounts  as  permitted  by  law. When a
subaccount  is  removed, We have the right to substitute a different subaccount.

We  can  also  add, remove, or substitute subaccount investments as permitted by
law.

We  will  notify  You  in advance of liquidation of a subaccount in which any of
your  Policy  values  are  invested.  We will ask You to tell Us how these funds
should be reallocated. In the absence of instructions from You, We will transfer
the  amount  in  the  liquidated  subaccount  to  the  Money  Market subaccount.

                                                                         Page 10
<PAGE>
                        THE VARIABLE ACCOUNT (Continued)

RIGHTS RESERVED BY THE COMPANY

We reserve the right to take certain actions subject to compliance with law and,
if required, approval of the Policy Owner. These actions are:

     a)   to create new separate investment accounts;

     b)   to combine or substitute separate investment accounts;

     c)   to  transfer  all  or  part  of  the assets of the Variable Account to
          another  separate  investment  account;

     d)   to  operate  the  Variable  Account as a management investment company
          and  to  charge  investment advisory fees under the Investment Company
          Act  of  1940  or  in  any  other  form  permitted  by  law;

     e)   to  deregister  the  Variable Account under the Investment Company Act
          of  1940  if  registration  is  no  longer  required.

CHANGE OF INVESTMENT POLICY

The investment policy of the Variable Account will not be changed unless:

     a)   the  change  has  been  approved  by  the Director of Insurance of the
          State  of  Missouri,  and

     b)   a  statement of the approval process has been filed with the Insurance
          Department  of  the  state  in  which  this  Policy  is  delivered.


                                                                         Page 11
<PAGE>
                                   CASH VALUE

ACCUMULATED VALUE

The  Accumulated  Value  is  the  total  of  the  value  of  the  amounts in the
subaccount(s)  (and  the  General  Account  if  there is a Policy loan) for this
Policy  as of any Valuation Date. The amount of Accumulated Value depends on the
amount  of  the  premium(s),  all  charges, any transfers, and Policy loans. The
Accumulated  Value  may  increase or decrease on a daily basis, depending on the
investment performance of the elected subaccount(s) and interest credited in the
General  Account.

SURRENDER CHARGE

Upon  surrender,  We  will  determine the Cash Value by deducting any applicable
surrender  charge(s)  from  the  Accumulated  Value. The amount of the surrender
charge(s)  will  be a percentage of the initial premium and a percentage of each
additional  premium.  For  each  premium:

     a)   During the first year, the charge is 8%.

     b)   The  charge  decreases  by  1%  on  each  of  the  next  eight  Policy
          Anniversaries  following  the  premium  payment.

     c)   Thereafter, there is no surrender charge.

The  Surrender Charge shall not exceed the maximum amount allowable in the state
in  which  the  Policy  is  delivered.

CASH SURRENDER

The  Owner  may, by written request, surrender this Policy at any time while the
Insured  is  alive.  We  will  pay  the  Cash  Value  of  this  Policy  less any
indebtedness.

                                                                         Page 12
<PAGE>

                                    CHARGES

PREMIUM TAX

If  any premium tax is payable by Us on premium(s) paid for this Policy, the tax
will  be  deducted  from  each  premium.

POLICY ADMINISTRATION CHARGE

There will be a Policy Administration Charge deducted from the subaccount(s) and
the  General  Account  on  a daily basis. The maximum charge is .0011030% of the
Policy's  value  in  each  subaccount  and  the  General  Account  per  day.

MORTALITY AND EXPENSE RISK CHARGE

There  will  be  a  Mortality  and  Expense  Risk  Charge  deducted  from  the
subaccount(s)  and  the  General Account on a daily basis. The maximum charge is
..0024819%  of  the Policy's value in each subaccount and the General Account per
day.

TAXES

If at any time We incur any tax liability resulting from the assets held by the
Variable Account, We may charge the Variable Account for the tax.

COST OF INSURANCE

The  Cost  of Insurance is deducted from the Policy's value in the subaccount(s)
on  the first day of each Policy Month. It is deducted from the subaccount(s) in
proportion  to  values. The Cost of Insurance is based on the Net Amount at Risk
for  each  Policy  Month.

