<PAGE>   1
                                                                   EXHIBIT 10.23

                                   AMENDMENT


WHEREAS, Trustees of the Digital Transmission Systems, Inc. 401(k) Savings Plan 
(hereinafter referred to as the "Contractholder") entered into a Group Annuity 
Contract Number GA-32257 (hereinafter referred to as the "Contract") with 
Connecticut General Life Insurance Company (hereinafter referred to as the 
"Insurance Company"), effective January 1, 1988; and

WHEREAS, the Insurance Company reserved the right to amend said Contract; and

WHEREAS, the Insurance Company desires to restate the Contract to provide for 
its administration through a new defined contribution recordkeeping and 
accounting system, and a product called CIGNA Select;

NOW THEREFORE, the Contract is hereby amended and restated in its entirety, 
effective January 1, 1998 as follows:

1.   The terms of the Contract as heretofore set forth shall no longer apply
     with respect to Participants who have not terminated employment as of the
     effective date of this amendment (including terminations on account of
     retirement, death or disability) and the terms of the Contract with respect
     to such Participants shall henceforth be set forth in Group Annuity
     Contract GA-32257 as amended, a copy of which is attached to and forms a
     part of this amendment.

2.   The Contract, as amended and restated, shall represent a continuation of
     the prior Contract as heretofore set forth and not a termination thereof.

3.   The Insurance Company shall make any further amendments to the Contract
     deemed necessary or advisable by legal counsel to receive approval from
     appropriate regulatory agencies.

Executed at the Home Office on March 25, 1998.


                                 CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                                              /s/ Byron Oliver
                                 ------------------------------------------
                                            Senior Vice President
<PAGE>   2
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                                a CIGNA company


                               (a stock company)


GROUP ANNUITY CONTRACT NUMBER GA-32257 issued to:

     TRUSTEES OF THE DIGITAL TRANSMISSION SYSTEMS, INC. 401(K) SAVINGS PLAN

EFFECTIVE DATE: January 1, 1998          DATE OF ISSUE: January 1, 1998

The Insurance Company agrees to pay the benefits provided in accordance with 
the terms of this Contract. This Contract is issued in consideration of the 
Application and the payment of the Contributions provided for herein.

This Contract is issued and accepted subject to all the terms set forth on this 
page and on the following pages, which are hereby made a part of this Contract.

IN WITNESS WHEREOF Connecticut General Life Insurance Company has caused this 
Contract to be executed at its Home Office on the Date of Issue to take effect 
on the Effective Date.



                                /s/ Byron Oliver
                             ---------------------
                             Senior Vice President



                             GROUP ANNUITY CONTRACT
                                 FIXED ANNUITY
                       GUARANTEED COST - SEPARATE ACCOUNT

<PAGE>   3
                             GROUP ANNUITY CONTRACT
                                        
                               TABLE OF CONTENTS
                                        
<TABLE>
<CAPTION>
SECTION                                                      STARTING ON PAGE
<S>                                                          <C>
   1.................DEFINITIONS....................................2

   2.................INCOMING AMOUNTS...............................3

   3.................OPERATIONAL AGREEMENTS.........................5

   4.................DISTRIBUTIONS..................................7

   5.................DISCONTINUANCE.................................9

   6.................MISCELLANEOUS.................................11
</TABLE>

                           Contract Expense Schedule
 
                        Annuity Purchase Rate Table A

                         Annuity Purchase Rate Table B

                          Guaranteed Long Term Account

                CIGNA Charter Large Company Stock Index Account

                              Separate Account 55A

                              Separate Account 55F

                              Separate Account 55G

                              Separate Account 55K

                              Separate Account 55S

                              Separate Account 55X

                             Separate Account 55CX

                             Separate Account 55EV

                             Separate Account 55FU

                             Separate Account 55GT

                             Separate Account 55HS

                             Separate Account 55JR

                             Separate Account 55KQ

                             Separate Account 55MN

                             Separate Account 55QJ

                           CIGNA Lifetime 20 Account

                           CIGNA Lifetime 30 Account

                           CIGNA Lifetime 40 Account

                           CIGNA Lifetime 50 Account

                           CIGNA Lifetime 60 Account

                                  Application
                                      
                                        
                                       1
<PAGE>   4

                                   SECTION 1
                                  DEFINITIONS


1.1  The CONTRACT is the group annuity Contract GA-32257 issued by Connecticut 
     General Life Insurance Company.


1.2  The CONTRACTHOLDER is Trustees of the Digital Transmission Systems, Inc. 
     401(k) Savings Plan.


     The term CONTRACTHOLDER will also include any person designated by the 
     Contractholder or the Employer to carry out administrative functions.


1.3  The EMPLOYER is the corporation or firm named as employer in the Plan.


1.4  The INSURANCE COMPANY is the Connecticut General Life Insurance Company, a 
     legal reserve life insurance company incorporated in Connecticut.


1.5  The I.R.C. is the Internal Revenue Code of 1986, as amended from time to 
     time.


1.6  A PARTICIPANT is an individual having an account under the Plan.


1.7  The PLAN is Digital Transmission Systems, Inc. 401(k) Savings Plan adopted 
     by the Employer effective January 1, 1988, as constituted on January 1, 
     1998, as said Plan may be amended from time to time.


1.8  A RIDER is that section of the Contract describing the funding vehicle(s) 
     selected by the Contractholder. In applying for the Contract, the 
     Contractholder will select the Rider(s) which becomes a part of this 
     Contract.



                                       2
<PAGE>   5
                                   SECTION 2
                                INCOMING AMOUNTS



2.1  The Contractholder and the Insurance Company agree to the following:


     (A)     CONTRIBUTIONS.  Contributions for investment under this Contract
             will be transferred by the Contractholder and accepted by the
             Insurance Company. The amount of Contributions for any contribution
             period is equal to the amount to be contributed under the terms of
             the Plan, after the effective date of this Contract, that are
             designated for investment under this Contract. The amount of
             Contributions may be reduced by subtracting, for such period, the
             amount of prospective Plan distributions to Participants.
             Contributions for investment under this Contract may not be less
             than two hundred fifty thousand dollars ($250,000) in any one plan
             year unless the Insurance Company agrees. Notwithstanding the
             above, in the event that the Contractholder elects to have the
             Insurance Company provide recordkeeping services, contributions
             under this Contract may not be less than thirty five thousand
             dollars ($35,000) in any one plan year unless the Insurance Company
             agrees. Contributions to the Guaranteed Long Term Account may not
             exceed the Insurance Company's current underwriting guidelines for
             such contributions for this product in any one plan year unless the
             Insurance Company gives its prior written consent.


     (B)     TRANSFERRED ASSETS.  Amounts contributed under the terms of the
             Plan prior to the Effective Date of this Contract, that are
             designated for investment under this Contract, will be transferred
             by the Contractholder and accepted by the Insurance Company. Such
             amounts of Transferred Assets combined with Contributions for the
             first plan year may not exceed the Insurance Company's current
             underwriting guidelines for such contributions for this product
             unless the Insurance Company gives its prior written consent.

     (C)     PAYMENT.  Such amounts will become due and payable at the Insurance
             Company's home office address via the designated Insurance Company
             lockbox or the Pension Automated Transfer System or to any
             designated agent of the Insurance Company within thirty-one (31)
             days of the date specified in the Plan. A grace period of
             thirty-one (31) days, or the time required by law for the
             contribution to be made, if less, will be allowed for such payment
             without affecting the status of this contract. The Contractholder
             is responsible for ensuring that the contributions due under the
             terms of the Plan are made within the time required by law.

     (D)     TRANSFERS.  Subject to the terms of the Plan, transfers from a
             terminated plan or from a plan which qualifies under I.R.C. section
             401(a) that is terminating or is being merged or consolidated into
             the Plan, in accordance with I.R.C. section 401(a)(12), and which
             are to be allocated to one of the funding vehicles represented by
             the Rider(s), will be accepted by the Insurance Company.

             Subject to the terms of the Plan, transfers from a plan which
             qualifies under I.R.C. section 401(a) to the Plan, and which are to
             be allocated to one of the funding vehicles represented by the
             Rider(s), will be accepted by the Insurance Company.


                                       3
<PAGE>   6
(E)     ROLLOVERS.  Subject to the terms of the Plan, amounts contributed to the
        Plan by Participants pursuant to I.R.C. sections 402(c), 403(a)(4) or
        408(d)(3)(A)(ii), and which are to be allocated to one of the funding
        vehicles represented by the Rider(s), will be accepted by the Insurance
        Company.

(F)     With respect to any Incoming Amounts which may be payable to the
        Insurance Company pursuant to this Section 2, the Insurance Company
        expressly reserves the right not to accept such amounts if such
        acceptance would cause the Insurance Company to take action contrary to
        its normal rules and practices. The Insurance Company shall notify the
        Contractholder if it will not accept Incoming Amounts hereunder, but any
        such action by the Insurance Company shall not affect any other existing
        obligations of the Insurance Company or the Contractholder under this
        Contract as it is then in effect.


                                       4
<PAGE>   7

                                   SECTION 3
                             OPERATIONAL AGREEMENTS


3.1  The Contractholder agrees to the following:


     (A)     QUALIFICATION.  The Contractholder will apply within one year of 
             the Effective Date of the Plan for a determination letter from the 
             Internal Revenue Service that the Plan meets the requirements of 
             I.R.C. section 401(a). The Contractholder will apply for a new 
             determination letter from the Internal Revenue Service with 
             respect to Plan amendments within one year of the effective date 
             of any amendment. A copy of the determination letter will be 
             filed with the Insurance Company within thirty (30) days of 
             receipt by the Contractholder.

     (B)     AMENDMENT.  No Plan amendment will be made which would require the 
             Insurance Company to take action contrary to its normal rules and 
             practices. A certified copy of any change in or amendment to the 
             Plan will be filed with the Insurance Company within thirty (30) 
             days of its adoption by the Employer.

     (C)     DISQUALIFICATION.  Notification will be sent to the Insurance 
             Company within thirty (30) days of the date the Employer receives 
             initial written notification from the Internal Revenue Service 
             that the Plan no longer meets the requirements of I.R.C. section 
             401(a). When such determination becomes final, the terms of 
             Section 5 shall apply.

     (D)     COMPETING FIXED INCOME FUNDS.  The Contractholder agrees not to 
             (i) offer an investment option, or (ii) prior to Contract 
             discontinuance, include this Contract as part of a plan investment 
             option which the Insurance Company considers a Competing Fixed 
             Income Fund, without the Insurance Company's express written 
             consent. As determined by the Insurance Company, a Competing Fixed 
             Income Fund is an investment option under the plan that invests in 
             funding instruments that protect the investor against the risk of 
             loss of principal, or in which changes in prevailing interest 
             rates can significantly affect the possible loss of principal 
             amounts invested in such option. A Competing Fixed Income Fund 
             includes, but is not limited to, a money market fund, a bond fund, 
             a balanced fund, or a fund invested in U.S. Treasury Securities or 
             other government obligations.

     (E)     TRANSFERS.  When amounts are designated by Participants for 
             transfer between or among funding vehicles under this Contract, 
             such transfers represent the choice of Participants, free from 
             corporate or trustee announced or published suggestion or 
             persuasion.

     (F)     INFORMATION.  All information necessary to process Incoming 
             Amounts, Transfers between the funding vehicles, and Distributions 
             will be submitted by the Contractholder to the Insurance Company 
             no more frequently than monthly or every fourth week. Any 
             information required by the Insurance Company in order to perform 
             any agreement or obligation under this Contract will be properly 
             authorized by the Contractholder and promptly forwarded in writing 
             to the Insurance Company. In addition, any information required by 
             the Insurance Company to ensure compliance with the provisions of 
             Sections 3.1(D) and (E) will be promptly forwarded in writing by 
             the Contractholder to the Insurance Company upon the request of 
             the Insurance Company.


