S-6

As filed with the Securities and Exchange Commission on November 14, 2000

Registration No. ___-_____

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

Initial Registration
_________________
SOUTHLAND SEPARATE ACCOUNT L1
(Exact Name of Trust)

SOUTHLAND LIFE INSURANCE COMPANY
(Name of Depositor)
5780 Powers Ferry Road, N.W.
Atlanta, GA 30340
(Address of Depositor's Principal Executive Offices)

	Copy to:
GARY W. WAGGONER, ESQ.	KIMBERLY J. SMITH, ESQ.
Vice President and Secretary	Sutherland Asbill & Brennan LLP
Southland Life Insurance Company	1275 Pennsylvania Avenue, NW
1290 Broadway	Washington, D.C. 20004-2415
Denver, CO 80203	(202) 383-0314

(Name and Address of Agent for Service)

____________________________

Title of securities being registered: Market Dimensions variable life insurance policies.

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

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

SOUTHLAND SEPARATE ACCOUNT L1 (File No. ___-_____)

Cross-Reference Table

Form N-8B-2 Item No.	Caption in Prospectus
1, 2	Cover; Southland Life Insurance Company; Southland Separate Account L1
3	Inapplicable
4	Southland Life Insurance Company
5, 6	Southland Separate Account L1
7	Inapplicable
8	Financial Statements
9	Inapplicable
10(a), (b), (c), (d), (e)	Policy Summary; Policy Values; Determining Values in the Variable Investment Options; Charges and Deductions; Surrender; Partial Withdrawals; The Guaranteed Interest Division; Transfers of Account Value; Right to Exchange Policy; Lapse; Reinstatement; Premiums
10(f)	Voting Privileges; Right to Change Operations
10(g), (h)	Right to Change Operations
10(i)	Tax Considerations; Detailed Information about the Policy; General Policy Provisions; The Guaranteed Interest Account
11, 12	Southland Separate Account L1
13	Policy Summary; Charges and Deductions; Group or Sponsored Arrangements, or Corporate Purchasers

ii

Form N-8B-2 Item No.	Caption in Prospectus
14, 15	Policy Summary; Free Look Period; General Policy Provisions; Applying for a Policy
16	Premiums; Investment Date and Allocation of Net Premiums; How We Calculate Accumulation Unit Values
17	Premium Payments Affecting Your Coverage; Surrender; Partial Withdrawal
18	Policy Summary; Tax Considerations; Detailed Information about the Policy; Southland Separate Account L1
19	Reports to Owners; Notification and Claims Procedures; Performance Information (Appendix B)
20	See 10(g) & 10(a)
21	Policy Loans
22	Policy Summary; Premiums; Grace Period; Southland Separate Account L1; Detailed Information about the Policy
23	Inapplicable
24	Inapplicable
25	Southland Life Insurance Company
26	Inapplicable
27, 28, 29, 30	Southland Life Insurance Company
31, 32, 33, 34	Inapplicable
35	Inapplicable
36	Inapplicable

iii

Form N-8B-2 Item No.	Caption in Prospectus
37	Inapplicable
38, 39, 40, 41(a)	General Policy Provisions; Distribution of the Policies; Southland Life Insurance Company
41(b), 41(c), 42, 43	Inapplicable
44	Determining the Value in the Variable Investment Options;
	How We Calculate Accumulation Unit Values
45	Inapplicable
46	Partial Withdrawals; Detailed Information about the Policy
47, 48, 49, 50	Inapplicable
51	Detailed Information about the Policy
52	Determining the Value in the Variable Investment Options; Right to Change Operations
53(a)	Tax Considerations
53(b), 54, 55	Inapplicable
56, 57, 58	Inapplicable
59	Financial Statements

iv

Prospectus

MARKET DIMENSIONS VARIABLE UNIVERSAL LIFE
FLEXIBLE PREMIUM
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

issued by

Southland Life Insurance Company
and
Southland Separate Account L1

Consider carefully the policy charges and deductions beginning on page 44 in this prospectus.

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

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

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

Your Policy

• is a flexible premium adjustable combination fixed and variable life insurance policy;
• is issued by Southland Life Insurance Company;
• is guaranteed not to lapse during the first three policy years if you meet certain requirements; and
• is returnable by you during the free look period if you are not satisfied.

Your Policy Premium Payments

• are flexible, so the premium amount and frequency may vary;
• are allocated to variable investment subaccounts and the guaranteed interest division, based on your instructions;
• are invested in shares of the underlying investment portfolios under each variable investment option; and
• can be invested in as many as eighteen investment options over the policy's lifetime.

Your Account Value

• is the sum of your holdings in the variable investment options, the guaranteed interest division and the loan division;
• has no guaranteed minimum value under the variable investment options. The value varies with the value of the underlying investment portfolio;
• has a minimum guaranteed rate of return for amounts in the guaranteed interest division; and
• is subject to specified expenses and charges, including possible surrender charges.

Death Proceeds

• are paid if the policy is in force when the insured person dies;
• are equal to the death benefit minus an outstanding policy loan, accrued loan interest and unpaid charges incurred before the insured person dies;
• are calculated under your choice of options;

           * Option A- a stated death benefit;

           * Option B- a stated death benefit plus your account value; and

• are generally not federally income taxed if your policy continues to meet the federal income tax definition of life insurance.

Neither the SEC nor any state securities commission has approved these securities or determined that this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This life insurance policy IS NOT a bank deposit or obligation, federally insured or backed by any bank or government agency.

Date of Prospectus __________________, 2000

ISSUED BY: Southland Life
      Insurance Company
1290 Broadway
Denver, CO 80203-5699 UNDERWRITTEN BY: ING America Equities, Inc.
P.O. Box 173789
Denver, CO 80217-3789

THROUGH ITS: Southland Separate Account L1

ADMINISTERED BY: Southland Customer Service Center
P.O. Box 173789
Denver, CO 80217-3789
(800) 224-3035

Market Dimensions   			2

TABLE OF CONTENTS

POLICY SUMMARY	4
Your Policy	4
Free Look Period	4
Premium Payments	4
Charges and Deductions	4
Variable Division	6
Fees and Expenses of the Investment Portfolios	6
Policy Values	8
Transfers of Account Value	8
Special Policy Features	8
Policy Modification, Termination and Continuation Features	9
Death Benefits	9
Tax Considerations	10
SOUTHLAND, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS	12
Southland Life Insurance Company	12
Southland Separate Account L1	12
Investment Portfolio Objectives	13
The Guaranteed Interest Division	18
Maximum Number of Investment Options	19
DETAILED INFORMATION ABOUT THE POLICY	19
Applying for a Policy	19
Temporary Insurance	19
Policy Issuance	19
Premiums	20
Premium Payments Affect Your Coverage	22
Death Benefits	22
Riders	27
Special Features	29
Policy Values	30
Transfers of Account Value	32
Dollar Cost Averaging	32
Automatic Rebalancing	33
Policy Loans	34
Partial Withdrawals	35
Lapse	36
Reinstatement	37
Surrender	37
General Policy Provisions	38
Administrative Information About the Policy	42
CHARGES AND DEDUCTIONS	44
Deductions from Premiums	44
Policy Transaction Fees	46
Surrender Charge	46
Group or Sponsored Arrangements, or Corporate Purchasers	47
TAX CONSIDERATIONS	48
Tax Status of the Policy	48
Diversification and Investor Control Requirements	48
Tax Treatment of Policy Death Benefits	49
Modified Endowment Contracts	49
Multiple Policies	49
Distributions Other than Death Benefits from Modified Endowment Contracts	49
Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts	50
Investment in the Policy	50
Policy Loans	50
Continuation of Policy Beyond Age 100	50
Section 1035 Exchanges	50
Tax-exempt Policy Owners	50
Possible Tax Law Changes	50
Changes to Comply with the Law	50
Other	51
ADDITIONAL INFORMATION	52
Directors and Officers	52
Regulation	53
Legal Matters	53
Legal Proceedings	53
Experts	53
Registration Statement	53
FINANCIAL STATEMENTS	54
APPENDIX A	57
APPENDIX B	58

Market Dimensions   			3

POLICY SUMMARY 

Your Policy

Your policy provides life insurance protection on the insured person. The policy includes the basic policy, applications, and riders, amendments or endorsements. As long as the policy remains in force, we pay a death benefit at the death of the insured person. While your policy is in force, you may access a portion of your policy value by taking loans or partial withdrawals. You may surrender your policy for its net cash surrender value. At the policy anniversary nearest the insured person's 100^th birthday you may surrender your policy or continue it under the continuation of coverage option. See Continuation of Coverage, page 30.

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

Free Look Period

Within limits as specified by law, you have the right to examine your policy and return it for a refund of all premium payments we have received or the account value, if you are not satisfied for any reason. The policy is then void. See Free Look Period, page 38.

Premium Payments

The policy is a flexible premium policy because the amount and frequency of the premium payments you make may vary within limits. You must make premium payments:

• for us to issue your policy;
• sufficient to keep your policy in force; and
• as necessary to continue certain benefits.

Depending on the amount of premium you choose to pay it may not be enough to keep your policy or certain riders in force. See Premiums, page 20.

Allocation of Net Premiums

This policy has premium-based charges which are subtracted from your payments. We add the balance, or net premium, to your policy based on your investment instructions. You may allocate the net premium among one or more variable investment options or the guaranteed interest division. See Allocation of Net Premiums, page 21.

Charges and Deductions

All charges presented here are guaranteed unless stated otherwise.

 
____________________________________
This summary highlights some important points about your policy. The policy is more fully described in the attached, complete prospectus. Please read it carefully. "We," "us," "our" and the "company" refer to Southland Life Insurance Company. "You" and "your" refer to the policy owner. The owner is the individual, entity, partnership, representative or party who may exercise all rights over the policy and receive the policy benefits during the insured person's lifetime.

State variations are covered in a special policy form used in that state. This prospectus provides a general description of the policy. Your actual policy and any riders are the controlling documents. If you would like to review a copy of the policy and riders, contact our customer service center or your agent/registered representative.

Market Dimensions   			4

Policy Charges

(See Charges and Deductions, page 44)

Deductions from Premiums
Charge	When Charge is Deducted	Amount Deducted	Policies Affected
Premium Taxes	Each premium payment received	Currently: 2.5% for state and local taxes; 1.5% for estimated federal income tax treatment of deferred acquisition costs. (OAC)	All policies
Maximum Sales Charge	Each premium payment received	Guaranteed maximum of 4% of all premium payments; currently, 4% of the first ten target premiums and none thereafter.	All policies
Surrender Charge	First fourteen policy or segment years upon surrender from account value	A dollar amount per $1,000 of stated death benefit. Currently: level in years 0 - 9, then decreases to zero in year fifteen.	All policies surrendered or decreases in death benefit in first fourteen policy/ segment years
Annual Charges Other Than Portfolio Company Operating Expenses
Charge	When Charge is Deducted	Amount Deducted	Policies Affected
Mortality & Expense Risk Charge	Monthly from account value	Percentage of account value in variable division. Currently: Policy years 1 - 5, 0.075% monthly (0.90% annually); 6 - 10, 0.0625% monthly (0.75% annually); 11+, 0.025% monthly (0.30% annually).	All policies
Monthly Administrative Charge	Monthly from account value	Currently: $6 monthly with a guaranteed maximum of $10.	All policies
Cost of Insurance Charge	Monthly from account value	Varies based on current cost of insurance rates and net amount at risk.	All policies
Guaranteed Minimum Death Benefit Charge	Monthly from account value	$0.005 per $1,000 of stated death benefit with a guaranteed maximum of $0.01 per $1,000 of stated death benefit.	All policies electing this feature
Transaction Fees
Charge	When Charge is Deducted	Amount Deducted	Policies Affected
Rider Charges	Monthly from account value	Varies depending on the rider benefits you choose.	All policies electing rider(s) with charges
Partial Withdrawal Fee	Upon withdrawal from account value	2% of amount withdrawn up to $25.	All policies taking partial withdrawals
Illustration Fee	Transaction date from account value	Currently: one free illustration per policy year, then a $25 fee may apply.	All policies

Market Dimensions   			5

Variable Division

If you invest in any of the variable investment options you may make or lose money depending on market conditions. The variable investment options are described in the prospectuses for the underlying investment portfolios. Each investment portfolio has its own investment objective. See Investment Portfolio Objectives, page 13.

These expenses are not direct charges against variable investment option assets or reductions from contract values; rather these expenses are included in computing each underlying portfolio's net asset value, which is the share price used to calculate the unit values of the variable investment options. For a more complete description of the portfolios' costs and expenses, see the prospectuses for the portfolios.

Fees and Expenses of the Investment Portfolios

The variable division purchases shares of the underlying investment portfolios at net asset value. This price reflects investment management fees, 12b-1 fees and other direct expenses deducted from the portfolio assets. This table describes these fees and expenses in gross amounts and net amounts after waiver or reimbursement of fees or expenses by the investment portfolio advisers. Waivers or reimbursements are voluntary and subject to change. The portfolio expense information was provided to us by the portfolios and we have not independently verified this information.

Market Dimensions   			6

Investment Portfolio Annual Expenses (As a Percentage of Portfolio Average Net Assets)

Portfolio	Investment  Management  Fees	12b-1  Fees	Other  Expenses	Total  Portfolio Expenses	Fees and Expenses  Waived or Reimbursed	Total Net  Portfolio Expenses
The Alger American Fund
Alger American Growth Service Class	0.75%	N/A	0.04%	0.79%	N/A	0.79%
Alger American Leveraged AllCap 1	0.85%	N/A	0.08%	0.93%	N/A	0.93%
Alger American MidCap Growth	0.80%	N/A	0.05%	0.85%	N/A	0.85%
Alger American SmallCap Service Class	0.85%	N/A	0.05%	0.90%	N/A	0.90%
Fidelity Variable Insurance Products Fund 2
VIP Equity - Income Service Class	0.48%	0.10%	0.09%	0.67%	0.01%	0.66%
VIP Growth Service Class	0.58%	0.10%	0.08%	0.76%	0.01%	0.75%
VIP High Income Service Class	0.58%	0.10%	0.11%	0.79%	N/A	0.79%
VIP Overseas Service Class	0.73%	0.10%	0.18%	1.01%	0.03%	0.98%
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Service Class 2	0.53%	0.10%	0.10%	0.73%	N/A	0.73%
VIP II Contrafund Service Class 2	0.58%	0.10%	0.10%	0.78%	0.03%	0.75%
VIP II Index 500	0.24%	N/A	0.10%	0.34%	0.06%	0.28%
VIP II Investment Grade Bond	0.43%	N/A	0.11%	0.54%	N/A	0.54%
The GCG Trust 3
Liquid Asset Portfolio	0.56%	N/A	0.00%	0.56%	N/A	0.56%
Mid-Cap Growth Portfolio	0.91%	N/A	0.00%	0.91%	N/A	0.91%
Research Portfolio	0.91%	N/A	0.00%	0.91%	N/A	0.91%
Total Return Portfolio	0.91%	N/A	0.00%	0.91%	N/A	0.91%
INVESCO Variable Investment Funds, Inc.
INVESCO VIF - Equity Income 4	0.75%	N/A	0.44%	1.19%	0.02%	1.17%
INVESCO VIF - Utilities 5	0.60%	N/A	1.08%	1.68%	0.47%	1.21%
Janus Aspen Series Service Shares 6
Janus Aspen Aggressive Growth	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen Balanced	0.65%	0.25%	0.02%	0.67%	N/A	0.92%
Janus Aspen Growth	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen International Growth	0.65%	0.25%	0.11%	1.01%	N/A	1.01%
Janus Aspen Worldwide Growth	0.65%	0.25%	0.05%	0.95%	N/A	0.95%

____________________________

¹ Included in Alger American Leveraged AllCap portfolios "Other Expenses" is 0.01% of interest expense.

² Each Fidelity Service class fund currently pays .10% of its average net assets as a 12b-1 fee. This fee could vary; but cannot exceed .25%. The total Net Portfolio Expenses presented are after Fidelity absorbed a portion of the portfolio and custodian expenses for some portfolios with brokerage commissions and uninvested cash balances. Before the fee absorption, the total net portfolio expenses would be 0.77% for the VIP Growth Portfolio, 1.01% for the VIP Overseas Portfolio, 0.67% for VIP Equity - Income Portfolio and 0.78% for VIP II Contrafund Portfolio.

³ The GCG Trust pays Directed Services, Inc. ("DSI") for its services a monthly management fee based on the annual rates of the average daily net assets of the investment portfolios. DSI (and not the GCG Trust) in turn pays each portfolio manager a monthly fee for managing the assets of the portfolios.

Market Dimensions   			7

⁴ INVESCO absorbed a portion of VIF-Equity Income Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.42% and 1.17% respectively.

⁵ INVESCO absorbed a portion of VIF-Utilities Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.61% and 1.21%, respectively.

⁶ Janus Aspen Service Shares has a distribution plan or "Rule 12b-1 plan" which is described in the funds' prospectuses. Expenses are based on the estimated expenses that the new Service Shares Class of each Portfolio expects to incur in its initial year. All expenses are shown without the effect of any expense offset arrangements.

Guaranteed Interest Division

The guaranteed interest division guarantees principal and is part of our general account. Amounts you direct into the guaranteed interest division are credited with interest at a fixed rate. See Guaranteed Interest Division, page 18.

Policy Values

Your policy account value is the amount you have in the guaranteed interest division, plus the amount you have in each variable investment option. If you have an outstanding policy loan, your account value includes the amount in the loan division. See Policy Values, page 30 and Partial Withdrawals, page 35.

Your Account Value in the Variable Investment Options

Accumulation units are the way we measure value in the variable investment options. Accumulation unit value is the value of one unit of a variable investment option on a valuation date. Each variable investment option has a different accumulation unit value. See Determining Values in the Variable Investment Options, page 30.

The accumulation unit value for each variable investment option reflects the investment performance of the underlying investment portfolio during the valuation period. Each accumulation unit value reflects asset-based charges under the policy, and the expenses of the investment portfolios. See Determining Values in the Variable Investment Options, page 30 and How We Calculate Accumulation Unit Values, page 31.

Transfers of Account Value

With some limitations, you may make transfers among the variable investment options or to the guaranteed interest division each policy year. There are restrictions on transfers from the guaranteed interest division See Transfers of Account Value, page 32 and Policy Transaction Fees, page 46.

Special Policy Features

Designated Deduction Investment Option

You may designate one investment option from which we will take all of your monthly deductions. See Designated Deduction Investment Option, page 29.

Riders

You may attach additional benefits to your policy by rider. In most cases, we deduct a monthly charge for these benefits. See Riders, page 27.

Dollar Cost Averaging

Dollar cost averaging is a systematic plan of transferring account value to selected investment options. It is intended to protect your policy from short-term price fluctuations. However, dollar cost averaging does not assure a profit, nor does it protect against a loss in a declining market. Dollar cost averaging is free. See Dollar Cost Averaging, page 32.

Automatic Rebalancing

Automatic rebalancing periodically reallocates your account value among selected investment options to maintain your specified distribution of account value among those investment options. Automatic rebalancing is free. See Automatic Rebalancing, page 33.

Market Dimensions   			8

Loans

You may take loans against your policy's net cash surrender value. We charge a maximum annual loan interest rate of 4% for preferred loans and 6% for non-preferred loans. We credit an annual interest rate of 4% on amounts held in the loan division as collateral for your loan. See Policy Loans, page 34.

Loans may have tax consequences. See Tax Considerations, page 48.

Partial Withdrawals

You may withdraw part of your net cash surrender value after your first policy anniversary. You may make up to twelve partial withdrawals per policy year. Partial withdrawals may reduce your policy's death benefit, incur a fee and will reduce your account value. Surrender charges may apply. See Partial Withdrawals, page 35.

Partial withdrawals may have tax consequences. See Tax Considerations, page 48.

Policy Modification, Termination and Continuation Features

Right to Exchange Policy

For 24 months after the policy date you may convert, or exchange, your policy for a guaranteed policy, unless law requires differently. There is no charge for this exchange. See Right to Exchange Policy, page 29.

Surrender

You may surrender your policy for its net cash surrender value at any time while the insured person is living. All insurance coverage ends on the date we receive your request. See Surrender, page 37.

Lapse

In general, insurance coverage continues as long as your net cash surrender value is enough to pay the monthly deductions. However, your policy and its riders are guaranteed not to lapse during the first three years of your policy if the conditions of the special continuation period have been met. See Lapse, page 36 and Special Continuation Period, page 21.

Reinstatement

You may reinstate your policy and its riders within five years of its lapse if you still own the policy and the insured person meets our underwriting requirements. You will need to give proof of insurability. You will also need to pay required reinstatement premiums.

If you had a policy loan existing when coverage ended, we will reinstate it with accrued loan interest to the date of the lapse. See Reinstatement, page 37.

Policy Maturity

If the insured person is still living on the maturity date or the policy anniversary nearest the insured person's 100^th birthday and you do not choose to let the continuation of coverage feature become effective, you must surrender your policy. We will pay the net account value. Your policy then ends. See Policy Maturity, page 29.

Continuation of Coverage

At the policy anniversary nearest the insured person's 100^th birthday, you may choose to let the continuation of coverage feature become effective. See Continuation of Coverage, page 30.

The tax consequences associated with letting coverage continue after the policy anniversary nearest the insured person's 100^th birthday are unclear and a tax advisor should be consulted before you choose to let coverage continue beyond that date.

Death Benefits

At the death of the insured person, we pay death proceeds to the beneficiary(ies) if your policy is in force. The base death benefit varies based on the death benefit option.

We generally require a minimum stated death benefit of $100,000 to issue your policy. However, we may lower this minimum for group or sponsored arrangements, and corporate purchasers. See Death Benefits, page 22.

You may change your death benefit amount while your policy is in force, subject to certain restrictions. See Changes in Death Benefit Amounts, page 25.

Market Dimensions   			9

Tax Considerations

Under current federal income tax law, death benefits of life insurance policies generally are not subject to income tax. In order for this treatment to apply, the policy must qualify as a life insurance contract. We believe it is reasonable to conclude that the policy will qualify as a life insurance contract. See Tax Status of the Policy, page 48.

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

• partial withdrawals;
• surrender;
• lapse; or
• maturity.

In addition, if your policy is a modified endowment contract, a loan against or secured by the policy may cause income taxation. A penalty tax may be imposed on a distribution from a modified endowment contract as well. See Modified Endowment Contracts, page 49.

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

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

Market Dimensions   			10

Market Dimensions   			11

SOUTHLAND, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS

Southland Life Insurance Company

Southland Life Insurance Company is a stock life insurance company organized under the laws of the State of Texas in 1908. Our headquarters are located at 5780 Powers Ferry Road, NW, Atlanta, Georgia 30327-4390. We are admitted to do business in the District of Columbia and all states except New York. Our total assets exceeded $2.5 billion, and our shareholder's equity exceeded $351 million on a generally accepted accounting principles basis as of December 31, 1999. (See Financial Statements.)

Southland is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING"). ING is one of the world's three largest diversified financial services organizations. ING is headquartered in Amsterdam, The Netherlands. It has consolidated assets over $495 billion on a Dutch (modified U.S.) generally accepted accounting principles basis, as of December 31, 1999.

The principal underwriter and distributor for our policies is ING America Equities, Inc. ING America Equities is an affiliate of Southland and is a registered broker-dealer with the Securities and Exchange Commission ("SEC") and the National Association of Securities Dealers, Inc. ING America Equities is a stock corporation organized under the laws of the State of Colorado in 1993, and is located at 1290 Broadway, Denver, Colorado 80203-5699.

Southland Separate Account L1

Separate Account Structure

We established Southland Separate Account L1 (the "separate account") on February 25, 1994, under Texas insurance law. It is a unit investment trust, registered with the SEC under the Investment Company Act of 1940. The SEC does not supervise our management of the separate account or Southland.

The separate account is used to support our variable life insurance policies and for other purposes allowed by law and regulation. We keep the separate account assets separate from our general account and other separate accounts. We may offer other variable life insurance contracts with different benefits and charges that invest in the separate account. We do not discuss these contracts in this prospectus. The separate account may invest in other securities not available for the policy described in this prospectus.

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

Order of Separate Account Liabilities

State law provides that we may not charge general account liabilities against separate account assets equal to its reserves and other liabilities. This means that if we ever become insolvent, the separate account assets will be used first to pay separate account policy claims. Only if separate account assets remain after these claims have been satisfied can these assets be used to pay other policy owners and creditors.

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

Variable Investment Options

Investment options include the variable investment options and the guaranteed interest division, but not the loan division. The separate account has several subaccounts which invest in shares of underlying investment portfolios. This means that the investment performance of a policy depends on the performance of the investment portfolios you choose. Each investment portfolio has its own investment objective. These investment portfolios are not available directly to individual investors. They are available only as underlying investments for variable annuity and variable life insurance contracts and certain pension accounts.

