<PAGE>

    Description of Issuance, Transfer and Redemption Procedures for Contracts
                     Offered by the Separate Account SPVL of
                 First Allmerica Financial Life Insurance Company
                        Pursuant to Rule 6e-3(T)(b)(12)(ii)
                      under the Investment Company Act of 1940

The Separate Account SPVL ("Separate Account") of First Allmerica Financial
Life Insurance Company ("Company") is registered under the Investment Company
Act of 1940 ("1940 Act") as a unit investment trust. Within the Separate
Account are SEVENTEEN Sub-Accounts. Procedures apply equally to each
subaccount and for purposes of this description are defined in terms of the
Separate Account, except where a discussion of both the Separate Account and
the individual Sub-Accounts is necessary. Each Sub-Account invests in shares
of a corresponding investment division of the Delaware Group Premium Fund,
Inc. ("Fund") which is a "series" type of mutual fund registered under the
1940 Act. The investment experience of a Sub-Account of the Separate Account
depends on the market performance of its corresponding investment division.
Although modified single payment variable life insurance Contracts funded
through the Separate Account may also provide for fixed benefits supported by
the Company's General Account, this description assumes that net payments are
allocated exclusively to the Separate Account and that all transactions
involve only the Sub-Accounts of the Separate Account, except as otherwise
explicitly stated herein.

I. "PUBLIC OFFERING PRICE": PURCHASE AND RELATED TRANSACTIONS -- SECTION 22(d)
   AND RULE 22C-L

     This section outlines Contract provisions and administrative procedures
     which might be deemed to constitute, either directly or indirectly, a
     "purchase" transaction. Because of the insurance nature of the Contracts,
     the procedures involved necessarily differ in certain significant respects
     from the purchase procedures for mutual funds and annuity plans. The chief
     differences revolve around the structure of the cost of insurance charges
     and the insurance underwriting process. Certain Contract provisions, such
     as reinstatement and loan repayment, do not result in the issuance of a
     Contract but require certain payments by the Contract Owner and involve a
     transfer of assets supporting Contract reserve into the Separate Account.

     a.   INSURANCE CHARGES AND UNDERWRITING STANDARDS

     The Contracts are designed as modified single payment variable life
     insurance polices. The total of all payments paid can never exceed the then
     current maximum payments determined by Internal Revenue Service rules. If
     at any time a payment is paid which would result in total payments
     exceeding the current maximum payment limitations, the Company will return
     the amount in excess of such maximums to the Contract owner.

     The Contract will remain in force so long as the Contract value less any
     outstanding debt is sufficient to pay certain monthly charges imposed in
     connection with the Contract. Cost of insurance charges for the Contracts
     will not be the same for all Contract Owners. The insurance principle of
     pooling and distribution of mortality risks is based upon the assumption
     that each Contract Owner pays a cost of insurance charge commensurate with
     the Insured's mortality risk, which is actuarially determined based upon
     factors such as age and health. In the context of life insurance, a uniform
     mortality charge (the "cost of insurance charge") for all Insured's would
     discriminate unfairly in favor of those Insured's representing greater
     mortality risks to the disadvantage of those representing lesser risks.
     Accordingly, there will be a different "price" for each actuarial
     category of Contract Owners because different cost of insurance rates
     will apply. Accordingly, while not all Contract Owners will be subject
     to the same cost of insurance rate, there will be a single "rate" for
     all Contract Owners in a given actuarial category. The Contracts will
     be offered and sold pursuant to the Company's underwriting standards
     and in accordance

                                      1

<PAGE>

     with state insurance laws. Such laws prohibit unfair discrimination
     among Insureds, but recognize that payments must be based upon
     factors such as age, health and occupation. Tables showing the maximum
     cost of insurance charges will be delivered as part of the Contract.

     b.   APPLICATION AND INITIAL PAYMENT PROCESSING

     Payments are payable only to the Company, and may be mailed to the
     Principal Office or paid through an authorized agent of the Company. All
     payments are credited to the Separate Account or General Account as of date
     of receipt at the Principal Office.

     The Contract requires a single payment of at least $25,000 on or before the
     date of issue. The initial payment is used to determine the face amount of
     the Policy, by treating the initial payment as equal to 100% of the
     Guideline Single Premium. The Contract owner may indicate the desired Face
     Amount on the application. If the Face Amount specified exceeds 100% of the
     Guideline Single Premium for the amount of the payment, the Application
     will be amended and a Contract with a higher Face Amount will be issued.