                                       5
<PAGE>   8
     (G)    EXPENSES. Expenses and charges described in the Administrative 
            Expense Schedule attached hereto will be paid either by remitting to
            the Insurance Company within thirty (30) days of the mailing date of
            notice of such charges or by such other method as is otherwise
            described. In the event such expenses and charges are not remitted
            within thirty (30) days, the Insurance Company reserves the right to
            deduct the amounts due from the Contractholder's Account upon
            written authorization from the Contractholder.

     (H)    The Contractholder will operate its Plan to comply with all 
            applicable laws and regulations.

3.2  The Insurance Company agrees to the following:

     (A)    CONTRACTHOLDER'S ACCOUNT. An account will be established and 
            maintained for the Contractholder. Contributions and Transferred
            Assets will be invested in accordance with the instructions filed
            with the Insurance Company by the Contractholder and in accordance
            with the terms of the Rider(s) selected by the Contractholder.

     (B)    TRANSFERS. Subject to the transfer limitations set forth in the 
            Rider(s), amounts may be transferred from one Plan funding vehicle
            to another in accordance with the terms of the Plan.

     (C)    ALLOCATION DATE. Incoming Amounts will be allocated as of the 
            valuation date coinciding with or next following the date the
            Insurance Company receives such Incoming Amounts. Transfers between
            funding vehicles will be allocated as of the valuation date
            coinciding with or next following the later of the date the
            Insurance Company receives written instructions from the
            Contractholder regarding the Transfer or the effective date of such
            Transfer. The determination of the valuation date will be governed
            by the applicable Rider(s).

     (D)    REPORTS. Reports of the Contractholder's Account activity will be 
            sent to the Contractholder quarterly, unless the Insurance Company
            agrees to report on a more frequent basis. 





                                       6
<PAGE>   9
                                   SECTION 4
                                 DISTRIBUTIONS

4.1  GENERAL DISTRIBUTIONS. The Insurance Company agrees to make distributions 
     from the Contractholder's Account, subject to the terms of the Plan, and 
     to the transfer limitation(s) set forth in the Rider(s), in the following 
     manner:

     (A)     TRUSTEE.  The Plan's trustee will be entitled to receive all cash 
             payments for further distribution.

     (B)     AMOUNT.  A distribution from the Contractholder's Account will be 
             in an amount up to and including the value of such account on the 
             valuation date. The determination of the valuation date will be 
             governed by the applicable Rider(s).

     (C)     FORM.  Distributions will be in one or both of the following forms:

             (1)  Any type of annuity which the Insurance Company agrees in 
                  writing to issue,

             (2)  A single sum cash payment, or

             (3)  A series of cash payments made over a period of time subject 
                  to the election of the Participant.

             Any distribution of $3,500 or less on behalf of a Participant will 
             be made in the form of a single sum cash payment.

     (D)     AMOUNT USED TO PURCHASE ANNUITY.  The amount the Insurance Company 
             will apply to the purchase of an annuity will be reduced by any  
             amount necessary to pay applicable taxes and/or annuity purchase 
             fees.

             The annuity will be purchased at the rates then in effect for all 
             contracts in this class of business.

4.2  DISTRIBUTIONS AT DEATH.  In the event a Participant dies prior to 
     distribution of his interest in the Plan, the Contractholder will 
     determine the appropriate beneficiary(ies), the amount of the death 
     benefit and the form in which it will be paid in accordance with the Plan 
     and applicable law, and will direct the Insurance Company to make proper  
     payment.

     In the event a Participant dies after an annuity has been purchased on his
     behalf, the death benefit, if any, will be made in accordance with the
     terms of the annuity certificate.

4.3  LIMITATION.  The Contractor agrees that distributions under this Section 4 
     will be subject to the limitation contained in this Section 4.3 as well as 
     those contained in the Rider(s) attached to this Contract.


                                       7
<PAGE>   10
     A distribution for the benefit of a Participant from the Guaranteed Long 
     Term Account will not exceed a fraction of such Participant's total 
     shares of Plan assets. The fraction will be determined by dividing such
     Participant's share of the Plan assets in the Guaranteed Long Term
     Account as of the valuation date by such Participant's share of all Plan
     assets as of such date. The determination of the valuation date will be 
     governed by the applicable Rider(s).

     The determinations necessary for the limitation in this Section 4.3 will be
     made according to records maintained by the Contractholder.

4.4  GUARANTEES. The rates used for the purchase of a ten year certain and life 
     annuity will in no event be less than those in the applicable Annuity 
     Purchase Rate Table. Rates applied to purchase other forms of annuity will 
     in no event be less than the actuarial equivalent as determined by the
     Insurance Company of the rates in the applicable Annuity Purchase Rate 
     Table.

4.5  DEFERRED PAYMENTS. The Contractholder and the Insurance Company agree that
     the payment of any distribution pursuant to this Section may be deferred 
     for a period not exceeding six (6) months from the date otherwise payable,
     subject to the appropriate Rider(s). No payment will be delayed beyond the
     time permitted by applicable laws and regulations.

4.6  With the exception of Section 4.5, the distribution provisions described in
     this Section 4 do not apply to disbursements made on account of Contract
     Discontinuance as described in Section 5.























                                       8
<PAGE>   11
                                   SECTION 5
                                 DISCONTINUANCE



5.1  DISCONTINUANCE. This Contract will be discontinued if:

     (A)    The Contractholder notifies the Insurance Company in writing that
            the Contract will be discontinued; or

     (B)    The Insurance Company notifies the Contractholder in writing that
            the Contractholder has breached a provision of Sections 2,3,4, or 6
            and that the Contract will be discontinued; or

     (C)    The Insurance Company determines that the class of business to 
            which this Contract belongs is no longer commercially feasible and
            notifies the Contractholder in writing that the Contract will be
            discontinued. This provision will not be exercised by the Insurance
            Company in order to generate additional sources of income than 
            otherwise provided under the Contract.

5.2  DISCONTINUANCE DATE. The Discontinuance Date is the first day of the month 
     coinciding with or next following the date the Insurance Company receives 
     the notice specified in Section 5.1(A) or sends the  notice specified in 
     Section 5.1(B). Upon discontinuance of the Contract:

     (A)     The Insurance Company will no longer accept contributions as of the
             Discontinuance Date; and

     (B)     The Insurance Company will timely notify the Contractholder of 
             expenses and charges due.

5.3  DISCONTINUANCE DISBURSEMENT DATE: Unless otherwise agreed, discontinuance
     disbursements will be made as of the valuation date coinciding with or next
     following the later of:

     (A)     Ninety (90) days after the date the Insurance Company receives all
             information necessary to make the disbursement; or

     (B)     Ninety (90) days after the date the Insurance Company recovers all
             expenses due under this Contract.

     The determination of the valuation date will be governed by the applicable
     Rider(s).










                                       9
<PAGE>   12
5.4  DISBURSEMENTS.  Disbursements made at discontinuance are subject to the 
     Discontinuance Transfer Limitation provisions contained in the Rider(s) 
     and the recovery of expenses and charges which are incurred up to the date 
     all assets under this Contract are disbursed in accordance with this 
     Section 5. The Insurance Company agrees to disburse the amount of the 
     Contractholder's Account, as follows:


     (A)     If the Plan continues to meet the requirements of I.R.C. section 
             401(a) but a new funding agent is selected, the Contractholder may 
             specify that such amount be transferred to the Plan's Trustees or 
             new funding agent. In order to transfer such amount, the Insurance 
             Company must receive evidence acceptable to it that the Plan will 
             continue to meet the requirements of I.R.C. section 401(a).

     (B)     If the Internal Revenue Service determines that the Plan initially 
             fails to meet the requirements of I.R.C. section 401(a), such 
             amounts will be disbursed to the Contractholder in a single sum 
             cash payment.

     (C)     If the Plan is terminated within the meaning of Income Tax 
             Regulations section 1.401-6 or the Internal Revenue Service 
             determines that the Plan no longer meets the requirements of the 
             I.R.C. section 401(a), the Contractholder's Account will be 
             distributed in a manner, and at such time, as is mutually 
             agreeable to the Contractholder and the Insurance Company, 
             provided appropriate governmental or regulatory approval is first 
             obtained.



                                       10
<PAGE>   13
                                   SECTION 6
                                 MISCELLANEOUS

6.1  The Insurance Company and the Contractholder agree to the following:

     (A)    All communications will be in writing and will be submitted by 
            first class mail, postage prepaid. 

            (1)     If to the Insurance Company, to:

                    Defined Contributions
                    CIGNA Retirement & Investment Services
                    Connecticut General Life Insurance Company
                    P.O. Box 2975
                    Hartford, CT 06104

            (2)     If to the Contractholder, to its principal place of 
                    business.

     (B)    All agreements under this Contract shall inure to the benefit of 
            and be binding upon the successors and assigns of the Insurance 
            Company and the Contractholder unless the Insurance Department of 
            the State of Connecticut determines that the Insurance Company has 
            ceased doing business of this class and kind.

     (C)    No distribution or disbursement payable to any Participant or 
            beneficiary is assignable except to the extent allowed by law and 
            all distributions or disbursements are exempt from the claims of 
            creditors to the maximum extent permitted by law. 

     (D)    The Insurance Company may require proof that the recipient of 
            annuity payments is living as of each and every date on which any 
            annuity payment becomes payable. If such proof is not furnished 
            when requested, the Insurance Company may withhold payments until 
            proof has been received. 

     (E)    The Insurance Company will issue an individual certificate to each 
            Participant for whom an annuity is purchased. If the state of issue 
            so requires, the Insurance Company will issue a certificate to each 
            Participant contributing to the Plan. Any certificate so issued 
            will in no way void or alter any of the terms of this Contract.

     (F)    If the age determining the annuity purchase rate, or any other fact 
            pertaining to the purchase of or the determination of the amount of 
            an annuity is found to have been misstated, or in the event of 
            clerical error, the following adjustments will be made:




                                       11
  
<PAGE>   14
             (1)     The amount of annuity payable by the Insurance Company will
                     be that provided by the correct rate applied to purchase
                     such annuity, determined as of the date of purchase on the
                     basis of the correct information.


             (2)     Any overpayments by the Insurance Company resulting from
                     any misstatements or errors will be deducted from amounts
                     thereafter payable.


             (3)     Any underpayments by the Insurance Company resulting from
                     any misstatements or errors will be paid in full with the
                     next payment due.


     (G)     The Insurance Company agrees only to the provisions of this 
             Contract and is not a party to nor bound by any trust or plan. The 
             Insurance Company is not responsible for the status under any 
             state or federal revenue law of any contribution made pursuant to 
             such Plan.


     (H)     Payment by the Insurance Company made pursuant to the terms of 
             this Contract will release the Insurance Company from all further 
             liability to the extent of such payment.


     (I)     Reports, notices, requests and other information submitted to the 
             Insurance Company by the Contractholder, its designated 
             representative, a Participant or a Beneficiary may be relied on 
             conclusively by the Insurance Company.


     (J)     If the Insurance Department or other authority of any state or 
             other jurisdiction determines that premium taxes are due and 
             payable with respect to amounts contributed prior to such 
             determination, an amount equal to the assessed taxes and interest 
             may be deducted from the Contractholder's account. If such 
             Department or authority requires the payment of such taxes on 
             amounts contributed under this Contract subsequent to such 
             determination, the Insurance Company can deduct the applicable 
             amount from Incoming Amounts or in such other manner as required 
             by the taxing authority.


     (K)     In applying for the Contract, the Contractholder will select the 
             Riders(s) which become part of this Contract.


     (L)     Any change in this Contract will be subject to the following 
             provisions:


             (1)     No change will affect the amount of interest credited or 
                     accrued prior to the effective date of such change.


             (2)     No change will affect the amount or terms of any annuity 
                     purchased prior to the effective date of such change.


             (3)     Any change to this Contract can be made without notice to 
                     or the consent of any Participant, beneficiary or 
                     annuitant.