Investment Portfolios

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

Market Dimensions   			12

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

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

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

Investment Portfolio Objectives

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

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

Some investment portfolio advisers (or their affiliates) may pay us compensation, which may be significant, for servicing or administration expenses. The amount of compensation is usually based on the aggregate assets of the investment portfolio from contracts that we issue or administer. Some advisers may pay us more or less than others and our affiliates may pay us more. We receive 12b-1 fees from some investment portfolios.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Alger American Growth Portfolio	Investment Company: The Alger American Fund Investment Adviser: Fred Alger Management, Inc.	Seeks long term capital appreciation by focusing on growing companies that generally have broad product lines, markets, financial resources and depth of management. Under normal circumstances, the portfolio invests primarily in the equity securities of large companies. The portfolio considers a large company to have a market capitalization of $1 billion or greater.
Alger American Leveraged AllCap Portfolio	Investment Company: The Alger American Fund Investment Adviser: Fred Alger Management, Inc.	Seeks long term-capital appreciation by investing, under normal circumstances, in the equity securities of companies of any size which demonstrate promising growth potential. The portfolio can leverage, that is, borrow money, up to one-third of its total assets to buy additional securities. By borrowing money, the portfolio has the potential to increase its returns if the increase in the value of the securities purchased exceeds the cost of borrowing, including interest paid on the money borrowed.
Alger American MidCap Growth Portfolio	Investment Company: The Alger American Fund Investment Adviser: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on midsize companies with promising growth potential. Under normal circumstances, the portfolio invests primarily in the equity securities of companies having a market capitalization within the range of companies in the S&P MidCap 400 Index.
Alger American Small Capitalization Portfolio	Investment Company: The Alger American Fund Investment Adviser: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on small, fast-growing companies that offer innovative products, services or technologies to a rapidly expanding marketplace. Under normal circumstances, the portfolio invests primarily in the equity securities of small capitalization companies. A small capitalization company is one that has a market capitalization within the range of the Russell 2000 Growth Index or the S&P SmallCap 600 Index.
VIP Equity-Income Portfolio	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks reasonable income and potential for capital appreciation. With a yield which exceeds the composite yield on the securities comprising the S&P®500. Invests in domestic and foreign issuers. Invests at least 65% of total assets in income-producing equity securities, which tend to lead to investments in large cap "value" stocks. Potentially invests in other types of equity securities and debt securities, including lower-quality debt securities. Uses fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
VIP Growth Portfolio	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks capital appreciation by investing in common stocks of companies that it believes have above-average growth potential, either domestic or foreign issuers.
VIP High Income Portfolio	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks a high level of current income while also considering growth of capital by investing in domestic and foreign issuers and companies in troubled or uncertain financial condition. Invests at least 65% of total assets in income-producing debt securities, preferred stocks and convertible securities with an emphasis on lower-quality debt securities. Potentially invests in non-income producing debt securities, including defaulted securities and common stocks. Uses fundamental analysis of each issuer's financial condition, industry position, market and economic conditions to select investments.
VIP Overseas Portfolio	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks long-term growth of capital by investing at least 65% of total assets in foreign securities.
VIP II Asset Manager Portfolio	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company	Seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.
VIP II Contrafund Portfolio	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company	Seeks long-term capital appreciation by investing primarily in common "growth" stocks or "value" stocks or both of domestic and foreign issuers. Invests in securities of companies whose value it believes is not fully recognized by the public. Uses fundamental analysis of each issuer's financial condition, industry position, market and economic conditions to select investments.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
VIP II Index 500 Portfolio	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company Sub-Advisor: Bankers Trust Company	Seeks investment results that correspond to the total return of common stocks publicly traded in the United States as represented by the S&P® 500.
VIP II Investment Grade Bond Portfolio	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company	Seeks as high level of current income as is consistent with the preservation of capital by investing in U.S. dollar-denominated investment grade bonds. Allocates assets across different market sectors and maturities. Analyzes a security's structural features, current pricing and trading opportunities, and the credit quality of its issuer in selecting investments. Manages the portfolio to have similar overall interest rate risk to Lehman Brothers Aggregate Bond Index®.
Liquid Asset Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: ING Investment Management, LLC (an affiliate)	Seeks high level of current income consistent with the preservation of capital and liquidity. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
Mid-Cap Growth Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: Massachusetts Financial Services Company	Seeks long-term growth of capital. Invests primarily in equity securities of companies with medium market capitalization which the portfolio manager believes have above-average growth potential.
Research Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: Massachusetts Financial Services Company	Seeks long-term growth of capital and future income. Invests 80% in common stocks or securities convertible into common stocks of companies believed to have better than average prospects for long-term growth, expected earnings or cash flow.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Total Return Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: Massachusetts Financial Services Company	Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Invests primarily in a combination of equity and fixed income securities.
VIF-Equity Income Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc. Sub-Advisor: INVESCO Capital Management, Inc.	Seeks high current income, with growth of capital as a secondary objective by investing at least 65% of its assets in dividend-paying common and preferred stocks. The rest of the fund's assets are invested in debt securities, and lower-grade debt securities.
VIF-Utilities Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc. Sub-Advisor: INVESCO Capital Management, Inc.	Seeks capital appreciation and income by investing at least 80% of its assets in companies doing business in the utilities economic sector. The remainder of the fund's assets are not required to be invested in the utilities economic sector.
Aspen Aggressive Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital by investing primarily in common stocks selected for their growth potential and normally investing at least 50% of its equity assets in medium-sized companies which fall within the range of companies in the S&P® MidCap 400 Index.
Aspen Balanced Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital, consistent with preservation of capital and balanced by current income by normally investing 40-60% of its assets in securities selected primarily for their growth potential and 40-60% of its assets in securities selected primarily for their income potential. The portfolio normally invests at least 25% of its assets in fixed-income securities.
Aspen Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital in a manner consistent with preservation of capital by investing primarily in common stocks selected for their growth potential. Although the portfolio can invest in companies of any size, it generally invests in larger, more established companies.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Aspen International Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital by investing at least 65% of its total assets in securities of issuers from at least five different countries, excluding the United States. Although the portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country.
Aspen Worldwide Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital in a manner consistent with preservation of capital by investing primarily in common stocks of companies of any size throughout the world. The portfolio normally invests in issuers from at least five different countries, including the United States. The portfolio may at times invest in fewer than five countries or even in a single country.

The Guaranteed Interest Division

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

The general account contains all of our assets other than those held in the separate account (variable investment options) or other separate accounts.

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

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

The amount you have in the guaranteed interest division is all of the net premium you allocate to that account, plus transfers you make to the guaranteed interest division plus interest earned.

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

We declare the interest rate that applies to all amounts in the guaranteed interest division. This interest rate is never less than the minimum guaranteed interest rate of 3.0%. The credited interest rate will be in effect for an initial twelve-month period. Thereafter, the credited interest rate will be similarly guaranteed for a successive period of at least twelve months at the interest rate current at that time. Interest compounds daily at an effective annual rate that equals the declared rate. We credit interest to the guaranteed interest division on a daily basis. We pay interest regardless of the actual investment performance of our account. We bear all of the investment risk for the guaranteed interest division.

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Maximum Number of Investment Options

There are three divisions: the variable division, the guaranteed interest division and the loan division. Under the variable division, there are numerous variable investment options. See Southland Separate Account L1, page 12 and Investment Portfolio Objectives, page 13.

You may invest in a total of eighteen investment options over the life of your policy. Investment options include the variable investment option and the guaranteed interest division, but not the loan division.

As an example, if you have had funds in seventeen variable investment options and the guaranteed interest division, these are the only investment options to which you may later add or transfer funds. However, you could still take a policy loan and access the loan division.

You may want to use fewer investment options in the early years of your policy, so that you can invest in others in the future. If you invest in eighteen variable investment options, you will not be able to invest in the guaranteed interest division.

DETAILED INFORMATION ABOUT THE POLICY

This prospectus describes our standard variable life insurance policy. There may be differences in the policy because of state requirements where we issue your policy. We will describe such differences in your policy.

Applying for a Policy

You purchase this variable universal life policy by submitting an application to us. On the policy date, the insured person must be no older than age 85.

The insured person is the person on whose life we issue a policy and upon whose death we pay the death benefit. See Age, page 38.

You may request that we back-date the policy up to six months to allow the insured person to give proof of a younger age for the purposes of your policy.

Temporary Insurance

If you apply and qualify, we may issue temporary insurance in an amount equal to the face amount of the permanent insurance for which you applied. The maximum amount of temporary insurance is $1 million, which includes any other in-force coverage you have with us.

Temporary coverage begins when:

1. you have completed and signed our conditional receipt or temporary insurance agreement, as applicable;
2. we receive and accept a premium payment of at least your scheduled premium (selected on your application); and
3. parts I and II of the application are complete.

Temporary life insurance coverage ends on the earliest of:

• the date we return your premium payments;
• five days after we mail notice of termination to the address on your application;
• the date your policy coverage starts;
• the date we refuse to issue a policy based on your application; or
• 90 days after you sign our conditional receipt or temporary insurance agreement, as applicable.

There is no death benefit under the temporary insurance agreement if:

• there is a material misrepresentation in statements on your application;
• the person or persons intended to be insured die by suicide or self-inflicted injury; or
• the bank does not honor your premium check.

Policy Issuance

Before we issue a policy, we require satisfactory evidence of insurability of the insured person and payment of your initial premium. This evidence may include a medical examination and completion of all underwriting and issue requirements.

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The policy date shown on your policy schedule determines:

• monthly processing dates;
• policy months;
• policy years; and
• policy anniversaries.

The policy date is not affected by when you receive the policy. We charge monthly deductions from the policy date unless your policy specifies otherwise.

The policy date is determined one of three ways:

• the date you designate on your application, subject to our approval;
• the back-date of the policy to save age, subject to our approval and law; or
• if there is no designated date or back-date, the policy date is:
• the date all underwriting and administrative requirements have been met if we receive your initial premium before we issue your policy; or
• the date we receive your initial premium if it is after we approve your policy for issue.

Definition of Life Insurance

We apply a test to make sure that your policy meets the federal income tax definition of life insurance. The guideline premium/cash value corridor test applies to your policy. We may limit premium payments relative to your policy death benefit under this test. See Tax Status of the Policy, page 48.

Premiums

You may choose the amount and frequency of premium payments, within limits. You cannot make premium payments after the death of the insured person or after the continuation of coverage period begins. See Continuation of Coverage, page 30.

We consider payments we receive to be premium payments if you do not have an outstanding loan and your policy is not in the continuation of coverage period. After we deduct certain charges from your payment, we add the remaining net premium to your policy.

Scheduled Premiums

Your premiums are flexible. You may select your scheduled premium (within our limits) when you apply for your policy. The scheduled premium, shown in your policy and schedule, is the amount you choose to pay over a stated time period. This amount may or may not be enough to keep your policy in force. You may receive premium reminder notices for the scheduled premium on a quarterly, semi-annual or annual basis. You are not required to pay the scheduled premium.

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

You can change the amount of your scheduled premium within our minimum and maximum limits at any time. If you fail to pay your scheduled premium or if you change the amount of your scheduled premium, your policy performance will be affected. During the special continuation period, your scheduled premium should not be less than the minimum annual premium shown in your policy. If you want one of two guaranteed minimum death benefit choices, your scheduled premium should not be less than the guarantee period annual premium shown in your policy. See Guaranteed Minimum Death Benefit, page 26.

Unscheduled Premium Payments

Generally speaking, you may make unscheduled premium payments at any time, however:

1. We may limit the amount of your unscheduled premium payments that would result in an increase in the base death benefit amount required by the federal income tax law definition of life insurance. We may require satisfactory evidence that the insured person is insurable at the time that you make the unscheduled premium payment if the death benefit is increased due to your unscheduled premium payments;
2. We may require proof that the insured person is insurable if your unscheduled premium payment will cause the net amount at risk to increase; and
3. We will return premium payments which are greater than the "seven-pay" limit for your policy if your payment would cause your policy to become a modified endowment contract, unless you have acknowledged in writing the new modified endowment contract status for your policy.

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See Modified Endowment Contracts, page 49 and Changes to Comply with the Law, page 50.

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

Target Premium

Target premium is not based on your scheduled premium. Target premium is actuarially determined based on the age, gender and premium class of the insured person. The target premium is used in determining your sales charge and the sales compensation we pay to broker-dealers. It may or may not be enough to keep your policy in force. You are not required to pay the target premium and there is no penalty for paying more or less. The target premium for your policy and each additional segment listed in your policy schedule. See Premiums, page 20.

Minimum Annual Premium

To qualify for the special continuation period, you must pay a minimum annual premium during each of your first three policy years.

Your minimum annual premium is based on:

• the insured person's age, gender and premium class;
• the stated death benefit of your policy; and
• riders on your policy.

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

Special Continuation Period

The special continuation period, or no lapse guarantee period, is the first three policy years. Under the special continuation period, we guarantee that your policy will not lapse, regardless of its net cash surrender value, if on a monthly processing date:

• the sum of all premiums you have paid, minus partial withdrawals that you have taken, minus outstanding policy loans, including accrued loan interest, is greater than or equal to;
• the minimum monthly premiums for each policy month from the first month of your policy through the current monthly processing date.

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

During the first three years of your policy, if there is not enough net cash surrender value to pay these monthly deductions and you have satisfied the requirements, we do not allow your policy to lapse. We do not permanently waive policy charges. Instead, we continue to deduct these charges which may result in a negative net cash surrender value, unless you pay enough premium to prevent this. The negative balance is your unpaid monthly deductions owing. At the end of the special continuation period, to avoid lapse of your policy you must pay enough premium to bring the net cash surrender value to zero plus the amount that covers your estimated monthly deductions for the following two months. See Lapse, page 38.

Investment Date and Allocation of Net Premiums

The net premium is the balance remaining after we deduct tax and sales charges from your premium payment.

Insurance coverage does not begin until we receive your initial premium. It must be at least equal to the sum of your scheduled premiums due from your policy date through your investment date.

The investment date is the first date we apply the net premium we have received to your policy.

We apply the initial net premium to your policy after:

we receive the required amount of premium;

all issue requirements have been received by our customer service center; and

we approve your policy for issue.

Amounts you designate for the guaranteed interest division will be allocated to that account on the investment date. If your state requires the return of your premium during the free look period, we initially invest amounts you have designated for the variable investment options into The GCG Trust

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Liquid Asset Portfolio. We later transfer these amounts from the Liquid Asset Portfolio to your selected variable investment options, based on your most recent premium allocation instructions, at the earlier of the following dates:

• five days after we mailed your policy plus your state free look period has ended; or
• we have received your delivery receipt plus your state free look period has ended.

If your state provides for return of account value during the free look period or no free look period, we invest amounts you designated for the variable investment options directly into your selected investment portfolios.

We allocate all later premium payments to your policy on the valuation date of receipt. We use your most recent premium allocation instructions specified in whole number percentages totaling 100% and using up to eighteen investment options over the life of your policy. See Maximum Number of Investment Options, page 19.

Premium Payments Affect Your Coverage

Unless you have the guaranteed minimum death benefit feature or your policy is in the special continuation period, your coverage lasts only as long as your net cash surrender value is enough to pay the monthly charges and your account value minus any surrender charge is more than your outstanding policy loan plus accrued loan interest. If you do not meet these conditions, your policy will enter the 61-day grace period and you must make a premium payment to avoid lapse. See Lapse, page 36 and see Grace Period, page 36.

If you pay your minimum annual premium each year during the first three policy years and take no policy loan or withdrawals, we guarantee your policy and riders will not lapse during the special continuation period, regardless of your net cash surrender value. See Special Continuation Period, page 21.

Under the guaranteed minimum death benefit, the base death benefit portion of your policy remains effective until the end of the guarantee period. The guaranteed minimum death benefit feature does not apply to riders which can lapse and terminate during the guarantee period. You must meet all conditions of the guarantee. See Guaranteed Minimum Death Benefit, page 26.

Modified Endowment Contracts

There are special federal income tax rules for distributions from life insurance policies which are modified endowment contracts. These rules apply to policy loans, surrenders and partial withdrawals. Whether or not these rules apply depends upon whether or not the premiums we receive are greater than the "seven-pay" limit.

If we find that your scheduled premium causes your policy to be a modified endowment contract on your policy date, we will require you to acknowledge that you know the policy is a modified endowment contract. We will issue your policy based on the scheduled premium you selected. If you do not want your policy to be issued as a modified endowment contract, you may reduce your scheduled premium to a level which does not cause your policy to be a modified endowment contract. We will then issue your policy based on the revised scheduled premium. See Modified Endowment Contracts, page 49.

Death Benefits

You can decide the amount of insurance you need, now and in the future. You can combine the long-term advantages of permanent life insurance (base coverage) with the flexibility and short-term advantages of term life insurance. Both permanent and term life insurance are available with your one policy. The stated death benefit is the permanent element of your policy. The adjustable term insurance rider is the term insurance element of your policy. See Adjustable Term Insurance Rider, page 27.

Generally we require a minimum stated death benefit of $100,000. We may reduce the minimum stated death benefit for group or sponsored arrangements, or corporate purchasers. Our underwriting procedures in effect at the time you apply may limit the maximum stated death benefit.

When we issue your policy, we base the initial insurance coverage on the instructions in your application. The death benefit at issue may vary from the stated death benefit plus adjustable term insurance coverage for some 1035 exchanges.

Your death benefit is calculated as of the date of death of the insured person.

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Coverage provided by the adjustable term insurance rider is not included in the guaranteed minimum death benefit.

It may be to your economic advantage to include part of your insurance coverage under the adjustable term insurance rider. Both the cost of insurance under the adjustable term insurance rider and the cost of insurance for the base death benefit are deducted monthly from your account value and generally increase with the age of the insured person. Use of the adjustable term insurance rider may reduce the sales compensation, but may increase the monthly cost of insurance. See Adjustable Term Insurance Rider, page 27.

Death Benefit Summary

This chart assumes no death benefit option changes and no requested or scheduled increases or decreases in stated or target death benefit and that partial withdrawals are less than the premium we receive.

	Option A	Option B
Stated Death Benefit	The amount of policy death benefit at issue, not including rider coverage. This amount stays level throughout the life of the policy.	The amount of policy death benefit at issue, not including rider coverage. This amount stays level throughout the life of the policy.
Base Death Benefit	The greater of the stated death benefit or the account value multiplied by the appropriate death benefit corridor factor.	The greater of the stated death benefit plus the account value, or the account value multiplied by the appropriate death benefit corridor factor.
Target Death Benefit	Stated death benefit plus adjustable term insurance rider benefit. This amount remains level throughout the life of the policy.	Stated death benefit plus adjustable term insurance rider benefit. This amount remains level throughout the life of the policy.
Total Death Benefit	The greater of the target death benefit or the base death benefit.	The greater of the target death benefit plus the account value or the base death benefit.
Adjustable Term Insurance Rider Benefit	The total death benefit minus base death benefit, but not less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit, the adjustable term insurance benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit. If the base death benefit becomes greater than the target death benefit, then the adjustable term insurance rider benefit is zero.	The total death benefit minus the base death benefit, but not less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit plus the account value, the adjustable term insurance rider benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit plus the account value. If the base death benefit becomes greater than the target death benefit plus the account value, then the adjustable term insurance rider benefit is zero.

Base Death Benefit

Your base death benefit can be different from your stated death benefit as a result of:

• your choice of death benefit option;
• increases or decreases in the stated death benefit; or
• a change in your death benefit option.

Federal income tax law requires that your death

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benefit be at least as much as your account value multiplied by a factor defined by law. This factor is based on:

• the insured person's age; and
• the guideline premium/cash value corridor test for the federal income tax law definition of life insurance. See Appendix A, page 57.

As long as your policy is in force, we will pay the death proceeds to your beneficiary(ies) calculated at the death of the insured person. The beneficiary(ies) is(are) the person (people) you name to receive the death proceeds from your policy. The death proceeds are:

• your base death benefit; plus
• rider benefits; minus
• your outstanding policy loan with accrued loan interest; minus
• outstanding policy charges incurred before the insured person's death.

There could be outstanding policy charges if the insured person dies while your policy is in the grace period or in the three-year special continuation period.

Death Benefit Options

You have a choice of two death benefit options: option A or option B (described below). Your choice may result in your base death benefit being greater than your stated death benefit.

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

1. your stated death benefit on the date of the insured person's death; or
2. your account value on the date of the insured person's death multiplied by the appropriate "Death Benefit Corridor Factor" from the table in Appendix A.

With option A, positive investment performance generally reduces your net amount at risk, which lowers your policy's cost of insurance charge. Option A offers insurance coverage that is a set amount with potentially lower cost of insurance charges over time.

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

1. your stated death benefit plus your account value on the date of the insured person's death; or
2. your account value on the date of the insured person's death multiplied by the appropriate "Death Benefit Corridor Factor" from the table in Appendix A.

Changes in Death Benefit Options

You may request a change in your death benefit option A or B at any time on or after your first monthly processing date and before the continuation of coverage period begins. You may change from death benefit option A to option B, or from option B to option A. For you to change from death benefit option A to option B, we may require proof that the insured person is insurable under our normal rules of underwriting. A death benefit option change applies to your entire stated or base death benefit.

Your death benefit option change is effective on your next monthly processing date after we approve it, so long as at least one day remains before your monthly processing date. If less than one day remains before your monthly processing date, the change will be effective on your second following monthly processing date.

After we approve your request, we send a new policy schedule page to you. You should attach it to your policy. We may ask you to return your policy to our customer service center so that we can make this change for you.

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

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

Change From	Change To	Stated Death Benefit Following Change:
Option A	Option B	your stated death benefit before the change minus your account value as of the effective date of the change.
Option B	Option A	your stated death benefit before the change plus your account value as of the effective date of the change.

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We increase or decrease your stated death benefit to keep the net amount at risk the same on the date of your death benefit option change. There is no change to the amount of coverage under your adjustable term insurance rider. See Cost of Insurance Charge, page 45.

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

We do not impose a surrender charge for any decrease in your stated death benefit due to you changing your death benefit option. We do not adjust the target premium when you change your death benefit option. See Surrender Charge, page 46.

Changing your death benefit option may reduce or increase your target death benefit, as well as your stated death benefit.

Changing your death benefit option may have tax consequences. You should consult a tax adviser before changing your death benefit option.

Changes in Death Benefit Amounts

Contact your agent/registered representative or our customer service center to request a change in your policy's death benefit. The request is effective on the next monthly processing date after we receive and approve your request. There may be underwriting or other requirements which must be met before your request can be approved. Your requested change must be for at least $1,000.

After we make your requested change, we will send you a new policy schedule page. Keep it with your policy. We may ask you to send your policy to us so that we can make the change for you. You may change the target death benefit once in a policy year.

We may not approve a requested change if it will disqualify your policy as life insurance under federal income tax law. If we disapprove a change for any reason, we provide you with a notice of our decision. See Tax Considerations, page 48.

If you decrease your death benefit, you may not decrease your target death benefit below the minimum we require to issue your policy.

You cannot decrease the stated death benefit below $100,000, or the minimum we require to issue your policy.

You may reduce your death benefit on or after your first policy anniversary. Requested reductions in the death benefit will be applied first to decrease the target death benefit. We decrease your stated death benefit only after your adjustable term insurance rider coverage is reduced to zero. If you have more than one segment, we divide decreases in stated death benefit among your benefit segments pro rata unless law requires differently.

You may increase your target or stated death benefit on or after your first monthly processing date and before the insured person's 85^th birthday.

You must provide satisfactory evidence that the insured person is still insurable to increase your death benefit. Unless you tell us differently, we assume your request for an increase in your target death benefit is also a request for an increase to your stated death benefit. Thus, the amount of your adjustable term insurance rider will not change.

The initial death benefit segment, or first segment, is the stated death benefit on your policy's effective date. A requested increase in stated death benefit will cause a new segment to be created. Once created, it is permanent unless law requires differently. The segment year runs from the segments effective date to its anniversary.

Each new segment may have:

• a new minimum annual premium during the special continuation period;
• a new sales charge;
• new cost of insurance charges, guaranteed and current;
• a new incontestability period;
• a new suicide exclusion period; and
• a new target premium.

We allocate the net amount at risk among segments in the same proportion that each segment bears to the total stated death benefit. Premiums we receive after an increase are applied to your policy segments in the same proportion as the target premium for each segment bears to the total target premium for all segments.

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There may be tax consequences as a result of a change in your death benefit amount. You should consult a tax adviser before changing your death benefit amount See Tax Status of the Policy, page 48 and Modified Endowment Contracts, page 49.

Guaranteed Minimum Death Benefit

Usually, your coverage lasts only as long as your net cash surrender value is enough to pay the monthly charges and your account value is more than your outstanding policy loan plus accrued loan interest. Your account value depends on:

1. timing and amount of any premium payments;
2. the investment performance of the variable investment options;
3. the interest you earn in the guaranteed interest division;
4. the amount of your monthly charges;
5. partial withdrawals you take; and
6. loan activity you may have.

The guaranteed minimum death benefit provides that your stated death benefit remains in force for the selected guarantee period regardless of your net cash surrender value, provided certain conditions are met.

The guaranteed minimum death benefit may be put in force only at policy issue. It enables you to put one of two guarantee period options in force.

The guarantee period options provide for a guarantee period that lasts:

1. under one guaranteed minimum death benefit option, the later of ten policy years or until the policy anniversary nearest insured person's 65^th birthday; or
2. under the other guaranteed minimum death benefit option, the earlier of: the lifetime of the insured person so long as your policy is still in force; or until the maturity date.

The guaranteed minimum death benefit coverage does not apply to riders, including the adjustable term insurance rider. Therefore, if your net cash surrender value is not enough to pay the deductions as they come due on your policy and if your policy is no longer in the special continuation period, only the stated death benefit portion of your coverage is guaranteed to stay in force.

Charges for your guaranteed minimum death benefit and base coverage are deducted each month to the extent that there is sufficient net account value to pay these charges. If there is not sufficient net account value to pay a charge, it is permanently waived. Deduction of charges will resume once there is sufficient net account value.

The guaranteed minimum death benefit is not available in some states. See Monthly Deductions From Your Account Value, page 44.

Requirements to Maintain the Guarantee Period

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

Although the required guarantee period annual premium level is different for the two guaranteed period options, the guaranteed minimum death benefit operates similarly for either option.

Your guarantee period annual premium depends on which of the two guarantee periods you choose, as well as:

• your policy's stated death benefit;
• the insured person's age, gender, premium class and underwriting characteristics;
• the death benefit option you choose;
• additional rider coverage on your policy; and
• other additional benefits on your policy.

For most policies, the guarantee period annual premium for the guarantee period for life will be equal to the guideline annual premium determined under the federal income tax law definition of life insurance. For most policies, the guarantee period annual premium for the ten year or age 65 guarantee period will be the greater of the target premium or the minimum annual premium for each segment. The guarantee period annual premium for the guarantee period for life will be greater than that required for the ten year or age 65 guarantee period.

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At each monthly processing date we test to see if you have paid enough premium to keep your guarantee in place. We calculate:

• actual premiums paid; minus
• the amount of any partial withdrawals you make; minus
• policy loans you take with accrued loan interest. This amount must equal or exceed:
• the sum of the guarantee period monthly premium payments for each policy month starting with your first policy month through the end of the policy month that begins on the current monthly processing date.

You must continually meet the requirements of the guarantee period for this feature to remain in effect. We show the guarantee period annual premium on your policy schedule. If your policy benefits increase, the guarantee period annual premium increases.

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

1. your net account value must be in at least five investment options; and
2. no more than 35% of your net account value may be invested in any one investment option.

Your policy will continue to meet the diversification requirements if:

1. you have automatic rebalancing and you meet the two diversification tests listed above; or
2. you have dollar cost averaging which results in transfers into at least four investment options with no more than 35% of any transfer directed to any one investment option.

See Dollar Cost Averaging, page 32 and Automatic Rebalancing, page 33.

If you choose to activate the guaranteed minimum death benefit, you must make sure your policy satisfies the premium test and diversification test continuously from your policy date. If you fail to satisfy either test and you do not correct it, this feature terminates. Once it terminates, you cannot reinstate the guaranteed minimum death benefit feature. The guarantee period annual premium then no longer applies to your policy.

Riders

Your policy may include benefits, attached by rider. A rider may have an additional cost. You may cancel riders at any time.

Periodically we may offer other riders not listed here. Contact your agent/registered representative for a complete list of riders available.

Adding or canceling riders may have tax consequences. See Modified Endowment Contracts, page 49.

Adjustable Term Insurance Rider

You may increase your death proceeds by adding an adjustable term insurance rider. This rider allows you to schedule the pattern of death benefits appropriate for your anticipated needs. The amount we pay is the term death benefit in force at the time of the death of the insured person. As the name suggests, the adjustable term insurance rider adjusts over time to maintain your desired level of coverage.

You specify a target death benefit when you apply for this rider. The target death benefit can be level for the life of your policy or can be scheduled to change at the beginning of a selected policy year(s). See Death Benefits, page 22.

The adjustable term insurance rider death benefit is the difference between your target death benefit and your base death benefit, but not less than zero. The rider's death benefit automatically adjusts daily as your base death benefit changes.

We generally require a minimum stated death benefit of $100,000. We generally restrict your target death benefit to an amount not more than eleven times your stated death benefit at issue. In other words, if your stated death benefit is $100,000, then the maximum amount of target death benefit we allow you is $1,100,000. This feature is called Adjustable Term Insurance Rider blending.

Your death benefit depends on which death benefit option is in effect:

     Option A: If option A is in effect, the total death benefit is the greater of:

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1. the target death benefit; or
2. the account value multiplied by the appropriate factor from the death benefit corridor factors in the policy.