     Additional payments of at least $10,000 may be made as long as the total
     payments do not exceed the maximum payment specified in the Contract. The
     total of all payments can never exceed the then-current maximum payment
     limitation determined by Internal Revenue Service rules. Where total
     payments would exceed the current maximum payment limits, the Company will
     only accept that part of a payment which will make total payments equal the
     maximum. The Company will return any part of a payment that is greater than
     that amount. However, the Company will accept a payment needed to prevent
     Contract lapse during a contract year.

     Upon receipt of a completed application from a prospective Contract Owner,
     the Company will follow certain insurance underwriting procedures designed
     to determine whether the proposed Insured is insurable. This process may
     involve such verification procedures as medical examinations and may
     require that further information be provided by the proposed Contract Owner
     before a determination can be made. A Contract cannot be issued until this
     underwriting procedure has been completed.

     If at the time of Application a prospective Contract Owner makes a payment,
     the Company will provide fixed conditional insurance in the amount of
     insurance applied for, up to a maximum of $500,000, pending underwriting
     approval. If the application is approved, the Contract will be issued as of
     the date of the underwriting approval. If the prospective Contract Owner
     does not wish to make any payment until the Contract is issued, upon
     delivery of the Contract the Company will require payment of sufficient
     payment to place the insurance in-force.

     Pending completion of insurance underwriting and Contract issuance
     procedures, the initial payment will be held in the Company's General
     Account. If the application is approved and the Contract is issued and
     accepted, the initial payment held in the General Account will be credited
     with interest not later than the date of receipt of the payment at the
     Company's Principal Office. Not later than three days of underwriting
     approval of the Contract, the amounts held in the Company's General Account
     will be allocated to the Sub-Accounts according to Contract Owner's
     instructions; provided, however, that if the contract is issued in a full
     refund state, the Sub-Account investments will initially be allocated to
     the Money Market Fund and thereafter transferred according to the Contract
     Owner's instructions at the end of the free look period. Amounts remaining
     in the General Account will continue to be credited interest from date of
     receipt of the payment at the Principal Office. If a Contract is not
     issued, the payments will be returned to the Applicant without interest
     unless the Contract Owner has elected on the application to instead receive
     an Annuity Contract.


                                     2

<PAGE>

     These processing procedures are designed to provide insurance, starting
     with the date of the application, to the proposed Contract Owner in
     connection with payment of the initial payment and will not dilute any
     benefit it payable to any existing Contract Owner. Although a Contract
     cannot be issued until the underwriting process has been completed, the
     proposed Contract Owner will receive immediate insurance coverage, if the
     proposed Contract Owner has paid an initial payment and proves to be
     insurable. If the initial payment is not paid with the application,
     variability of benefits will commence within three days of underwriting
     approval, subject to the restrictions indicated above. The Company will
     require that the Contract be delivered within a specific delivery period to
     protect itself against anti-selection by the prospective Contract Owner
     resulting from a deterioration of the health of the proposed Insured.

     c.   PAYMENT ALLOCATIONS

     The Contract Owner may allocate net payments among the Company's General
     Account and the Sub-Accounts of the Separate Account. Each Sub-Account of
     the Separate Account invests its assets in shares of a corresponding
     Underlying Fund. Purchases and redemptions of such shares are made at net
     asset value, with no deduction for sales load.

     Payments allocated to a Sub-Account, transfers to that Sub-Account, and
     reserve adjustment transfers, if any, will be netted as of each valuation
     date against amounts withdrawn from the Sub-Account in connection with
     Contract surrenders, partial withdrawals, transfers, and death benefits, as
     well as the asset charge and amounts paid to the Company in lieu of taxes,
     if any. A net purchase or sale of Underlying Fund shares will be made for a
     Sub-Account at net asset value. All income, dividends and realized gain
     distributions of a Underlying Fund will be reinvested in shares of the
     respective Underlying Fund at net asset value. Valuation dates currently
     occur on each day on which the New York Stock Exchange is open for trading,
     and on such other days where there is a sufficient degree of trading in a
     Underlying Fund's securities such that the current net asset value of the
     Sub-Accounts may be materially affected.

     The Contract Owner may change the allocation of net payments without charge
     at any time by providing written notice to the Principal Office. The change
     will be effective as of the date of receipt of the notice at the Principal
     Office. The Contract Owner may transfer amounts among all of the
     Sub-Accounts and the General Account, subject to certain restrictions.

     d.   REPAYMENT OF LOAN

     The Contract Owner may borrow money secured by Contract Value. The total
     amount the Contract Owner may borrow is the Loan Value. The Loan Value is
     90% of the Contract Value minus any surrender charges.