                                       12
<PAGE>   15
            (4)    The Insurance Company may, at any time, make any changes,
                   including retroactive changes to the provisions of the
                   Contract to the extent that such changes are required in
                   order to conform the Contract to the provisions of I.R.C.
                   section 401(a), any applicable law or any regulation issued
                   by any governmental agency to which the Plan or the Insurance
                   Company is subject.

            (5)    Unless the Contractholder discontinues this Contract and
                   selects a new funding agent, the Insurance Company may
                   annually review the provisions of Sections 2,3,4,5, the
                   Contract Expense Schedule and the Rider(s) and may change the
                   Sections, Contract Expense Schedule and/or the Rider(s) after
                   ninety (90) days' advance written notice to the
                   Contractholder provided, however, that any such change will
                   apply to all contracts in the same class of business as this
                   Contract.

     (M)    For the purposes of this Contract, a copy of the death certificate,
            a physician's written statement certifying as to the death of the
            decedent, a copy of a certified decree of a court of competent
            jurisdiction as to the finding of death or any other reasonable
            evidence that may be required by the Insurance Company shall
            constitute due proof of death.

     (N)    The laws of the State of Connecticut govern this Contract except 
            where its provisions may be more specifically governed by the laws
            of its state of issuance.

     (O)    The singular includes the plural and the masculine pronoun includes
            both the masculine and feminine gender unless the context indicates
            otherwise.

     (P)    Two or more duplicate originals of this Contract constitute one and 
            the same instrument.  The Application of the Contractholder together
            with all Riders, Tables and Schedules, copies of which are attached
            to and made a part of this Contract, constitute the entire Contract
            between the Insurance Company and the Contractholder.

     (Q)    If the Insurance Company has reasonable cause to believe that any 
            payee is legally, physically or mentally incapable of personally
            receiving and receipting for any payment due him, the Insurance
            Company may make such payment or any part thereof to any person or
            institution who, in the opinion of the Insurance Company, is then
            maintaining or has custody of the payee, until claim is made by the
            duly appointed guardian or other legal representative of the payee.
            Such payment will constitute a full discharge of the liability of
            the Insurance Company to the extent thereof.


                                       13
<PAGE>   16
                           CONTRACT EXPENSE SCHEDULE

Effective January 01, 1998, your Contract Expense Schedule is as follows:

                                                                  GA-0032257/002
--------------------------------------------------------------------------------


PAYMENT METHOD KEY

-  CHARGES THAT ARE LABELED "OT" ARE BILLED DIRECTLY TO THE CONTRACTHOLDER, ON A
   QUARTERLY BASIS.

-  CHARGES THAT ARE LABELED "OA" ARE PAID BY PARTICIPANTS. CATEGORY I AND II ARE
   ASSET-BASED CHARGES WHICH ARE DEDUCTED FROM THE GROSS RATE OF RETURN; THE 
   REMAINING CATEGORIES ARE DEDUCTED QUARTERLY FROM THE PARTICIPANTS' ACCOUNT 
   BALANCES.

-  CHARGES THAT ARE NOT LABELED HAVE NOT BEEN SELECTED BY THE CONTRACTHOLDER.

-  CHARGES STATED BELOW ARE ANNUAL CHARGES.

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


SERVICES ELECTED

I.    CIGNA FUNDS ASSET CHARGES

   OA    Guaranteed Income Fund                 1.35%
   OA    CIGNA Stock Market Index Account       0.90%
   OA    CIGNA Lifetime Funds                   0.90%


II.   CIGNA ALLIANCE FUNDS ASSET CHARGES
      
   OA    Fidelity Advisor                       0.90%
   OA    INVESCO                                0.90%
   OA    Warburg Pincus                         0.90%
   OA    Twentieth Century                      0.90%
   OA    AIM                                    0.90%
   OA    Janus                                  0.90%
   OA    PBHG                                   0.90%
   OA    Templeton                              0.90%
   OA    Founders                               0.90%
   OA    Neuberger & Berman                     0.90%

III.  INSTALLATION CHARGE

         Administrative Set-up

New Plan                            $500

Takeover Plan                       $1,000 plus $10.00 per Participant

Non-Standard plan Document          Additional $400 plus IRS Processing Fees
   

IV.   RECORDKEEPING SERVICES CHARGES

   OT    Basic Administration Charge

         Base Fee                   $1,900 Plus

         Up To 200 Employees        $25 per Eligible Employee
         
         Next 200 Employees         $20 per Eligible Employee

         Over 400 Employees         $15 per Eligible Employee

      ($750.00 per quarter minimum excluding IRS Fees)
         CG Trust                   $500 per year with Standard Trust document
                                    or $1,000 per year with Company Stock,
                                    frozen GIC or amended Trust document 

   OA    Benefit Processing         $35 per Transaction
   OA    Loan Processing            $95 per Loan


V.    DIRECT SERVICE OPTION (DSO)

         Account Maintenance        $25 per participant

   OA    Terminated Participants
   OA    Retired Participants
   OA    Disabled Participants
         Withdrawal Charge          $30 per transaction
   OA    Terminated Participants
   OA    Retired Participants 
   OA    Disabled Participants
<PAGE>   17

The expenses outlined in the Contract Expense Schedule of this Contract are 
annual charges which will be billed in part at the end of each Plan Quarter.

The term "Plan Quarter" in this Contract Schedule means each full three (3) 
month period of the Plan Year beginning with the first day of the Plan Year and 
first day of every fourth month thereafter, without regard to the actual number 
of, or amounts of contributions received during that period.

This Contract Expense Schedule will cover expenses and taxes incurred by the
Insurance Company in the establishment and maintenance of this Contract. In no
event will these charges cover or be amended so as to cover any fees, expenses,
taxes, or charges relating to the management of the assets held hereunder.


1.   CIGNA GUARANTEED INCOME FUND ASSET CHARGE:

     The CIGNA Guaranteed Income Fund Asset Charge for the coming Plan Year is
     determined annually, based on the total assets held under the Contract as
     of the Valuation Date.

     The Asset Charge Valuation Date is November 1st of each year provided that
     the Insurance Company is open to transact normal business on such day.
     Otherwise, the Asset Charge Valuation Date will be the next normal business
     day on which the Insurance Company is open to transact normal business.

     The Asset Charge will apply only to the CIGNA Guaranteed Income Fund.

2.   CIGNA STOCK MARKET INDEX ACCOUNT ASSET CHARGE:

     The CIGNA Stock Market Index Account Asset Charge for the coming Plan Year
     is determined annually, based on the total assets held under the Contract
     as of the Valuation Date.

     The Asset Charge Valuation Date is November 1st of each year provided that
     the Insurance Company is open to transact normal business on such day.
     Otherwise, the Asset Charge Valuation Date will be the next normal business
     day on which the Insurance Company is open to transact normal business.

     The Asset Charge will apply only to the CIGNA Stock Market Index Account.

3.   CIGNA LIFETIME FUNDS ASSET CHARGE:

     The CIGNA Lifetime Funds Asset Charge for the coming Plan Year is
     determined annually, based on the total assets held under the Contract as
     of the Valuation Date.

     A Valuation Date will occur on each day that the Insurance Company is open
     for business and there exists an orderly financial market for investment
     transactions. All transactions processed on the Valuation Day will be based
     on the value of the account's investment as of the financial market's
     business day.

     The Asset Charge will apply only to the CIGNA Lifetime Funds.

4.   CIGNA ALLIANCE FUNDS ASSET CHARGE:

     The CIGNA Alliance Funds Asset Charge is an annual rate and is assessed on
     the value of the Contractholder's investments in each Alliance Fund.

5.   BASIC ADMINISTRATION CHARGE:

     The annual Basic Administration is based on the number of Eligible
     Employees.

6.   BENEFIT PROCESSING CHARGE:

     A Benefit Processing Charge will apply to any Plan disbursement, including
     but not limited to payment of all or a portion of a Participant's vested
     account balance because of termination, retirement, death, withdrawal or
     disability. Annuity purchases are not subject to this charge. All
     disbursements that are corrective distributions required to maintain the
     qualified status of the Plan, will be paid by the Contractholder, including
     but not limited to correction of excess deferrals (pre and post tax) and
     excess annual additions.

7.   LOAN CHARGE:

     The Loan Charge will apply to each loan processed.

8.   OUTSIDE FUND CHARGE:

     The Outside Fund Charge will apply to each fund not offered by CIGNA.
<PAGE>   18
9.     CG TRUST SERVICE CHARGE:

       The annual CG Trust Service Charge will apply upon election of the CG
       Trust Service.

10.    DIRECT SERVICE OPTION CHARGE:

       The annual Direct Service Option Account Maintenance Charge will apply
       upon the election of the Direct Service Option and is based on the number
       of Direct Service Option accounts.

11.    DIRECT SERVICE OPTION WITHDRAWAL CHARGE:

       The Direct Service Option Withdrawal Charge will apply to each withdrawal
       processed from a Direct Service Option account.

12.    SPECIAL SERVICE CHARGE:

       In addition to the expenses for the services identified in this schedule,
       if applicable, any special services requested by the Contractholder which
       are not specified will be charged to the Contractholder in accordance
       with the fee schedule then in effect.

13.    MISCELLANEOUS

       This Expense Schedule is subject to periodic review by the Insurance
       Company and may be changed effectively after ninety (90) days' written
       notice to the Contractholder. The expenses or charges will not be
       increased within the first twelve (12) months following the Contract's
       Effective Date nor will the expenses or charges be increased more
       frequently than once in any twelve (12) month period except by written
       agreement between the Insurance Company and the Contractholder.

       In the event that an expense (other than transaction-based expense) that
       would otherwise be deducted from a Participant's account is unrecoverable
       due to an insufficient account balance, 25% of the account balance will
       be deducted from the participant's account.
<PAGE>   19


                         ANNUITY PURCHASE RATE TABLE A

                GUARANTEED MINIMUM FIRST MONTHLY ANNUITY PAYMENT
                        PURCHASED BY A PREMIUM OF $1,000

                  FORM OF ANNUITY: 100% FIXED TEN YEAR CERTAIN
                                AND LIFE ANNUITY


<TABLE>
<CAPTION>

Participant's Age*                                             Monthly Rate
------------------                                             ------------
<S>                                                           <C>
       55                                                          4.82
       56                                                          4.91
       57                                                          5.01
       58                                                          5.11
       59                                                          5.21
       60                                                          5.32
       61                                                          5.43
       62                                                          5.55
       63                                                          5.68
       64                                                          5.81
       65                                                          5.95
       66                                                          6.10
       67                                                          6.25
       68                                                          6.41
       69                                                          6.57
       70                                                          6.74
       71                                                          6.91
       72                                                          7.08
       73                                                          7.26
       74                                                          7.44
</TABLE>

*    Age nearest birthday on annuity commencement date, with respect to an
     annuity commencing prior to January 1, 1990. With respect to an annuity
     commencing on or after January 1, 1990, the following adjustment will be
     made.

     Annuity commencement date                   Participant's age equals
     -------------------------                   ------------------------
     On or after 1/1/90 but prior                Age nearest birthday on annuity
     to 1/1/2000                                 commencement date minus 1

Any Retirement Annuity to be provided will be based on the Insurance Company's 
existing underwriting requirements, practices and rates then in effect for 
contracts in the same class of business as this Contract. However, the 
Insurance Company guarantees that in no event will the amount to be applied for 
the purchase of a participant's Retirement Annuity after reduction for premium 
taxes, if any, and policy fees be less than that amount obtained from the 
application of the rates in Table A. Annuity purchase rates for other forms of 
annuity or other ages will be provided by the Insurance Company on an 
actuarially equivalent basis. Rates for other ages and other forms of annuity 
will be furnished upon request.

This Table is subject to annual review by the Insurance Company and may be 
changed after ninety (90) days' written notice to the Contractholder. This 
Table will not be changed within the first twelve (12) months following the 
Contract's Effective Date nor will it be changed more frequently than once in 
any twelve (12) month period except by written agreement between the Insurance 
Company and the Contractholder.