     Option B: If option B is in effect, the total death benefit is the greater of:

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

For example, under option A, assume your base death benefit changes as a result of a change in your account value. The adjustable term insurance rider adjusts to provide death benefits equal to your target death benefit in each year:

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

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

Even when the adjustable term insurance is reduced to zero, your rider remains in effect until you remove it from your policy. Therefore, if later the base death benefit drops below your target death benefit, the adjustable term insurance rider coverage reappears to maintain your target death benefit.

You may change the target death benefit schedule after it is issued, based on our rules. See Changes in Death Benefit Amounts, page 25.

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

Partial withdrawals, changes from death benefit option A to option B and base decreases may reduce your target death benefit. See Partial Withdrawals, page 35 and Changes in Death Benefit Options, page 24.

There is no defined premium for a given amount of adjustable term insurance coverage. Instead, we deduct a separate monthly cost of insurance charge from your account value. The cost of insurance for this rider is calculated as the monthly cost of insurance rate for the rider coverage multiplied by the adjustable term death benefit in effect at the monthly processing date. The cost of insurance rates are determined by us from time to time. They will be based on the rider issue age, gender and premium class of the person insured, as well as the length of time since your policy date.

The only charge for this coverage is the cost of insurance charges. The total charges you pay may be less if you have greater coverage under an adjustable term insurance rider rather than as base death benefit. The monthly guaranteed maximum cost of insurance rates for this rider are in your policy. See Cost of Insurance Charge, page 45.

There are no sales charges or surrender charges for this coverage.

If the target death benefit is increased by you after the adjustable term insurance rider is issued, we use the same cost of insurance rate schedule for the entire coverage for this rider. These rates are based on the original premium classes even though satisfactory new evidence of insurability is required for the increased schedule. See Cost of Insurance Charge, page 45.

Not all policy features apply to the adjustable term insurance rider. The rider does not contribute to the policy account value nor to surrender value. It does not affect investment performance and cannot be used for a policy loan. The adjustable term insurance rider provides benefits only at the insured person's death.

Accelerated Death Benefit Rider

The rider pays part of the death benefit to you upon your written request if a qualified doctor diagnoses a terminal illness of the insured person. The accelerated death benefit payment acts as a lien against the policy. There is no charge for this rider.

Accidental Death Benefit Rider

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The accidental death benefit rider will pay the benefit amount selected by you if the insured dies as a result of an accident. The insured person may be no less than age 5 and no more than age 60 at issue. The minimum coverage is $10,000. The maximum coverage is based on the insured person's age. The monthly charge for this rider is $0.08 to $0.15 per $1,000 of rider coverage.

Additional Insured Rider

The additional insured rider provides death benefits upon the death of an insured person covered by the rider. At issue, the insured person under the rider must be no older than age 75. You may have up to nine additional insured persons on your policy. We require proof of insurability for each additional insured. The minimum amount of coverage for each rider is $10,000. The maximum coverage for all additional insured riders is five times your total stated death benefit. The monthly charge for this rider is included as part of the cost of insurance charge. See Cost of Insurance Charge, page 45.

Children's Insurance Rider

The children's insurance rider allows you to add death benefit coverage on your children. You may cover children upon birth or legal adoption without evidence of insurability. Each child must be at least 7 days old and no more than age 18. The minimum coverage per child is $1,000. The maximum coverage is $25,000 per child. The monthly charge for this rider is guaranteed to be no more than $0.50 per $1,000 of rider coverage.

Guaranteed Insurability Rider

The guaranteed insurability rider will allow you to increase your stated death benefit without providing evidence of the insured person's insurability while the policy is in force. The insured person may be no more than age 39. The monthly charge for this rider is $0.04 to $0.19 per $1,000 of coverage depending on the insured person's age. If you add this rider to your policy, you may not add the guaranteed minimum death benefit rider.

Waiver of Cost of Insurance Rider

If the insured person becomes totally disabled while your policy is in force with this rider, we waive the monthly expense charges, cost of insurance charges and rider charges during the disability period. The insured person must be between the ages of 5 and 59. If you add this rider to your policy, you may not add the waiver of specified premium rider. The rider charges are part of the cost of insurance charge. See Cost of Insurance Charge, page 45.

Waiver of Specified Premium Rider

If the insured person becomes totally disabled while your policy is in force with this rider, after a waiting period, we credit a specified premium amount to your policy monthly during the disability period. The insured person must be between ages 5 and 59. The monthly charge for this rider is $2.15 to $13.00 per $100 of rider coverage depending on the insured person's age and gender. If you add this rider to your policy, you may not add the waiver of cost of insurance rider.

Special Features

Designated Deduction Investment Option

You may designate an investment option from which we deduct your monthly charges. You may make this designation at any time. You may not select the loan division.

If you do not choose a designated deduction investment option or the amount in your designated deduction investment option is not enough to cover the monthly deductions. If so, the charges are taken from the variable and guaranteed interest divisions in the same proportion that your account value in each has to your total net account value on the monthly processing date.

Right to Exchange Policy

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

We will not charge you for this exchange. See The Guaranteed Interest Division, page 18.

Policy Maturity

If the insured person is still living on the maturity

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date or the policy anniversary nearest the insured person's 100^th birthday and if you do not want the continuation of coverage feature, the policy matures. You must then surrender the policy for the net account value and end coverage. Part of this payment may be taxable. You should consult your tax adviser.

Continuation of Coverage

The continuation of coverage feature allows your insurance coverage to continue in force beyond policy maturity. If on the policy anniversary nearest the insured person's 100^th birthday you choose to allow the continuation of coverage feature to become effective, we:

• convert target death benefit to stated death benefit;
• convert death benefit option B to death benefit option A, if applicable;
• terminate all riders;
• transfer your net account value (excluding the amount in the loan division) into the guaranteed interest division; and
• terminate dollar cost averaging and automatic rebalancing.

Your insurance coverage continues until the death of the insured person, unless the policy lapses or is surrendered. However:

• we accept no further premium payments;
• we deduct no further charges except loan interest and partial withdrawal charges, if applicable;
• your monthly deductions cease; and
• you may not make transfers into the variable division.

During the continuation of coverage period, you may take policy loans or partial withdrawals from your policy. If you have an outstanding policy loan, interest continues to accrue. If you fail to make sufficient loan or loan interest payments, it is possible that the loan balance plus accrued interest may become greater than your account value and cause your policy to lapse. To avoid this lapse, you may make loan and loan interest payments during the continuation of coverage period.

If you wish to stop coverage during the continuation of coverage period, you may surrender your policy and receive the net account value. All normal consequences of surrender apply. See Surrender, page 37.

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

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

Policy Values

Account Value

Your account value is the total amount you have in the guaranteed interest division, the variable investment options, and the loan division. Your account value reflects:

• net premiums applied;
• charges deducted;
• loan interest deducted;
• partial withdrawals taken;
• investment performance of the variable investment options;
• interest earned on the guaranteed interest division; and
• interest earned on the loan division.

Net Account Value

Your policy's net account value is your account value minus the amount of your outstanding policy loan and accrued loan interest, if any.

Net Cash Surrender Value

Your net cash surrender value is your account value minus the applicable surrender charge minus your outstanding policy loan balance and accrued loan interest, if any.

Determining Values in the Variable Investment Options

The amounts in the variable investment options are measured by accumulation units and accumulation unit values.

The value of each variable investment option is the accumulation unit value for that subaccount multiplied by the number of accumulation units you own in that subaccount. Each variable investment option has a different accumulation unit value.

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The accumulation unit value is the value of one accumulation unit determined on each valuation date. The accumulation unit value of each variable investment option varies with the investment performance of the underlying portfolio. It reflects:

• investment income;
• realized and unrealized gains and losses; and
• investment portfolio expenses.

See How We Calculate Accumulation Unit Values, page 31.

You purchase accumulation units when you allocate premium or make transfers to a variable investment option, including transfers from the loan division.

We redeem accumulation units:

• when amounts are transferred from a variable investment option (including transfers to the loan division);
• for your policy's monthly deductions from your account value;
• for policy transaction charges;
• for surrender charges;
• when you take a partial withdrawal;
• when you surrender your policy; and
• to pay the death proceeds.

We calculate the number of accumulation units purchased or sold by:

1. dividing the dollar amount of your transaction by:
2. the subaccount's accumulation unit value for that variable investment option calculated at the close of business on the valuation date of the transaction.

A valuation date is one on which the net asset value of the investment portfolio shares and unit values of the variable investment options are determined. A valuation date is each day the New York Stock Exchange and the company's customer service center are open for business, except for days on which an investment portfolio does not value its shares or any other day as required by law. Each valuation date ends at 4:00 p.m. Eastern time.

The date of a transaction is the date we receive your premium or transaction request at our customer service center, so long as the date of receipt is a valuation date. We use the accumulation unit value which is next calculated after we receive your premium or transaction request and we use the number of accumulation units attributable to your policy on the date of receipt.

We take monthly deductions from your account value on the monthly processing date. If your monthly processing date is not a valuation date, the monthly deduction is processed on the next valuation date.

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

For amounts in the variable investment options, there is no guaranteed minimum value for account value.

How We Calculate Accumulation Unit Values

We determine accumulation unit values on each valuation date.

We generally set the accumulation unit value for a variable investment option at $10 when the subaccount is first opened. After that first date, the accumulation unit value on any valuation date is:

1. the accumulation unit value for the preceding valuation date multiplied by
2. the variable investment option's accumulation experience factor for the valuation period.

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

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

1. We take the share value of the underlying portfolio shares as reported to us by the investment portfolio managers as of the close of business on that valuation date.
2. We add dividends or capital gain distributions declared per share and reinvested by the investment portfolio on the date that the share value is affected. If applicable, we subtract a charge for taxes.
3. We divide the resulting amount by the value of the shares in the underlying investment portfolio at the close of business on the previous valuation date.

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Transfers of Account Value

You may make transfers among the variable investment options, or the guaranteed interest division in each policy year. If your state requires a refund of premium during the free look period, you may not make transfers until after your free look period ends. We do not limit the number of transfers you may make. You may not make transfers during the continuation of coverage period. See Policy Transaction Fees, page 46 and Continuation of Coverage, page 30.

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

Excessive Trading

Excessive trading activity can disrupt investment portfolio management strategies and increase portfolio expenses through:

• increased trading and transaction costs;
• forced and unplanned portfolio turnover;
• lost opportunity costs; and
• large asset swings that decrease the investment portfolio's ability to provide maximum investment return to all policyowners.

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

Guaranteed Interest Division Transfers

Transfers into the guaranteed interest division are not restricted.

You may transfer amounts from the guaranteed interest division only in the first 30 days of each policy year. Transfer requests received within 30 days before your policy anniversary will be processed on your policy anniversary. A request received by us within 30 days after your policy anniversary is effective on the valuation date we receive it. Transfer requests made at any other time will not be processed.

Transfers from the guaranteed interest division in each policy year are limited to the largest of:

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

Dollar Cost Averaging

If your policy has at least $10,000 invested in The GCG Trust Liquid Asset Portfolio, you may elect dollar cost averaging. The main goal of dollar cost averaging is to protect your policy values from short-term price changes.

Dollar cost averaging does not assure a profit nor does it protect you against a loss in a declining market.

This systematic plan of transferring account values is intended to reduce the risk of investing too much when the price of an investment portfolio's shares is high. It is intended to reduce the risk of investing too little when the price of an investment portfolio's shares is low.

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

There is no charge for this feature.

You may add dollar cost averaging to your policy at any time. The first dollar cost averaging date must be at least one day after we receive your dollar cost averaging request. If your state requires refund of all premiums we receive during the free look period, dollar cost averaging cannot begin until your free look period has ended.

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With dollar cost averaging, you designate either a dollar amount, or a percentage of your account value, for automatic transfer from a qualifying source investment portfolio. Each period we automatically transfer the amount you select from your chosen source investment portfolio to one or more other variable investment options. You may not use the guaranteed interest division or the loan division in dollar cost averaging.

The minimum percentage you may transfer to any one subaccount is 1% of the total amount you transfer. You must transfer at least $100 on each dollar cost averaging transfer date.

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

You may have both dollar cost averaging and automatic rebalancing at the same time. However, the dollar cost averaging source investment portfolio cannot be included in your automatic rebalancing program.

Changing Dollar Cost Averaging

You may change your dollar cost averaging program one time per policy year. If you have telephone privileges, you may change the program by telephoning our customer service center. See Telephone Privileges, page 40.

Terminating Dollar Cost Averaging

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

Dollar cost averaging will terminate on the date:

1. you specify; or
2. your balance in the source investment portfolio reaches a dollar amount you set; or
3. the amount in the source investment portfolio is equal to or less than the amount to be transferred on a dollar cost averaging date. We will then transfer the remaining amount and dollar cost averaging ends.

Automatic Rebalancing

Automatic rebalancing is a method of maintaining a consistent approach to investing account values over time and simplifying the process of asset allocation among your chosen investment options.

There is no charge for this feature.

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

You may choose the automatic rebalancing feature on your application or later by completing our customer service form. Automatic rebalancing may occur on the same day of the month on a monthly, quarterly, semi-annual, or annual basis. If you do not specify a frequency, automatic rebalancing will occur quarterly.

The first transfer occurs on the date you select (after your free look period ends if your state requires return of premium during the free look period). If you elect this feature after your policy date, we process the first transaction on the date you request.

When you choose automatic rebalancing allocations, you may choose up to eighteen total investment options. See Maximum Number of Investment Options, page 19.

You may have both automatic rebalancing and dollar cost averaging at the same time. However, the source investment portfolio used for your dollar cost averaging cannot be included in your automatic rebalancing program. You may not include the loan division in your automatic rebalancing program.

Changing Automatic Rebalancing

You may change your allocation percentages for automatic rebalancing at any time. Your allocation change is effective on the valuation date that we receive it at our customer service center. If you

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reduce the amount allocated to the guaranteed interest division, it is considered a transfer from that account. You must meet the requirements for the maximum transfer amount and time limitations on transfers from the guaranteed interest division. See Transfers of Account Value, page 32.

If you have automatic rebalancing and the guaranteed minimum death benefit and you ask for an allocation which does not meet the guaranteed minimum death benefit diversification requirements, we will notify you that the allocation needs to be changed and ask you for revised instructions. See Guaranteed Minimum Death Benefit, page 26.

Terminating Automatic Rebalancing

You may terminate automatic rebalancing at any time, as long as we receive your notice of termination at least one day before the next automatic rebalancing date. If you have the guaranteed minimum death benefit and you terminate the automatic rebalancing feature, you still must meet the diversification requirements for the guarantee period to continue. See Guaranteed Minimum Death Benefit, page 26.

Policy Loans

The loan division is part of our general account specifically designed to hold money used as collateral for loans and loan interest.

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

1. the amount you borrow from your policy; plus
2. policy loan interest that is capitalized when due; minus
3. policy loan or interest repayments you make.

Unless law requires differently, a new policy loan must be at least $100. The maximum amount you may borrow, unless required differently by law, is your: account value minus the surrender charge, minus the prior outstanding loan balance, minus loan interest to the next policy anniversary, minus your monthly deductions to the next policy anniversary, or thirteen monthly deductions if you take a loan within thirty days before your next policy anniversary.

Your request for a policy loan must be directed to our customer service center. If you have telephone privileges, you may request a policy loan of less than $25,000 by telephoning our customer service center. See Telephone Privileges, page 40.

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

When you take a policy loan, we transfer an amount equal to your policy loan to the loan division. We follow this same process for loan interest due at your policy anniversary. We credit the loan division with interest at an annual rate of 4%.

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

Loan interest charges on your policy loan accrue daily at a maximum annual interest rate of 4% for preferred loans and 6% for non-preferred loans. Interest is due in arrears on each policy anniversary. If you do not pay your interest when it is due, we add it to your policy loan balance.

Preferred Loans

A preferred loan is an amount taken after the earlier of:

1. the tenth policy anniversary, or;
2. the fifth policy anniversary if the insured person's age is 60 or older.

During each policy year in which your policy qualifies for preferred loan eligibility, the first loan will be considered a preferred loan amount up to a maximum of 10% of the net account value. An amount taken later in that same year will not be considered a preferred loan. In the 21^st policy year and thereafter, we will consider all loan balances to be preferred loan amounts.

If the preferred loan amount you take during any policy year is less than the maximum allowed, you may not carry over the balance to increase the

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eligible preferred loan amount in any following policy year.

Loan Repayment

You may repay your policy loan at any time while your policy is in force. We assume that payments you make, other than scheduled premiums, are policy loan repayments. You must tell us if you want payments to be premium payments.

When you make a loan repayment, we transfer an amount equal to your payment from the loan division to the variable investment options and the guaranteed interest division in the same proportion as your current premium allocation, unless you tell us otherwise.

Effects of a Policy Loan on Your Policy

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

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

The loan is a first lien on your policy. If you do not repay your policy loan, we deduct your outstanding policy loan and accrued loan interest from the death proceeds payable and the account value payable on surrender.

Failure to repay your loan may affect the guaranteed minimum death benefit feature and the length of time your policy remains in force. If you use the continuation of coverage feature and you have a policy loan, loan interest continues to accrue. If you do not make loan payments your policy could lapse. Policy loans may cause your policy to lapse if your net cash surrender value is not enough to pay your deductions each month. See Lapse, page 36.

Policy loans may have tax consequences. If your policy lapses with a loan outstanding, you may have further tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 49, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 50.

Partial Withdrawals

By contacting our customer service center, you may request a partial withdrawal to be processed on any valuation date after your first policy anniversary. You make a partial withdrawal when you withdraw part of your net account value. If your request is by telephone, it must be for less than $25,000 and may not cause a decrease in your death benefit. Otherwise, your request must be in writing. See Telephone Privileges, page 40.

You may take twelve partial withdrawals per policy year. The minimum withdrawal is $100. The maximum amount you may take is that which leaves $500 as your net cash surrender value. If you request a withdrawal of more than this maximum, you must surrender your policy or reduce the withdrawal amount.

When you take a partial withdrawal, we deduct the withdrawal amount plus a service fee from your account value. A surrender charge may apply. See Charges and Deductions, page 44.

Unless you tell us otherwise, we will make a partial withdrawal from the guaranteed interest division and the variable investment options in the same proportion that each has to your net account value immediately before your withdrawal. You may select one investment option from which your partial withdrawal will be taken. If you select the guaranteed interest division however, the amount withdrawn from it may not be for more than your total withdrawal multiplied by the ratio of your account value in the guaranteed interest division to your total net account value immediately before the partial withdrawal transaction.

Partial withdrawals may have adverse tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 49, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 50.

Partial Withdrawals under Death Benefit Option A

If you selected death benefit option A, no more than fifteen years have passed since your policy date and the insured person is not yet age 81, you may make a partial withdrawal, of up to the greater of 10% of your account value, or 5% of your stated death benefit in a policy year without decreasing your stated death benefit.

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Otherwise, amounts you withdraw will reduce your stated death benefit by the amount of the withdrawal and may be subject to a surrender charge, unless your policy death benefit has been increased due to the federal income tax definition of life insurance. If your policy death benefit has been increased due to the federal income tax definition of life insurance at the time of the partial withdrawal, then at least part of your partial withdrawal may be made without reducing your stated death benefit.

Partial Withdrawals under Death Benefit Option B

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

Stated Death Benefit and Target Death Benefit Reductions

Regardless of your chosen death benefit option, partial withdrawals do not reduce your stated death benefit if:

• your base death benefit has been increased to qualify your policy as life insurance under the federal income tax laws; and
• you withdraw an amount that is no greater than the amount that reduces your account value to a level which no longer requires your base death benefit to be increased to qualify as life insurance for federal income tax law purposes. See Tax Status of the Policy, page 48.

We require a minimum stated death benefit and a minimum target death benefit to issue your policy. You may not take a partial withdrawal if it reduces your stated death benefit or target death benefit below this minimum. See Policy Issuance, page 47.

We will send a new policy schedule page for your policy showing the effect of your withdrawal if there is any change to your stated death benefit or your target death benefit. In order to make this change, we may ask that you return the policy to our customer service center. Your withdrawal and any reductions in the death benefits are effective as of the valuation date on which we receive your request. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 49, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 50.

Lapse

Your insurance coverage continues as long as your net cash surrender value is enough to pay your deductions each month. Lapse does not apply if either the guaranteed minimum death benefit feature or the special continuation period is in effect and you have met all requirements. See Special Continuation Period, page 21 and Guaranteed Minimum Death Benefit, page 26.

Grace Period

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

1. your net cash surrender value is zero (or less); and
2. the three-year special continuation period has expired, or you have not paid the required special continuation period premium; and
3. you do not have the guaranteed minimum death benefit or it has expired or terminated.

We notify you that your policy is in a grace period at least 30 days before it ends. We send this notice to you (or a person to whom you have assigned your policy) at your last known address in our records. We notify you of the premium payment necessary to prevent your policy from lapsing. This amount is generally the past due charges, plus your estimated monthly policy and rider deductions for the next two months. If the insured person dies during the grace period we do pay death proceeds to your beneficiary(ies), but with reductions for your policy loan balance, accrued loan interest and monthly deductions owed. No lapse notice will be sent to you if the guaranteed minimum death benefit is going to lapse.

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

If you do not pay the full amount within the 61-day grace period, your policy and its riders lapse without value. We withdraw your remaining account balance from the variable investment options and the guaranteed interest division. We deduct amounts you

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owe us including any surrender charges and inform you that your policy coverage has ended.

If You Have the Guaranteed Minimum Death Benefit in Effect

After the special continuation period has ended and if the guaranteed minimum death benefit is in effect, your policy's stated death benefit will not lapse during the guarantee period. This is true even if your net cash surrender value is not enough to cover all of the deductions from your account value on any monthly processing date. See Guaranteed Minimum Death Benefit, page 26.

Lapse Summary
Special Continuation Period		Guaranteed Minimum Death Benefit
If you meet the requirements	If you do not meet the requirements or it is no longer in effect	If you meet the requirements
Your policy does not lapse if you do not have enough net cash surrender value to pay the monthly charges. The charges are deducted and may cause a negative account value until the earlier of: 1) the date you have enough net account value to cover the monthly charge, or 2) until the end of the special continuation period.	Your policy enters the grace period if your net cash surrender value is not enough to pay the monthly charges, or if your loan plus accrued loan interest is more than your account value minus any surrender charge. If you do not pay enough premium to cover the past due monthly charges and interest due plus the monthly charges and interest due through the end of the grace period, your policy lapses.	Your policy does not lapse if you do not have enough net cash surrender value to pay the monthly charges. However, if you have any riders, they lapse after the grace period and only your base coverage remains in force. Charges for your base coverage are then deducted each month to the extent that there is sufficient net account value to pay these charges. If there is not sufficient net account value to pay a charge, it is permanently waived.

Reinstatement

If you do not pay enough premium before the end of the grace period, your policy lapses. You may still reinstate your policy and its riders (other than the guaranteed minimum death benefit) within five years of the end of the grace period if you still own the policy and the insured person meets our underwriting requirements.

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

1. you have not surrendered your policy;
2. you provide satisfactory evidence to us that the insured person (and any people insured under your riders) is still insurable according to our normal rules of underwriting; and
3. we receive enough premium from you to keep your policy and its riders in force from the beginning to the end of the grace period and for two months after the reinstatement date.

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

We apply net premiums received after reinstatement according to your most recent instructions which may be the premium allocation instructions in effect at the start of the grace period.

Surrender

You may surrender your policy for its net cash

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surrender value any time while the insured person is living. You may take your net cash surrender value in more than one payment.

We compute your net cash surrender value as of the valuation date we receive your written surrender request and policy at our customer service center. All insurance coverage ends on the date we receive your surrender request and policy. See Policy Values, page 30 and Settlement Provisions, page 41.

We do not pro-rate or add back charges or expenses which we deducted before your surrender to your account value. If you surrender your policy during the first fourteen policy years or segment years, we deduct a surrender charge from your net account value.

A surrender of your policy may have adverse tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 49, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 50.

General Policy Provisions

Free Look Period

You have the right to examine your policy. The right to examine your policy, often called the free look period, starts on the date you receive your policy and is a length of time specified by law. If for any reason you do not want your policy, you may return it to us or your agent/registered representative within the period shown on the policy's face page. If you return your policy to us within that time period, we will consider it canceled as of your policy date.

If you cancel your policy during this free look

period, you will receive a refund as determined under law. Generally, there are two types of free look refunds:

• some states require a return of all premiums we receive;
• other states require payment of account value plus a refund of all charges deducted.

Your policy will specify what type of free look refund applies in your state. The type of free look refund in your state will affect when the net premium we receive before the end of the free look period is invested into the variable investment options. See Investment Date and Allocation of Net Premiums, page 21.

Your Policy

The entire contract between you and us is the combination of:

• your policy;
• a copy of your original application and any applications for benefit increases or decreases;
• all of your riders;
• endorsements;
• policy schedule pages; and
• reinstatement applications.

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

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

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

Age

The age stated in your policy schedule is the age of the insured person we use to issue your policy.

The insured person must be no more than age 85. Tobacco users must be at least age 15 at policy issue. There is no minimum issue age for non-smokers. Age is measured as the age of the insured person on the birthday nearest the policy anniversary.

Generally, we use age to calculate rates, charges and values. We determine age at any given time by adding the number of completed policy years to the age calculated at issue.

The policy anniversary nearest the insured person's 100^th birthday is the date used for policy maturity and continuation of coverage.

Ownership

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The original owner is the person named as the owner in the policy application. The owner can exercise all rights and receive benefits until the insured person's death. This includes the right to change the owner, beneficiary(ies) or the method designated to pay death proceeds.

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

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

Beneficiary(ies)

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

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

Collateral Assignment

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

A collateral assignment may have tax consequences. You should consult your tax advisor before making a collateral assignment.

Incontestability

If your policy has been in force and the insured person is alive for two years from your policy date, we will not question the validity of the statements in your application. If your policy has been in force while the insured person is alive for two years from the effective date of a new segment or from the effective date of an increase in any other benefit, with respect to the insured person (such as an increase in stated death benefit) we will not contest the statements in your application for the new segment or other increase.

If this policy has been in force while the insured person is alive for two years from the effective date of reinstatement, we will not contest the statements in your application for reinstatement.

Misstatements of Age or Gender

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

If unisex cost of insurance rates apply, we do not make any adjustments for a misstatement of gender.

Suicide

If the insured person commits suicide (while that insured person is sane or insane) within two years of your policy date, unless otherwise required by law, we limit death proceeds payable in one sum to:

1. the total of all premiums we receive to the time of death; minus
2. outstanding policy loan amounts and accrued loan interest; minus
3. partial withdrawals you have taken.

We make a limited payment to the beneficiary(ies) for a new segment or other increase if the death of the insured person is due to suicide (while that insured person is sane or insane), within two years of the effective date of a new segment or within two

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years of an increase in any other benefit, unless otherwise required by law. The limited payment we make is equal to the cost of insurance and monthly expense charges which were deducted for such increase.

Transaction Processing

Generally, within seven days of when we receive all information required to process a payment, we pay:

• death proceeds;
• net cash surrender value upon surrender;
• partial withdrawals; and
• loan proceeds.

We may delay processing these transactions if:

• the NYSE is closed for trading;
• trading on the NYSE is restricted by the SEC;
• there is an emergency so that it is not reasonably possible to sell securities in the variable investment options or to determine the value of a variable investment option's assets; or
• a governmental body with jurisdiction over the separate account allows suspension by its order.