To calculate the Net Amount at Risk:

     1)   Divide  the  Death  Benefit  at  the  beginning of the Policy Month by
          1.0040741;  then  from  that  amount

     2)   Subtract the Accumulated Value at the beginning of the Policy Month.

The resulting figure is the Net Amount at Risk.

The Cost of Insurance for a Policy Month is the Net Amount at Risk multiplied by
the  monthly  mortality  charge.  The  Table of Monthly Mortality Charges on the
following  page  is  for  Insureds  in  a standard underwriting class. Mortality
charges  for  other  classes are a multiple of the charges on the following page
and  will  be  supplied  by  Us  upon  request.

                                                                         Page 13
<PAGE>
<TABLE>
<CAPTION>
                                      TABLE OF STANDARD MONTHLY MORTALITY CHARGES
                                             Per: $1,000 Net Amount at Risk


<S>          <C>           <C>             <C>          <C>           <C>             <C>          <C>           <C>
Att                                        Att                                        Att
Aqe          Male          Female          Age          Male          Female          Aqe          Male          Female


0          0.34261        0.23676          34          0.16685      0.13094           67          2.57940      1.46553
1          0.08755        0.07201          35          0.17603      0.13846           68          2.81673      1.58623
2          0.08100        0.06710          36          0.18689      0.14681           69          3.07475      1.71479
3          0.08018        0.06464          37          0.20026      0.15766           70          3.36496      1.86491
4          0.07772        0.06300          38          0.21530      0.16935           71          3.69560      2.04698
5          0.07363        0.06218          39          0.23285      0.18439           72          4.07684      2.27238
6          0.07035        0.05973          40          0.25208      0.20110           73          4.51651      2.55183
7          0.06544        0.05973          41          0.27466      0.22032           74          5.00848      2.88159
8          0.06216        0.05727          42          0.29724      0.24038           75          5.54298      3.25361

9          0.06052        0.05727          43          0.32318      0.25877           76          6.11458      3.66763
10         0.05970        0.05563          44          0.34996      0.27717           77          6.71133      4.11200
11         0.06297        0.05563          45          0.38010      0.29724           78          7.32921      4.58812
12         0.06951        0.05808          46          0.41110      0.31732           79          7.98624      5.11170
13         0.08096        0.06135          47          0.44462      0.33741           80          8.70949      5.70433
14         0.09405        0.06462          48          0.47983      0.36084           81          9.52151      6.39110
15         0.11091        0.07170          49          0.51925      0.38597           82         10.44601      7.19097
16         0.12594        0.07361          50          0.56121      0.41445           83         11.50434      8.12590

17         0.13929        0.07921          51          0.61075      0.44378           84         12.67243      9.17447
18         0.14848        0.08171          52          0.66621      0.47647           85         13.92808     10.33734
19         0.15516        0.08505          53          0.72928      0.51338           86         15.25094     11.60303
20         0.15850        0.08755          54          0.80082      0.55281           87         16.62860     12.74445
21         0.15933        0.08838          55          0.87748      0.59395           88         17.93377     14.07745
22         0.15766        0.09172          56          0.96098      0.63427           89         19.03926     15.29260
23         0.15516        0.09256          57          1.04794      0.67293           90         20.14507     16.70577
24         0.15182        0.09589          58          1.14092      0.70909           91         21.26730     18.21801

25         0.14764        0.09673          59          1.24078      0.74947           92         22.44562     19.87171
26         0.14430        0.10007          60          1.35180      0.79324           93         23.96798     21.74621
27         0.14263        0.10090          61          1.47573      0.84799           94         25.93254     24.05093
28         0.14180        0.10507          62          1.61601      0.91880           95         28.84633     27.54662
29         0.14263        0.10841          63          1.77532      1.00824           96         34.13737     33.17402
30         0.14430        0.11175          64          1.95290      1.11132           97         44.42567     43.76981
31         0.14848        0.11592          65          2.14803      1.22554           98         69.54713     69.14814
32         0.15265        0.12009          66          2.35654      1.34417           99         00.00000     00.00000
33         0.15933        0.12427
</TABLE>

Cost of Insurance rates are based on age, sex, and underwriting class. The rates
vary annually.