                                       18
<PAGE>   20
                         ANNUITY PURCHASE RATE TABLE B
                                        
   GUARANTEED MINIMUM FIRST MONTHLY ANNUITY PAYMENT PURCHASED BY A PREMIUM OF
                                     $1,000
                                        
        FROM OF ANNUITY: 100% VARIABLE TEN YEAR CERTAIN AND LIFE ANNUITY
                                        
                        ASSUMED INVESTMENT RETURN: 4.5%

<TABLE>
<CAPTION>
     Participant's Age*                                Monthly Rate
     ------------------                                ------------
     <S>                                               <C>
              55                                            5.12
              56                                            5.21
              57                                            5.30
              58                                            5.39
              59                                            5.50
              60                                            5.60
              61                                            5.72
              62                                            5.84
              63                                            5.96
              64                                            6.09
              65                                            6.23
              66                                            6.38
              67                                            6.53
              68                                            6.68
              69                                            6.84
              70                                            7.01
              71                                            7.17
              72                                            7.35
              73                                            7.52
              74                                            7.70
</TABLE>

*    Age nearest birthday on annuity commencement date, with respect to an 
     annuity commencing prior to January 1, 1990. With respect to an 
     annuity commencing on or after January 1, 1990, the following 
     adjustment will be made.      

     Annuity commencement date                   Participant's age equals

     On or after 1/1/90 but prior                Age nearest birthday on annuity
     to 1/1/2000                                 commencement date minus 1

Any Retirement Annuity to be provided will be based on the Insurance Company's 
existing underwriting requirements, practices and rates then in effect for 
contracts in the same class of business as this Contract. However, the 
Insurance Company guarantees that in no event will the amount be applied for 
the purchase of a participant's Retirement Annuity after reduction for premium 
taxes, if any, and policy fees be less than that amount obtained from the 
application of the rates in Table B. Annuity purchase rates for other forms of 
annuity or other ages will be provided by the Insurance Company on an 
actuarially equivalent basis. Rates for other ages and other forms of annuity 
will be furnished upon request. 

This Table is subject to annual review by the Insurance Company and may be 
changed after ninety (90) days' written notice to the Contractholder. This 
Table will not be changed within the first twelve (12) months following the 
Contract's Effective Date nor will it be changed more frequently than once in 
any twelve (12) month period except by written agreement between the Insurance 
Company and the Contractholder. 





                                       19
<PAGE>   21
                       GUARANTEED LONG TERM ACCOUNT RIDER

R1.1     GUARANTEED LONG TERM ACCOUNT. The term Guaranteed Long Term Account
         refers to that portion of the Contractholder's Account invested in the
         Insurance Company's general portfolio.

R1.2     CREDITED INTEREST. Interest will be credited to the Contractholder's 
         Guaranteed Long Term Account daily. Interest will be credited to each 
         dollar in the Guaranteed Long Term Account, from the Valuation Date on
         which it is allocated to the Guaranteed Long Term Account until the 
         Valuation Date, pursuant to the Contract Section 3.2(C) as of which it
         is transferred, distributed or disbursed from the Guaranteed Long Term
         Account.

         (A)   On the Effective Date of this Contract and prior to January 1 and
               July 1 of each year thereafter, the Insurance Company will notify
               the Contractholder in writing of the annual rate of Credited 
               Interest which will be applied to the amounts held in the 
               Guaranteed Long Term Account during each six-month period 
               beginning thereafter. The rate so declared will be guaranteed
               against change during each six-month period.

          (B)  The rate of Credited Interest will never be less than zero 
               percent (0%) per annum for any six-month period. The rate of
               Credited Interest will not be reduced by more than 2.10% during
               any calendar year.

R1.3      ASSET CHARGE. The annual Asset Charge, determined according to the 
          Contract Expense Schedule, is reduced to a daily equivalent and is 
          reduced from the Credited Interest being credited to the 
          Contractholder's Guaranteed Long Term Account in accordance with
          Section R1.2.

          In lieu of reducing the daily equivalent of the Asset Charge from the
          Credited Interest being credited to the Contractholder's Guaranteed
          Long Term Account, the Contractholder may agree to pay the Asset 
          Charge quarterly as provided for in Contract Section 3.1(G).




<PAGE>   22

R1.4      VALUATION. The value of the Contractholder's Guaranteed Long Term
          Account is an amount equal to:

          (A)  The sum of:

               (1)  Amounts contributed or transferred to the Insurance Company
                    and invested in the Contractholder's Guaranteed Long Term
                    Account, plus

               (2)  Amounts transferred to the Contractholder's Guaranteed Long
                    Term Account from any other funding vehicle represented by a
                    Rider attached to this Contract, plus

               (3)  Credited Interest on such account;

          (B)  Less:

               (1)  Expenses and charges, if any, plus

               (2)  Amounts transferred, distributed or disbursed from the 
                    Contractholder's Guaranteed Long Term Account in accordance
                    with the terms of the Contract.

R1.5      VALUATION DATE. For purposes of valuing the Contractholder's 
          Guaranteed Long Term Account, the term Valuation Date refers to each 
          day the Insurance Company is open to transact normal business.

R1.6      ANNUITY PAYMENTS. To determine the amount of each fixed annuity 
          payment, the amount available to purchase an annuity pursuant to
          Contract Section 4.1(D) is multiplied by the annuity purchase rate 
          then in effect for all contracts in this class of business.

R1.7      DEFERRALS. Transfers, distributions or disbursements from the 
          Guaranteed Long Term Account may be deferred pursuant to Contract
          Section 4.5 if a determination of the value of such transfer, 
          distribution or disbursement is not possible because the Securities
          and Exchange Commission has suspended or otherwise restricted trading
          of securities or another emergency situation outside the control of 
          the Insurance Company exists. During such deferral period amounts 
          payable from the Guaranteed Long Term Account will continue to receive
          Credited Interest.

<PAGE>   23
R1.8     POOL TRANSFER LIMITATION.  Whenever an amount to be transferred, 
         distributed or disbursed from a Contractholder's Guaranteed Long Term 
         Account together with all amounts previously or simultaneously 
         transferred, distributed or disbursed for any reason in the calendar 
         year of computation from the pool of Guaranteed Long Term Account 
         assets to which this Contract belongs would exceed ten percent (10%) 
         of the total assets in such pool on January 1 of the year of 
         computation, the transfer, distribution or disbursement may be 
         deferred by the Insurance Company.

         This Contract belongs to the Guaranteed Long Term Account pool 
         established for all contracts containing this or a similar limitation 
         under which the initial contribution to be held in the 
         Contractholder's Account is received in the same calendar year.

         Such transfer, distribution or disbursement will be subject to the 
         following:

         (A)   No deferral will result in less than ten percent (10%) of the 
               Guaranteed Long Term Account portion of the Contractholder's 
               Account being transferred, distributed or disbursed in any one 
               calendar year.

         (B)   During a Guaranteed Long Term Account Limitation deferral, any 
               amount deferred pursuant to the subsection will continue to 
               receive Credited Interest.

         (C)   Retirement, termination, death or disability distributions, 
               hardship withdrawals to the extent permitted by the Plan, and 
               distributions required by I.R.C. section 401(a)(9) payable from 
               the Guaranteed Long Term Account will be paid and not deferred. 
               Disbursements occuring as a result of the Plan's termination or 
               failure to meet the requirements of I.R.C. section 401(a) are 
               also unaffected by this provision.

         (D)   Participant-directed transfers, as described in Contract Section 
               3.1(E), will not be deferred so long as this Contract has not 
               discontinued pursuant to Section 5. Upon such discontinuance, 
               the provisions of the Discontinuance Transfer Limitation section 
               shall govern such transfers.

         (E)   This section shall not apply if the Contract discontinues 
               pursuant to Contract Section 5.

R1.9     DISCONTINUANCE TRANSFER LIMITATION.  In the event this Contract 
         discontinues pursuant to Section 5, the provisions of the Appendix 
         attached hereto will apply.
<PAGE>   24

                                    APPENDIX
                       DISCONTINUANCE TRANSFER LIMITATION


If the amount to be disbursed from the Contractholder's Guaranteed Long Term
Account together with all amounts previously disbursed or transferred for any
reason in the calendar year of dicontinuance from the pool of Guaranteed Long
Term Account assets to which this Contract belongs does not exceed ten percent
(10%) of the total assets in such pool on January 1 of the year of computation,
all amounts credited to the Contractholder's Guaranteed Long Term Account will
be disbursed as of the Discontinuance Disbursement Date, as defined in Contract
Section 5.3. If the amounts to be disbursed exceed said 10%, the following
limitations apply:

(A)     An amount equal to the difference between said 10% and the amounts 
        previously disbursed or transferred from the pool of Guaranteed Long 
        Term Account assets to which this Contract belongs, or, if greater, 
        one-sixth (1/6) of the value of the Contractholder's Guaranteed Long 
        Term Account will be disbursed as of the Discontinuance Disbursement 
        Date, as defined in Contract Section 5.3.

(B)     Amounts remaining credited to the Contractholder's Guaranteed Long Term 
        Account will be disbursed in five (5) installments as follows:

        (1)  The first installment being one-fifth (1/5) of the remaining value 
             of said Fund;

        (2)  The second installment being one-fourth (1/4) of the remaining
             value of said Fund;

        (3)  The third installment being one-third (1/3) of the remaining value
             of said Fund;

        (4)  The fourth installment being one-half (1/2) of the remaining value
             of said Fund; and

        (5)  The fifth installment being the remainder of the value of said
             Fund.

        The first installment will be made as of the January 1 following the
        Discontinuance Disbursement Date, as defined in Contract Section 5.3,
        and each succeeding installment as of each January 1 thereafter.

(C)     The Insurance Company will issue a written guarantee of the interest 
        rate to be credited to the unpaid balance of the Contractholder's 
        Guaranteed Long Term Account. That interest rate will be an annual rate 
        equal to the Credited Interest rate at date of discontinuance 
        applicable to the Guaranteed Long Term Account pool of which this 
        Contract is a member (hereinafter "Pool Rate") minus fifty percent 
        (50%) of the difference between the Credited Interest rate at date of 
        discontinuance for the Guaranteed Long Term Account pool established 
        for the calendar year of Discontinuance and the Pool Rate. In no event 
        will the interest rate credited be less than zero percent (0%) per 
        annum or greater than the Pool Rate.

(D)     Retirement, termination, death or disability distributions, hardship 
        withdrawals to the extent permitted by the Plan, and distributions 
        required by I.R.C. section 401(a)(9) payable from the Guaranteed Long 
        Term Account will be paid in accordance with the terms of Contract 
        Section 4 and not deferred under this Section. Disbursements occurring 
        as a result of plan termination or the failure of the plan to meet the 
        requirements of I.R.C. section 401(a) also will be paid in accordance 
        with the terms of Contract Sections 5.4(B) and (C) and not deferred 
        under this Section.

(E)     Notwithstanding the foregoing, the Insurance Company reserves the right 
        to disburse at any time in a single lump sum the remaining balance of 
        the Contractholder's Guaranteed Long Term Account and any remaining 
        balance in any separate account to which Participant-directed transfers 
        have been made pursuant to Section R1.9(G)(2).


                                       1
<PAGE>   25
(F)     This Contract belongs to the Guaranteed Long Term Account pool
        established for all contracts containing this or a similar limitation
        under which the initial contribution to be allocated to the
        Contractholder's Account is received in the same calendar year.

(G)     Notwithstanding the foregoing, if elected in writing by the
        Contractholder, Participant-directed transfers as described in Contract
        Section 3.1(E), which has been deferred pursuant to this Section R1.9,
        may be made among the funding vehicles represented by a Rider(s)
        attached to this Contract. Participants shall be allowed to make
        Participant-directed transfers, as described in Contract Section 3.1(E),
        subject to any restrictions in the Contractholder's plan, among these
        funding vehicles. Subject to the further provisions of this Section
        R1.9, these amounts shall be disbursed based on each Participant's pro
        rata investment of the funds in these funding vehicles.