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

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

We determine the death benefit as of the insured person's date of death. The death proceeds are not affected by changes in the value of the variable investment options after that date.

We may delay payment from our guaranteed interest division for up to six months, unless law requires otherwise of surrender proceeds, withdrawal amounts or loan amounts. If we delay payment more than 30 days, we pay interest at our declared rate (or at a higher rate if required by law) from the date we receive your complete request.

Notification and Claims Procedures

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

You must use a form acceptable to us. We are not liable for actions taken before we receive and record the written notice. We may require you to return your policy for policy changes and at the time of surrender.

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

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

Telephone Privileges

Telephone privileges are automatically provided to you and your agent/registered representative, unless you decline it on the application or contact our customer service center. Telephone privileges allow you or your agent/registered representative, if applicable, to call our customer service center to:

• make transfers;
• change premium allocations;
• change features in your dollar cost averaging and automatic rebalancing programs;
• request partial withdrawals; or
• request a policy loan.

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

1. requiring some form of personal identification;
2. providing written confirmation of any transactions; and
3. tape recording telephone calls.

By accepting automatic telephone privileges, you authorize us to record your telephone calls with us. If we use reasonable procedures to confirm instructions, we are not liable for losses due to

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unauthorized or fraudulent instructions. We may discontinue this privilege at any time.

Non-participation

Your policy does not participate in the surplus earnings of Southland.

Distribution of the Policies

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

We sell our policies through licensed insurance agents who are registered representatives of other broker-dealers including, but not limited to:

1. VESTAX Securities Corporation, an indirect affiliate of Southland Life Insurance Company;
2. Locust Street Securities, Inc., an indirect affiliate of Southland Life Insurance Company;
3. Multi-Financial Securities, Corp., an indirect affiliate of Southland Life Insurance Company; and
4. IFG Network Securities, Inc., an indirect affiliate of Southland Life Insurance Company.
5. Washington Square Securities, Inc., an indirect affiliate of Southland Life Insurance Company; and
6. Bisys Brokerage Services, Inc., an indirect affiliate of Southland Life Insurance Company.

All broker-dealers who sell this policy have entered into selling agreements with us. Under these selling agreements, we pay a distribution allowance to broker-dealers, who pay commissions to the agents/registered representatives who sell this policy.

The distribution allowance paid to the broker-dealer is up to 92% of the first target premium that we receive. For premiums we receive over the target premium, the distribution allowance is 3.5% in policy years one through ten.

In addition, we make annual renewal payments (trails) to the broker-dealer based on a percentage of each policy's net account value. These payments are 0.00016667% in policy years six through twenty, and 0.00008333% thereafter. We may pay wholesaler fees or marketing and training allowances and aggregate production bonuses.

Compensation arrangements may vary. Some broker-dealers may receive a slightly lower distribution allowance because we provide them with greater marketing and administrative support. In addition to the distribution allowance, we may pay wholesaler fees and marketing or training allowances.

We pay all allowances from our resources which include sales charges deducted from premiums.

Advertising Practices and Sales Literature

We may use advertisements and sales literature to promote this product, including:

• articles on variable life insurance and other information published in business or financial publications;
• indices or rankings of investment securities; and
• comparisons with other investment vehicles, including tax considerations.

We may use information regarding the past performance of the variable investment options. However, past performance is not indicative of future performance of the subaccounts or the policies and is not reflective of the actual investment experience of policyowners.

We may feature certain investment options and their managers, as well as describe asset levels and sales volumes. We may refer to past, current, or prospective economic trends, and investment performance or other information we believe may be of interest to our customers.

Settlement Provisions

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

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days after we receive proof of the death of the insured person.

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

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

Option I: Payouts for a Designated (Fixed) Period

Option II: Life Income with Payouts Guaranteed for a Designated Period

Option III: Hold at Interest (Interest Only)

Option IV: Payouts of a Designated Amount (Fixed Installments)

Option V: Other Options We Offer at the Time We Pay the Benefit

Administrative Information About the Policy

Voting Privileges

We invest the variable investment options' assets in shares of investment portfolios. We are the legal owner of the shares held in the separate account and we have the right to vote on certain issues. Among other things, we may vote on issues described in the fund's current prospectus or issues requiring a vote by shareholders under the Investment Company Act of 1940.

Even though we own the shares, we give you the opportunity to tell us how to vote the number of shares attributable to your account value.

We count fractional shares. If you have a voting interest, we send you proxy material and a form on which to give us your voting instructions.

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

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

1. changes in the fundamental investment policy of a particular investment portfolio; or
2. approval of an investment advisory agreement.

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

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

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

Material Conflicts

We are required to track events to identify any material conflicts arising from using investment portfolios for both variable life and variable annuity separate accounts. The boards of the investment portfolios, Southland, and other insurance companies participating in the investment portfolios, have this same duty. There may be a material conflict if:

• state insurance law or federal income tax law changes;
• investment management of an investment portfolio changes; or
• voting instructions given by owners of variable life insurance policies and variable annuity contracts differ.

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

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

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

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

Right to Change Operations

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

1. Change the investment objective.
2. Offer additional variable investment options which will invest in portfolios we find appropriate for policies we issue.
3. Eliminate variable investment subaccounts.
4. Combine two or more variable investment options.
5. Substitute a new investment portfolio for a portfolio in which the subaccount currently invests. A substitution may become necessary if, in our judgment:

• a portfolio no longer suits the purposes of your policy;
• there is a change in laws or regulations;
• there is a change in a portfolio's investment objectives or restrictions;
• the portfolio is no longer available for investment; or
• another reason we deem a substitution is appropriate.

6. Transfer assets related to your policy class to another variable division.
7. Withdraw the variable division from registration under the 1940 Act.
8. Operate the variable division as a management investment company under the 1940 Act.
9. Cause one or more variable investment options to invest in a mutual fund other than, or in addition to, the investment portfolios.
10. Stop selling these policies.
11. End any employer or plan trustee agreement with us under the agreement's terms.
12. Limit or eliminate any voting rights for the separate account.
13. Make any changes required by the 1940 Act or its rules or regulations.

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

Reports to Owners

At the end of each policy year we send a report to you that shows:

• your total net policy death benefit (your stated death benefit plus adjustable term insurance rider death benefit, if any);
• your account value;
• your policy loan, if any, plus accrued interest;

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• your net cash surrender value;
• information about the variable subaccounts; and
• your account transactions during the policy year showing net premiums, transfers, deductions, loan amounts and withdrawals.

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

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

CHARGES AND DEDUCTIONS

The amount of a charge may not correspond to the cost incurred by us to provide the service or benefits. For example, our sales charge may not cover all of the sales and distribution expenses. Some proceeds from other charges, including the mortality and expense risk charge or cost of insurance charges, may be used to cover such expenses.

Deductions from Premiums

We consider payments we receive to be premium if you do not have an outstanding loan and your policy is not in the continuation of coverage period. After we deduct certain charges from your premium payment, we add the remaining net premium to your policy.

Sales Charge

We deduct a percentage from each premium payment to compensate us for the costs we incur in selling the policies. The sales charge helps cover the costs of distribution, preparing our sales literature, promotional expenses and other direct and indirect expenses.

Currently, we charge 4% of each premium we receive until the sum of your premium payments equal ten times the target premium for your policy. We guarantee that the sales charge percentage we impose on a premium payment will not exceed 4%.

This sales charge is in addition to a surrender charge that may be assessed upon surrender, withdrawal or reduction in the stated death benefit. See Surrender Charge, page 46.

Premium you pay after an increase in stated death benefit are allocated to your policy segments in the same proportion that the target premium for each segment bears to the total target premium for your stated death benefit.

We may reduce or waive the sales charge for certain group or sponsored arrangements or for corporate purchasers. See Group or Sponsored Arrangements and Corporate Purchasers, page 47.

Tax Charges

We pay state and local taxes in almost all states. These taxes vary in amount from state to state and may vary from jurisdiction to jurisdiction within a state. Currently, state and local taxes range from 0.5% to 5% with some states not imposing these types of taxes. We deduct 2.5% of each premium payment to cover these taxes. This rate approximates the average tax rate we expect to pay in all states.

We also deduct 1.5% of each premium payment to cover our estimated costs for the federal income tax treatment of deferred acquisition costs. This cost is determined solely by the amount of life insurance premiums we receive.

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

Monthly Deductions from Account Value

We deduct charges from your account value on each monthly processing date.

Mortality and Expense Risk Charge

In the first five policy years, we deduct 0.075% per month (0.90% annually) of the amount you have in the variable investment options for the mortality and expense risks we assume. We deduct 0.0625% per month (0.75% annually in policy years six through

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ten and 0.025% per month (0.30% annually) thereafter. This charge is deducted as a separate charge which appears on your statement or confirmation.

The mortality risk is that insured people, as a group, may live less time than we estimated. The expense risk is that the costs of issuing and administering the policies and in operating the variable investment options are greater than the amount we estimated.

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

Monthly Administrative Charge

For this policy, we currently charge a per month administrative charge of $6. We guarantee that this charge will never be higher than $10 per month.

This charge is designed to compensate us for ongoing costs such as:

• premium billing and collections;
• claim processing;
• policy transactions;
• record keeping;
• reporting and communications with policy owners; and
• other expenses and overhead.

Cost of Insurance Charge

The cost of insurance charge compensates us for the ongoing costs of providing insurance coverage under the policy, including the expected cost of paying death proceeds that may be more than your account value at the insured person's death.

The cost of insurance charge is equal to our current monthly cost of insurance rate multiplied by the net amount at risk for each portion of your death benefit. We calculate the net amount at risk monthly, at the beginning of each policy month. For the base death benefit, the net amount at risk is calculated using the difference between the current base death benefit and your account value. We determine your account value after we deduct your policy and rider charges due on that date other than cost of insurance charges for the base death benefit, adjustable term insurance rider and waiver of cost of insurance rider.

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

We base your current cost of insurance rates on the insured person's age, gender, policy duration, amount of target death benefit and premium class on the policy and each segment date.

We apply unisex rates where appropriate under the law. This currently includes the state of Montana and policies purchased by employers and employee organizations in connection with employment-related insurance or benefit programs.

Separate cost of insurance rates apply to:

• each segment of the base death benefit;
• your adjustable term insurance rider;
• your additional insured rider; and
• your waiver of cost of insurance rider.

We may make changes in the cost of insurance or rider charges for a class of insured persons. We base the new charge on changes in expectations about:

• investment earnings;
• mortality;
• the time policies remain in effect;
• expenses; and
• taxes.

These rates are never more than the guaranteed maximum rates shown in your policy. The guaranteed maximum rates are based on the 1980 Commissioner's Standard Ordinary Sex Distinct Mortality Table.

The maximum rates for the initial and each new segment will be printed in your policy schedule pages.

Guaranteed Minimum Death Benefit Charge

If you choose the guaranteed minimum death benefit feature, we currently charge $0.005 per $1,000 of stated death benefit each month during the guarantee period. This charge is guaranteed never to be more than $0.01 per $1,000 of stated death benefit each month.

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Policy Transaction Fees

We charge fees for certain transactions under your policy. We take these fees from the variable investment options and the guaranteed interest division pro rata to the account value in each.

Rider Charges

On each monthly processing date, we deduct the cost of your riders. Rider charges do not include the riders which are included as a cost of insurance. See Riders, page 27.

Partial Withdrawals

We deduct the lesser of a $25 service fee or 2% of the requested partial withdrawal from your account value for each partial withdrawal you take to cover our costs. We also deduct a surrender charge, if applicable, from your account value. See Partial Withdrawals, page 35.

Illustrations

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

Accounts From Which We Deduct Charges, Loans and Partial Withdrawals

	Monthly Charges: Cost of Insurance Charges, Rider Charges and Administrative Fees	Transaction Fees	Loans and Partial Withdrawals
Choice	May choose a designated deduction investment option, including guaranteed interest division	Proportionally among variable investment options and guaranteed interest division	May choose any investment option or combination of investment options
Default	Proportionally among variable investment options and guaranteed interest division	Proportionally among variable investment options and guaranteed interest division	Proportionally among variable investment options and guaranteed interest division

Surrender Charge

We deduct a surrender charge from your account value during the first fourteen years of your policy or coverage segment if you:

• surrender your policy;
• reduce your stated death benefit;
• allow your policy to lapse; or
• take a partial withdrawal which decreases your stated death benefit.

The surrender charge compensates us for issuing and distributing policies. We deduct surrender charges proportionately based on the account value in each investment option.

The surrender charge is a dollar amount for each $1,000 of stated death benefit.

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

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

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

For each segment, the maximum surrender charge remains level for the first nine years of each coverage segment and then decreases at the beginning of each following policy year by one-sixth of the amount in effect at the end of the ninth policy year. This

Market Dimensions   			46

decrease continues until your surrender charge reaches zero at the earlier of the beginning of your fifteenth policy year, or the year when the insured person reaches age 98.

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

Example of Surrender Charge

An example of the calculation of surrender charges follows:

Assume the stated death benefit on your policy is $200,000 and the insured person is age 45 when we issued your policy.

Policy/Segment Year	Surrender Charge
1	$3,320.00
2	3,320.00
3	3,320.00
4	3,320.00
5	3,320.00
6	3,320.00
7	3,320.00
8	3,320.00
9	3,320.00
10	2,767.00
11	2,213.00
12	1,660.00
13	1,107.00
14	553.00
15	0.00

Other Charges

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

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

Group or Sponsored Arrangements, or Corporate Purchasers

Individuals, corporations or other institutions may purchase this policy. For group or sponsored arrangements (including employees and certain family members of employees of Southland, its affiliates and appointed sales agents), corporate purchasers, or special exchange programs which we may offer from time to time, we may reduce or waive the:

• surrender charge, including the surrender charge on partial withdrawals;
• length of time a surrender charge applies;
• administrative charge;
• minimum stated death benefit;
• minimum target death benefit;
• minimum annual premium;
• target premium;
• sales charges;
• cost of insurance charges; or
• other charges normally assessed.

We can reduce or waive these items based on expected economies under a group or sponsored arrangement or with a corporate purchaser. Group arrangements include those in which there is a trustee, an employer or an association. The group either purchases policies covering a group of individuals on a group basis or endorses a policy to a group of individuals. Sponsored arrangements include those in which an employer or association allows us to offer policies to its employees or members on an individual basis.

Our sales, administration and mortality costs generally vary with the size and stability of the group, among other factors. We take all these factors into account when we reduce charges. A group or sponsored arrangement must meet certain requirements to qualify for reduced charges. We make reductions to charges based on our rules in effect when we approve a policy application. We may change these rules from time to time.

Each sponsored arrangement or corporation may have different group premium payments and premium requirements.

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

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TAX CONSIDERATIONS

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

Tax Status of the Policy

This policy is designed to qualify as a life insurance contract under the Internal Revenue Code. All terms and provisions of the policy shall be construed in a manner which is consistent with that design. In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code. Specifically, the policy must meet the requirements of the "guideline premium/cash value corridor test," as specified in Code section 7702. While there is very little guidance as to how these requirements are applied, we believe it is reasonable to conclude that our policies satisfy the applicable requirements. If it is subsequently determined that a policy does not satisfy the applicable requirements, we will take appropriate and reasonable steps to bring the policy into compliance with such requirements and we reserve the right to restrict policy transactions or modify your policy in order to do so.

The guideline premium/cash value corridor test provides for a maximum premium in relation to the death benefit, and a minimum "corridor" of death benefit in relation to account value. See Appendix A, page 57 for a table of the guideline premium/cash value corridor test factors.

Diversification and Investor Control Requirements

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

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

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

We will at all times assure that the policy meets the statutory definition which qualifies the policy as life insurance for federal income tax purposes. In addition, as long as the policy remains in force, increases in account value as a result of interest or investment experience will not be subject to federal income tax unless and until there is a distribution from the policy, such as a partial withdrawal or loan. See Tax Treatment of Policy Death Benefits, page 49.

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

Tax Treatment of Policy Death Benefits

We believe that the death benefit under a policy is generally excludable from the gross income of the beneficiary(ies) under section 101(a)(1) of the Code. However, there are exceptions to this general rule. Additionally, federal and local transfer, estate inheritance and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policy owner or beneficiary(ies). A tax adviser should be consulted about these consequences.

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

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

Modified Endowment Contracts

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

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

Multiple Policies

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

Distributions Other than Death Benefits from Modified Endowment Contracts

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

1. All distributions other than death benefits, including distributions upon surrender and withdrawals, from a modified endowment contact will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner's investment in the policy only after all gain has been distributed.
2. Loan amounts taken from or secured by a policy classified as a modified endowment contract are treated as distributions and taxed first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner's investment in the policy only after all gain has been distributed.
3. A 10% additional income tax penalty may be imposed on the distribution amount subject to income tax. Consult a tax adviser to determine whether or not you may be subject to this penalty tax.

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Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts

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

Loan amounts from or secured by a policy that is not a modified endowment contract are generally not treated as distributions. The tax consequences associated with preferred loans is less certain and a tax advisor should be consulted about such loans. Finally, neither distributions from, nor loan amounts from or secured by, a policy that is not a modified endowment contract are subject to the 10% additional income tax.

Investment in the Policy

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

Policy Loans

In general, interest on a policy loan will not be deductible. Moreover, the tax consequences associated with a low-cost loan available in the policy are uncertain. Before taking out a policy loan, you should consult a tax adviser as to the tax consequences.

If a loan from a policy is outstanding when the policy is canceled or lapses, then the amount of the outstanding indebtedness will be added to the amount treated as a distribution from the policy and will be taxed accordingly.

Continuation of Policy Beyond Age 100

The tax consequences of continuing the policy beyond the policy anniversary nearest the insured person's 100^th birthday are unclear. You should consult a tax adviser if you intend to keep the policy in force beyond the policy anniversary nearest the insured person's 100^th birthday.

Section 1035 Exchanges

Code Section 1035 generally provides that no gain or loss shall be recognized on the exchange of one life insurance policy for another life insurance policy or for an endowment or annuity contract. We accept 1035 exchanges with outstanding loans. Special rules and procedures apply to Section 1035 exchanges. If you wish to take advantage of Section 1035, you should consult your tax adviser.

Tax-exempt Policy Owners

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

Possible Tax Law Changes

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

Changes to Comply with the Law

So that your policy continues to qualify as life insurance under the Code, we reserve the right to refuse to accept all or part of your premium payments or to change your death benefit. We may refuse to allow you to make partial withdrawals that would cause your policy to fail to qualify as life insurance. We also may:

Market Dimensions   			50

• make changes to your policy or its riders; or
• take distributions from your policy to the degree that we deem necessary to qualify your policy as life insurance for tax purposes.

If we make any change of this type, it applies the same way to all affected policies.

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

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

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

Other

Policy owners may use our policies in various arrangements, including:

• qualified plans;
• non-qualified deferred compensation or salary continuance plans;
• split dollar insurance plans;
• executive bonus plans;
• retiree medical benefit plans; and
• other plans.

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

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

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

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

You should consult qualified legal or tax advisers for complete information on federal, state, local and other tax considerations.

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ADDITIONAL INFORMATION

Directors and Officers

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

Name	Position and Offices with Southland Life
Stephen M. Christopher*	Chairman, President and Chief Executive Officer
Jerome J. Cwiok	Director, Executive Vice President and Chief Operating Officer
B. Scott Burton	Director
P. Randall Lowery	Director
James D. Thompson	Director
Michael W. Cunningham	Director
Mark A. Tullis	Director
James L. Livingston, Jr.*	Executive Vice President, CFO and Chief Actuary
John R. Barmeyer	Senior Vice President - Legal Services
Terry L. Morrison*	Senior Vice President, New Business Operations
Derek J. Reynolds	Senior Vice President and Chief Information Officer
Mark A. Smith*	Senior Vice President, Insurance Services
Gretta Ytterbo	Senior Vice President - ING US Legal Services
Lawrence D. Taylor*	Senior Vice President - Product Management Group
Gary W. Waggoner*	Vice President, Secretary ING US Legal Services

Market Dimensions   			52

Regulation

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

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

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

Legal Matters

The legal matters in connection with the policy described in this prospectus have been passed on by the General Counsel of Southland. Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on certain matters relating to the federal securities laws.

Legal Proceedings

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

Experts

Actuarial matters in this prospectus have been examined by James L. Livingston, Jr., F.S.A., M.A.A.A., who is Executive Vice President, CFO and Chief Actuary of Southland Life. His opinion on actuarial matters is filed as an exhibit to the Registration Statement we filed with the SEC. [To be filed by amendment].

Registration Statement

We have filed a Registration Statement relating to the variable division and the variable life insurance policy described in this prospectus with the SEC. The Registration Statement, which is required by the Securities Act of 1933, includes additional information that is not required in this prospectus under the rules and regulations of the SEC. The additional information may be obtained from the SEC's principal office in Washington, DC. There is a charge for this material.

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FINANCIAL STATEMENTS

[TO BE FILED BY AMENDMENT]

Market Dimensions   			54

Financial Statements

Southland Life Insurance Company

Years ended December 31, 1999, 1998 and 1997

with Report of Independent Auditors

Market Dimensions   			55

Financial Statements

Southland Separate Account L1 of Southland Life Insurance Company

Years ended December 31, 1999, 1998 and 1997

with Report of Independent Auditors

Market Dimensions   			56

APPENDIX A

Death Benefit Corridor Factors

Attained Age	Factor	Attained Age	Factor	Attained Age	Factor	Attained Age	Factor
0	2.50	25	2.50	50	1.85	75	1.05
1	2.50	26	2.50	51	1.78	76	1.05
2	2.50	27	2.50	52	1.71	77	1.05
3	2.50	28	2.50	53	1.64	78	1.05
4	2.50	29	2.50	54	1.57	79	1.05
5	2.50	30	2.50	55	1.50	80	1.05
6	2.50	31	2.50	56	1.46	81	1.05
7	2.50	32	2.50	57	1.42	82	1.05
8	2.50	33	2.50	58	1.38	83	1.05
9	2.50	34	2.50	59	1.34	84	1.05
10	2.50	35	2.50	60	1.30	85	1.05
11	2.50	36	2.50	61	1.28	86	1.05
12	2.50	37	2.50	62	1.26	87	1.05
13	2.50	38	2.50	63	1.24	88	1.05
14	2.50	39	2.50	64	1.22	89	1.05
15	2.50	40	2.50	65	1.20	90	1.05
16	2.50	41	2.43	66	1.19	91	1.04
17	2.50	42	2.36	67	1.18	92	1.03
18	2.50	43	2.29	68	1.17	93	1.02
19	2.50	44	2.22	69	1.16	94	1.01
20	2.50	45	2.15	70	1.15	95	1.00
21	2.50	46	2.09	71	1.13	96	1.00
22	2.50	47	2.03	72	1.11	97	1.00
23	2.50	48	1.97	73	1.09	98	1.00
24	2.50	49	1.91	74	1.07	99	1.00
						100+	1.00

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

Market Dimensions   			57

APPENDIX B

Performance Information

The following hypothetical illustrations demonstrate how the actual investment experience of each variable investment option of the separate account affects the account value minus any surrender charge, account value and death benefit of a policy. These hypothetical illustrations are based on the actual historical return of each portfolio as if a policy had been issued on the date indicated. Each portfolio's annual total return is based on the total return calculated for each fiscal year. These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset based charges and deductions, which if reflected, would result in lower total return figures than those shown.

The illustrations are based on the payment of a $4,500 annual premium, received at the beginning of each year, for a hypothetical policy with a $250,000 face amount, death benefit option A, issued to a preferred, nonsmoker male, age 45. In each case, it is assumed that all premiums are allocated to the subaccount illustrated for the period shown. The benefits are calculated for a specific date. The amount and timing of premium payments and the use of other policy features, such as policy loans, would affect individual policy benefits.

The amounts shown for the account value minus any surrender charge, account values and death benefits take into account the charges against premiums, current cost of insurance and monthly deductions, and each portfolio's charges and expenses. See Charges and Deductions, page 44. This prospectus also contains illustrations based on assumed rates of return.

Past performance is not an indication of future results. Actual investment results may be more or less than those shown in the hypothetical illustrations.

Market Dimensions   			58

HYPOTHETICAL ILLUSTRATIONS

[TO BE FILED BY AMENDMENT]

Nontobacco Male Age 45 Preferred Risk Class	Death Benefit Option A
Stated Death Benefit $250,000	Annual Premium $4,500

Alger American Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90
12/31/91
12/31/92
12/31/93
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
Alger American Leveraged AllCap Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96
12/31/97
12/31/98
12/31/99
Alger American MidCap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99

The assumptions underlying these values are described in Performance Information, page 58.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Market Dimensions   			59

HYPOTHETICAL ILLUSTRATIONS (continued)

[TO BE FILED BY AMENDMENT]

Nontobacco Male Age 45 Preferred Risk Class	Death Benefit Option A
Stated Death Benefit $250,000	Annual Premium $4,500

Alger American Small Capitalization Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90
12/31/91
12/31/92
12/31/93
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
Fidelity VIP Equity-Income Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90
12/31/91
12/31/92
12/31/93
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99

The assumptions underlying these values are described in Performance Information, page 58.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Market Dimensions   			60

HYPOTHETICAL ILLUSTRATIONS (continued)

[TO BE FILED BY AMENDMENT]

Nontobacco Male Age 45 Preferred Risk Class	Death Benefit Option A
Stated Death Benefit $250,000	Annual Premium $4,500

Fidelity VIP Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90
12/31/91
12/31/92
12/31/93
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
Fidelity VIP High Income
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90
12/31/91
12/31/92
12/31/93
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99

The assumptions underlying these values are described in Performance Information, page 58.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Market Dimensions   			61

HYPOTHETICAL ILLUSTRATIONS (continued)

[TO BE FILED BY AMENDMENT]

Nontobacco Male Age 45 Preferred Risk Class	Death Benefit Option A
Stated Death Benefit $250,000	Annual Premium $4,500

Fidelity VIP Money Market Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90
12/31/91
12/31/92
12/31/93
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
Fidelity VIP Overseas Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90
12/31/91
12/31/92
12/31/93
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99

The assumptions underlying these values are described in Performance Information, page 58.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Market Dimensions   			62

HYPOTHETICAL ILLUSTRATIONS (continued)

[TO BE FILED BY AMENDMENT]

Nontobacco Male Age 45 Preferred Risk Class	Death Benefit Option A
Stated Death Benefit $250,000	Annual Premium $4,500

Fidelity VIP II Asset Manager Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90
12/31/91
12/31/92
12/31/93
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
Fidelity VIP II Contrafund Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96
12/31/97
12/31/98
12/31/99
Fidelity VIP II Index 500 Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/93
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99

The assumptions underlying these values are described in Performance Information, page 58.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Market Dimensions   			63

HYPOTHETICAL ILLUSTRATIONS (continued)

[TO BE FILED BY AMENDMENT]

Nontobacco Male Age 45 Preferred Risk Class	Death Benefit Option A
Stated Death Benefit $250,000	Annual Premium $4,500

Fidelity VIP II Investment Grade Bond Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/90
12/31/91
12/31/92
12/31/93
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
The GCG Trust Liquid Asset Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
The GCG Trust Mid-Cap Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99

The assumptions underlying these values are described in Performance Information, page 58.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Market Dimensions   			64

HYPOTHETICAL ILLUSTRATIONS (continued)

[TO BE FILED BY AMENDMENT]

Nontobacco Male Age 45 Preferred Risk Class	Death Benefit Option A
Stated Death Benefit $250,000	Annual Premium $4,500

The GCG Trust Research Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
The GCG Trust Total Return Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
INVESCO VIF-Equity Income Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
INVESCO VIF-Utilities Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99

The assumptions underlying these values are described in Performance Information, page 58.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Market Dimensions   			65

HYPOTHETICAL ILLUSTRATIONS (continued)

[TO BE FILED BY AMENDMENT]

Nontobacco Male Age 45 Preferred Risk Class	Death Benefit Option A
Stated Death Benefit $250,000	Annual Premium $4,500

Janus Aspen Aggressive Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
Janus Aspen Balanced Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
Janus Aspen Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99

The assumptions underlying these values are described in Performance Information, page 58.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Market Dimensions   			66

HYPOTHETICAL ILLUSTRATIONS (continued)

[TO BE FILED BY AMENDMENT]

Nontobacco Male Age 45 Preferred Risk Class	Death Benefit Option A
Stated Death Benefit $250,000	Annual Premium $4,500

Janus Aspen International Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99
Janus Aspen Worldwide Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94
12/31/95
12/31/96
12/31/97
12/31/98
12/31/99

The assumptions underlying these values are described in Performance Information, page 58.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

Market Dimensions   			67

Part II

UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

  Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

  Texas Business Corporations Act Article 2.02-1 is a comprehensive provision that defines the power of Texas corporations to provide for the indemnification of its directors, officers, employees and agents. This Article also grants to corporations the power to purchase director and officer insurance.