                                                                         Page 14
<PAGE>
                               GENERAL PROVISIONS

THE CONTRACT

We  have  issued  this Policy in consideration of the Application and payment of
the  initial  premium. The Policy with the Application attached makes the entire
Contract. No statement made by You or on your behalf shall be used in defense of
a  claim under the Policy unless it is contained in the written Application. All
statements  made  by  the  Insured or contained in the Application shall, in the
absence  of  fraud  or  misrepresentation,  be  deemed  representations  and not
warranties.

CHANGES TO THE POLICY

The  Policy  may be changed in writing by mutual agreement between the Owner and
the  Company.  Only  our  President,  a  Vice  President,  our  Secretary, or an
Assistant  Secretary  is  authorized to change or waive the terms of the Policy.

EFFECTIVE DATE

The  Effective  Date  will  be  the  date the full initial premium and completed
Application  have  been  received  at  our  Home Office. The Owner may request a
premium  receipt signed by our President, a Vice President, our Secretary, or an
Assistant  Secretary. No coverage will take effect if the check or draft for the
premium  is  not  honored  on  first presentation for payment. The coverage will
commence  as of the Effective Date if all Home Office requirements have been met
and the Policy is delivered to the Owner. If a conditional receipt was issued on
the  date  of  application,  the  coverage will be effective as provided in that
receipt.

POLICY DATE

The  Policy  Date will be used to determine Policy Months, Policy Anniversaries,
Policy  Years, and age of the Insured. It will be the same as the Effective Date
unless  the  initial premium is received on the 29th, 30th or 31st of the month,
in  which  case  the  Policy  Date  will  be  the  1st  of  the following month.

ASSIGNMENT

This  Policy  may  be  assigned.  We are not responsible for the adequacy of any
assignment.  When  an  assignment  is  filed with and recorded by Us at our Home
Office,  the  Owner's rights and those of the Beneficiary will be subject to it.


                                                                         Page 15
<PAGE>

                         GENERAL PROVISIONS (Continued)
MISSTATEMENTS

If  the  Insured's  age  or  sex  has been misstated on the Application, We will
recalculate  the  Death  Benefit  and  Accumulated Value and use the appropriate
mortality  charges  which  the  premium(s)  paid  would have established had the
Insured's  age  or  sex  been  correctly  stated.

INCONTESTABILITY

We  will not contest this Policy after it has been in force during the Insured's
lifetime  for  two years from the Policy Date. If this Policy is delivered to an
Owner  in  South  Carolina, We will not contest this Policy after two years from
the  Policy  Date.

If  the  Owner  makes  an  underwritten  premium  payment in accordance with the
Additional  Premium  provision,  the above paragraph will apply to any resulting
additional  Death Benefit as of the date the additional underwritten payment was
received.

SUICIDE EXCLUSION

If  the  Insured  dies by suicide, while sane or insane, within two years of the
Policy  Date  (or within one year for a Policy delivered to an Owner in Colorado
or  North Dakota), the amount payable will be limited to the greater of a return
of  the  premium that was paid or the Cash Value, less any indebtedness. Suicide
is  no defense to payment of life insurance benefits under this Policy where the
Policy  is  issued  to  a Missouri citizen, unless We can prove that the Insured
intended  suicide  when  the  Owner  applied  for  the  Policy.

If  the  Owner  makes  an  underwritten  premium  payment in accordance with the
Additional  Premium  provision,  the above paragraph will apply to any resulting
additional  Death Benefit as of the date the additional underwritten payment was
received.

POLICY TERMINATION

This  Policy terminates at the Policy Anniversary nearest the Insured's age 100.
Upon  termination  We  will  pay to the Owner the Net Cash Value of this Policy.
This  Policy  may  terminate  without  value prior to age 100 depending upon the
investment  performance  of  the  subaccount(s).

                                                                         Page 16
<PAGE>

                         GENERAL PROVISIONS (Continued)

GRACE PERIOD

We will notify the Owner if the next monthly charge for Cost of Insurance or any
loans  will cause the Net Cash Value of this Policy to drop to zero. Such notice
will  be  sent  to the last known address of the Owner or assignee of record, if
any.  The  Owner  will  have a 61-day grace period from the mailing date of such
notice  to  make a premium payment or partial loan repayment to keep this Policy
in  force.