                                       2
<PAGE>   26
                           SEPARATE ACCOUNT L1 RIDER


R19.1   SEPARATE ACCOUNT L1 is a pooled separate account maintained by the
        Insurance Company for a portion of its assets. The only amounts which
        may be allocated to Separate Account L1 are amounts contributed in
        accordance with the terms of pension or profit sharing plans qualified
        under section 401 of the Internal Revenue Code, as amended, governmental
        plans as defined in section 414(d) of the Internal Revenue Code, as
        amended, or eligible deferred compensation plans as defined in section
        457 of the Internal Revenue Code, as amended. The assets of Separate
        Account L1 are segregated from other assets of the Insurance Company and
        are subject only to the claims of contracts participating in this
        separate account.

        Separate Account L1 is maintained and operated by the Insurance Company 
        in accordance with the following:

        (A)   INVESTMENTS.  The assets of Separate Account L1 will be invested
              primarily in units of other separate accounts maintained by the
              Insurance Company or interests in other commingled investment
              funds that invest primarily either in common stocks or other types
              of equity investments or in debt types of investments. Generally,
              80% of the assets of this Separate Account will be invested in
              separate accounts or commingled investment funds that invest in
              common stocks or other types of equity investments and 20% of the
              Account's assets will be invested in separate accounts or
              commingled investment funds that invest in debt types of
              investments but such percentages may be changed in the Insurance
              Company's sole judgment. Such assets may, however, be invested in
              any investment which the Insurance Company deems to be permissible
              under applicable law. The investment and reinvestment of such
              assets shall be determined by the Insurance Company at its sole
              discretion. Any income, gains or losses, realized or unrealized,
              from the assets in Separate Account L1 shall be credited to or
              charged against said account without regard to the other income,
              gains or losses of the Insurance Company.

        (B)   EXPENSES CHARGED TO SEPARATE ACCOUNT L1.  An investment management
              charge determined by the Insurance Company will be charged daily
              based upon the value of each Contract's share of Separate Account
              L1. The maximum aggregate annual rate of investment management
              charge is one percent (1%).


                                      -1-
<PAGE>   27
       (C)    SEPARATE ACCOUNT L1 UNIT. Separate Account L1 is divided into 
              units of participation with each unit being referred to as a
              Separate Account L1 Unit. When an amount is allocated or
              transferred to Separate Account L1, the number of Separate Account
              L1 Units is increased and when an amount is withdrawn from
              Separate Account L1, the number of Separate Account L1 Units is
              decreased. Such increase or decrease in the number of Separate
              Account L1 Units is determined by dividing the amount allocated to
              or withdrawn from Separate Account L1 by the then current Separate
              Account L1 Unit Value.

       (D)    SEPARATE ACCOUNT L1 UNIT VALUE. A Separate Account L1 Unit Value
              is determined by the Insurance Company on each Valuation Date and
              is equal to the Market Value of Separate Account L1 divided by the
              total number of Separate Account L1 Units on such date. The
              Separate Account L1 Unit Value on any date is equal to the amount
              so determined on the Valuation Date coinciding with or last
              preceding such date. 

       (E)    MARKET VALUE OF SEPARATE ACCOUNT L1. The Insurance Company will 
              determine the Market Value of Separate Account L1 for each
              Valuation Date. The Market Value on any Valuation Date is based
              upon the market value of the assets in Separate Account L1 at the
              close of the Insurance Company's business on such Valuation Date,
              as determined in accordance with generally recognized accounting
              procedures.

R19.2  VALUATION. The value of the portion of a Participant's Account invested 
       in Separate Account L1 is an amount equal to the product of the number of
       Accumulation L1 Units credited to such Account and the Accumulation L1 
       Unit Value for the Valuation Date.

       (A)    ACCUMULATION L1 UNITS. When an amount is allocated to the portion
              of a Contractholder's Account invested in Separate Account L1, the
              Contractholder's Account is credited with the number of
              Accumulation L1 Units equal to the amount allocated divided by the
              Accumulation L1 Unit Value as of the Valuation Date when such
              amount is allocated to Separate Account L1.

              When an amount is transferred, distributed or disbursed from the
              portion of a Contractholder's Account invested in Separate Account
              L1, the Contractholder's Account is debited by the number of
              Accumulation L1 Units equal to the amount transferred, distributed
              or disbursed divided by the Accumulation L1 Unit Value as of the
              Valuation Date when such amount is transferred, distributed or
              disbursed. 


                                      -2-
<PAGE>   28
        (B)     ACCUMULATION L1 UNIT VALUE.  The Accumulation L1 Unit Value is
                the Separate Account L1 Unit Value adjusted to reflect the
                Contract's Asset Charge.

        (C)     VALUATION DATE.  A Valuation Date will occur on each day that
                the Insurance Company is open for business and there exists an
                orderly financial market for investment transactions.  All
                transactions processed on a Valuation Date will be based on the
                value of the Account's investment as of the close of the
                financial market's business day.

R19.3   LIMITATIONS.

        (A)     Any transfer, distribution or disbursement from Separate Account
                L1 may be delayed for a period of up to thirty (30) days if 
                there is a negative cash flow into Separate Account L1 
                considering all contracts with funds in Separate Account L1 on 
                the Valuation Date for such transfer, distribution or 
                disbursement.
        
        (B)     Transfers, distributions or disbursements from Separate Account 
                L1 may be deferred pursuant to Contract Section 4.5 if a 
                determination of the value of such transfer, distribution or 
                disbursement is not possible because the Securities and 
                Exchange Commission has suspended or otherwise restricted 
                trading of securities or another emergency situation outside 
                the control of the Insurance Company exists.




                                      -3-
<PAGE>   29
R20.1   SEPARATE ACCOUNT L2 is a pooled separate account maintained by the 
        Insurance Company for a portion of its assets.  The only amounts which
        may be allocated to Separate Account L2 are amounts contributed in
        accordance with the terms of pension or profit sharing plans qualified
        under section 401 of the Internal Revenue Code, as amended, governmental
        plans as defined in section 414(d) of the Internal Revenue COde, as
        amended, or eligible deferred compensation plans as defined in section
        457 of the Internal Revenue Code, as amended.  The assets of Separate
        Account L2 are segregated from other assets of the Insurance Company and
        are subject only to the claims of contracts participating in this
        separate account.

        Separate Account L2 is maintained and operated by the Insurance Company 
        in accordance with the following:

        (A)     INVESTMENTS.  The assets of Separate Account L2 will be 
                invested primarily in units of other separate accounts 
                maintained by the Insurance Company or interests in other 
                commingled investment funds that invest primarily either in 
                common stocks or other types of equity investments or in debt 
                types of investments.  Generally, 70% of the assets of this 
                Separate Account will be invested in separate accounts or 
                commingled investment funds that invest in common stocks or 
                other types of equity investments and 30% of the Account's
                assets will be invested in separate accounts or commingled
                investment funds that invest in debt types of investments but
                such percentages may be changed in the Insurance Company's sole
                judgment. Such assets may, however, be invested in any
                investment which the Insurance Company deems to be permissible
                under applicable law.  The investment and reinvestment of such
                assets shall be determined by the Insurance Company at its sole
                discretion.  Any income, gains or losses, realized or
                unrealized, from the assets in Separate Account L2 shall be
                credited to or charged against said account without regard to
                the other income, gains or losses of the Insurance Company.

        (B)     EXPENSES CHARGED TO SEPARATE ACCOUNT L2.  An investment 
                management charge determined by the Insurance Company will be 
                charged daily based upon the value of each Contract's share of 
                Separate Account L2.  The maximum aggregate annual rate of 
                investment management charge is one percent (1%).



                                      -1-
<PAGE>   30
      (C)   SEPARATE ACCOUNT L2 UNIT. Separate Account L2 is divided into units
            of participation with each unit being referred to as a Separate
            Account L2 Unit. When an amount is allocated or transferred to
            Separate Account L2, the number of Separate Account L2 Units is
            increased and when an amount is withdrawn from Separate Account L2,
            the number of Separate Account L2 Units is decreased. Such increase
            or decrease in the number of Separate Account L2 Units is determined
            by dividing the amount allocated to or withdrawn from Separate
            Account L2 by the then current Separate Account L2 Unit Value.

      (D)   SEPARATE ACCOUNT L2 UNIT VALUE. A Separate Account L2 Unit Value is
            determined by the Insurance Company on each Valuation Date and is
            equal to the Market Value of Separate Account L2 divided by the
            total number of Separate Account L2 Units on such date. The Separate
            Account L2 Unit Value on any date is equal to the amount so
            determined on the Valuation Date coinciding with or last preceding
            such date.

      (E)   MARKET VALUE OF SEPARATE ACCOUNT L2. The Insurance Company will
            determine the Market Value of Separate Account L2 for each Valuation
            Date. The Market Value or any Valuation Date is based upon the
            market value of the assets in Separate Account L2 at the close of
            the Insurance Company's business on such Valuation Date, as
            determined in accordance with generally recognized accounting
            procedures.

R20.2 VALUATION. The value of the portion of a Participant's Account invested 
      in Separate Account L2 is an amount equal to the product of the number of
      Accumulation L2 Units credited to such Account and the Accumulation L2
      Unit Value for the Valuation Date.

      (A)   ACCUMULATION L2 UNITS. When an amount is allocated to the portion of
            a Contractholder's Account invested in Separate Account L2, the
            Contractholder's Account is credited with the number of Accumulation
            L2 Units equal to the amount allocated divided by the Accumulation
            L2 Unit Value as of the Valuation Date when such amount is allocated
            to Separate Account L2. 

            When an amount is transferred, distributed or disbursed from the
            portion of a Contractholder's Account invested in Separate Account
            L2, the Contractholder's Account is debited by the number of
            Accumulation L2 Units equal to the amount transferred, distributed
            or disbursed divided by the Accumulation L2 Unit Value as of the
            Valuation Date when such amount is transferred, distributed or
            disbursed.




















                                      -2-
<PAGE>   31
        (B)     ACCUMULATION L2 UNIT VALUE.  The Accumulation L2 Unit Value is 
                the Separate Account L2 Unit Value adjusted to reflect the 
                Contract's Asset Charge.

        (C)     VALUATION DATE.  A Valuation Date will occur on each day that 
                the Insurance Company is open for business and there exists an 
                orderly financial market for investment transactions. All 
                transactions processed on a Valuation Date will be based on 
                the value of the Account's investments as of the close of the 
                financial market's business day.

R20.3   LIMITATIONS.

        (A)     Any transfer, distribution or disbursement from Separate 
                Account L2 may be delayed for a period of up to thirty (30) 
                days if there is a negative cash flow into Separate Account L2 
                considering all contracts with funds in Separate Account L2 on 
                the Valuation Date for such transfer, distribution or 
                disbursement.

         (B)    Transfers, distributions or disbursements from Separate Account 
                L2 may be deferred pursuant to Contract Section 4.5 if a 
                determination of the value of such transfer, distribution or 
                disbursement is not possible because the Securities and 
                Exchange Commission has suspended or otherwise restricted 
                trading of securities or another emergency situation outside 
                the control of the Insurance Company exists.

                                       3
<PAGE>   32
                           SEPARATE ACCOUNT L3 RIDER


R21.1   SEPARATE ACCOUNT L3 is a pooled separate account maintained by the
        Insurance Company for a portion of its assets. The only amounts which
        may be allocated to Separate Account L3 are amounts contributed in
        accordance with the terms of pension or profit sharing plans qualified
        under section 401 of the Internal Revenue Code, as amended, governmental
        plans as defined in section 414(d) of the Internal Revenue Code, as
        amended, or eligible deferred compensation plans as defined in section
        457 of the Internal Revenue Code, as amended. The assets of Separate
        Account L3 are segregated from other assets of the Insurance Company and
        are subject only to the claims of contracts participating in this
        separate account.