Article XXVIII of the Southland Life Insurance Company Bylaws provides as follows:

ARTICLE XXVIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

  SECTION 1. Authorization for indemnification of Directors and officers in actions by or in the right of a company to procure a judgment in its favor.

     (a) Any person made party to an action by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a Director or officer of the Company, shall be indemnified against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such Director or officer is adjudged to have breached his duty to the Company.

     (b) The indemnification authorized under paragraph (a) shall in no case include:

          (1) Amounts paid in settling or otherwise disposing of a threatened or a pending action with or without court approval; or

          (2) Expenses incurred in defending a threatened action or a pending action which is settled or otherwise disposed of without court approval.

Market Dimensions   			II - 1

  SECTION 2. Authorization for indemnification of Directors and officers in actions or proceedings other than by or in the right of a company to procure a judgment in its favor.

     (a) Any person made, or threatened to be made, a party in an action or proceeding other than one by or in the right of the company to procure a judgment in its favor, whether civil, criminal or administrative, including an action by or in the right of any other company of any type or kind, domestic or foreign, which any Director or officer of the Company, served in any capacity at the request of the Company, by reason of the fact that he, his testator or intestate, was a Director or officer of the Company, or served such other company in any capacity, shall be indemnified against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such Director or officer acted, in good faith, for a purpose which he reasonably believed to be in the best interests of the Company and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

     (b) The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act in good faith for a purpose which he reasonably believed to be in the best interests of the Company or that he had reasonable cause to believe that this conduct was unlawful.

  SECTION 3. Payment of indemnification other than by court award.

     (a) A person who has been wholly successful, on the merits or otherwise, in the defense of a civil, criminal, or administrative action or proceeding of the character described in Section 1 or Section 2 above shall be entitled to indemnification as authorized in such Section 1 or Section 2.

     (b) Except as provided in Paragraph (a) of this Section 3, any indemnification under Section 1 or Section 2 above, unless ordered by a court, shall be made by the Company only if authorized in the specific case:

          (1) By the Board of Directors acting by a quorum consisting of Directors who are not parties to such action or proceeding upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 or Section 2, as the case may be; or

          (2) If a quorum of the Board of Directors is not obtainable with due diligence:

               (A) By the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 or Section 2 above has been met by such Director or officer, or

               (B) By the stockholder (excluding the director or officer) upon a finding that the Director or officer has met the applicable standard of conduct set forth in Section 1 or Section 2 above.

          (c) Reasonable expenses incurred in defending a civil, criminal or administrative action or proceeding may be paid by the Company in advance of the final disposition of such action or proceeding if authorized under paragraph (b) of this Section 3 and if the Director or officer submits a written affirmation that he meets the standards necessary for indemnification and if the facts known to those making the determination would not preclude indemnification, but subject to a written undertaking of repayment if ultimately found not to be entitled to indemnification under the provisions hereof.

  SECTION 4. General

  The foregoing provisions of this Article XXVIII shall be deemed to be a contract between the Company and each Director and officer who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or therefore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Market Dimensions   			II - 2

  The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any Director or officer may be entitled apart from the provisions of this Article XXVIII.

  The Board of Directors in its discretion shall have the power on behalf of the Company to indemnify any person, other than a Director or officer, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an employee of the company. Such indemnification shall be to the same extent and subject to the same standards as indemnification for a director or officer.

  SECTION 5. Liability Insurance

  The company and/or the Board of Directors may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the company or who is or was serving at the request of the company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise or employee benefit plan, against any and all liability asserted against him and/or incurred by him in such capacity or arising out of his status as such a person, whether or not such person would be subject to or eligible for indemnification under the other provisions of this Article XXVIII.

REPRESENTATIONS PURSUANT TO SECTION 26(e)(2)(A)

Southland Life Insurance Company hereby represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Southland Life Insurance Company.

Market Dimensions   			II - 3

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

  The facing sheet.
  The prospectus.
  Undertaking to file reports.
  Rule 484 undertaking.
  Representations pursuant to Section 26(e)(2)(A).
  The signatures.
  Written consents of the following persons:

     James L. Livingston, Jr. (See Exhibit 6A).
     [to be filed by amendment]
     Ernst & Young LLP (See Exhibit 7(a)).
     [to be filed by amendment]
     Sutherland Asbill & Brennan LLP (See Exhibit 7(b)).
     [to be filed by amendment]

  The following exhibits, corresponding to those required by paragraph A of the instructions as to exhibits in Form N-8B-2:

  1.

     A.

     (1)  Resolution of the Board of Directors of Southland Life Insurance Company establishing Southland Separate Account L1 ¹

     (2)  Not Applicable

     (3)  (a)  Form of Underwriting Agreement between Southland Life Insurance Company and ING America Equities, Inc. ²

          (b)  Form of Distribution Agreement ³

               (i) Amendment to Southland Life Insurance Company Distribution Agreement ⁹

          (c)  Schedule of Sales Commissions ⁴

          (d)  Form of Wholesaling Agreement ⁹

          (e)  Form of IIG Master Sales and Supervisory Agreement ⁹

          (f)  Form of Broker-Dealer Supervisory and Selling Agreement for Variable Contracts ⁹

     (4)  Not applicable

     (5)  (a)  Specimen Flexible Premium Adjustable Combination Fixed and Variable Life Insurance Policy ⁵

               (i)  Specimen Form of Montana Flexible Premium Adjustable Combination Fixed and Variable Life Insurance Policy ⁷

               (ii)  Specimen Form of Texas Flexible Premium Adjustable Combination Fixed and Variable Life Insurance Policy ⁷

               (iii)  Specimen Market Dimensions Universal Life Insurance Policy (Form No. 15291-00)

          (b)  Accidental Death Benefit Rider ⁴

          (c)  Additional Insured Benefit Rider ⁴

          (d)  Children's Insurance Rider ⁴

          (e)  Guaranteed Insurability Rider ⁴

          (f)  Waiver of Cost of Insurance Benefit Rider ⁴

          (g)  Waiver of Specified Premium Benefit Rider ⁴

          (h)  Adjustable Term Insurance Rider (Form No. 15292-00)

          (i)  Accelerated Death Benefit Rider (Form No. 15256-98)

Market Dimensions   			II - 4

     (6)  (a)  Amended and restated Articles of Incorporation of Southland Life Insurance Company ³

          (b)  By-laws of Southland Life Insurance Company ²

     (7)  Not applicable

     (8)  (a)  Form of participation/distribution agreement between The Alger American Fund and the Company ³

          (b)  Form of participation/distribution agreement between Fidelity Variable Insurance Products Fund and the Company ³

          (c)  Form of participation/distribution agreement between Fidelity Variable Insurance Products Fund II and the Company ³

          (d)  Form of participation/distribution agreement between INVESCO Variable Investment Funds, Inc. and the Company ³

          (e)  Form of participation/distribution agreement between Janus Aspen Series and the Company ³

          (f)  Form of administrative services agreement between Security Life of Denver Insurance Company and Southland Life Insurance Company ⁹

          (g)  Form of administrative services agreement between INVESCO Funds Group, Inc. and Southland Life Insurance Company ⁹

          (h)  Form of Service Agreement between Southland Life Insurance Company and Fred Alger Management, Inc. ¹⁰

          (i)  Form of participation agreement among The GCG Trust, Directed Services, Inc. and Southland Life Insurance Company ¹¹

          (j)  Form of administrative and shareholder service agreement between Directed Services, Inc. and Southland Life Insurance Company ¹¹

          (k)  Form of distribution and shareholder services agreement between Janus Distributors, Inc. and Southland Life Insurance Company ¹¹

          (l)  Form of participation agreement among The Alger American Fund, Fred Alger Management, Inc. and Southland Life Insurance Company ¹¹

     (9)  Not applicable

     (10)  Application form

          (a)  Southland Life Variable Universal Life Insurance Application ¹⁰

               (i)  Application Insert Investment Feature Selection Form (Form No. 21-420)

     (11)  Description of issuance, transfer and redemption procedures
          [to be filed by amendment]

     B.  Not applicable

     C.  Not applicable

  2.  Opinion and Consent of Gary W. Waggoner

  3.  Not applicable

  4.  Not applicable

  5.  Not applicable

  6.A.  Opinion and Consent of James L. Livingston, Jr.
     [to be filed by amendment]

  7.(a)  Consent of Ernst & Young LLP
     [to be filed by amendment]

Market Dimensions   			II - 5

  (b)  Consent of Sutherland Asbill & Brennan LLP
     [to be filed by amendment]

¹  Incorporated by reference to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on October 6, 1995.

²  Incorporated by reference to the Registration Statement on Form N-4 for Southland Separate Account A1 (File No. 33-89574) filed with the Commission on February 17, 1995.

³  Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Southland Separate Account A1 (File No. 33-89574) filed with the Commission on September 29, 1995.

⁴  Incorporated by reference to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on May 10, 1996.

⁵  Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on July 30, 1996.

⁶  Incorporated by reference to Post-Effective Amendment No. 2 to the Registration   Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed   with the Commission on October 25, 1996.

⁷  Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on April 30, 1997.

⁸  Incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on April 29, 1999.

⁹  Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on May 1, 2000.

¹⁰  Incorporated by reference to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 333-46294) filed with the Commission on September 21, 2000.

¹¹  Incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form S-6 for Southland Separate Account L1 (File No. 33-97852) filed with the Commission on October 13, 2000.

Market Dimensions   			II - 6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Southland Life Insurance Company and the Registrant, Southland Life Separate Account L1, have duly caused this Registration Statement to be signed on their behalf by the undersigned, hereunto duly authorized, and their seal to be hereunto fixed and attested, all in the City and County of Denver and the State of Colorado on the 10th day of November, 2000.

Southland Life Insurance Company

(Depositor)

By:   /s/ Stephen M. Christopher
        Stephen M. Christopher
        President

(Seal)

Attest:

By:   /s/ Gary W. Waggoner
        Gary W. Waggoner

Southland Separate Account L1

(Registrant)

By:  Southland Life Insurance Company
  (Depositor)

By:   /s/ Stephen M. Christopher
        Stephen M. Christopher
        President

(SEAL)

Attest:

By:   /s/ Gary W. Waggoner
        Gary W. Waggoner

Market Dimensions   			II - 7

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities with Southland Life Insurance Company and on the date indicated.

Principal Executive Officers:

/s/ Stephen M. Christopher
Stephen M. Christopher
President and Chairman

/s/ James L. Livingston, Jr.
James L. Livingston, Jr.
Executive Vice President, CFO and Chief Actuary

Principal Accounting Officer:

/s/ Shari A. Enger
Shari A. Enger
Controller

Directors:

/s/ P. Randall Lowery
P. Randall Lowery

/s/ B. Scott Burton
B. Scott Burton

/s/ Mark A. Tullis
Mark A. Tullis

Market Dimensions   			II - 8

Exhibit Index

1.A.5(a)(iii)  Specimen Market Dimensions Universal Life Insurance Policy
1.A.5(g)  Adjustable Term Insurance Rider
1.A.5(h)  Accelerated Death Benefit Rider
1.A.(10)(a)(i)  Southland Life Variable Universal Life Insurance Application Insert - Investment Feature Selection Form

2.  Opinion and consent of Gary W. Waggoner.

Market Dimensions   			II - 9

EX-1.A.5(A)(III)

Exhibit 1.A.5(a)(iii)

SOUTHLAND LIFE INSURANCE COMPANY
(A TEXAS CORPORATION)
5780 POWERS FERRY ROAD, N.W. ATLANTA, GEORGIA 30327-4390
MAILING ADDRESS
P.O. BOX 105006 ATLANTA, GEORGIA 30348-5006
A STOCK COMPANY - ESTABLISHED 1908

John Q. Doe

08 0002 3435

Agreement by Southland Life Insurance Company

Southland Life Insurance Company will pay the benefits described in this policy in accordance with the terms of this policy.

Please Read Your Policy Carefully

This policy is a legal contract between you as owner of the policy and the company.

Right to Examine This Policy

You have the right to examine and return this policy. You may return it by mail or other delivery to the agent who sold it to you or to our Home Office within 10 days after you receive it. It will then be void from the beginning. Upon return of the policy, we will refund all premiums paid. If this policy is a replacement policy as defined by state law where this policy is delivered, you have the right to examine and return this policy within 10 days.

This policy is signed for Southland Life Insurance Company by

President	Secretary

This policy is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
This is a NON-PARTICIPATING policy.

Death benefits and other values provided by this contract, when based on the investment experience of a separate account, are variable. These values may increase or decrease, based on investment experience and are not guaranteed as to a fixed dollar amount. Death benefits are payable by us upon the death of the insured. There is no maturity date. Flexible premiums are payable by you during the lifetime of the insured until the policy anniversary nearest the insured's 100^th birthday.

Policy Form 15291-00

TABLE OF CONTENTS

SCHEDULE	4
DEFINITIONS	5
INSURANCE COVERAGE PROVISIONS	6
POLICY DATE	6
BASE DEATH BENEFIT	6
CHANGE IN REQUESTED INSURANCE COVERAGE	6
Requested Increases in Coverage	6
Requested Decreases in Coverage	7
Death Benefit Option Changes	7
CONTINUATION OF COVERAGE BEYOND AGE 100	7
PAYOUT OF PROCEEDS	8
PREMIUM PROVISIONS	9
SCHEDULED PREMIUMS	9
UNSCHEDULED PREMIUMS	9
PREMIUM LIMITATION	9
FAILURE TO PAY PREMIUM	9
INITIAL PREMIUM ALLOCATION	9
SUBSEQUENT PREMIUM ALLOCATIONS	9
CHANGES TO PREMIUM ALLOCATIONS	9
SEPARATE ACCOUNT PROVISIONS	10
THE SEPARATE ACCOUNT	10
SEPARATE ACCOUNT DIVISIONS	10
CHANGES WITHIN THE SEPARATE ACCOUNT	10
GENERAL ACCOUNT PROVISIONS	11
THE GENERAL ACCOUNT	11
GUARANTEED INTEREST DIVISION	11
LOAN DIVISION	11
TRANSFER PROVISIONS	11
ACCOUNT VALUE PROVISIONS	12
ACCOUNT VALUES ON THE INVESTMENT DATE	12
ACCUMULATION UNIT VALUE	12
ACCUMULATION EXPERIENCE FACTOR	12
ACCOUNT VALUE OF THE DIVISIONS OF THE SEPARATE ACCOUNT	13
ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION	13
ACCOUNT VALUE OF THE LOAN DIVISION	13
DEDUCTIONS	14
MONTHLY DEDUCTION	14
COST OF INSURANCE	14

Form 15291-00				2

LOAN PROVISIONS	15
POLICY LOANS	15
Preferred Policy Loans	15
LOAN INTEREST	15
LOAN DIVISION	16
PARTIAL WITHDRAWAL PROVISIONS	16
SURRENDER PROVISIONS	17
SURRENDER VALUE	17
SURRENDER CHARGES	17
BASIS OF COMPUTATIONS	18
FULL SURRENDERS	18
GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS	18
GRACE PERIOD	18
SPECIAL CONTINUATION PERIOD	18
GUARANTEE PERIOD	19
TERMINATION	20
REINSTATEMENT	20
DEFERRAL OF PAYMENT	20
GENERAL POLICY PROVISIONS	21
THE POLICY	21
CONTRACT CHANGES	21
PROCEDURES	21
OWNERSHIP	21
BENEFICIARIES	21
EXCHANGE RIGHT	22
COLLATERAL ASSIGNMENT	22
INCONTESTABILITY	22
MISSTATEMENT OF AGE OR GENDER	22
SUICIDE EXCLUSION	22
PERIODIC REPORTS	23
ILLUSTRATION OF BENEFITS AND VALUES	23
NONPARTICIPATING	23
CUSTOMER SERVICE CENTER	23
PAYOUTS OTHER THAN AS ONE SUM	23
ELECTION	23
PAYOUT OPTIONS	23
CHANGE AND WITHDRAWAL	24
EXCESS INTEREST	24
MINIMUM AMOUNTS	24
SUPPLEMENTARY POLICY	25
INCOME PROTECTION	25
DEATH OF PRIMARY PAYEE	25
PAYMENTS OTHER THAN MONTHLY	25
SETTLEMENT OPTION TABLES	26

Any supplementary amendments or endorsements, and a copy of the application follow the final policy provisions and are to be considered part of the Policy.

Policy Form 15291-00			3

SCHEDULE

(Schedule Effective Date: February 1, 2001)

POLICY NUMBER	08 0002 3435
POLICY DATE	FEBRUARY 1, 2001
INSURED	JOHN Q. DOE
AGE/GENDER	35 MALE
PREMIUM CLASS:	STANDARD NONSMOKER
RATING FACTOR:	1.00
EXTRA PREMIUM PER YEAR PER $1,000	$XX.XX
INITIAL STATED DEATH BENEFIT	$100,000
ADJUSTABLE TERM INSURANCE	$150,000*
DEATH BENEFIT
TARGET DEATH BENEFIT	$250,000**
ADDITIONAL BENEFITS AND RIDERS:
ACCIDENTAL DEATH BENEFIT RIDER	$100,000
ADDITIONAL INSURED RIDER	$100,000
CHILDREN'S INSURANCE RIDER	$5,000
GUARANTEED INSURABILITY RIDER (OR GMDB)
WAIVER OF SPECIFIED PREMIUM RIDER	$55.00/month
(OR WAIVER OF COST OF INSURANCE RIDER)
ACCELERATED DEATH BENEFIT RIDER
DEATH BENEFIT OPTION	A
MONTHLY PROCESSING DATE	1ST
PREMIUM PAYMENT FREQUENCY AT ISSUE	ANNUAL
SCHEDULED PERIODIC PREMIUM	$2000.00
MINIMUM ANNUAL PREMIUM	$717.00
[GUARANTEE PERIOD ANNUAL PREMIUM]	[$xxx.xx]
DEFINITION OF LIFE INSURANCE TEST	GUIDELINE PREMIUM TEST

Coverage will expire if premiums are insufficient to continue coverage. Coverage will also be affected by partial withdrawals, policy loans, changes in the current cost of insurance rates and the investment experience of the funds of the Separate Account.

*This amount is the amount of adjustable term death benefit on the policy date. This death benefit will vary from time to time, and may depend on your account value. See the rider and policy for details.

**This amount is the target death benefit on the policy date. It may change at the beginning of each policy year. See the Schedule and rider for details.

CUSTOMER SERVICE CENTER:	P.O. Box 173789, Denver, Colorado 80217-3789
	Toll Free Number 1-800-224-3035

Policy Form 15291-00			4

SCHEDULE (Continued)

SEGMENT BENEFIT PROFILE

Schedule Effective Date: [February 1, 2001]

Description	Segment Stated Death Benefit Amount	Segment Effective Date	Segment Target Premium
Segment #1	$100,000	02/1/01	$410.06

ADDITIONAL BENEFITS AND RIDERS

Adjustable Term Insurance Rider premium class or rating is the same as Segment #1
Accidental Death Benefit premium class or rating is x.xx times standard rate.
Additional Insured Rider premium class or rating is x.xx times standard rate.
Waiver of Cost of Insurance (or Waiver or Specified Premium) premium class or rating is x.xx times standard.
Guaranteed Insurability Rider premium class or rating is the same as Segment #1.

A segment is a block of death benefit coverage. The stated death benefit shown on the schedule page at issue is Segment #1. Additional segments may be added to the policy after issue to increase the death benefit. Each individual segment added to the policy has its own cost of insurance charges as shown in the Schedule. This is further defined in the Definition of Terms section of your policy.

Form 15291-00				4A

SCHEDULE (Continued)

EXPENSE CHARGES

Premium Expense Charges

Premium Tax       2.5% of each premium.

Federal Deferred Acquisition Costs       1.5% of each premium.

We reserve the right to increase or decrease the premium expense charge for taxes due to any change in tax law. We further reserve the right to increase or decrease the premium expense charge for the federal income tax treatment of deferred acquisition costs due to any change in the cost to us.

 Guaranteed Maximum Sales Charge       4.0% of each premium.

Guaranteed Maximum Monthly Administrative Expense Charges

Per Policy Charge:       $10 per policy month.

MORTALITY AND EXPENSE RISK CHARGE

 Policy years 1 through 5       .90% per year (.075% per month)

 Policy years 6 through 10       .75% per year (.0625% per month)

 Policy years 11 and thereafter       .30% per year (.025% per month)

This charge is multiplied by the net account value held in the Separate Account and is deducted each policy month.

Policy Form 15291-00			4B

SCHEDULE (Continued)

POLICYHOLDER TRANSACTION CHARGES

Policy Illustrations       $25 for each illustration after the 1^st in a policy year.
Partial Withdrawal Service Fee       See below.

POLICY LOANS

Policy Loan Interest Rate       6.00%
Preferred Loan Interest Rate       4.00%
Guaranteed Interest Rate Credited to Loan Division       4.00%
Minimum Loan Amount       $100
Maximum Loan Amount       See Loan Provisions section

PARTIAL WITHDRAWALS

Minimum Partial Withdrawal Amount       $100
Maximum Partial Withdrawal Amount       Amount which will leave $500 as the net cash surrender value
Partial Withdrawal Service Fee       Lesser of $25 or 2% of the withdrawal amount for each withdrawal in a policy year
Limit on Partial Withdrawals       Twelve (12) in a policy year.

GUARANTEED INTEREST DIVISION

Guaranteed Interest Rate for Guaranteed Interest Division       3.00%

Policy Form 15291-00			4C

SCHEDULE (Continued)

SURRENDER CHARGES

Total Surrender Charge Table

The surrender charges pertaining to the insurance coverage shown in the Schedule are shown in the following table. This table may change upon any increase or decrease in the policy's stated death benefit.

Surrender During the Policy Year Ending	Segment #1 Total Surrender Charge
2001	$1120.00
2002	$1120.00
2003	$1120.00
2004	$1120.00
2005	$1120.00
2006	$1120.00
2007	$1120.00
2008	$1120.00
2009	$1120.00
2010	$933.30
2011	$746.70
2012	$560.00
2013	$373.30
2014	$186.70
2015	$0.00

Surrender charges for each coverage segment reach zero at the beginning of the fifteenth policy year. Surrender charges shall not exceed the applicable amount shown in this table.

Policy Form 15291-00			4D

SCHEDULE ( Continued)

The policy's base death benefit at any time will be at least equal to the account value times the appropriate factor from this table.

DEFINITION OF LIFE INSURANCE
GUIDELINE PREMIUM TEST/CASH VALUE CORRIDOR TEST
DEATH BENEFIT FACTORS

Insured's Attained Age	Factor	Insured's Attained Age	Factor
0-40	2.50
41	2.43	71	1.13
42	2.36	72	1.11
43	2.29	73	1.09
44	2.22	74	1.07
45	2.15	75	1.05
46	2.09	76	1.05
47	2.03	77	1.05
48	1.97	78	1.05
49	1.91	79	1.05
50	1.85	80	1.05
51	1.78	81	1.05
52	1.71	82	1.05
53	1.64	83	1.05
54	1.57	84	1.05
55	1.50	85	1.05
56	1.46	86	1.05
57	1.42	87	1.05
58	1.38	88	1.05
59	1.34	89	1.05
60	1.30	90	1.05
61	1.28	91	1.04
62	1.26	92	1.03
63	1.24	93	1.02
64	1.22	94	1.01
65	1.20	95	1.00
66	1.19	96	1.00
67	1.18	97	1.00
68	1.17	98	1.00
69	1.16	99	1.00
70	1.15	100 and older	1.00

Form 15291-00				4E

SCHEDULE ( Continued)

TABLE OF GUARANTEED RATES-Segment #1
Guaranteed Maximum Cost of Insurance Rates Per $1000 of Net Amount at Risk
(These rates apply to the Base Policy.)

Segment Year	Monthly Cost of Insurance Rate	Segment Year	Monthly Cost of Insurance Rate	Segment Year	Monthly Cost of Insurance Rate
0	0.00029	29	0.44922	58	21.07894
1	0.00094	30	0.52778	59	23.37773
2	0.00174	31	0.61724	60	26.51949
3	0.00270	32	0.71747	61	31.35742
4	0.00390	33	0.82806	62	39.59830
5	0.00537	34	0.95316	63	54.65492
6	0.00720	35	1.09872	64	83.33333
7	0.00937	36	1.27190	65
8	0.01195	37	1.48191	66
9	0.01498	38	1.73698	67
10	0.01858	39	2.04020	68
11	0.02272	40	2.39109	69
12	0.02754	41	2.78822	70
13	0.03315	42	3.22853	71
14	0.03974	43	3.71109	72
15	0.04741	44	4.24541	73
16	0.05649	45	4.84859	74
17	0.06725	46	5.53770	75
18	0.08016	47	6.33237	76
19	0.09527	48	7.24554	77
20	0.11272	49	8.26516	78
21	0.13268	50	9.37750	79
22	0.15492	51	10.56782	80
23	0.17972	52	11.82596	81
24	0.20783	53	13.14547	82
25	0.24032	54	14.52703	83
26	0.27881	55	15.97964	84
27	0.32514	56	17.52244	85
28	0.38176	57	19.19650	86

The above Table of Guaranteed Rates is based on the 1980 U.S. Commissioner's Standard Ordinary Sex and Smoker Distinct Mortality Table. These rates include substandard rates, if applicable.

Form 15291-00				4F

DEFINITIONS

Account value: The sum of the amounts allocated to the portfolios of the Separate Account and to the Guaranteed Interest Division, as well as any amount set aside in the Policy Loan Division

Age: The policy is issued at the age shown in the Schedule. Each issue age is the age nearest birthday on the policy date.

Base death benefit: The base death benefit depends on the death benefit option you choose. This is defined in the Base Death Benefit provision of the policy.

Cash surrender value: Cash surrender value on any valuation date is the account value minus surrender charges, if any.

Customer Service Center: The Southland Customer Service Center is the company's offices at P.O. Box 173789, Denver, CO 80217-3789. For overnight delivery, the address is 1290 Broadway, Denver, CO 80203.