     The minimum loan is $1,000. The maximum loan is the Loan Value minus any
     outstanding loans. The Company will usually pay the loan within seven days
     after the Company receives a written request for the loan. The Company will
     allocate the loan among the Sub-Accounts and the Fixed Account according to
     the Contract Owner's instructions. If the Contract Owner does not make an
     allocation, the Company will make a pro-rata allocation among the
     Sub-Accounts and Fixed Account. The Company will transfer Contract Value in
     each Sub-Account, equal to the Contract loan amount, to the Fixed Account.
     The Company will not count this transfer as a transfer subject to the
     transfer charge, described below. Contract Value equal to the outstanding
     loan amount will earn monthly interest in the Fixed Account at an annual
     rate of at least 4.0%.

                                         3

<PAGE>

     Contract loans will permanently affect the Contract Value and Surrender
     Value, and may permanently affect the Death Benefit. The effect could be
     favorable or unfavorable, depending on whether the investment performance
     of the Sub-Accounts is less than or greater than the interest credited to
     the Contract Value in the Fixed Account that secures the loan. A loan made
     under the Contract may be repaid with an amount equal to the original loan
     plus loan interest.

     When a loan is made, the Company will transfer from each Sub-Account of the
     Separate Account to the General Account an amount of that Sub-Account's
     Contract value equal to the loan amount allocated to the Sub-Account. Since
     the Company will credit such assets with interest at a rate that is below
     the interest rate charged on the loan, the difference will be retained by
     the Company to cover certain expenses and contingencies. Upon repayment of
     debt, the Company will reduce the Contract value in the general account
     attributable to the loan and transfer assets supporting corresponding
     reserves to the Sub-Accounts according to either Contract Owner's
     instruction or, if none, the payment allocation percentages then in effect.
     Loan repayments allocated to the Separate Account cannot exceed Contract
     value previously transferred from the Separate Account to secure the debt.

     If the surrender value is insufficient to cover the next monthly deduction
     plus loan interest accrued, or if Contract debt exceeds the Contract value
     less surrender charges, the Company will notify the Contract Owner and any
     assignee of record. The Contract Owner will then have a grace period of 62
     days, measured from the date the notice is mailed, to make sufficient
     payments to prevent termination.

     Failure to make a sufficient payment within the grace period will result in
     termination of the Contract without any Contract value. The death benefit
     payable during the grace period will be reduced by any overdue charges. If
     the Insured dies during the grace period, the death proceeds will still be
     payable, but any monthly deductions due and unpaid through the Contract
     month in which the Insured dies will be deducted from the death proceeds.

     If the Contract has not been surrendered and the Insured is alive, the
     terminated Contract may be reinstated anytime within three years after the
     date of default by submitting the following to the Company: (1) a written
     application for reinstatement; (2) evidence of insurability satisfactory to
     the Company; and (3) a payment that is large enough (a) to cover the cost
     of all contract charges that were due and unpaid during the grace period,
     (b) to keep the contract in force for three months, and (c) to reinstate
     any loan against the Contract that existed at the end of the grace period.

     The Contract value on the date of reinstatement is the net payment paid to
     reinstate the Contract increased by interest from the date the payment was
     received at the Company's Principal Office; plus an amount equal to the
     Contract value less debt on the date of default minus the monthly deduction
     due on the date of reinstatement. The surrender charge on the date of
     reinstatement is the surrender charge which was in effect on the date
     of default.

     PREFERRED LOAN OPTION - Any portion of the Outstanding Loan that represents
     earnings in the Contract, a loan from an exchanged life insurance policy
     that was as carried over to the Contract, or the gain in the exchanged life
     insurance policy that was carried over to the Contract may be treated as a
     preferred loan. The available percentage of the gain carried over from an
     exchanged policy less any policy loan carried over which will be eligible
     for preferred loan treatment is as follows:

<TABLE>
<CAPTION>
<S>              <C>       <C>      <C>        <C>       <C>       <C>       <C>       <C>     <C>       <C>        <C>
Beginning         1        2         3         4          5          6         7         8        9        10        11
of Contract
Year
-------------- -------- -------- ---------  --------  ---------- --------- ---------  -------  -------- --------- ---------
Unloaned          0%      10%       20%       30%        40%        50%       60%       70%      80%       90%      100%
Gain
Available
</TABLE>

                                          4

<PAGE>

     The guaranteed annual interest rate credited to the Contract Value securing
     a preferred loan will be at least 5.5%.