        Separate Account L3 is maintained and operated by the Insurance Company
        in accordance with the following:

        (A)     INVESTMENTS.  The assets of Separate Account L3 will be invested
                primarily in units of other separate accounts maintained by the
                Insurance Company or interests in other commingled investment
                funds that invest primarily either in common stocks or other
                types of equity investments or in debt types of investments.
                Generally, 65% of the assets of this Separate Account will be
                invested in separate accounts or commingled investment funds
                that invest in common stocks or other types of equity
                investments and 35% of the Account's assets will be invested in
                separate accounts or commingled investment funds that invest in
                debt types of investments but such percentages may be changed in
                the Insurance Company's sole judgment. Such assets may, however,
                be invested in any investment which the Insurance Company deems
                to be permissible under applicable law. The investment and
                reinvestment of such assets shall be determined by the Insurance
                Company at its sole discretion. Any income, gains or losses,
                realized or unrealized, from the assets in Separate Account L3
                shall be credited to or charged against said account without
                regard to the other income, gains or losses of the Insurance
                Company.

        (B)     EXPENSES CHARGED TO SEPARATE ACCOUNT L3.  An investment
                management charge determined by the Insurance Company will be
                charged daily based upon the value of each Contract's share of
                Separate Account L3. The maximum aggregate annual rate of
                investment management charge is one percent (1%).


                                      -1-
<PAGE>   33
        (C)   SEPARATE ACCOUNT L3 UNIT. Separate Account L3 is divided into 
              units of participation with each unit being referred to as a 
              Separate Account L3 Unit. When an amount is allocated or 
              transferred to Separate Account L3, the number of Separate 
              Account L3 Units is increased and when an amount is withdrawn 
              from Separate Account L3, the number of Separate Account L3 Units 
              is decreased. Such increase or decrease in the number of Separate 
              Account L3 Units is determined by dividing the amount allocated 
              to or withdrawn from Separate Account L3 by the then current 
              Separate Account L3 Unit Value. 

        (D)   SEPARATE ACCOUNT L3 UNIT VALUE. A Separate Account L3 Unit Value 
              is determine by the Insurance Company on each Valuation Date and 
              is equal to the Market Value of Separate Account L3 divided by 
              the total number of Separate Account L3 Units on such date. The 
              Separate Account L3 Unit Value on any date is equal to the amount 
              so determined on the Valuation date coinciding with or last 
              preceding such date. 

        (E)   MARKET VALUE OR SEPARATE ACCOUNT L3. The Insurance Company will 
              determine the Market Value of Separate Account L3 for each 
              Valuation Date. The Market Value on any Valuation Date is based 
              upon the market value of the assets in Separate Account L3 at the 
              close of the Insurance Company's business on such Valuation Date, 
              as determined in accordance with generally recognized accounting 
              procedures. 


R21.2   VALUATION. The value of the portion of a Participant's Account invested 
        in Separate Account L3 is an amount equal to the product of the 
        number of Accumulation L3 Units credited to such Account and the 
        Accumulation L3 Unit Value for the Valuation Date. 

        (A)   ACCUMULATION L3 UNITS. When an amount is allocated to the portion 
              of a Contractholder's Account invested in Separate Account L3, 
              the Contractholder's Account is credited with the number of 
              Accumulation L3 Units equal to the amount allocated divided by 
              the Accumulation L3 Unit Value as of the Valuation Date when such 
              amount is allocated to Separate Account L3.

              When an amount is transferred, distributed or disbursed from the 
              portion of a Contractholder's Account invested in Separate Account
              L3, the Contractholder's Account is debited by the number of
              Accumulation L3 Units equal to the amount transferred, distributed
              or disbursed divided by the Accumulation L3 Unit Value as of the
              Valuation date when such amount is transferred, distributed or
              disbursed. 




                                      -2-
<PAGE>   34

   (B)  ACCUMULATION L3 UNIT VALUE. The Accumulation L3 Unit Value is the 
        Separate Account L3 Unit adjusted to reflect the Contract's Asset 
        Charge.

   (C)  VALUATION DATE. A Valuation Date will occur on each day that the 
        Insurance Company is open for business and there exists an orderly
        financial market for investment transactions. All transactions processed
        on a Valuation Date will be based on the value of the Account's
        investments as of the close of the financial market's business day.

R21.3   LIMITATIONS.

   (A)  Any transfer, distribution or disbursement from Separate Account L3 may 
        be delayed for a period of up to thirty (30) days if there is a negative
        cash flow into Separate Account L3 considering all contracts with funds
        in Separate Account L3 on the Valuation Date for such transfer,
        distribution or disbursement.

   (B)  Transfers, distributions or disbursements from Separate Account L3 may 
        be deferred pursuant to Contract Section 4.5 if a determination of the
        value of such transfer, distribution or disbursement is not possible
        because the Securities and Exchange Commission has suspended or
        otherwise restricted trading of securities or another emergency
        situation outside the control of the Insurance Company exists.





                                      -3-
<PAGE>   35


                           SEPARATE ACCOUNT L4 RIDER

R22.1   SEPARATE ACCOUNT L4 is a pooled separate account maintained by the 
        Insurance Company for a portion of its assets. The only amounts which
        may be allocated to Separate Account L4 are amounts contributed in
        accordance with the terms of pension or profit sharing plans qualified
        under section 401 of the Internal Revenue Code, as amended, governmental
        plans as defined in section 414(d) of the Internal Revenue Code, as
        amended, or eligible deferred compensation plans as defined in section
        457 of the Internal Revenue Code, as amended. The assets of Separate
        Account L4 are segregated from other assets of the Insurance Company and
        are subject only to the claims of contracts participating in this
        separate account.

        Separate Account L4 is maintained and operated by the Insurance Company
        in accordance with the following:

        (A)     INVESTMENTS. The assets of Separate Account L4 will be invested 
                primarily in units of other separate accounts maintained by the
                Insurance Company or interests in other commingled investment
                funds that invest primarily either in common stocks or other
                types of equity investments or in debt types of investments.
                Generally, 55% of the assets of this Separate Account will be
                invested in separate accounts or commingled investment funds
                that invest in common stocks or other types of equity
                investments and 45% of the Account's assets will be invested in
                separate accounts or commingled investment funds that invest in
                debt types of investments but such percentages may be changed in
                the Insurance Company's sole judgment. Such assets may, however,
                be invested in any investment which the Insurance Company deems
                to be permissible under applicable law. The investment and
                reinvestment of such assets shall be determined by the Insurance
                Company at its sole discretion. Any income, gains or losses,
                realized or unrealized, from the assets in Separate Account L4
                shall be credited to or charged against said account without
                regard to the other income, gains or losses of the Insurance
                Company.

        (B)     EXPENSES CHARGED TO SEPARATE ACCOUNT L4.  An investment 
                management charge determined by the Insurance Company will be
                charged daily based upon the value of each Contract's share of
                Separate Account L4. The maximum aggregate annual rate of
                investment management charge is one percent (1%).





                                      -1-
<PAGE>   36
        (C)   SEPARATE ACCOUNT L4 UNIT. Separate Account L4 is divided into 
              units of participation with each unit being referred to as a 
              Separate Account L4 Unit. When an amount is allocated or 
              transferred to Separate Account L4, the number of Separate 
              Account L4 Units is increased and when an amount is withdrawn 
              from Separate Account L4, the number of Separate Account L4 Units 
              is decreased. Such increase or decrease in the number of Separate 
              Account L4 Units is determined by dividing the amount allocated 
              to or withdrawn from Separate Account L4 by the then current 
              Separate Account L4 Unit Value. 

        (D)   SEPARATE ACCOUNT L4 UNIT VALUE. A Separate Account L4 Unit Value 
              is determined by the Insurance Company on each Valuation Date and 
              is equal to the Market Value of Separate Account L4 divided by 
              the total number of Separate Account L4 Units on such date. The 
              Separate Account L4 Unit Value on any date is equal to the amount 
              so determined on the Valuation date coinciding with or last 
              preceding such date. 

        (E)   MARKET VALUE OR SEPARATE ACCOUNT L4. The Insurance Company will 
              determine the Market Value of Separate Account L4 for each 
              Valuation Date. The Market Value on any Valuation Date is based 
              upon the market value of the assets in Separate Account L4 at the 
              close of the Insurance Company's business on such Valuation Date, 
              as determined in accordance with generally recognized accounting 
              procedures. 


R22.2   VALUATION. The value of the portion of a Participant's Account invested 
        in Separate Account L4 is an amount equal to the product of the 
        number of Accumulation L4 Units credited to such Account and the 
        Accumulation L4 Unit Value for the Valuation Date. 

        (A)   ACCUMULATION L4 UNITS. When an amount is allocated to the portion 
              of a Contractholder's Account invested in Separate Account L4, 
              the Contractholder's Account is credited with the number of 
              Accumulation L4 Units equal to the amount allocated divided by 
              the Accumulation L4 Unit Value as of the Valuation Date when such 
              amount is allocated to Separate Account L4.

              When an amount is transferred, distributed or disbursed from the
              portion of a Contractholder's Account invested in Separate Account
              L4, the Contractholder's Account is debited by the number of
              Accumulation L4 Units equal to the amount transferred, distributed
              or disbursed divided by the Accumulation L4 Unit Value as of the
              Valuation date when such amount is transferred, distributed or
              disbursed. 




                                      -2-
<PAGE>   37

(B)     ACCUMULATION L4 UNIT VALUE. The Accumulation L4 Unit Value is the 
        Separate Account L4 Unit Value adjusted to reflect the Contract's Asset 
        Charge.

(C)     VALUATION DATE. A Valuation Date will occur on each day that the
        Insurance Company is open for business and there exists an orderly
        financial market for investment transactions. All transactions processed
        on a Valuation Date will be based on the value of the Account's
        investments as of the close of the financial market's business day.


R22.3   LIMITATIONS

(A)     Any transfer, distribution or disbursement from Separate Account L4 may 
        be delayed for a period of up to thirty (30) days if there is a negative
        cash flow into Separate Account L4 considering all contracts with funds 
        in Separate Account L4 on the Valuation Date for such transfer, 
        distribution or disbursement.

(B)     Transfers, distributions or disbursements from Separate Account L4 may 
        be deferred pursuant to Contract Section 4.5 if a determination of the 
        value of such transfer, distribution or disbursement is not possible 
        because the Securities and Exchange Commission has suspended or 
        otherwise restricted trading of securities or another emergency 
        situation outside the control of the Insurance Company exists.



                                      -3-
<PAGE>   38
                           SEPARATE ACCOUNT L5 RIDER

R23.1   SEPARATE ACCOUNT L5 is a pooled separate account maintained by the 
        Insurance Company for a portion of its assets.  The only amounts which 
        may be allocated to Separate Account L5 are amounts contributed in 
        accordance with the terms of pension or profit sharing plans qualified 
        under section 401 of the Internal Revenue Code, as amended, governmental
        plans as defined in section 414(d) of the Internal Revenue Code, as
        amended, or eligible deferred compensation plans as defined in section
        457 of the Internal Revenue Code, as amended.  The assets of Separate
        Account L5 are segregated from other assets of the Insurance Company and
        are subject only to the claims of contracts participating in this
        separate account.

        Separate Account L5 is maintained and operated by the Insurance Company 
        in accordance with the following:

        (A)     INVESTMENTS.  The assets of Separate Account L5 will be 
                invested primarily in units of other separate accounts 
                maintained by the Insurance Company or interests in other 
                commingled investment funds that invest primarily either in 
                common stocks or other types of equity investments or in debt 
                types of investments.  Generally, 35% of the assets of this 
                Separate Account will be invested in separate accounts or 
                commingled investment funds that invest in common stocks or 
                other types of equity investments and 65% of the Account's 
                assets will be invested in separate accounts or commingled 
                investment funds that invest in debt types of investments but 
                such percentages may be changed in the Insurance Company's sole 
                judgment.  Such assets may, however, be invested in any 
                investment which the Insurance Company deems to be permissible 
                under applicable law.  The investment and reinvestment of such 
                assets shall be determined by the Insurance Company at its sole 
                discretion.  Any income, gains or losses, realized or 
                unrealized, from the assets in Separate Account L5 shall be 
                credited to or charged against said account without regard to 
                the other income, gains or losses of the Insurance Company.