General Account: The account which contains all of our assets other than those held in a separate account.

Guaranteed Interest Division: Part of our General Account to which a portion of the account value may be allocated and which provides guarantees of principal and interest.

Initial period: The initial period ends on the earlier of: (a) the date this policy was delivered to you plus the Right to Examine Period, so long as we receive notice of the delivery date at our Customer Service Center before the date defined in (b), or (b) the date this policy is mailed from our Customer Service Center plus 5 days plus the right to examine period.

Investment date: The first date we apply your net premium payment to your policy. We will allocate the initial net premium to your policy at the end of the valuation period during which the latest of the following requirements is satisfied:

1. we receive the amount of premium required for coverage to begin under the policy
2. we have approved the policy for issue
3. all issue requirements have been met and received in our Customer Service Center.

Loan Division: Part of our General Account in which funds are set aside to secure any outstanding policy loan and accrued loan interest when due.

Monthly Processing Date: The date each month on which the monthly deductions from the account value are due. The first monthly processing date will be the policy date or the date on which the initial net premium is allocated to your policy, if later. Subsequent monthly processing dates will be the same date as the policy date each month thereafter. If that date is not a valuation date, monthly processing will use the next calculated accumulation unit value.

Net account value: The amount of the account value minus any policy loan and accrued loan interest.

Net premium: The premium amount paid minus the premium expense charges shown in the Schedule. These charges are deducted from each premium before the premium is applied to your account value.

Policy Form 15291-00			5

Partial withdrawal: The withdrawal of a portion of your cash surrender value from the policy. The partial withdrawal may reduce the amount of base death benefit in force, which in turn may cause a surrender charge to be incurred.

Policy loan: The sum of amounts you have borrowed from your policy, increased by any policy loan interest capitalized when due, and reduced by any policy loan repayments.

Portfolios of the Separate Account: The investment options available, each of which invests in shares of one of the portfolios.

Right to examine period: The number of days after delivery during which you have the right to examine your policy. See the cover page of your policy for a description of your right to examine period.

Scheduled premium: The premium amount that you specify on the application as the amount you intend to pay at fixed intervals over a specified period of time. Premiums may be paid monthly, quarterly, semiannual, or annually, as you determine. You need not pay the scheduled premium and you may change it at any time. Also, within limits, you may pay less or more than the scheduled premium.

Segment: The stated death benefit shown on the Segment Benefit Profile of the Schedule is the initial segment, or Segment #1. Each increase in the stated death benefit (other than due to an option change) is a new segment. Each new segment will be shown separately on the Segment Benefit Profile of the Schedule. The first year for a segment begins on the effective date of the segment and ends one year later. Each new segment may be subject to a new minimum annual premium, new sales charge, new surrender charges, new cost of insurance charges and new incontestability and suicide exclusion periods.

Stated death benefit: The sum of the segments under the policy. The stated death benefit changes when there is an increase or a decrease or when a transaction on the policy causes it to change (for example, a partial withdrawal under an Option A base death benefit may cause the stated death benefit to change).

Surrender charge: The charge made against your account value in the event of surrender, policy lapse, requested reductions in the stated death benefit, or certain partial withdrawals.

Target death benefit: The target death benefit for your policy is defined in the Adjustable Term Insurance Rider, if any, attached to the policy.

Valuation date: Each date as of which the net asset value of the shares of the portfolio and unit values of the divisions are determined. Except for days that a division's corresponding portfolio does not value its shares, a valuation date is any day:

1. The New York Stock Exchange (NYSE) is open for trading and on which Southland Life's Customer Service Center is open for business; or
2. as may be required by law.

Valuation period: The period which begins at 4:00 p.m. Eastern Time on a valuation day and ends at 4:00 p.m. Eastern Time on the next succeeding valuation date.

Form 15291-00				5A

INSURANCE COVERAGE PROVISIONS

POLICY DATE

The policy date shown in the Schedule is the effective date for all coverage provided in the original application. The policy date is the date from which we measure policy years and determine the monthly processing date. The first monthly processing date is the investment date. Future monthly processing dates are the same calendar day of each month as the policy date unless this is not a valuation date in which case the monthly processing date occurs on the next valuation date. A policy anniversary occurs each year on the same month and day as the policy date unless this is not a valuation date in which case the policy anniversary occurs on the next valuation date. The effective date for new segments and additional benefits is shown in the Schedule.

BASE DEATH BENEFIT

The base death benefit will be determined, at any time, as follows:

Option 1: Under Option A, the base death benefit is the greater of:

1. The stated death benefit; or
2. The account value multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule

Option 2: Under Option B, the based death benefit is the greater of:

1. The stated death benefit plus the account value; or
2. The account value multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule

The stated death benefit and the death benefit type are shown in the Schedule.

This policy is designed to qualify as a life insurance contract under the Internal Revenue Code. All terms and provisions of the policy shall be construed in a manner consistent with that design. The base death benefit in force at any time shall not be less than the amount of insurance necessary to achieve such qualification under the applicable provisions of the Internal Revenue Code in existence at the time the policy is issued. We reserve the right to amend the policy or adjust the amount of insurance when required. We will send you a copy of any policy amendment.

CHANGE IN REQUESTED INSURANCE COVERAGE

You may request that the insurance coverage be increased or decreased. Decreases are not allowed before the first policy anniversary. The change in coverage may not be for an amount less than $1,000. The effective date of the change will be the monthly processing date immediately following the date your written application is approved by us. After any change to the stated death benefit, you will receive an amended Schedule reflecting the change, the benefit under any riders, if applicable, the guaranteed cost of insurance rates, the new target premium and the new surrender charge.

Requested Increases in Coverage

Subject to our limits, you may request an increase in the stated death benefit through attained age 85. An increase will become effective as of the monthly processing date immediately following the date your written application is approved by us. You must provide evidence satisfactory to us that the insured is insurable according to our normal rules of underwriting for the applicable premium class for this type of policy. This evidence will include an application and may include required medical information. An increase will consist of a new segment of stated death benefit. Each new segment will result in a new

Form 15291-00				6

sales charge which will be deducted from the premium allocated to the new segment. The new segment may also be subject to a new minimum annual premium, new surrender charges, new per thousand of stated death benefit charges, new cost of insurance charges and new incontestability and suicide exclusion periods.

Requested Decreases in Coverage

After the first policy anniversary, you may request a decrease in the stated death benefit. We will limit the decrease such that, immediately after the requested decrease, the stated death benefit is at least $100,000.

A decrease will be effective as of the monthly processing date immediately following the date your written application is approved by us. A decrease will first reduce Adjustable Term Insurance Rider coverage, if attached to your policy, and will then reduce each of the stated death benefit segments in the same proportion as the stated death benefit is reduced. A surrender charge will apply if the stated death benefit is decreased and the decrease occurs during the 14 years following the policy date or the date of the prior increase. If a surrender charge applies, it will be deducted from your account value and future surrender charges will be reduced.

Death Benefit Option Changes

Beginning with the first monthly processing date and ending with the policy anniversary nearest the insured's 100^th birth date, you may request to change the death benefit option. This change will be effective as of the next monthly processing date following approval. A death benefit option change applies to the entire stated death benefit. We may not allow any change if it would reduce the stated death benefit below the minimum we require to issue this policy at the time of reduction. After the effective date of the change, the stated death benefit will be changed according to the following table:

OPTION FROM	CHANGE TO	STATED DEATH BENEFIT FOLLOWING THE OPTION CHANGE EQUALS:
Opt A	Opt B	Stated death benefit prior to such change minus your account value as of the effective date of the change.
Opt B	Opt A	Stated death benefit prior to such change plus your account value as of the effective date of the change.

To determine the segment stated death benefit after an option change, your account value will be allocated to each segment in the same proportion that segment bears to the stated death benefit as of the effective date of the change.

CONTINUATION OF COVERAGE BEYOND AGE 100

If the policy is in force on the policy anniversary nearest the insured's 100^th birth date, the policy will continue pursuant to the terms of the policy. On this date, the following will occur:

1. If there is no Adjustable Term Insurance Rider on the policy, the stated death benefit for the policy remains unchanged as of the policy anniversary nearest the insured's 100^th birthday. If there is an Adjustable Term Insurance Rider attached to the policy, the stated death benefit for the policy will equal the target death benefit on the policy anniversary nearest the insured's 100^th birth date. Any Adjustable Term Insurance Rider will then terminate.

Form 15291-00				7

2. All other riders attached to the policy also will terminate.
3. The portion of your account value invested in the portfolios of the Separate Account will be transferred into the Guaranteed Interest Division and no further investment in the divisions of the Separate Account will be allowed.
4. If the death benefit option in force on the policy is Option B, the policy will be converted to death benefit Option A in accordance with the procedures outlined in the Death Benefit Option Changes provision of the policy. No further changes will be allowed to the death benefit option.

After the policy anniversary nearest the insured's 100^th birth date, no further premiums will be accepted and no monthly deductions will be made. Policyholder transaction charges continue to be deducted at the time of the applicable transaction. We will continue to credit interest to the account value in the Guaranteed Interest Division. Policy loans and withdrawals continue to be available. Any existing policy loan will continue. Policy loan interest will continue to accrue and if not paid, may cause your policy to lapse. Payments on policy loans and policy loan interest will be accepted. The policy will enter the 61-day grace period if the net cash surrender value is zero or less.

If you do not want coverage to continue past the policy anniversary nearest the insured's 100^th birth date, the policy may be surrendered at that time, or earlier.

PAYOUT OF PROCEEDS

Proceeds refer to the amount we will pay:

1. Upon surrender of the policy; or
2. Upon the insured's death.

The proceeds upon surrender of this policy will be the net cash surrender value. The amount of proceeds payable upon the insured's death will be the base death benefit in effect on the date of death, plus any amounts payable from any additional benefits provided by rider, minus any outstanding policy loan including accrued but unpaid interest, minus any unpaid monthly deductions incurred prior to the date of the insured's death. The calculation of the death proceeds will be computed as of the date of the insured's death.

We will determine the amount of death proceeds payable when we have received due proof of the insured's death and any other information which is necessary to process the claim. Any proceeds we pay are subject to adjustments as provided in the Misstatement of Age or Gender, Suicide Exclusion and Incontestability provisions.

We will pay proceeds in one sum unless you request an alternate form of payment. There are many possible methods of payment. The available payout options are described in the Payouts Other Than As One Sum provision. Contact us or your registered representative for additional information. Interest will be paid on the one sum death proceeds from the date of the insured's death to the date of payment, or until a payout option is selected. Interest will be at the rate we declare, or at any higher rate required by law.

Form 15291-00				8

PREMIUM PROVISIONS

SCHEDULED PREMIUMS

The scheduled premium as shown in the Schedule may be paid while this policy is in force prior to the policy anniversary nearest the insured's 100^th birth date. You may increase or decrease the amount of the scheduled premium, subject to limits we may set and provisions in the Premium Limitation section. Under conditions provided in the Grace Period provision and the Guarantee Period provision you may be required to make premium payments to keep the policy in force. You may pay premiums on a monthly basis through an automated payment facility.

UNSCHEDULED PREMIUMS

You may make unscheduled premium payments at any time the policy is in force prior to the policy anniversary nearest the insured's 100^th birth date, subject to the Premium Limitation section. Unless you tell us otherwise, these premium payments will first be applied to reduce or pay off any existing policy loan and, as such, premium expense charges will not be deducted.

PREMIUM LIMITATION

We will refund any premium that causes your policy not to qualify as a life insurance policy under the Internal Revenue Code. No premium may be paid after the death of the insured. No premium may be paid after the policy anniversary nearest the insured's 100^th birth date.

FAILURE TO PAY PREMIUM

If you stop paying premiums prior to the policy anniversary nearest the insured's 100^th birth date, your coverage may lapse. See your Grace Period provision for details.

INITIAL PREMIUM ALLOCATION

If the initial period has not ended on the investment date, net premium amounts designated for allocation to portfolios of the Separate Account will be allocated on the investment date to the money market portfolio and any net premium amount designated for allocation to the Guaranteed Interest Division will be allocated to that account. Any additional net premium amounts received after the investment date and before the end of the initial period will be allocated in the same manner as the initial net premium, at the end of the valuation period during which we receive the premium at our Customer Service Center. On the valuation date immediately following the end of the initial period, the balance of the amount in the money market portfolio will be transferred to other portfolios of the Separate Account according to your allocation instructions. The amounts allocated to the Guaranteed Interest Division will remain in that division.

If the initial period has ended on the investment date, initial net premium amounts will be allocated on the investment date to portfolios of the Separate Account and/or to the Guaranteed Interest Division in accordance with your allocation instructions .

SUBSEQUENT PREMIUM ALLOCATIONS

After the initial premium allocation, all future scheduled and unscheduled premiums will be allocated to the portfolios of the Separate Account in accordance with your allocation instructions. This allocation will occur at the end of the valuation period during which we receive the premium at our Customer Service Center.

CHANGES TO PREMIUM ALLOCATIONS

You may change your premium allocation in accordance with instructions included in your annual policy prospectus.

Form 15291-00				9

SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT

The Separate Account is an account established by us, pursuant to the laws of the State of Texas, to separate the assets funding the benefits for the class of policies to which this policy belongs from the other assets of Southland Life Insurance Company.

The Separate Account is registered as a unit investment trust under the Investment Company Act of 1940. All income, gains and losses, whether or not realized, from assets allocated to the Separate Account are credited to or charged against the Separate Account without regard to income, gains or losses of our General Account. The assets of the Separate Account are our property but are separate from our General Account and our other Separate Accounts. That portion of the assets of the Separate Account which is equal to the reserves and other policy liabilities with respect to the Separate Account is not chargeable with liabilities arising out of any other business we may conduct or subject to creditor claims against us.

SEPARATE ACCOUNT DIVISIONS

The Separate Account is divided into divisions, each of which invests in a fund portfolio designed to meet the objectives of the division. The current eligible divisions are shown in your annual policy prospectus. We may, from time to time, add additional divisions. If we do, you may be permitted to select from these other divisions subject to the terms and conditions we may impose on those allocations.

We reserve the right to limit the number of divisions in which you may invest over the life of the policy. This limit, if any, will be listed in the updated policy prospectus provided to you each year.

CHANGES WITHIN THE SEPARATE ACCOUNT

When permitted by law, and subject to any required notice to you and acceptance of the Securities and Exchange Commission ("SEC"), and approval by state regulatory authorities or policy owners, we may from time to time make the following changes to the Separate Account:

• Make additional divisions available. These divisions will invest in investment portfolios we find suitable for the policy.
• Eliminate divisions from the Separate Account or combine 2 or more divisions.
• Substitute a new portfolio for the portfolio in which a division invests. A substitution may become necessary if, in our judgment, a portfolio no longer suits the purposes of the policy. This may happen due to a change in laws or regulations, or a change in a portfolio's investment objectives or restrictions. This may also happen if the portfolio is no longer available for investment, or for some other reason, such as a declining asset base.
• Transfer assets of the Separate Account, which we determine to be associated with the class of policies to which your policy belongs, to another Separate Account.
• Withdraw the Separate Account from registration under the Investment Company Act of 1940.
• Operate the Separate Account as a management investment company under the Investment Company Act of 1940.

Form 15291-00				10

• Invest one or more divisions in a mutual fund other than, or in addition to, the portfolios.
• Discontinue the sale of policies.
• Terminate any employer or plan trustee agreement with us pursuant to its terms.
• Restrict or eliminate any voting rights as to the Separate Account.
• Make any changes required by the Investment Company Act of 1940 or the rules or regulations thereunder.

GENERAL ACCOUNT PROVISIONS

THE GENERAL ACCOUNT

The General Account holds all of our assets other than those held in the Separate Account or our other separate accounts. The Guaranteed Interest Division is a part of our General Account.

GUARANTEED INTEREST DIVISION

The Guaranteed Interest Division is another division to which you may allocate premiums or make transfers. The account value of the Guaranteed Interest Division is equal to amounts allocated to this division plus any earned interest minus deductions taken from this division. Interest is credited at the guaranteed rate shown in the schedule or may be credited at a higher rate. Any higher rate is guaranteed to be in effect for at least a 12-month period.

LOAN DIVISION

The Loan Division is the account set aside to secure the policy loan, if any. See the Loan Provisions section for information.

TRANSFER PROVISIONS

After the initial premium allocation and until the policy anniversary nearest the insured's 100^th birth date, your account value in each division may be transferred to any other Division of the Separate Account or to the Guaranteed Interest Division upon your request. One transfer from the Guaranteed Interest Division into the separate account divisions may be made during the first 30 days of each policy year. Additional limitations and requirements will be listed in and governed by your annual policy prospectus in effect at the time of the transfer. We reserve the right to modify these limitations and requirements from time to time. On the policy anniversary nearest the insured's 100^th birth date, your account value in each division of the Separate Account will be transferred into the Guaranteed Interest Division and no further transfers will be allowed.

Form 15291-00				11

ACCOUNT VALUE PROVISIONS

The account value is the sum of the current amounts allocated to the portfolios of the Separate Account and to the Guaranteed Interest Division plus your balance in the Loan Division.

The account value is based on premiums paid, policy and rider charges assessed, loans and withdrawals taken, monthly deductions, premium expense charges, transaction charges, any surrender charges, and the investment experience or credited interest of the division to which your account value is allocated.

Your net account value is equal to your account value minus any policy loan and accrued but unpaid loan interest.

ACCOUNT VALUES ON THE INVESTMENT DATE

The account value of each division of the Separate Account and the Guaranteed Interest Division as of the investment date is equal to:

1. The allocation to that division of the first net premium paid; minus
2. The portion of any monthly deductions due on the investment date allocated to that division.

ACCUMULATION UNIT VALUE

The investment experience of a division of the Separate Account is determined as of each valuation date. We use an accumulation unit value to measure the experience of each of the Separate Account divisions during a valuation period. We generally set the accumulation unit value at $10 when each division is opened. The accumulation unit value for a valuation date equals the accumulation unit value for the preceding valuation date multiplied by the accumulation experience factor defined below for the valuation period ending on the valuation date.

The number of units for a given transaction related to a division of the Separate Account as of a valuation date is determined by dividing the dollar value of that transaction by that division's accumulation unit value for that date.

ACCUMULATION EXPERIENCE FACTOR

For each portfolio of the Separate Account, the accumulation experience factor reflects the investment experience of the portfolio in which that division invests and the charges assessed against that division for a valuation period. The accumulation experience factor is calculated as follows:

1. The net asset value of the portfolio in which that division invests as of the end of the current valuation period; plus
2. The amount of any dividend or capital gains distribution declared and reinvested in the portfolio in which that division invests during the current valuation period; minus
3. A charge for taxes, if any.
4. The result of (a), (b) and (c) is then divided by the net asset value of the portfolio in which that division invests as of the end of the preceding valuation period.

Form 15291-00				12

ACCOUNT VALUE OF THE DIVISIONS OF THE SEPARATE ACCOUNT

On subsequent valuation dates after the investment date, your account value of each portfolio of the Separate Account is calculated as follows:

1. The number of accumulation units in that division as of the beginning of the current valuation period multiplied by that division's accumulation unit value for the current valuation period; plus
2. Any additional net premiums allocated to that division during the current valuation period; plus
3. Any account value transferred to or minus any account value transferred from the Separate Account during the current valuation; minus
4. Any partial withdrawals allocated to that division and any applicable withdrawal service fees which are allocated to the divisions of the Separate Account during the current valuation period; plus
5. Any amounts released from the Loan Division as a result of a loan or loan interest payment, or minus amounts transferred to the Loan Division as a result of any loans which are allocated to the Separate Account during the current valuation period; minu s
6. The portion of any surrender charge resulting from a decrease in stated death benefit allocated to the division; minus
7. The portion of the monthly deduction allocated to the Separate Account, if a monthly processing date occurs during the current valuation period.

ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION

On valuation dates after the investment date, your account value of the Guaranteed Interest Division is calculated as follows:

1. The account value of the Guaranteed Interest Division at the end of the preceding valuation period plus interest at the declared rate credited during the current valuation period; plus
2. Any additional net premiums allocated to the Guaranteed Interest Division plus interest credited to these premiums during the current valuation period; plus
3. Any account value transferred to or minus any account value transferred from the Guaranteed Interest Division during the current valuation period; minus
4. Any partial withdrawals taken and any applicable withdrawal service fees which are allocated to the Guaranteed Interest Division during the current valuation period; plus
5. Any amounts released from the Loan Division as a result of a loan or loan interest payment, or minus amounts transferred to the Loan Division as a result of any loans which are allocated to the Guaranteed Interest Division during the current valuation period; minus
6. The portion of any surrender charge resulting from a decrease in stated death benefit allocated to the Guaranteed Interest Division; minus
7. The portion of the monthly deduction allocated to the Guaranteed Interest Division, if a monthly processing date occurs during the current valuation period.

ACCOUNT VALUE OF THE LOAN DIVISION

On valuation dates after the investment date, your account value of the Loan Division is equal to:

1. The account value of the Loan Division on the prior valuation date; plus
2. Any interest credited to the Loan Division during the valuation period; plus
3. An amount equal to any additional loans since the prior valuation date; minus
4. Any loan repayments, including payment of loan interest; plus

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5. The amount of accrued loan interest if the valuation date is a policy anniversary; minus
6. The amount of interest credited to the Loan Division during the year if the valuation date is a policy anniversary.

On policy anniversaries, any amount of interest credited to the Loan Division during the year is transferred from the Loan Division to the Separate Account and Guaranteed Interest Division according to your premium allocation then in effect.

DEDUCTIONS

MONTHLY DEDUCTION

The monthly deduction is equal to:

1. The cost of insurance charges for this policy; plus
2. The monthly charges for any other additional benefits provided by riders in force under the policy; plus
3. The monthly expense charges shown in the Schedule; plus
4. The monthly mortality and expense risk charge shown in the Schedule; plus
5. The charge for the Guaranteed Minimum Death Benefit option, if elected.

The monthly deductions are allocated to the divisions of the Separate Account and Guaranteed Interest Division as described in the prospectus in effect at the time of the transaction. This deduction is taken from your account value as of the monthly processing date. These deductions will display in periodic reports that we send you at least once per policy year. After the policy anniversary nearest the insured's 100^th birth date no further monthly deductions will be made, except policy transaction charges incurred after this date.

Policyholder transaction charges, as described in the Schedule, are deducted at the time of the applicable transaction.

COST OF INSURANCE

The cost of insurance for the policy is the sum of the cost of insurance for all segments. A segment's cost of insurance is the cost of insurance rate for the premium class for the segment multiplied by the net amount at risk allocated to the segment. It is determined on a monthly basis.

The net amount at risk is (a) minus (b) where:

1. Is the base death benefit for all segments as of the monthly processing date after the monthly deductions (other than cost of insurance charges for the base death benefit and any riders), divided by the result of 1 plus the monthly equivalent of the guaranteed interest rate for the Guaranteed Interest Division as shown in the Schedule; and
2. Is your account value as of the monthly processing date after the monthly deductions (other than the cost of insurance charges for the base death benefit and any riders).

The net amount at risk will be allocated to a segment in the same proportion as that segment's stated death benefit bears to the sum of the stated death benefits for all segments.

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The cost of insurance rate for each segment will be determined by us from time to time. Different rates will apply to each segment. They will be based on the gender and age of the insured, as of the effective date of segment coverage, the duration since the coverage began, the amount of target death benefit and the segment premium class. Any change in rates will apply to all individuals of the same premium class and whose policies have been in effect for the same length of time. The rates will never exceed those rates shown in the Table of Guaranteed Rates for the segment. These tables are in the Schedule.

LOAN PROVISIONS

POLICY LOANS

You may obtain a policy loan on or after the first monthly processing date. The maximum amount you may borrow at any time equals the cash surrender value on the date of the loan request less any outstanding policy loan (including accrued but unpaid loan interest) and less all monthly deductions to the next policy anniversary, or 13 monthly deductions if you take a loan within the 30-day period before your next policy anniversary. The policy loan is a first lien on your policy. The outstanding policy loan amount is equal to the loan amount as of the beginning of the policy year plus new loans and minus loan repayments, plus accrued interest. The minimum amount you may borrow is shown in the Schedule.

Preferred Policy Loans

Preferred loan eligibility begins after the tenth (10^th) policy anniversary or after the 5^th policy anniversary if the insured is attained age 60 or greater. The first loan requested during each year of preferred loan eligibility will be a preferred loan. The amount of the preferred loan cannot exceed 10% of the net account value. The preferred loan interest rate is shown in the Schedule.

Only one preferred loan may be requested in an eligible policy year. If the preferred loan amount in any eligible policy year is less than the maximum allowed, the balance may not be carried over to increase the eligible preferred loan amount in a subsequent policy year.

Beginning with the 21^st policy year, all loan balances will be preferred loan amounts.

LOAN INTEREST

The annual policy loan interest rates are shown in the Schedule. If a loan is made, interest is due and payable at the end of the policy year. Thereafter, interest on the loan amount is due annually at the end of each policy year until the loan is repaid. If interest is not paid when due, it is added to the policy loan.

If the policy loan amount and any accrued interest equals or exceeds the cash surrender value, a premium sufficient to keep this policy in force must be paid as provided in the Grace Period provision.

Policy Form 15291-00			15

LOAN DIVISION

When a policy loan is taken or when interest is not paid in cash when due, an amount equal to the loan or unpaid loan interest respectively, is transferred from the portfolios of the Separate Account and the Guaranteed Interest Division to the Loan Division to secure the loan. This amount will be deducted from the portfolios of the Separate Account and the Guaranteed Interest Division in the same proportion that your account value in each division bears to your net account value as of the date the transfer is effective unless otherwise specified in your instructions to us. Your account value in the Loan Division will be credited with interest at the interest rate for the Loan Division shown in the Schedule.

When a loan repayment is made, an amount equal to the repayment is transferred from the Loan Division to the Guaranteed Interest Division and the portfolios of the Separate Account in the same proportion as your current premium allocation unless you request a different allocation in writing.

PARTIAL WITHDRAWAL PROVISIONS

You may apply for a partial withdrawal from your account value on any monthly processing date after the first policy anniversary by writing to us at our Customer Service Center. The minimum and maximum partial withdrawal amounts are shown in the Schedule. When we process a partial withdrawal, the amount of the withdrawal plus a service fee is deducted from your account value. The amount of the service fee is shown in the Schedule. If a surrender charge is applicable, we will deduct it from your account value. We limit the number of partial withdrawals in a policy year. This number is shown in the Schedule.

The stated death benefit is reduced by the amount of the partial withdrawal unless one of the following exceptions applies.

The stated death benefit is not reduced by a partial withdrawal taken when the base death benefit has been increased to qualify your policy as life insurance under the Internal Revenue Code and the amount withdrawn is not greater than that which reduces your account value to the level which no longer requires the base death benefit to be increased for Internal Revenue Code purposes.

For a policy under an Option A death benefit, the stated death benefit is not reduced by a partial withdrawal:

1. If no more than 15 years have elapsed since the policy date;
2. If the insured's age is not yet age 81; and
3. If the partial withdrawal taken is less than either the greater of 10% of your account value or 5% of the stated death benefit, calculated immediately before the partial withdrawal. Any additional amount withdrawn reduces your stated death benefit by that additional amount.