The minimum amount of premium payment or partial loan repayment that can be made
will  be  equal to three times the current Cost of Insurance charge. The maximum
amount  of  premium  payable  will  be equal to twelve times the current Cost of
Insurance  charge.  On  the date received, the net premium will be placed in the
subaccount(s)  in  the  same  ratio  as  the prior net premium, unless otherwise
requested.

If  sufficient  payment  is  not made within the grace period, all coverage will
terminate  at  the end of the grace period. The Net Death Benefit payable during
the  grace  period  will be the Death Benefit in effect immediately prior to the
grace  period  less  any  indebtedness.

REINSTATEMENT

If  this  Policy  lapses,  it  may  be  reinstated  unless  it  has  been  fully
surrendered.  The  reinstatement  will  be  subject to the following conditions:

     a)   The  request  for  reinstatement  must  be made in writing within five
          years  after  the  date  of  lapse.

     b)   The  Insured  must  continue  to  be insurable by our standards in the
          same  underwriting  class.  We  may  request evidence of insurability.

     c)   Any  unpaid charges or indebtedness which existed at the time of lapse
          must  be  paid  or  restored  with interest at the rate of 6% per year
          compounded  annually.

The Policy is not eligible for subaccount investment experience between the date
of lapse and the date of reinstatement.

                                                                         Page 17
<PAGE>
                         GENERAL PROVISIONS (Continued)

RIGHT TO DEFER PAYMENT

Ordinarily  We  will  pay  any amount payable as a result of surrender or Policy
loan within seven days after We receive a written request in a form satisfactory
to  Us.  Also,  We  will  ordinarily pay any Net Death Benefit within seven days
after  We  receive  all  documents  for  such  a  payment.

Payment of Net Cash Value, loans, or any Variable Death Benefit in excess of the
Minimum Death Benefit may be deferred:

     a)   for  any period during which the New York Stock Exchange is closed for
          trading  (except  for  normal  holiday  closing);  or

     b)   when  the  Securities  and  Exchange  Commission has determined that a
          state  of  emergency  exists  which may make such payment impractical.

     c)   for  up  to  six  months  from receipt of proof of death or receipt of
          request,  if  based  on  Policy values not dependent on the investment
          performance  of  a  separate  account;


Transfers may also be deferred for the same reasons as given above.

If  a  recent  check or draft has been submitted to Us on this Policy, We have a
right to defer any payment of loan request, Net Cash Value, or Net Death Benefit
until  such  check  or draft has been honored by the bank on which is was drawn.


                                                                         Page 18
<PAGE>

                                   OWNERSHIP

RIGHTS OF OWNER

While  the Insured is alive, the Owner may exercise all of the rights granted by
this  Policy.

CHANGE OF OWNER AND CONTINGENT OWNER

The  Owner  may choose a new Owner or choose or change a Contingent Owner at any
time while the Insured is alive by filing written notice with our Home Office. A
Contingent  Owner  is  the person who will become the Owner of the Policy if the
first  Owner  does  not  survive the Insured. The change will take effect on the
date the notice is signed. Unless otherwise specified, the naming of a new Owner
or  Contingent  Owner will automatically void any prior designation. We will not
be  liable  for  any payment which may have been made or action taken before the
notice  is  recorded at our Home Office. If all Owners and Contingent Owners die
before  the  Insured,  the  rights of the Owner belong to the estate of the last
known  living  Owner/Contingent  Owner.

REPORTS TO OWNER

An  Annual Report will be sent after the end of each Policy Year to the Owner of
this  Policy.  This  Report will show the Cash Value and Death Benefit as of the
Policy  Anniversary  Date.  It  will  also show any additional premium payments,
charges,  and  any  Policy  loans  made  during  the  year.

We will also send to the Owner annually a report on the Variable Account.


                                                                         Page 19
<PAGE>

                                     LOANS

A  Policy  Loan  is  a  charge  against the Policy. Policy Loans, whether or not
repaid,  can  have  a  permanent  effect  on  Cash  Value  and  Death  Benefits.

On  or  after  the  first Policy Anniversary, the Owner may, by written request,
borrow  all  or  part  of  the  Loan  Value of the Policy by using the Policy as
security.  The  amount  available  to  be  borrowed  is  the Loan Value less any
indebtedness.  We  will  not  make  loans  of  less  than  $500.