        (B)     EXPENSES CHARGED TO SEPARATE ACCOUNT L5.  An investment 
                management charge determined by the Insurance Company will be 
                charged daily based upon the value of each Contract's share of 
                Separate Account L5.  The maximum aggregate annual rate of 
                investment management charge is one percent (1%).


                                      -1-

<PAGE>   39
        (C)     SEPARATE ACCOUNT L5 UNIT.  Separate Account L5 is divided into 
                units of participation with each unit being referred to as a
                Separate Account L5 Unit.  When an amount is allocated or
                transferred to Separate Account L5, the number of Separate
                Account L5 Units is increased and when an amount is withdrawn
                from Separate Account L5, the number of Separate Account L5
                Units is decreased.  Such increase or decrease in the number of
                Separate Account L5 Units is determined by dividing the amount
                allocated to or withdrawn from Separate Account L5 by the then
                current Separate Account L5 Unit Value.

        (D)     SEPARATE ACCOUNT L5 UNIT VALUE.  A Separate Account L5 Unit
                Value is determined by the Insurance Company on each Valuation
                Date and is equal to the Market Value of Separate Account L5
                divided by the total number of Separate Account L5 Units on such
                date. The Separate Account L5 Unit Value on any date is equal to
                the amount so determined on the Valuation Date coinciding with
                or last preceding such date.

        (E)     MARKET VALUE OF SEPARATE ACCOUNT L5.  The Insurance Company will
                determine the Market Value of Separate Account L5 for each
                Valuation Date.  The Market Value on any Valuation Date is based
                upon the market value of the assets in Separate Account L5 at
                the close of the Insurance Company's business on such Valuation
                Date, as determined in accordance with generally recognized
                accounting procedures.

R23.2   VALUATION.  The value of the portion of a Participant's Account invested
        in Separate Account L5 is an amount equal to the product of the number
        of Accumulation L5 Units credited to such Account and the Accumulation
        L5 Unit Value for the Valuation Date.

        (A)     ACCUMULATION L5 UNITS.  When an amount is allocated to the 
                portion of a Contractholder's Account invested in Separate 
                Account L5, the Contractholder's Account is credited with the 
                number of Accumulation L5 Units equal to the amount allocated 
                divided by the Accumulation L5 Unit Value as of the Valuation 
                Date when such amount is allocated to Separate Account L5.

                When an amount is transferred, distributed or disbursed from 
                the portion of a Contractholder's Account invested in Separate 
                Account L5, the Contractholder's Account is debited by the 
                number of Accumulation L5 Units equal to the amount 
                transferred, distributed or disbursed divided by the 
                Accumulation L5 Unit Value as of the Valuation Date when such 
                amount is transferred, distributed or disbursed.


                                      -2-


  
<PAGE>   40
        (B)     ACCUMULATION L5 UNIT VALUE.  The Accumulation L5 Unit Value is
                the Separate Account L5 Unit Value adjusted to reflect the
                Contract's Asset Charge.

        (C)     VALUATION DATE.  A Valuation Date will occur on each day that
                the Insurance Company is open for business and there exists an
                orderly financial market for investment transactions.  All
                transactions processed on a Valuation Date will be based on the
                value of the Account's investments as of the close of the
                financial market's business day.

R23.3   LIMITATIONS.

        (A)     Any transfer, distribution or disbursement from Separate Account
                L5 may be delayed for a period of up to thirty (30) days if 
                there is a negative cash flow into Separate Account L5 
                considering all contracts with funds in Separate Account L5 on 
                the Valuation Date for such transfer, distribution or 
                disbursement.
        
        (B)     Transfers, distributions or disbursements from Separate Account 
                L5 may be deferred pursuant to Contract Section 4.5 if a 
                determination of the value of such transfer, distribution or 
                disbursement is not possible because the Securities and 
                Exchange Commission has suspended or otherwise restricted 
                trading of securities or another emergency situation outside 
                the control of the Insurance Company exists.

        (C)     The Insurance Company, in its sole discretion, may decline to 
                accept amounts for allocation to Separate Account L5.


                                      -3-
<PAGE>   41
                           SEPARATE ACCOUNT 55 RIDER


R7.1    SEPARATE ACCOUNT 55 (the CIGNA Separate Account)--is a pooled separate
        account maintained by the insurance Company for a portion of its assets.
        The only amounts which may be allocated to Separate Account 55 are
        amounts contributed in accordance with the terms of pension or profit
        sharing plans qualified under section 401 of the Internal Revenue Code,
        as amended, governmental plans as defined in section 414(d) of the
        Internal Revenue Code, as amended, or eligible deferred compensation
        plans as defined in section 457 of the Internal Revenue Code, as
        amended. The assets of Separate Account 55 are segregated from other
        assets of the Insurance Company and are subject only to the claims of
        contracts participating in this separate account.

        Separate Account 55 is maintained and operated by the Insurance Company
        in accordance with the following:

        (A)     INVESTMENTS.  The assets of Separate Account 55 will be invested
                in shares of underlying mutual funds sponsored and advised by 
                investment companies not related to the Insurance Company. In 
                addition, from time to time, the Insurance Company may invest 
                such assets in short-term money market instruments, cash or 
                cash equivalents. Any income, gains or losses, realized or 
                unrealized, from the assets in Separate Account 55 shall be 
                credited to or charged against said account without regard to 
                the other income, gains or losses of the Insurance Company.

        (B)     EXPENSES CHARGED TO SEPARATE ACCOUNT 55.  Separate Account 55 
                may be charged with (1) an investment management charge which 
                shall not exceed a maximum aggregate annual rate of one percent 
                (1%), (2) brokerage commissions, transfer taxes and other 
                direct charges arising from the purchase or sale of investments 
                or futures instruments thereunder, (3) other taxes, charges or 
                expenses directly attributable to the operations of, or the 
                assets held in, Separate Account 55, and (4) any expenses 
                (including reasonable fees and expenses for the time spent by 
                officers or employees of the Insurance Company) which are 
                incurred in the course of litigation, representation on any 
                creditors' committees, or any other action which the Insurance 
                Company determines is reasonably necessary or required to 
                preserve or enhance the value of the assets of Separate Account 
                55. The investment management charge determined by the 
                Insurance Company will be charged daily based upon the value of 
                each Contract's share of Separate Account 55.
<PAGE>   42
        (C)   SEPARATE ACCOUNT 55 UNIT. Separate Account 55 is divided into 
              units of participation with each unit being referred to as a 
              Separate Account 55 Unit. When an amount is allocated or 
              transferred to Separate Account 55, the number of Separate 
              Account 55 Units is increased and when an amount is withdrawn 
              from Separate Account 55, the number of Separate Account 55 Units 
              is decreased. Such increase or decrease in the number of Separate 
              Account 55 Units is determined by dividing the amount allocated 
              to or withdrawn from Separate Account 55 by the then current 
              Separate Account 55 Unit Value. 

        (D)   SEPARATE ACCOUNT 55 UNIT VALUE. A Separate Account 55 Unit Value 
              is determine by the Insurance Company on each Valuation Date and 
              is equal to the Market Value of Separate Account 55 divided by 
              the total number of Separate Account 55 Units on such date. The 
              Separate Account 55 Unit Value on any date is equal to the amount 
              so determined on the Valuation date coinciding with or last 
              preceding such date. 

        (E)   MARKET VALUE OR SEPARATE ACCOUNT 55. The Insurance Company will 
              determined the Market Value of Separate Account 55 for each 
              Valuation Date. The Market Value on any Valuation Date is based 
              upon the market value of the assets in Separate Account 55 at the 
              close of the Insurance Company's business on such Valuation Date, 
              as determined in accordance with generally recognized accounting 
              procedures. 


 R7.2   VALUATION. The value of the portion of a Participant's Account invested 
        in Separate Account 55 is an amount equal to the product of the 
        number of Accumulation 55 Units credited to such Account and the 
        Accumulation 55 Unit Value for the Valuation Date. 

        (A)   ACCUMULATION 55 UNITS. When an amount is allocated to the portion 
              of a Contractholder's Account invested in Separate Account 55, 
              the Contractholder's Account is credited with the number of 
              Accumulation 55 Units equal to the amount allocated divided by 
              the Accumulation 55 Unit Value as of the Valuation Date when such 
              amount is allocated to Separate Account 55.

              When an amount is transferred, distributed or disbursed from the 
              portion of a Contractholder's Account invested in Separate Account
              55, the Contractholder's Account is debited by the number of
              Accumulation 55 Units equal to the amount transferred, distributed
              or disbursed divided by the Accumulation 55 Unit Value as of the
              Valuation date when such amount is transferred, distributed or
              disbursed. 




                                             
<PAGE>   43
       (B)      ACCUMULATION 55 UNIT VALUE. The Accumulation 55 Unit Value is
                the Separate Account 55 Unit Value adjusted to reflect the
                contract's asset charge, if applicable.


       (C)     VALUATION DATE. A Valuation Date will occur on each day that the
               Insurance Company is open for business and there exists an
               orderly financial market for investment transactions. All
               transactions processed on a Valuation Date will be based on the
               value of the Account's investments as of the close of the
               financial market's business day.

R7.3   LIMITATIONS.


       (A)     Any transfer, distribution or disbursement from Separate Account
               55 may be delayed for a period of up to thirty (30) days if there
               is a negative cash flow into Separate Account 55 considering all
               contracts with funds in Separate Account 55 on the Valuation Date
               for such distribution or disbursement.

       
       (B)     Transfers, distributions or disbursements from Separate Account
               55 may be deferred pursuant to Contract Section 4.5 if a
               determination of the value of such distribution or disbursement
               is not possible because the Securities and Exchange Commission
               has suspended or otherwise restricted trading of securities or
               another emergency situation outside the control of the Insurance
               Company exists.


R7.4   DISCONTINUANCE OF SEPARATE ACCOUNT 55. Separate Account 55 may be
       discontinued if the underlying mutual fund is no longer offered by the
       investment company, if the investment company becomes insolvent or files
       for voluntary or involuntary bankruptcy, or if the Insurance Company
       determines that Separate Account 55 is no longer commercially feasible
       and notifies the Contractholder in writing that the Separate Account will
       be discontinued.