For a policy under an Option B death benefit, a partial withdrawal does not reduce your stated death benefit.

If the stated death benefit is reduced by a partial withdrawal during the first 14 years following the policy date or following an increase in the stated death benefit, a surrender charge will be deducted from your account value. (See your Surrender Charges provision.)

Any reduction in death benefit or account value will occur as of the date the partial withdrawal occurs.

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We will limit the amount of the partial withdrawal such that, immediately after the requested withdrawal, the stated death benefit is at least $100,000.

You may specify how much of the withdrawal you wish taken from each division of the Separate Account or from the Guaranteed Interest Division. You may not withdraw from the Guaranteed

Interest Division more than the total withdrawal times the ratio of your account value in the Guaranteed Interest Division to your net account value immediately prior to the withdrawal. Unless you indicate otherwise, we will make the withdrawal from amounts in the Guaranteed Interest Division and the portfolios of the Separate Account in the same proportion that your account value in each division bears to your net account value immediately prior to the withdrawal. The withdrawal service fee and any surrender charge deducted from your account value are deducted from each division of the Separate Account and the Guaranteed Interest Division as described in the prospectus in effect at the time of the transaction.

We may send you a new Schedule to reflect the effect of the withdrawal if there is any change to the stated death benefit and surrender charges. We may ask you to return your policy to our Customer Service Center to make this change. The withdrawal and the reductions in death benefits will be effective as of the valuation date after we receive your request.

SURRENDER PROVISIONS

SURRENDER VALUE

The net cash surrender value on any date will be your account value minus any applicable surrender charge and minus any policy loan including accrued but unpaid loan interest.

SURRENDER CHARGES

A separate surrender charge may apply to each stated death benefit segment for each policy year. The surrender charge for this policy is the sum of the surrender charge for each segment of stated death benefit. The surrender charge is shown in the Schedule.

Upon a decrease in the stated death benefit, a portion of the surrender charge will be deducted from your account value, unless the stated death benefit is decreased because the death benefit option is changed.

The amount we deduct will equal the applicable surrender charge for the policy year of the decrease times the percentage reduction in the stated death benefit. The surrender charges after the decrease will equal the surrender charges shown in the Schedule less the amount deducted from your account value. If the amount deducted from your account value causes your net cash surrender value to become zero or less, you may enter the grace period. (See Grace Period provision.)

We will send you a new Schedule to reflect the effect of any transaction that changes the stated death benefit or the surrender charges.

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BASIS OF COMPUTATIONS

The cash surrender value under the policy is not less than the minimums required as of the policy date by the state in which your policy was delivered. A detailed statement of the method of computation of policy values under the policy has been filed with the insurance department of the state in which the policy was delivered, if required.

FULL SURRENDERS

You may surrender your policy after the right to examine period or at any time before the death of the insured and receive the net cash surrender value. We will compute the net cash surrender value as of the next valuation date after we receive both your request and the policy at our Customer Service Center. This policy will be canceled as of the date we receive your request, and there will be no further benefits under this policy. Once you surrender this policy, it cannot be reinstated.

GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS

GRACE PERIOD

If the following three conditions occur on a monthly processing date, the policy will enter into a 61-day grace period:

1. The net cash surrender value is zero or less; and
2. The special continuation period described below has expired or the required premium for the special continuation period has not been paid; and
3. The guarantee period described below was not elected, has expired or been terminated.

We will give you a 61-day grace period from this monthly processing date to make the required premium payment. The required premium payment then due must be paid to keep the policy in force. If this amount is not received in full by the end of the grace period, the policy will lapse without value. The required premium payment will be equal to past due charges plus an amount we expect to be sufficient to keep the policy and any riders in force for 2 months following receipt of the required premium payment. If we receive at least the required premium payment during the grace period, we will apply the net premium payment to the policy and make deductions for the past due amounts.

Notice of the amount of the required premium payment will be mailed to you or any assignee at the last known address at least 30 days before the end of the grace period. If the death of the insured occurs during the grace period, we will deduct any overdue monthly charges from the death proceeds of the policy.

SPECIAL CONTINUATION PERIOD

During the first 3 policy years your policy will remain in force regardless of the net cash surrender value if, on a monthly processing date, the sum of your premiums paid (minus the sum of your partial withdrawals, policy loans and accrued but unpaid policy loan interest) is not less than the sum of the applicable minimum monthly premiums for each policy month starting with the first policy month to and including the policy month which begins on the current monthly processing date. Each minimum monthly premium equals 1/12 of the minimum annual premium. The minimum annual premium is

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shown in the Schedule. We use this premium for each policy month until the effective date of a change in the stated death benefit. If there is a change, the new Schedule will show the applicable minimum annual premium that applies to subsequent policy months during the remainder of the 3-year period.

If the policy is kept in force under this provision, the charges are not permanently waived. Instead, the charges continue to be deducted. This could result in a negative net cash surrender balance unless sufficient premium is received. This negative balance is your unpaid monthly deductions. At the end of the special continuation period, sufficient premium will be due to bring your net cash surrender balance to zero plus an amount we expect to be sufficient to keep the policy and any riders in force for 2 months following receipt of the premium.

GUARANTEE PERIOD

If you elect the Guaranteed Minimum Death Benefit option, the policy will not terminate during the guarantee period even if the net account value is zero except as provided below. When your policy is kept in force under this option, all riders will terminate.

Each monthly guarantee period premium equals 1/12 of the guarantee period annual premium. The guarantee period annual premium is shown in the Schedule. We use this premium for each policy year until the effective date of a change in the stated death benefit. If there is a change, a new Schedule will show the applicable minimum guarantee period annual premium that applies to subsequent policy months.

The guarantee period will expire on the earlier of:

1. the 10^th policy anniversary or the policy anniversary nearest the insured's 65^th birthday; or
2. the policy anniversary nearest the insured's 100th birth date.

The guarantee period will terminate prior to the guarantee period expiration date if, on any monthly processing date, the actual premiums paid (minus the amount of any partial withdrawals and any policy loan including accrued but unpaid interest) are less than the sum of the guarantee monthly premiums for each policy month starting with the first policy month to, and including, the policy month that begins on the current monthly processing date.

The guarantee period will also terminate if your account value, on any monthly processing date, is not diversified. Diversification requires that no more than 35% of your net account value is invested in any one division, and that your net account value is invested in at least 5 divisions.

You will satisfy these diversification requirements if: (i) you are participating in the automatic rebalancing feature defined in and governed by the policy prospectus in effect on the policy effective date and your automatic rebalancing allocations comply with the diversifications specified above; or (ii) you elect dollar cost averaging and direct the resulting transfers into at least four other divisions with no more than 35% of any transfer going to any one division.

If, at the end of the guarantee period, the net account value of your policy is negative, your policy will terminate without value. The charge for this option is shown in the Schedule. Once the guarantee period has terminated, it cannot be reinstated.

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TERMINATION

All coverage provided by this policy will end as of the earliest of:

1. The date the policy is surrendered;
2. The date of the insured's death; or
3. The date the grace period ends without payment of the required premium.

REINSTATEMENT

The policy and its riders may be reinstated within five years after the beginning of the grace period. The reinstatement will be effective as of the monthly processing date on or next following the date we approve your written application.

We will reinstate the policy and any riders if the following conditions are met:

1. You have not surrendered the policy for its net cash surrender value;
2. You submit evidence satisfactory to us that the insured, and those insured under any riders, is still insurable according to our normal rules of underwriting for the applicable underwriting class for this type of policy; and
3. We receive payment of the amount of premium sufficient to keep the policy and any riders in force from the beginning of the grace period to the end of the expired grace period and for 2 months after the date of reinstatement. We will let you know, at the time you request reinstatement, the amount of premium needed for this purpose.

The surrender charge as of the date of reinstatement will equal the surrender charge as of the beginning of the grace period. We will reinstate any policy loan, with accrued loan interest to the end of the grace period, which existed when coverage ended.

Upon reinstatement, the net premium received minus past due amounts will be allocated to the portfolios of the Separate Account and the Guaranteed Interest Division according to the premium allocation percentages in effect at the start of the grace period or as directed by you in writing at the time of reinstatement.

DEFERRAL OF PAYMENT

Requests for transfers, withdrawals, policy loans or payment of proceeds for a full surrender will be mailed within 7 days of receipt of the request in a form acceptable to us. However, we may postpone the processing of any such Separate Account transactions for any of the following reasons:

1. The New York Stock Exchange (NYSE) is closed, other than customary weekend and holiday closings.
2. Trading on the NYSE is restricted by the Securities and Exchange Commission (SEC).
3. The SEC declares that an emergency exists as a result of which disposal of securities in the Separate Account is not reasonably practicable to determine your account value in the divisions.
4. A governmental body having jurisdiction over the Separate Account by order permits such suspension.

Rules and regulations of the SEC, if any, are applicable and will govern as to whether conditions described in (b), (c), or (d) exist.

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Death proceeds will be paid within 7 days of determination of the proceeds and are not subject to deferment. We may defer for up to 6 months payment of any surrender proceeds, withdrawal or loan amounts from the Guaranteed Interest Division.

GENERAL POLICY PROVISIONS

THE POLICY

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

CONTRACT CHANGES

All changes made by us must be signed by our president or an officer and by our secretary or assistant secretary. No other persons can change any of this policy's terms and conditions.

PROCEDURES

We must receive any election, designation, assignment or any other change request you make in writing, except those specified on the application. It must be in a form acceptable to us. We may require a return of the policy for any change or for a full surrender. We are not liable for any action we take before we receive and record the written request at our Customer Service Center.

In the event of the death of the insured, please let us or our agent know as soon as possible. Upon notification to us or our agent, instructions will be sent to you or the beneficiary immediately. We may require proof of age and a certified copy of the death certificate. We may require the beneficiary and next of kin sign authorizations as part of due proof. These authorization forms allow us to obtain information about the decedent, including, but not limited to, medical records of physicians and hospitals used by the decedent. Settlement will be made upon receipt of due proof of death.

OWNERSHIP

The original owner is the person or entity named as the owner in the application. You, as the owner, can exercise all rights and receive the benefits until the insured's death. This includes the right to change the owner, beneficiaries, and methods for the payment of proceeds. All rights of the owner are subject to the rights of any assignee and any irrevocable beneficiary.

You may name a new owner by sending written notice to us. The effective date of the change to the new owner will be the date you sign the notice. The change will not affect any payment made or action taken by us before recording the change at our Customer Service Center.

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BENEFICIARIES

The primary beneficiary surviving the insured's death will receive any death proceeds which become payable. Surviving contingent beneficiaries are paid death proceeds only if no primary beneficiary has survived the insured's death. If more than one beneficiary in a class survives the insured's death, they will share the death proceeds equally, unless your designation provides otherwise. If there is no designated beneficiary surviving, you or your estate will be paid the death proceeds. The beneficiary designation will be on file with us or at a location designated by us. Until the insured's death, you may name a new beneficiary. The effective date of the change will be the date the request was signed. We will pay proceeds to the most recent beneficiary designation on file. We will not be subject to multiple payments.

EXCHANGE RIGHT

If, for any reason within the first 2 policy years you want to exchange this policy for a policy in which values do not vary with the investment experience of the Separate Account, we will exchange this policy. The exchange will be implemented by transferring your account value in all the portfolios of the Separate Account to the Guaranteed Interest Division and by removing your future right to choose to allocate funds to the portfolios of the Separate Account. We will require a return of this policy before this change will be processed.

COLLATERAL ASSIGNMENT

You may assign this policy as collateral security by written notice to us. Once it is recorded with us, the rights of the owner and beneficiary are subject to the assignment. It is your responsibility to make sure the assignment is valid.

INCONTESTABILITY

After this policy has been in force while the insured is alive for 2 years from the policy date, we will not contest the statements in the application attached at issue.

After this policy has been in force while the insured is alive for 2 years from the effective date of any new segment or from the effective date of an increase in any other benefit, we will not contest the statements in the application for the new segment or other increase.

After this policy has been in force while the insured is alive for 2 years from the effective date of any reinstatement, we will not contest the statements in the application for such reinstatement.

MISSTATEMENT OF AGE OR GENDER

If the insured's age or gender has been misstated, the death benefit will be adjusted. The death benefit will be that which the cost of insurance, which was deducted from your account value on the last monthly processing date prior to the death of the insured, would have purchased for the insured's correct age and gender. If the death benefit adjustment is made prior to the insured's death, the adjusted benefit will be to an equitable amount determined by us. This adjustment will reflect the death benefit for the correct age or gender.

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SUICIDE EXCLUSION

If the insured commits suicide, while sane or insane, within 2 years of the policy date, we will make a limited payment to the beneficiary. We will pay in one sum the amount of all premiums paid to us during that time, minus any outstanding policy loan (including accrued but unpaid interest) and partial withdrawals. Coverage under the policy and all riders will then terminate.

If the insured commits suicide, while sane or insane, within 2 years of the effective date of a new segment or of an increase in any other benefit, we will make a limited payment to the beneficiary for the new segment or other increase. This payment will equal the cost of insurance and any applicable monthly expense charges deducted for such increase. Coverage under that segment will then terminate.

PERIODIC REPORTS

We will send you, without charge, at least once each year a report that shows the current account value, net cash surrender value and premiums paid since the last report. The report will also show the allocation of your account value as of the date of the report and the amounts added to or deducted from your account value of each division since the last report. The report will include any other information that may be currently required by the insurance supervisory official of the jurisdiction in which this policy is delivered.

ILLUSTRATION OF BENEFITS AND VALUES

We will send you, upon written request, a hypothetical illustration of future death benefits and account values. This illustration will include the information as required by the laws or regulations where this policy is delivered. If you request more than one illustration during a policy year, we reserve the right to charge a reasonable fee for each additional illustration. The maximum amount of this fee is shown in the Schedule.

NONPARTICIPATING

The policy does not participate in our surplus earnings.

CUSTOMER SERVICE CENTER

Our Customer Service Center is at the address shown in the Schedule. Unless you are otherwise notified:

1. All requests and payments should be sent to us at our Customer Service Center; and
2. All transactions are effective as of the valuation date the required information is received at our Customer Service Center.

PAYOUTS OTHER THAN AS ONE SUM

ELECTION

Before the insured's death, you may elect to have the beneficiary receive the proceeds other than in one sum. If you have not made an election, the beneficiary may do so within 60 days after we receive due proof satisfactory to us of the insured's death. You may also elect to take the net cash surrender value of the policy upon its surrender other than in one sum. Satisfactory written request must be received at

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our Customer Service Center before payment can be made. A payee that is not a natural person may not be named without our consent. The various methods of settlement are described in the following Payout Options section.

PAYOUT OPTIONS

OPTION I. Payouts for a Designated Period. Payouts will be made in annual, semi-annual, quarterly or monthly installments per year as elected for a designated period, which may be 5 to 30 years. The installment dollar amounts will be equal except for any excess interest as described below. The amount of the first monthly payout for each $1,000 of account value applied is shown in Settlement Option Table I.

OPTION II. Life Income With Payouts for a Designated Period. Payouts will be made in annual, semi-annual, quarterly or monthly installments per year throughout the payee's lifetime, or if longer, for a period of 5, 10, 15 or 20 years as elected. The installment dollar amounts will be equal except for any excess interest as described below. The amount of the first monthly payout for each $1,000 of account value applied is shown in Settlement Option Table II. This option is available only for ages shown in the table.

Payouts for Payout Option II will be determined by using the 1983 Individual Annuity Mortality Table for the appropriate Gender at 3 ½% interest.

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

OPTION IV. Payouts of a Designated Amount. Payouts will be made until proceeds, together with interest which will be at the rate declared by us or at any higher rate required by law, are exhausted. Payouts will be made in annual, semi-annual, quarterly or monthly equal installments per year, as elected.

OPTION V. Other. Settlement may be made in any other manner as agreed upon in writing between you (or the beneficiary) and us.

CHANGE AND WITHDRAWAL

You may change an election at any time before the insured's death. If you have given the beneficiary the right to make changes or withdrawals, or if the beneficiary has elected the option, the beneficiary (as primary payee) may take the actions below.

1. Changes may be made from Payout Options I, III, and IV to another option.
2. Full withdrawals may be made under Payout Option III or IV. Partial withdrawals of not less than $300 may be made under Payout Option III.
3. Remaining installments under Payout Option I may be commuted at 3½% interest and received in one sum.
4. Changes in any contingent payee designation may be made.

A written request must be sent to our Customer Service Center in writing to make a change or withdrawal. We also may require that you send in the supplementary policy. We may defer payment of commuted and withdrawable amounts for a period up to 6 months.

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EXCESS INTEREST

If we declare that Payout Options are to be credited with an interest rate above that guaranteed, it will apply to Payout Options I, II, III, and IV. The crediting of excess interest for one period does not guarantee the higher rate for other periods. Any declared interest rate will be in effect for at least 12 months.

MINIMUM AMOUNTS

The minimum amount which may be applied under any option is $2,000. If the payments to the payee are ever less than $20, we may change the frequency of payments so as to result in payments of at least that amount.

SUPPLEMENTARY POLICY

When a payout option becomes effective, the policy will be surrendered in exchange for a supplementary policy. It will provide for the manner of settlement and rights of the payees. The supplementary policy's effective date will be the date of the insured's death or the date of other settlement. The first payment under Options I, II, and IV will be payable as of the effective date. The first interest payment under Option III will be made as of the end of the interest payment period elected. Subsequent payments will be made in accordance with the frequency of payment elected. The supplementary policy may not be assigned or payments made to another without our consent.

INCOME PROTECTION

Unless otherwise provided in the election, a payee does not have the right to commute, transfer or encumber amounts held or installments to become payable. To the extent provided by law, the proceeds, amount retained, and installments are not subject to any payee's debts, policies, or engagements.

DEATH OF PRIMARY PAYEE

Upon the primary payee's death, any payments certain under Option I or II, interest payments under Option III, or payments under Option IV will be continued to the contingent payee; or, amounts may be released in one sum if permitted by the policy. The final payee will be the estate of the last to die of the primary payee and any contingent payee.

PAYMENTS OTHER THAN MONTHLY

The tables that follow show monthly installments for Options I and II. To arrive at annual, semiannual, or quarterly payments, multiply the appropriate figures by 11.813, 5.957 or 2.991 respectively. Factors for other periods certain or for other options that may be provided by mutual agreement will be provided upon reasonable request.

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SETTLEMENT OPTION TABLES

SETTLEMENT OPTION TABLE I

(Per $1,000 of Net Proceeds)

No. of Years Payable	Monthly Installments	No. of Years Payable	Monthly Installments
1	$84.65	16	6.76
2	43.05	17	6.47
3	29.19	18	6.20
4	22.27	19	5.97
5	18.12	20	5.75
6	15.35	21	5.56
7	13.38	22	5.39
8	11.90	23	5.24
9	10.75	24	5.09
10	9.83	25	4.96
11	9.09	26	4.84
12	8.46	27	4.73
13	7.94	28	4.63
14	7.49	29	4.53
15	7.10	30	4.45

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SETTLEMENT OPTION TABLE II
Female

( Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installments
Female	Life with 5 Years Certain	Life with 10 Years Certain	Life with 15 Years Certain	Life with 20 Years Certain	Female	Life with 5 Years Certain	Life with 10 Years Certain	Life with 15 Years Certain	Life with 20 Years Certain
15	3.19	3.19	3.19	3.19	41	3.76	3.76	3.75	3.73
16	3.20	3.20	3.20	3.20	42	3.80	3.80	3.78	3.77
17	3.22	3.22	3.21	3.21	43	3.84	3.84	3.82	3.81
18	3.23	3.23	3.23	3.23	44	3.88	3.88	3.86	3.84
19	3.24	3.24	3.24	3.24	45	3.93	3.92	3.91	3.88
20	3.26	3.26	3.26	3.25	46	3.98	3.97	3.95	3.92
21	3.27	3.27	3.27	3.27	47	4.03	4.02	4.00	3.97
22	3.29	3.29	3.29	3.28	48	4.08	4.07	4.05	4.01
23	3.31	3.30	3.30	3.30	49	4.13	4.12	4.10	4.06
24	3.32	3.32	3.32	3.32	50	4.19	4.18	4.15	4.11
25	3.34	3.34	3.34	3.33	51	4.25	4.24	4.21	4.16
26	3.36	3.36	3.35	3.35	52	4.32	4.30	4.26	4.21
27	3.38	3.38	3.37	3.37	53	4.38	4.36	4.33	4.27
28	3.40	3.40	3.39	3.39	54	4.46	4.43	4.39	4.32
29	3.42	3.42	3.41	3.41	55	4.53	4.51	4.46	4.38
30	3.44	3.44	3.43	3.43	56	4.61	4.58	4.53	4.44
31	3.46	3.46	3.46	3.45	57	4.70	4.66	4.60	4.51
32	3.49	3.48	3.48	3.48	58	4.79	4.75	4.68	4.57
33	3.51	3.51	3.51	3.50	59	4.88	4.84	4.76	4.64
34	3.54	3.54	3.53	3.52	60	4.99	4.93	4.84	4.70
35	3.57	3.56	3.56	3.55	61	5.09	5.03	4.93	4.77
36	3.60	3.59	3.59	3.58	62	5.21	5.14	5.02	4.84
37	3.63	3.62	3.62	3.61	63	5.33	5.25	5.12	4.91
38	3.66	3.65	3.65	3.64	64	5.46	5.37	5.21	4.98
39	3.69	3.69	3.68	3.67	65	5.60	5.50	5.31	5.05
40	3.73	3.72	3.71	3.70	66	5.75	5.63	5.42	5.12

Form 15291-00				27

SETTLEMENT OPTION TABLE II/Female

(Continued)

(Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Female	Life with 5 Years Certain	Life with 10 Years Certain	Life with 15 Years Certain	Life with 20 Years Certain	Female	Life with 5 Years Certain	Life with 10 Years Certain	Life with 15 Years Certain	Life with 20 Years Certain
67	5.91	5.77	5.53	5.19	92	14.45	9.61	7.09	5.75
68	6.08	5.91	5.63	5.25	93	14.81	9.66	7.10	5.75
69	6.26	6.07	5.74	5.32	94	15.16	9.70	7.10	5.75
70	6.46	6.23	5.86	5.37	95	15.49	9.73	7.10	5.75
71	6.67	6.40	5.97	5.43	96	15.80	9.76	7.10
72	6.89	6.58	6.08	5.48	97	16.11	9.79	7.10
73	7.13	6.76	6.18	5.52	98	16.40	9.80	7.10
74	7.39	6.95	6.29	5.57	99	16.68	9.82	7.10
75	7.67	7.14	6.39	5.60	100	16.95	9.82	7.10
76	7.96	7.34	6.48	5.63	101	17.20	9.83
77	8.28	7.54	6.57	5.66	102	17.43	9.83
78	8.61	7.74	6.65	5.68	103	17.62	9.83
79	8.97	7.94	6.72	5.70	104	17.78	9.83
80	9.34	8.13	6.79	5.71	105	17.91	9.83
81	9.73	8.32	6.84	5.72	106	18.00
82	10.14	8.50	6.89	5.73	107	18.06
83	10.57	8.67	6.94	5.74	108	18.09
84	11.01	8.83	6.97	5.74	109	18.11
85	11.46	8.97	7.00	5.75	110	18.11
86	11.91	9.10	7.02	5.75
87	12.36	9.22	7.04	5.75
88	12.81	9.32	7.06	5.75
89	13.25	9.41	7.07	5.75
90	13.67	9.48	7.08	5.75
91	14.07	9.55	7.09	5.75

Form 15291-00				28

SETTLEMENT OPTION TABLE II
Male

( Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Male	Life with 5 Years Certain	Life with 10 Years Certain	Life with 15 Years Certain	Life with 20 Years Certain	Male	Life with 5 Years Certain	Life with 10 Years Certain	Life with 15 Years Certain	Life with 20 Years Certain
15	3.28	3.28	3.27	3.27	41	4.01	4.00	3.97	3.94
16	3.29	3.29	3.29	3.28	42	4.06	4.04	4.01	3.98
17	3.31	3.31	3.30	3.30	43	4.11	4.09	4.06	4.02
18	3.32	3.32	3.32	3.32	44	4.16	4.14	4.11	4.06
19	3.34	3.34	3.34	3.33	45	4.22	4.20	4.16	4.11
20	3.36	3.36	3.35	3.35	46	4.28	4.25	4.21	4.16
21	3.38	3.38	3.37	3.37	47	4.34	4.31	4.27	4.21
22	3.40	3.40	3.39	3.39	48	4.41	4.38	4.33	4.26
23	3.42	3.42	3.41	3.41	49	4.48	4.44	4.39	4.31
24	3.44	3.44	3.43	3.43	50	4.55	4.51	4.45	4.36
25	3.46	3.46	3.45	3.45	51	4.62	4.58	4.52	4.42
26	3.49	3.48	3.48	3.47	52	4.70	4.66	4.58	4.48
27	3.51	3.51	3.50	3.49	53	4.79	4.74	4.65	4.54
28	3.54	3.53	3.53	3.52	54	4.88	4.82	4.73	4.60
29	3.56	3.56	3.55	3.54	55	4.97	4.91	4.80	4.66
30	3.59	3.59	3.58	3.57	56	5.07	5.00	4.88	4.72
31	3.62	3.62	3.61	3.60	57	5.17	5.10	4.97	4.78
32	3.65	3.65	3.64	3.62	58	5.29	5.20	5.05	4.85
33	3.68	3.68	3.67	3.65	59	5.41	5.31	5.14	4.91
34	3.72	3.71	3.70	3.68	60	5.53	5.42	5.23	4.97
35	3.75	3.75	3.73	3.72	61	5.67	5.54	5.33	5.04
36	3.79	3.78	3.77	3.75	62	5.81	5.67	5.42	5.10
37	3.83	3.82	3.81	3.78	63	5.97	5.80	5.52	5.16
38	3.87	3.86	3.85	3.82	64	6.13	5.94	5.62	5.22
39	3.92	3.90	3.89	3.86	65	6.31	6.08	5.72	5.28
40	3.96	3.95	3.93	3.90

Form 15291-00				29

SETTLEMENT OPTION TABLE II/Male

(Continued)

(Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Male	Life with 5 Years Certain	Life with 10 Years Certain	Life with 15 Years Certain	Life with 20 Years Certain	Male	Life with 5 Years Certain	Life with 10 Years Certain	Life with 15 Years Certain	Life with 20 Years Certain
66	6.49	6.23	5.82	5.33	91	14.64	9.64	7.09	5.75
67	6.69	6.38	5.92	5.38	92	15.00	9.68	7.10	5.75
68	6.90	6.54	6.02	5.43	93	15.34	9.72	7.10	5.75
69	7.12	6.71	6.12	5.48	94	15.68	9.75	7.10	5.75
70	7.35	6.87	6.21	5.52	95	16.00	9.78	7.10	5.75
71	7.60	7.05	6.30	5.55	96	16.30	9.80	7.10
72	7.86	7.22	6.39	5.59	97	16.59	9.81	7.10
73	8.13	7.40	6.47	5.62	98	16.86	9.82	7.10
74	8.42	7.57	6.55	5.64	99	17.11	9.83	7.10
75	8.72	7.75	6.62	5.66	100	17.33	9.83	7.10
76	9.04	7.92	6.69	5.68	101	17.53	9.83
77	9.37	8.09	6.75	5.70	102	17.69	9.83
78	9.72	8.26	6.81	5.71	103	17.82	9.83
79	10.08	8.42	6.86	5.72	104	17.92	9.83
80	10.44	8.57	6.90	5.73	105	18.00	9.83
81	10.82	8.71	6.94	5.74	106	18.05
82	11.21	8.85	6.97	5.74	107	18.08
83	11.59	8.97	7.00	5.75	108	18.10
84	11.99	9.09	7.02	5.75	109	18.11
85	12.38	9.20	7.04	5.75	110	18.11
86	12.76	9.29	7.05	5.75
87	13.15	9.38	7.07	5.75
88	13.53	9.46	7.08	5.75
89	13.91	9.53	7.08	5.75
90	14.28	9.59	7.09	5.75

Form 15291-00				30

This is a Non-Participating Policy

This Policy is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

Death benefits and other values provided by this contract, when based on the investment experience of a separate account, are variable. These values may increase or decrease based on investment experience and are not guaranteed as to a fixed dollar amount. Death benefits are payable by us upon the death of the insured. There is no maturity date. Flexible premiums are payable by you during the lifetime of the insured until the policy anniversary nearest the insured's 100^th birth date.