LOAN ALLOCATION

Policy  loans  will  reduce  the  Policy's  values  in  the  subaccount(s)
proportionately  unless  You  request a different allocation. An amount equal to
the  loan  amount  will:

     1)   be transferred from the subaccount(s) to our General Account; and

     2)   earn  interest  at  a  rate  of  5% per year net of the Administration
          Charge,  and  the  Mortality  and  Expense  Risk  Charge.

Interest  earned  will  be  transferred  on  each  Policy  Anniversary  to  the
subaccount(s)  in  proportion  to  the  Policy's  values  in  the  subaccounts.

INTEREST ON LOANS

Policy loans bear interest at:

     1)   5.5%  per  year  on the portion of the loan(s) up to the amount of the
          Accumulated  Value  less  95%  of  the  premium(s)  paid,  and

     2)   7.5  %  per  year on the portion of the loan(s) in excess of the above
          amount.

The  above  interest  rates  are  simple  interest in arrears due on each Policy
Anniversary.  The  applicable interest rate on loans will be determined when the
loan  is  made,  and  redetermined on each Policy Anniversary. Interest not paid
when  due  will  result  in  a  new  loan  on  the  Policy  Anniversary.

If  the  loan  and  accrued interest exceed the Net Cash Value, the Grace Period
provision  will  apply.  The  Policy  may  terminate  in  accordance  with  that
provision.

LOAN REPAYMENT

Policy  loans  may  be  repaid  to Us at any time in whole or in part. An amount
equal  to  the  amount  of  loan  repayment will be transferred from the General
Account  to  the  subaccount(s)  in  proportion  to  the  Policy's values in the
subaccount(s)  unless  You  request  otherwise.

                                                                         Page 20
<PAGE>
                             BENEFICIARY PROVISIONS

BENEFICIARY DESIGNATION

The  Beneficiary  will be as shown in the Application unless changed as provided
in  this Policy. If the Beneficiary is a partnership, the Net Death Benefit will
be  paid  to  the  partnership  as  it  existed  when  the  Insured  died. If no
Beneficiary  has  been  named,  the  Owner  shall  be  the  Beneficiary.

CHANGE OF BENEFICIARY

The  Owner  may  change the Beneficiary by filing a written notice with Us while
the  Insured  is  living.  A  Beneficiary  named  irrevocably may not be changed
without the written consent of that Beneficiary. When recorded by Us at our Home
Office,  the  change will take effect on the date the notice was signed. Any Net
Death  Benefit paid before We record a change of Beneficiary will not be subject
to  that  change.

SIMULTANEOUS DEATH

If  no  Beneficiary is living at the time of the Insured's death, the Owner will
be  the  Beneficiary.  If  the Beneficiary dies at the same time as or within 30
days after the Insured, the Net Death Benefit will be paid as if the Beneficiary
had  died first. This is assuming that no Net Death Benefit has yet been paid by
Us. If the Owner is not living, the Net Death Benefit will be paid to the estate
of  the  Owner.

PROTECTION OF DEATH BENEFIT

Except as permitted by law, no payment of the Net Death Benefit or interest will
be  subject  to  the  claim  of creditors of the Beneficiary or to legal process
against  the  Beneficiary.

                                                                         Page 21
<PAGE>

                           PAYMENT OF CLAIM BENEFITS

PAYMENT OF BENEFIT

The  Net  Death Benefit will be paid to the Beneficiary when We receive proof of
the  Insured's  death.

PROOF OF DEATH

Proof  of  death  satisfactory to Us must be submitted to Us at our Home Office.
Claim forms will be made available to the Beneficiary upon request. All payments
by  Us  are  payable  at  our  Home  Office  or  by  mail  from our Home Office.

DEATH BENEFIT AMOUNT

The Death Benefit will be the greater of the following:

a)     the Initial Death Benefit shown on page 2;

b)     the Minimum Death Benefit which is described below;

c)     the Variable Death Benefit described below.

MINIMUM DEATH BENEFIT

On  the  Effective Date, the Minimum Death Benefit is the Initial Death Benefit.
To  the  extent  any additional premiums cause the total premiums paid to exceed
the  Guideline  Single Premium, the Minimum Death Benefit will be increased. The
amount  of increase will be the amount of excess premium times a factor shown on
page  24  for  the  age  of  the  Insured  on the date the premium was received.