       As of the date Separate Account 55 is discontinued:

       (A)      No further contributions to Separate Account 55 will be accepted
                by the Insurance Company and not further withdrawals or
                transfers will be honored except as provided in (B) and (C)
                below;

       (B)      The Insurance Company will determine an amount equal to the
                expenses which are unpaid or due hereunder and withdraw such
                amount from Separate Account 55;

       (C)      The remaining value of this Contract's share of Separate
                Account 55 will be distributed in accordance with the
                Contractholder's written instructions to be effective as of the
                date of discontinuance. 
<PAGE>   44
                                    APPENDIX

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY

The mutual fund(s) made available by Connecticut General Life Insurance Company
under the Universal Separate Account 55 Rider are as follows:

<TABLE>
<CAPTION>
SEPARATE
ACCOUNT              MUTUAL FUND                                                    MANAGEMENT COMPANY
<S>                  <C>                                                            <C>
SA-55A               Fidelity Advisor Growth Opportunities Fund                     Fidelity Investments
SA-55F               Warburg Pincus International Equity Fund                       Counsellors Securities, Inc.
SA-55G               Warburg Pincus Emerging Growth Fund                            Counsellors Securities, Inc.
SA-55K               INVESCO Total Return Fund                                      INVESCO Funds Group, Inc.
SA-55S               Warburg Pincus Growth & Income Fund                            Warburg Pincus Funds
SA-55X               American Century - Twentieth Century Ultra Fund                American Century
SA-55CX              AIM Constellation Fund                                         AIM Management Group, Inc.
SA-55EV              Janus Worldwide Fund                                           Janus
SA-55FU              PBHG Growth Fund                                               PBHG Funds, Inc.
SA-55GT              Templeton Growth Fund, Inc.                                    Templeton Funds, Inc.
SA-55HS              Templeton Foreign Fund                                         Templeton Funds, Inc.
SA-55JR              Founders Growth Fund                                           Founders Asset Management, Inc.
SA-55KQ              Founders Balanced Fund                                         Founders Asset Management, Inc.
SA-55MN              Neuberger & Berman Guardian Trust                              Neuberger & Berman Management, Inc.
SA-55QJ              INVESCO Dynamics Fund, Inc.                                    INVESCO Funds Group, Inc.
</TABLE>

Additional information regarding these fund(s) is available upon request.
<PAGE>   45
                            SEPARATE ACCOUNT B RIDER


R4.1     SEPARATE ACCOUNT B (the Stock Market Index Separate Account) is a
         pooled separate account maintained by the Insurance Company for a
         portion of its assets. The only amounts which may be allocated to
         Separate Account B are amounts contributed in accordance with the terms
         of pension or profit sharing plans qualified under section 401 of the
         Internal Revenue Code, as amended or governmental plans as defined in
         section 414(d) of the Internal Revenue Code, as amended. The assets of
         Separate Account B are segregated from other assets of the Insurance
         Company, and are subject only to the claims of contracts participating
         in this separate account.

         Separate Account B is maintained and operated by the Insurance Company
         in accordance with the following:

         (A)     INVESTMENTS.  The assets of Separate Account B are invested
                 primarily in common stocks representing the Standard and Poor's
                 Composite Stock Index (S&P500 Index) and S&P500 Index futures
                 instruments. The investment or reinvestment of such assets will
                 be made by the Insurance Company in its discretion to conform
                 the composition of Separate Account B to that of the S&P500
                 Index. The assets of Separate Account B will not be invested in
                 any security of CIGNA Corporation, its affiliates and
                 subsidiaries. In addition, from time to time, the Insurance
                 Company may invest such assets in short term money market
                 instruments, cash or cash equivalents. The Insurance Company
                 makes no guarantee that Separate Account B's total return will
                 match the S&P500 Index total return as to any time period,
                 participating retirement fund or individual participant. Total
                 return means the sum of the S&P500 Index's appreciation or
                 depreciation, plus cash dividends, before deduction of
                 expenses.

         (B)     EXPENSES CHARGED TO SEPARATE ACCOUNT B.  Separate Account B may
                 be charged with (1) brokerage commissions, transfer taxes and
                 other direct charges arising from the purchase or sale of
                 investments or futures instruments thereunder, (2) other taxes
                 or charges directly attributable to the operation of, or the
                 assets held in, Separate Account B, and (3) any expenses
                 (including reasonable fees and expenses for the time spent by
                 officers or employees of the Insurance Company) which are
                 incurred in the course of litigation, representation on any
                 creditors' committees, or any other action which the Insurance
                 Company determines is reasonably necessary or required to
                 preserve or enhance the value of the assets of Separate Account
                 B. In addition, an investment management charge determined by
                 the Insurance Company will be charged monthly based upon the
                 value of each Contract's share of Separate Account B.

                 The maximum aggregate annual rate of investment management
                 charges is one percent (1%).
<PAGE>   46
         (C)     SEPARATE ACCOUNT B UNIT.  Separate Account B is divided into
                 units of participation with each unit being referred to as a
                 Separate Account B Unit. When an amount is allocated or
                 transferred to Separate Account B, the number of Separate 
                 Account B Units is increased and when an amount is withdrawn 
                 from Separate Account B, the number of Separate Account B 
                 Units is decreased. Such increase or decrease in the number of 
                 Separate Account B Units is determined by dividing the amount 
                 allocated to or withdrawn from Separate Account B by the then 
                 current Separate Account B Unit Value.

         (D)     SEPARATE ACCOUNT B UNIT VALUE.  A Separate Account B Unit 
                 Value is determined by the Insurance Company on each Valuation 
                 Date and is equal to the Market Value of Separate Account B 
                 divided by the total number of Separate Account B Units on 
                 such date. The Separate Account B Unit Value on any date is 
                 equal to the amount so determined on the Valuation Date 
                 coinciding with or last preceding such date.

         (E)     MARKET VALUE OF SEPARATE ACCOUNT B.  The Insurance Company 
                 will determine the Market Value of Separate Account B for each 
                 Valuation Date. The Market Value on any Valuation Date is 
                 based upon the market value of the assets in Separate Account 
                 B at the close of the Insurance Company's business on the 
                 preceding day, as determined in accordance with generally 
                 recognized accounting procedures.

R4.2     VALUATION.  The value of the portion of a Contractholder's Account
         invested in Separate Account B is an amount equal to the product of the
         number of Accumulation B Units credited to such Account and the
         Accumulation B Unit Value for the Valuation Date.

         (A)     ACCUMULATION B UNITS.  When an amount is allocated to the 
                 portion of a Contractholder's Account invested in Separate 
                 Account B, the Contractholder's Account is credited with the 
                 number of Accumulation B Units equal to the amount allocated 
                 divided by the Accumulation B Unit Value as of the Allocation 
                 Date determined pursuant to Contract Section 3.2(C).

                 When an amount is transferred, distributed or disbursed from
                 the portion of a Contractholder's Account invested in Separate
                 Account B, the Contractholder's Account is debited by the
                 number of Accumulation B Units equal to the amount transferred,
                 distributed or disbursed divided by the Accumulation B Unit
                 Value as of the later of the date the Insurance Company
                 receives written instructions from the Contractholder regarding
                 the amounts to be transferred or distributed or the effective
                 date of such transfer or distribution; or in the case of a
                 disbursement, as of the Discontinuance Disbursement Date
                 determined pursuant to Contract Section 5.3.
<PAGE>   47
         (B)    ACCUMULATION B UNIT VALUE. The Accumulation B Unit Value is the
                Separate Account B Unit Value adjusted to reflect the investment
                management charge.

         (C)    VALUATION DATE. A Valuation Date will occur on each day that the
                New York Stock Exchange is open for unrestricted trading and the
                Insurance Company is open to transact its normal business.

R4.3     LIMITATIONS.

         (A)    Any transfer, distribution or disbursement from Separate 
                Account B may be delayed for a period of up to thirty (30) days
                if there is a negative cash flow into Separate Account B
                considering all contracts with funds in Separate Account B on
                the Valuation Date for such transfer, distribution or
                disbursement.

         (B)    Transfers, distributions or disbursements from Separate Account 
                B may be deferred pursuant to Contract Section 4.5 if a
                determination of the value of such transfer, distribution or
                disbursement is not possible because the Securities and Exchange
                Commission has suspended or otherwise restricted trading of
                securities or another emergency situation outside the control of
                the Insurance Company exists.
<PAGE>   48


To Group Annuity Contractholders with Participants Residing in the State of 
California:

A California law, Section 1067, requires all group annuity contracts delivered
in California to include a notice concerning the California Health Insurance
Guaranty Association. The purpose of this Association is to assure that a plan
funded through a group annuity contract will be protected, within limits, if an
insurer becomes financially unable to meet its obligations. However, the
Association may not provide coverage for your group annuity contract. The
enclosed California Guaranty Notice describes the Association and the coverage
it will provide. Please read the notice and place it with your group annuity
contract.
<PAGE>   49


                          CALIFORNIA HEALTH INSURANCE
                            GUARANTY ASSOCIATION ACT
                       NOTICE CONCERNING GENERAL PURPOSES
                            AND COVERAGE LIMITATIONS


Residents of California who purchase life, health insurance and annuities 
should know that the insurance companies licensed in this state to write these 
types of insurance are members of the California Life and Health Insurance 
Guaranty Association ("CLHIGA"). The purpose of this Association is to assure 
that policyholders will be protected, within limits, in the unlikely event that 
a member insurer becomes financially unable to meet its obligations. If this 
should happen, the Guaranty Association will assess its other member insurance 
companies for the money to pay claims of insured persons who live in this state 
and, in some cases, to keep coverage in force. The valuable extra protection 
provided by these insurers through the Guaranty Association is not unlimited, 
however, as noted in the box below.


The California Life and Health Insurance Guaranty Association may or may not 
provide coverage for this policy. If coverage is provided, it may be subject to 
substantial limitations or exclusions and require continued residency in 
California. You should not rely on coverage by the California Health Insurance 
Guaranty Association in selecting an insurance company or in selecting an 
insurance policy.

     Coverage is NOT provided for your policy or any portion of it that is not 
guaranteed by the insurer or for which you have assumed the risk, such as a 
variable contract sold by prospectus.

     Insurance companies or their agents are required by law to give or send 
you this notice. However, insurance companies and their agents are prohibited 
by law from using the existence of the Guaranty Association to induce you to 
purchase any kind of insurance policy.

     Policyholders with additional questions should first contact their insurer 
or agent or may then contact:

         The California Life and Health Insurance Guaranty Association
                             Post Office Box 17319
                          Beverly Hills, CA 90209-3319

                           Consumer Service Division
                         California Dept. of Insurance
                            300 South Spring Street
                             Los Angeles, CA 90013
<PAGE>   50

The state law that provides for this safety-net coverage is called the 
California Health Insurance Guaranty Association Act. Below is a brief summary 
of this law's coverages, exclusions and limits. This summary does not cover all 
provisions of the law; nor does it in any way change anyone's rights or 
obligations under the Act or the rights or obligations of the Association.


COVERAGE

Generally, individuals will be protected by the California Life and Health 
Insurance Guaranty Association if they live in this state and are insured under 
a health insurance contract or an annuity, or if they are insured under a group 
insurance contract, issued by a member insurer. The beneficiaries, payees or 
assignees of the insured persons are protected as well, even if they live in 
another state.


EXCLUSIONS FROM COVERAGE

However, persons holding such contracts are not protected by this Association 
if:

-  they are eligible for protection under the laws of another state (this may 
   occur when the insolvent insurer was incorporated in another state whose 
   guaranty association protects insureds who live outside that state);
-  the insurer was not authorized to do business in this state when it issued 
   the policy or contract;
-  their policy was issued by a health care service plan (HMO), Blue Cross, 
   Blue Shield, a charitable organization, a fraternal benefit society, a 
   mandatory state pooling plan, a mutual assessment company, an insurance 
   exchange, or a grants and annuities society.

The association also does NOT provide coverage for:

-  any policy or portion of a policy which is not guaranteed by the insurer or 
   for which the individual has assumed the risk, such as a variable contract 
   sold by prospectus;
-  any policy of reinsurance (unless an assumption certificate was issued);
-  interest rate yields that exceed the average rate specified in the law;
-  any portion of a contract that provides dividends or experience rating 
   credits;
-  synthetic guaranteed interest contracts;
-  unallocated annuity contracts; that is, contracts which are not issued to 
   and owned by an individual and which guarantee rights to group 
   contractholders, not individuals;
-  employer and association plans, to the extent they are self-funded or 
   uninsured.


LIMITS ON AMOUNT OF COVERAGE

The Act also limits the amount the Association is obligated to pay as follows:

-  80% of what the life insurance company would owe under a life policy or 
   annuity contract up to $100,000 in cash surrender values;
-  $100,000 in present value of annuities;
-  $250,000 in life insurance death benefits;
-  a maximum of $250,000 for any one insured life no matter how many policies 
   and contracts there were with the same company, even if the policies 
   provided different types of coverages.


PREMIUM SURCHARGE

Member insurers are required to recoup assessments paid to the Association by 
way of a surcharge on premiums charged for health insurance policies to which 
the Act applies.