     Interest accrues daily at the annual rate of 6.0%. Interest is due and
     payable in arrears at the end of each Contract year or for as short a
     period as the loan may exist. Interest not paid when due will be added to
     the Outstanding Loan by transferring Contract Value equal to the interest
     due to the Fixed Account. The interest due will bear interest at the same
     rate.

     e.    CORRECTION OF MISSTATEMENT OF AGE

     If the Insured's age or sex is not correctly stated in the Contract
     application, the Company will adjust benefits under the Contract to reflect
     the correct age and sex. The adjustment will be based upon the ratio of the
     maximum payment for the Contract to the maximum payment for the Contract
     issued for the correct age or sex. The Company will not reduce the Death
     Benefit to less than the Guideline Minimum Sum Insured. For a unisex
     Contract, there is no adjusted benefit for misstatement of sex.

     f.    CONTESTABILITY

     A Contract is contestable for two years, measured from the issue date, for
     material misrepresentations made in the initial application for the
     Contract. Contract changes may be contested for two years after the
     effective date of a change, and a reinstatement may be contested for two
     years after the effective date of reinstatement. No statement will be used
     to contest a Contract unless it is contained in an application.

     g.    REDUCTION IN COST OF INSURANCE RATE CLASSIFICATION

     By administrative practice, the Company will reduce the cost of insurance
     rate classification for an outstanding Contract if new evidence of
     insurability demonstrates that the Contract Owner qualifies for a lower
     classification. After the reduced rating is determined, the Contract Owner
     will pay a lower monthly cost of insurance charge each month.

     II.   "REDEMPTION PROCEDURE": SURRENDER AND RELATED TRANSACTIONS

     The Contracts provide for the payment of monies to a Contract Owner or
     beneficiary upon presentation of a Contract. Generally except for the
     payments of death proceeds, the imposition of cost of insurance and
     administrative charges, and the possible effect of a contingent surrender
     charge, the payee will receive a pro rata or proportionate share of the
     Separate Account's assets, within the meaning of the 1940 Act, in any
     transaction involving "redemption procedures". The amount received by the
     payee will depend-upon the particular benefit for which the Contract is
     presented, including, for example, the cash surrender value or death
     benefit. There are also certain Contract provisions (e.g., partial
     withdrawals or the loan privilege) under which the Contract will not be
     presented to the Company but which will affect the Contract Owner's
     benefits and may involve a transfer of the assets supporting the Contract
     reserve out of the Separate Account. Any combined transactions on the same
     day that counteract the effect of each other will be allowed. The Company
     will assume the Contract Owner is aware of the possible conflicting nature
     of the transactions and desires their combined result. If a transaction is
     requested which the Company will not allow (e.g., a request for a decrease
     in face amount) the Company will reject the whole transaction and not just
     the portion which causes the disallowance. The Contract Owner will be
     informed of the rejection and will have an opportunity to give new
     instructions.


                                     5

<PAGE>

        a. FREE LOOK PRIVILEGE - The Contract provides for a free look period
           under the Right to Cancel provision. The Contract Owner has the right
           to examine and cancel the Contract by returning it to the Company or
           one of its representatives on or before the tenth day (or such later
           date as may be required by state law) after the Contract owner
           receives the Contract.

           If the Contract provides for a full refund under its "Right to
           Cancel" provision (as may be required by state law), the refund will
           be the entire Payment. If the Contract does not provide for a full
           refund (as provided by state law), the Contract Owner will receive
           amounts allocated to the Fixed Account, plus the value of the Units
           in the Variable Account, plus all fees, charges and taxes which have
           been imposed.

        b. CONVERSION PRIVILEGE - During the first 24 Contract months after
           the date of issue, subject to certain restrictions, the Contract
           Owner may convert the Contract to a flexible payment fixed Contract
           by transferring all Contract value in the Sub-Accounts to the General
           Account and by simultaneously changing the allocation of future
           payments to the General Account.

        c. CHARGES AND DEDUCTIONS -- The following charges will apply to the
           Contract under the circumstances described. Some of these charges
           apply throughout the Contract's duration.