The  factors shown on page 24 are for Insureds in a standard underwriting class.
Charges  for  other classes are a multiple of the charges on page 24 and will be
supplied  by  Us  upon  request.

VARIABLE DEATH BENEFIT

The amount of the Variable Death Benefit is the Accumulated Value on the date of
death  multiplied by the factor appearing on the following page at the Insured's
then  attained  age.


                                                                         Page 22
<PAGE>
                              DEATH BENEFIT FACTOR

  Attained                    Attained                       Attained
    Age*         Factor         Age*            Factor         Age*       Factor
     1            2.50          34               2.50          67          1.18
     2            2.50          35               2.50          68          1.17
     3            2.50          36               2.50          69          1.16
     4            2.50          37               2.50          70          1.15
     5            2.50          38               2.50          71          1.13
     6            2.50          39               2.50          72          1.11
     7            2.50          40               2.50          73          1.09
     8            2.50          41               2.43          74          1.07
     9            2.50          42               2.36          75          1.05
     10           2.50          43               2.29          76          1.05
     11           2.50          44               2.22          77          1.05
     12           2.50          45               2.15          78          1.05
     13           2.50          46               2.09          79          1.05
     14           2.50          47               2.03          80          1.05
     15           2.50          48               1.97          81          1.05
     16           2.50          49               1.91          82          1.05
     17           2.50          50               1.85          83          1.05
     18           2.50          51               1.78          84          1.05
     19           2.50          52               1.71          85          1.05
     20           2.50          53               1.64          86          1.05
     21           2.50          54               1.57          87          1.05
     22           2.50          55               1.50          88          1.05
     23           2.50          56               1.46          89          1.05
     24           2.50          57               1.42          90          1.05
     25           2.50          58               1.38          91          1.04
     26           2.50          59               1.34          92          1.03
     27           2.50          60               1.30          93          1.02
     28           2.50          61               1.28          94          1.01
     29           2.50          62               1.26          95          1.01
     30           2.50          63               1.24          96          1.01
     31           2.50          64               1.22          97          1.01
     32           2.50          65               1.20          98          1.01
     33           2.50          66               1.19          99          1.01


                                                                         Page 23
<PAGE>

                        ADDITIONAL DEATH BENEFIT FACTOR
                               Per $1.00 Premium

    Att          Att
    Age         Male         Female          Age       Male       Female

     1        18.53567     23.15836          41       4.20396     5.07620
     2        17.97524     22.47438          42       4.04509     4.88548
     3        17.39858     21.77051          43       3.89337     4.70391
     4        16.82839     21.06406          44       3.74863     4.53037
     5        16.26055     20.36155          45       3.61040     4.36425
     6        15.69205     19.66842          46       3.47849     4.20527
     7        15.12729     18.97891          47       3.35243     4.05289
     8        14.56408     18.30465          48       3.23195     3.90660
     9        14.00838     17.63704          49       3.11670     3.76641
     10       13.46500     16.98611          50       3.00653     3.63205

     11       12.93612     16.34693          51       2.90116     3.50341
     12       12.42910     15.72520          52       2.80061     3.38011
     13       11.94797     15.12737          53       2.70475     3.26202
     14       11.49789     14.55423          54       2.61349     3.14905
     15       11.07796     14.00431          55       2.52673     3.04092
     16       10.68981     13.48414          56       2.44420     2.93733
     17       10.32777     12.98123          57       2.36568     2.83779
     18        9.98733     12.50150          58       2.29082     2.74186
     19        9.66212     12.03818          59       2.21939     2.64911
     20        9.34855     11.59188          60       2.15117     2.55949

     21        9.04292     11.16060          61       2.08608     2.47291
     22        8.74293     10.74165          62       2.02403     2.38956
     23        8.44682     10.33786          63       1.96500     2.30975
     24        8.15441      9.94582          64       1.90897     2.23373
     25        7.86568      9.56791          65       1.85586     2.16146
     26        7.58066      9.20119          66       1.80553     2.09279
     27        7.30044      8.84768          67       1.75776     2.02735
     28        7.02634      8.50485          68       1.71235     1.96476
     29        6.75902      8.17498          69       1.66909     1.90462
     30        6.49932      7.85691          70       1.62785     1.84674