To obtain information or make a complaint, contact Southland Life Insurance Company

Customer Service Center
P. O. Box 173789
Denver, Colorado 80217-3789

Toll Free Number: 1(800)224-3035

SOUTHLAND LIFE INSURANCE COMPANY

A Stock Company

Form 15291-00

EX-1.A.5(G)

Exhibit 1.A.5(g)

ADJUSTABLE TERM INSURANCE RIDER

This rider is a part of the policy to which it is attached if this rider is shown in the Schedule. This rider must be read with all policy provisions. This rider does not participate in our surplus earnings. The insured under this rider is listed in the Schedule. This rider has no loan value. There is no surrender charge applicable to this rider. The rider effective date is the policy date or, if added later, the monthly processing date on or next following the date your application for this rider is approved by us. The owner of the policy is the owner of this rider.

THE DEATH BENEFIT. Subject to this rider's terms, we will pay the term death benefit in force on the date of the insured's death. This benefit is payable to the beneficiary.

The amount of term death benefit is the difference between the total death benefit and the base death benefit provided by the policy. Total death benefit depends on which death benefit option is in effect.

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

1. The target death benefit; or
2. The account value multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule.

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

1. The target death benefit plus the account value; or
2. The account value multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule.

In no event will the term death benefit be less than zero. It is also not increased or decreased by policy loan activity.

In your application for this rider you may request a pattern of increasing or decreasing target death benefits. The actual target death benefit is subject to our approval.

The target death benefit is shown in the Schedule attached to your policy. It may be a constant amount or it may change at the beginning of a policy year. The target death benefit may be reduced if there is a partial withdrawal.

If a partial withdrawal reduces the stated death benefit, the target death benefit for the current year and all future years will be reduced by an amount equal to the reduction in the stated death benefit. You will receive a new Schedule reflecting the new target death benefit. See your policy for details. The stated death benefit is defined in your policy.

Any requested decrease in the stated death benefit in the policy will eliminate any future scheduled increases in the target death benefit. We may choose not to eliminate these increases upon submission of evidence satisfactory to us that the insured is still insurable according to our normal rules of underwriting for the current premium class.

COST OF INSURANCE. The cost of insurance for this rider is determined on a monthly basis. The cost is added to the policy's monthly deduction from the account value as of each monthly processing date until this rider terminates. The cost of insurance rates will be determined by us from time to time. They will be based on the issue age, and premium class of the insured as well as the duration since the rider

15292-00

effective date. The cost of insurance for this rider is calculated as the monthly cost of insurance rate multiplied by the death benefit (in thousands) for this rider. The monthly guaranteed maximum cost of insurance rates per $1,000 for this rider are shown in the Schedule on the applicable table of guaranteed rates attached to your policy.

INCONTESTABILITY. After this rider has been in force while the insured is alive for two years from the rider effective date, we will not contest the statements in the application for this rider attached at the time the rider is issued.

After this rider has been in force while the insured is alive for two years from the effective date of any increase in the amount of insurance, we will not contest the statements in the application for the increase.

After this rider has been in force while the insured is alive for two years from the effective date of any reinstatement of this rider, we will not contest the statements in the application for such reinstatement of this rider.

SUICIDE EXCLUSION. If the policy terminates for suicide, this rider will then terminate without value.

If the insured commits suicide, while sane or insane, within two years of the rider effective date and the policy is not terminated due to this suicide, we will terminate this rider and make a limited payment to the beneficiary for the rider. We will pay in one sum the amount of the cost of insurance for this rider which was deducted from the policy.

If the insured commits suicide, while sane or insane, within two years of the effective date of an increase and the policy is not terminated due to this suicide, we will terminate the increase and pay the cost of insurance associated with the increase.

MISSTATEMENT OF AGE OR GENDER. If the insured's age or gender has been misstated, the death benefit will be adjusted. The death benefit will be that which the cost of insurance which was deducted from the policy value on the last monthly processing date prior to the death of the insured would have purchased for the insured's correct age or gender. If the death benefit adjustment is made prior to the death of the insured, the adjusted benefit will be to an equitable amount determined by us. The adjustment will reflect the death benefit for the correct age or gender.

CHANGE IN AMOUNT OF COVERAGE. On any policy anniversary after the first rider anniversary, the target death benefit under this rider may be changed. The target death benefit may be increased or decreased by sending a written request to our Customer Service Center. Any request for increased death benefits will automatically be an increase to the stated death benefit as well as to the target death benefit unless you specifically request an increase only to the target death benefit. You may increase or decrease the target death benefit only once each policy year. You may not increase insurance coverage provided by this rider after attained age 85. Any change in coverage may not be for an amount less than $1,000. Such change is subject to the following conditions:

Any requested decrease in target death benefit is subject to our approval. Our approval may be conditioned on eliminating any future increases to the target death benefit that are shown in the Schedule.

1. Any request for an increase must be applied for on a supplemental application. The increase is subject to evidence satisfactory to us that the insured is still insurable according to our normal rules of underwriting for the current premium class for this type of rider. If there is no change in premium class, the increase will be processed.

15292-00 				Page 2

2. For any increase or addition to coverage, the effective date will be the monthly processing date that falls on or next follows the date the supplemental application is approved by us. For any decrease in coverage, the effective date will be the monthly processing date that falls on or next follows receipt of the written request to reduce coverage.
3. Any decrease in the total death benefit will first reduce adjustable term insurance before stated death benefit is reduced.

For any change in coverage, a supplemental Schedule will be issued.

TERMINATION. This rider will terminate on the earliest of the following dates:

1. Expiration of the grace period of the policy.
2. Termination or surrender of the policy.
3. Receipt by us of a written request from you to cancel this rider on any monthly processing date.
4. Policy anniversary nearest the insured's 100^th birth date.
5. When this policy is kept in force under the Guaranteed Minimum Death Benefit provision.

Any deduction for the cost of insurance after termination of this rider will not be considered a reinstatement of this rider nor a waiver by us of the termination. Any such deduction will be credited to the account value of the policy as of the date of the deduction.

REINSTATEMENT. If you reinstate your policy under the Reinstatement provision in the policy, this rider will be reinstated.

Signed for the company at Denver, Colorado

SOUTHLAND LIFE INSURANCE COMPANY INSURANCE COMPANY

SECRETARY

15292-00 				Page 3

ADJUSTABLE TERM INSURANCE RIDER SCHEDULE
TABLE OF TARGET DEATH BENEFITS AND GUARANTEED MONTHLY MAXIMUM COST
OF TERM INSURANCE RATES PER $1,000 OF INSURANCE

POLICY YEAR	TARGET DEATH BENEFIT	GUARANTEED MONTHLY RATES	POLICY YEAR	TARGET DEATH BENEFIT	GUARANTEED MONTHLY RATES
0	150,000.00	0.43602	28	150,000.00	0.17753
1	150,000.00	0.11168	29	150,000.00	0.17837
2	150,000.00	0.10334	30	150,000.00	0.18003
3	150,000.00	0.10251	31	150,000.00	0.18587
4	150,000.00	0.09918	32	150,000.00	0.19087
5	150,000.00	0.09418	33	150,000.00	0.19921
6	150,000.00	0.09001	34	150,000.00	0.20838
7	150,000.00	0.08334	35	150,000.00	0.22005
8	150,000.00	0.07917	36	150,000.00	0.23339
9	150,000.00	0.07751	37	150,000.00	0.25006
10	150,000.00	0.07584	38	150,000.00	0.26924
11	150,000.00	0.08001	39	150,000.00	0.29092
12	150,000.00	0.08834	40	150,000.00	0.31510
13	150,000.00	0.10334	41	150,000.00	0.34262
14	150,000.00	0.12001	42	150,000.00	0.37097
15	150,000.00	0.13835	43	150,000.00	0.40350
16	150,000.00	0.15752	44	150,000.00	0.43686
17	150,000.00	0.17420	45	150,000.00	0.47439
18	150,000.00	0.18587	46	150,000.00	0.51276
19	150,000.00	0.19420	47	150,000.00	0.55447
20	150,000.00	0.19837	48	150,000.00	0.59869
21	150,000.00	0.19921	49	150,000.00	0.64709
22	150,000.00	0.19671	50	150,000.00	0.69966
23	150,000.00	0.19420	51	150,000.00	0.76141
24	150,000.00	0.19004	52	150,000.00	0.82985
25	150,000.00	0.18420	53	150,000.00	0.90832
26	150,000.00	0.18003	54	150,000.00	0.99683
27	150,000.00	0.17837	55	150,000.00	1.09202

ADJUSTABLE TERM INSURANCE RIDER SCHEDULE
TABLE OF TARGET DEATH BENEFITS AND GUARANTEED MONTHLY MAXIMUM COST
OF TERM INSURANCE RATES PER $1,000 OF INSURANCE

POLICY YEAR	TARGET DEATH BENEFIT	GUARANTEED MONTHLY RATES	POLICY YEAR	TARGET DEATH BENEFIT	GUARANTEED MONTHLY RATES
56	150,000.00	1.19559
57	150,000.00	1.30253
58	150,000.00	1.41784
59	150,000.00	1.54070
60	150,000.00	1.67781
61	150,000.00	1.83085
62	150,000.00	2.00317
63	150,000.00	2.19899
64	150,000.00	2.41666
65	150,000.00	2.65537

REFER TO YOUR RIDER FOR MORE INFORMATION.

EX-1.A.5(H)

Exhibit 1.A.5(h)

ACCELERATED BENEFIT RIDER

This rider provides for an accelerated payment of the Death Benefit. It is not intended or designed to provide health, nursing home, or long-term care insurance. Receipt of an accelerated benefit payment will reduce the Death Benefit of the Policy, the availability of any Surrender Value, and prohibit new loans.

Description of Benefit

Upon your written request for an accelerated benefit payment, we will pay you a portion of the Death Benefit of the Policy if the Insured suffers a Terminal Illness. Except as provided below, this rider is subject to all the terms of the Policy. This rider is attached to and made a part of the Policy on the Policy Date.

This rider applies only to the Insured covered under the base Policy. No accelerated benefit applies to any other Insured. All references to Policy amounts, and other Policy terms pertain to the base Policy Insured.

There is no charge for this benefit prior to the time you request payment of this benefit.

Definitions

"Physician" means a person who is duly qualified, legally licensed and practicing within the scope of the license who is:

1. a physician or surgeon practicing medicine and surgery; and authorized to and uses the designation M.D.; or
2. a practicing physician of osteopathy who is authorized to and uses the designation D.O.

However, "Physician" does not include the Insured, or the Insured's spouse, son or daughter, brother or sister, parent, grandchild or grandparent.

"Physician's Statement" is a written statement acceptable to us, signed by a Physician, which gives the Physician's diagnosis of the Insured's Terminal Illness.

"Terminal Illness" is a noncorrectable medical condition that, with reasonable medical certainty, will result in the death of the Insured in twelve (12) months or less from the date of the Physician's Statement and that was first diagnosed thirty (30) days or more after the Policy was in force.

Maximum Accelerated Benefit Payment

If your policy has an outstanding loan at the time you request the accelerated benefit payment, the accelerated benefit will first be used to repay that loan and unpaid loan interest. You may request an accelerated benefit payment up to the lesser of:

1. $500,000 or
2. the sum of the following:

1. 75% of the Policy face amount; plus
2. 75% of any term insurance benefit attached to the Policy for the base Insured; plus
3. 25% of the amount of any Policy loan plus unpaid loan interest.

The maximum accelerated benefit payment is calculated as of the date we will make payment.

The accelerated benefit will be paid as a lump sum to the Owner unless you request an alternate form of settlement. The settlement options available for this payment are the same as those provided in your Policy.

Minimum Payment Amount

The minimum accelerated benefit payment requested must be at least $10,000.

Conditions for Benefit

We will make the accelerated benefit payment if:

1. the Insured is diagnosed by a Physician as having a Terminal Illness; and
2. the Terminal Illness was first diagnosed thirty (30) days or more after this rider's effective date; and
3. This rider and the Policy to which it is attached are in force; and
4. we have received the consent of all irrevocable beneficiaries and/or absolute assignees, if any; and
5. we have received a written request for payment of the accelerated benefit during the life of the Insured diagnosed with a Terminal Illness on a form acceptable to us.

The payment of this accelerated benefit is available only if you request it voluntarily. The accelerated benefit is not available if you are forced to request it involuntarily: to meet claims of your or the Insured's creditors, by court order or otherwise; or to satisfy requirements for entitlement to government benefits.

Upon submission of an accelerated benefit claim, the Owner forfeits all rights to any future loans against the Policy's value until the accelerated benefit lien and all accrued interest is repaid in full.

If this rider is attached to a Joint and Last Survivor policy, you may not request payment of this benefit until there is only one surviving Insured.

A payment may be made under this accelerated benefit rider only once. If you elect an accelerated benefit payment less than the maximum, you cannot later request an additional payment. No additional accelerated benefit is payable upon diagnosis of a different or related terminal condition.

Policy Lien Amount

When you request payment of the accelerated benefit, we will treat the amount you request as a lien against your Policy. This lien will reduce the availability of any Surrender Value and of any partial withdrawals (surrenders) under the Policy. They will be available only to the extent that values under the Policy exceed the sum of the lien amount accumulated with interest.

The lien amount at any time will equal:

1. the amount of the accelerated benefit payment made to the Owner; plus
2. the administrative fee of $300.00; plus
3. the amount of any premium required to remove the Policy from the grace period; plus
4. all policy loans plus unpaid loan interest at the time of the accelerated benefit payment; plus
5. accrued lien interest; less
6. any lien repayments.

EFFECT OF ACCELERATED BENEFIT PAYMENT OF YOUR POLICY

The payment of an accelerated benefit will affect your policy as follows:

Death Benefit

Upon death of the Insured, the payment of the Death Benefit will be reduced by the amount of the lien including any accrued interest. Computation is further subject to the Policy provisions.

Cash Value

The amount available to you for withdrawal or surrender is reduced by the amount of the lien including any accrued interest.

Loans

Loans are not available while there is a lien against the Policy.

Miscellaneous Policy Rights

In exercise of other Policy rights, the lien amount will be treated in the same way as Debt or Policy loans.

Waiver of Premiums or Cost of Insurance or Monthly Deductions

If all of the following occur:

1. a Waiver of Premium Rider or a Waiver of Cost of Insurance Rider or a Waiver of Monthly Deductions on the Insured is attached to this Policy;
2. that rider is in force at the time of the claim for this rider's benefits; and
3. proof of Terminal Illness is submitted and approved;

then for purposes of any Waiver of Premium Rider or for purposes of any Waiver of Cost of Insurance Rider or for the purposes of any Waiver of Monthly Deductions rider that is in force, the Insured will be deemed to be totally disabled for as long as the most recently provided proof of Terminal Illness continues to apply, subject to a limit of one year.

Repayment of Lien

You may repay all or any portion of the lien and accrued interest at any time.

Interest

The policy lien amount will accrue interest daily. Accrued interest will be added to the policy lien amount at an interest rate determined by us. The maximum interest rate will be the greater of:

1. the yield on a 90-day U.S. Treasury Bill on the date of payment;
2. the Policy loan interest rate specified in the policy.

Interest on the portion of the lien which is equal to the cash value at the time of the accelerated benefit payment will accrue at a rate no greater than the policy loan interest rate specified in the Policy.

Written Proof

We must be furnished a Physician's Statement including documentation supporting clinical, radiological, historical or laboratory evidence of the Insured's Terminal Illness. We may require at our expense an additional medical exam by a Physician we choose, to provide a confirming second opinion.

Termination of this Rider

This rider will automatically terminate:

1. upon termination of the Policy to which it is attached; or
2. if the Policy to which it is attached is placed on Extended Term Insurance or Paid-Up Insurance status.

Signed for Southland Life Insurance Company by

B. Scott Burton
Secretary

EX-1.A.(10)(A)(I)

Exhibit 1.A.(10)(a)(i)

Southland Life Insurance Company
1290 Broadway
P.O. Box 173789 · Denver, CO 80217-3789
1.800.224.3035

Investment Feature Selection Form

Survivor Dimensions
Market Dimensions

Section A - Initial Premium Allocation

Initial Premium Allocation. Please allocate your Initial Premium to the Guaranteed Interest Division and/or among the investment options of the Separate Account. Please use whole number percentages for each division/option elected. You must allocate at least 1% of your Premium Allocation to each Division/option in which you elect to invest. The total must equal 100%.

____% Guaranteed Interest Division

Separate Account Investment Options

Alger American		Fidelity Variable Insurance Products Fund II (VIP II)		INVESCO Variable Investment Fund (VIF)
____ %	Growth Portfolio	____ %	VIP II Asset Manager Portfolio	____ %	VIF Equity Income Fund
____ %	Leveraged AllCap Portfolio	____ %	VIP II Contrafund Portfolio	____ %	VIF Utilities Fund
____ %	MidCap Growth Portfolio	____ %	VIP II Index 500 Portfolio
____ %	Small Capitalization Portfolio	____ %	VIP II Investment Grade Bond Portfolio	Janus Aspen Series
				____ %	Aggressive Growth Portfolio
Fidelity Variable Insurance Products Fund (VIP)			GCG Trust	____ %	Balanced Portfolio
____ %	VIP Equity-Income Portfolio	____ %	Liquid Assets Portfolio	____ %	Growth Portfolio
____ %	VIP Growth Portfolio	____ %	Mid-Cap Growth Portfolio	____ %	International Growth Portfolio
____ %	VIP High Income Portfolio	____ %	Research Portfolio	____ %	Worldwide Growth Portfolio
____ %	VIP Overseas Portfolio	____ %	Total Return Portfolio

Section B - Telephone Privilege Authorization

[ ]  Telephone Privilege Authorization: I/We authorize Security Life of Denver Insurance Company to accept telephone instructions from the Owners/ Registered Representative of the policy listed above:

     [ ]  Owners Only

     [ ]  Owner and Registered Representative

[ ]  Revocation of Telephone Privilege Authorization: I/We revoke all telephone privilege authorization in place on the policy listed above for the following persons:

     [ ]  Owners and Registered Representative

     [ ]  Registered Representative Only

By signing this form, I/we agree to hold harmless and indemnify ING Security Life for any losses arising from such authorization/revocation instructions. We further authorize ING Security Life to record telephone conversations with any person utilizing telephone privileges on the policy listed in Section 2. I/We understand that ING Security Life reserves the right to discontinue the telephone privilege at any time.

Funds Effective Date:_____________________

21-420

Section C - Automatic Rebalancing Option

[ ]  Initiate Automatic Rebalancing (complete below)

[ ]  Change Automatic Rebalancing (complete below)

Automatic Rebalancing Allocation

Alger American		Fidelity Variable Insurance Products Fund II (VIP II)		INVESCO Variable Investment Fund (VIF)
____ %	Growth Portfolio	____ %	VIP II Asset Manager Portfolio	____ %	VIF Equity Income Fund
____ %	Leveraged AllCap Portfolio	____ %	VIP II Contrafund Portfolio	____ %	VIF Utilities Fund
____ %	MidCap Growth Portfolio	____ %	VIP II Index 500 Portfolio
____ %	Small Capitalization Portfolio	____ %	VIP II Investment Grade Bond Portfolio	Janus Aspen Series
				____ %	Aggressive Growth Portfolio
Fidelity Variable Insurance Products Fund (VIP)			GCG Trust	____ %	Balanced Portfolio
____ %	VIP Equity-Income Portfolio	____ %	Liquid Assets Portfolio	____ %	Growth Portfolio
____ %	VIP Growth Portfolio	____ %	Mid-Cap Growth Portfolio	____ %	International Growth Portfolio
____ %	VIP High Income Portfolio	____ %	Research Portfolio	____ %	Worldwide Growth Portfolio
____ %	VIP Overseas Portfolio	____ %	Total Return Portfolio

____% Guaranteed Interest Division

Frequency and Date of Automatic Rebalancing: (If no options are marked, frequency will be quarterly and/or date will be last valuation date of calendar period.)

Frequency:

[ ]  Monthly            [ ]  Quarterly            [ ]   Semi-annually             [ ]  Annually

Date:

[ ]  Policy Processing Date - Date on which processing will occur based on frequency selected beginning _________________________ (Month/Date)

[ ]  Last Valuation Date of Calendar Period

[ ]  Specific Date each Period beginning_____________________ (Specify Date)

Section D - Dollar Cost Averaging Option

[ ]  Initiate Dollar Cost Averaging (complete below)          [ ]  Change Dollar Cost Averaging (complete below)

Please transfer $___________ or _____% from:

(check one only)  [ ]  Fidelity Investment Money Market Division          [ ]  Neuberger Berman Limited Maturity Bond Investment Option

into: the Separate Account Investment Option(s) selected below.

Dollar Cost Averaging Allocation

Alger American		GCG Trust
$____or____%	Growth Portfolio	$____or____%	Liquid Assets Portfolio
$____or____%	Leveraged AllCap Portfolio	$____or____%	Mid-Cap Growth Portfolio
$____or____%	MidCap Growth Portfolio	$____or____%	Research Portfolio
$____or____%	Small Capitalization Portfolio	$____or____%	Total Return Portfolio
Fidelity Variable Insurance Products Fund (VIP)		INVESCO Variable Investment Fund (VIF)
$____or____%	VIP Equity-Income Portfolio	$____or____%	VIF Equity Income Fund
$____or____%	VIP Growth Portfolio	$____or____%	VIF Utilities Fund
$____or____%	VIP High Income Portfolio
$____or____%	VIP Overseas Portfolio	Janus Aspen Series
		$____or____%	Aggressive Growth Portfolio
Fidelity Variable Insurance Products Fund II (VIP II)		$____or____%	Balanced Portfolio
$____or____%	VIP II Asset Manager Portfolio	$____or____%	Growth Portfolio
$____or____%	VIP II Contrafund Portfolio	$____or____%	International Growth Portfolio
$____or____%	VIP II Index 500 Portfolio	$____or____%	Worldwide Growth Portfolio
$____or____%	VIP II Investment Grade Bond Portfolio

Frequency and Date of Dollar Cost Averaging: (If no options are marked, frequency will be monthly and/or date will be policy processing date.)

Frequency:

[ ]  Monthly        [ ]  Quarterly        [ ]  Semi-annually        [ ]  Annually

Date:

[ ]  Policy Processing Date - Date on which processing will occur based on frequency selected beginning_________________________________ (Month/Date)

[ ]  Specific Date each Period beginning__________________________ (Specify Date)

Terminate:

[ ]  Terminate Dollar Cost Averaging on (date) _____________________

[ ]  Terminate Dollar Cost Averaging when investment option from which money is being transferred reaches $_________________

Section E - Premium Allocation Change Request

Alger American		Fidelity Variable Insurance Products Fund II (VIP II)		INVESCO Variable Investment Fund (VIF)
____ %	Growth Portfolio	____ %	VIP II Asset Manager Portfolio	____ %	VIF Equity Income Fund
____ %	Leveraged AllCap Portfolio	____ %	VIP II Contrafund Portfolio	____ %	VIF Utilities Fund
____ %	MidCap Growth Portfolio	____ %	VIP II Index 500 Portfolio
____ %	Small Capitalization Portfolio	____ %	VIP II Investment Grade Bond Portfolio	Janus Aspen Series
				____ %	Aggressive Growth Portfolio
Fidelity Variable Insurance Products Fund (VIP)			GCG Trust	____ %	Balanced Portfolio
____ %	VIP Equity-Income Portfolio	____ %	Liquid Assets Portfolio	____ %	Growth Portfolio
____ %	VIP Growth Portfolio	____ %	Mid-Cap Growth Portfolio	____ %	International Growth Portfolio
____ %	VIP High Income Portfolio	____ %	Research Portfolio	____ %	Worldwide Growth Portfolio
____ %	VIP Overseas Portfolio	____ %	Total Return Portfolio

_____% Guaranteed Interest Division

Section F - Signatures

I/We acknowledge that we have read and understand:

1. the terms and conditions listed in the instructions to this form, the Prospectus and the Policy for each of the options or changes requested.
2. I/we can cancel or change any elections requested in Sections 5 and 7 above by sending written notice to the Customer Service Center at least 7 days before the next transfer date.
3. that dollar cost averaging and automatic rebalancing will begin on the date specified only if ING Security Life has received this signed form at least 7 days before the date specified.

Signature of Owner(s):

____________________________________________________________   Date________________

____________________________________________________________   Date________________

____________________________________________________________   Date________________

Daytime Phone Number:_________________________

EX-2

Exhibit 2

[ING Americas letterhead]

November 14, 2000

Southland Life Insurance Company
1290 Broadway
Denver, Colorado 80203-5699

Dear Sirs:

This opinion is furnished in connection with the Form S-6 Registration Statement being filed by Southland Life Insurance Company ("Southland") under the Securities Act of 1933, as amended (the "Act"), for the offering of interests ("Interests") in Southland Separate Account L1 ("Separate Account L1") under the Flexible Premium Variable Life Insurance Policies ("Policies") to be issued by Southland. The securities being registered under the Act are to be offered in the manner described in the Registration Statement.

I have examined or supervised the examination of all such corporate records of Southland and such other documents and such laws as I consider appropriate as a basis for the opinion hereinafter expressed. On the basis of such examination, it is my opinion that:

1. Southland is a corporation duly organized and validly existing under the laws of the State of Texas.
2. Separate Account L1 was duly created as a separate investment account of Southland pursuant to the laws of the State of Texas.
3. The assets of Separate Account L1 will be owned by Southland. Under Colorado law and the provisions of the Policies, the income, gains and losses, whether or not realized, from assets allocated to Separate Account L1 must be credited to or charged against such Account, without regard to the other income, gains or losses of Southland.
4. The Policies provide that the assets of Separate Account L1 may not be charged with liabilities arising out of any other business Southland may conduct, except to the extent that assets of Separate Account L1 exceed its liabilities arising under the Policies.

November 14, 2000
Page 2

5. The Policies and the Interests in Separate Account L1 to be issued under the Policies have been duly authorized by Southland; and the Policies, including the Interests therein, when issued and delivered, will constitute validly issued and binding obligations of Southland in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Legal Matters" in the Prospectus contained in the Registration Statement.

Very truly yours,

/s/ Gary W. Waggoner

Gary W. Waggoner

Chief Counsel