     31        6.24754      7.55017          71       1.58861     1.79115
     32        6.00449      7.25480          72       1.55142     1.73802
     33        5.76985      6.97031          73       1.51634     1.68755
     34        5.54411      6.69624          74       1.48347     1.63998
     35        5.32708      6.43323          75       1.45280     1.59538
     36        5.11874      6.18101          76       1.42420     1.55363
     37        4.91901      5.93925          77       1.39749     1.51458
     38        4.72789      5.70814          78       1.37242     1.47793
     39        4.54514      5.48722          79       1.34872     1.44341
     40        4.37061      5.27671          80       1.32623     1.41083


                                                                         Page 24
<PAGE>

                              BASIS OF CALCULATION

RESERVES AND CASH VALUES

The  Commissioner's  1980  Standard  Ordinary  Mortality  Table  will be used to
establish  the  reserves and Cash Values. All deaths are assumed to occur at the
end  of  the  Policy  Month.

The  reserves  under  the  Policy  are not less than the minimum required by the
insurance  laws  of  the  state in which this Policy has been issued. A detailed
statement  of the method of calculation of the nonforfeiture values and reserves
has  been  filed with the insurance official of the state in which the Policy is
delivered.

GENERAL ACCOUNT CALCULATIONS

All  calculations  are  based  on  interest  at a rate not in excess of the rate
determined  by  the  1980  amendments  to  the  NAIC  Standard  Valuation  Law.

VARIABLE ACCOUNT CALCULATIONS

In computing Cash Values and reserves in the Variable Account, the method used
is:

     a)   in  accordance  with  actuarial procedures that recognize the variable
          nature  of  the  account;

     b)   such  that  the  Cash Value and reserves will be at least equal to the
          minimum  Cash  Values  and reserves required for an equivalent general
          account  Policy  if  the investment experience for all subaccounts, at
          all  times  from  the  Policy Date, less the Policy Administration and
          Mortality and Expense Risk charges is equal to 5% compounded annually.


                                                                         Page 25
<PAGE>

                        CALCULATION OF ACCUMULATED VALUE

HOW ACCUMULATED VALUE IS CALCULATED

On  the  Effective Date, the Accumulated Value equals the first net premium less
the  Cost  of Insurance charge for the first Policy Month. The Accumulated Value
of  the  Policy  can thereafter be determined on each Valuation Date as follows:

     a)   The Accumulated Value on the prior Valuation Date; plus

     b)   The  sum  of  the  following  for  the  Valuation Period (which may be
          positive  or  negative):

          1)   The  total net investment experience of the Policy's value in the
               elected  subaccount(s).  For  each subaccount, the net investment
               experience  is  the  Policy's  value  in the subaccount as of the
               prior Valuation Date times the percentage change in the net asset
               value  of  the  shares of the designated fund. It is adjusted for
               any  distributions  made  during  the  Valuation  Period;

          2)   Interest  credited  on  the Policy's value in the General Account
               (if  there  is  a  loan);

          3)   Any  charge  for  tax liability resulting from assets held by the
               Variable  Account;

          4)   Contract Administration Charges;

          5)   Mortality and Expense Risk Charges;

          6)   Premiums received less premium taxes;

          7)   The  monthly charge for Cost of Insurance if a Policy Month began
               during  the  Valuation  Period;  and

          8)   Any charge for transfers.


                                                                         Page 26
<PAGE>

                  CALCULATION OF ACCUMULATED VALUE (Continued)

ACCOUNTING PROCEDURES

The  Policy's  value  in each subaccount is maintained in units. A unit value is
determined  for each Valuation Date. The Policy's value in any subaccount is the
number  of  units  times  the  unit  value.

Changes  in  the  net  asset  value of the designated fund, distributions of the
fund,  and tax charges with respect to a fund for the Valuation Period are taken
into  account  in  computing  the  unit  value  for  each  subaccount.

Administration  Charges and Mortality and Expense Risk Charges are accounted for
by  a  deduction  each  Valuation  Period  from  the  unit  values.

All  additions  to  or deductions from a subaccount are made on the basis of the
unit value as of the end of the Valuation Period for which the transaction is to
be  effective.

The General Account is maintained in dollars and cents.





                                                                         Page 27
<PAGE>