           MONTHLY DEDUCTIONS - On the Monthly Processing Date, the Company will
           deduct an amount to cover charges and expenses incurred in connection
           with the Contract. This Monthly Deduction will be deducted by
           subtracting values from the Fixed Account accumulation and/or
           canceling Units from each applicable Sub-Account in the ratio that
           the Contract Value in the Sub-Account bears to the Contract Value.
           The amount of the Monthly Deduction will vary from month to month. If
           the Contract Value is not sufficient to cover the Monthly Deduction
           which is due, the Contract may lapse. The Monthly Deduction is
           comprised of the following charges:

           -    Maintenance Fee: The Company will make a deduction of $2.50
                from any Contract with less than $100 in Contract Value to cover
                charges and expenses incurred in connection with the Contract.
                This charge is to reimburse the Company for expenses related to
                issuance and maintenance of the Contract. The Company does not
                intend to profit from this charge.

           -    Administration Charge: The Company imposes a monthly charge at
                an annual rate of 0.20% of the Contract Value. This charge is to
                reimburse us for administrative expenses incurred in the
                administration of the Contract. It is not expected to be a
                source of profit.

           -    Monthly Insurance Protection Charge: Immediately after the
                Contract is issued, the Death Benefit will be greater than the
                Payment. While the Contract is in force, prior to the Final
                Payment Date, the Death Benefit will generally be greater than
                the Contract Value. To enable the Company us to pay this excess
                of the Death Benefit over the Contract Value, a monthly cost of
                insurance charge is deducted. This charge varies between an
                annual rate of 0.20% and 2.50% of the Contract Value depending
                on the type of Contract and the Underwriting Class. In no event
                will the current deduction for the cost of insurance exceed the
                guaranteed maximum insurance protection rates set forth in the
                Contract. These guaranteed rates are based on the Commissioners
                1980 Standard Ordinary Mortality Tables, Tobacco User or
                Non-Tobacco User (Mortality Table B for unisex Contracts and
                Mortality Table D for second-to-die Contracts) and the Insured's
                sex and age. The Tables used for this purpose set
                forth-different mortality estimates for males and females and
                for tobacco user and non-tobacco user. Any change in the
                insurance protection rates will apply to all Insured of the same
                age, sex and Underwriting Class whose Contracts have been in
                force for the same period.


                                         6
<PAGE>

                The Underwriting Class of an Insured will affect the insurance
                protection rate. The Company currently place Insureds into
                standard Underwriting Classes and non-standard Underwriting
                Classes. The Underwriting Classes are also divided into two
                categories: tobacco user and non- tobacco user. The Company will
                place Insureds under the age of 18 at the Date of Issue in a
                standard or non-standard Underwriting Class. The Company will
                then classify the Insured as a non-tobacco user.

            -   Distribution Expense: During the first ten Contract years, the
                Company makes a monthly deduction to compensate for a portion of
                the sales expense which are incurred by us with respect to the
                Contracts. This charge is equal to 0.90% of the Contract Value.

            -   Federal & State Payment Tax Charge: During the first Contract
                year, the Company makes a monthly deduction equal to 1.50% on an
                annual basis to compensate the Company for the increase in
                federal tax liability from the application of Section 848 of the
                Internal Revenue Code and to offset the average payment tax the
                Company is expected to pay to various state and local
                jurisdictions but will not necessarily equal the payment tax
                paid by us for a particular Contract. The Company expects to pay
                an average payment tax of approximately 2.5% of payments in all
                states, although such rates can generally range from 0% to 4%.
                The Company does not intend to profit from the payment tax
                portion of this charge.

                DAILY DEDUCTIONS - The Company assesses each Sub-Account with
                a charge for mortality and expense risks. Fund expenses are
                also reflected in the Variable Account.

            -   Mortality and Expense Risk Charge: The Company imposes a daily
                charge at a current annual rate of 0.90% of the average daily
                net asset value of each Sub-Account.

            -   Fund Expenses - The value of the Units of the Sub-Accounts
                will reflect the investment advisory fee and other expenses of
                the Funds whose shares the Sub-Accounts purchase.

                No charges are currently made against the Sub-Accounts for
                federal or state income taxes. Should income taxes be imposed,
                the Company may make deductions from the Sub-Accounts to pay the
                taxes.

           SURRENDER CHARGE - The Contract's contingent surrender charge is a
           deferred sales charge and an unrecovered payment tax charge. The
           deferred sales charge compensates us for distribution expenses,
           including commissions to our representatives, advertising and the
           printing of prospectuses and sales literature. The unrecovered
           payment tax charge is designed to reimburse us for the unrecovered
           federal and state taxes the Company has paid.

<TABLE>
<CAPTION>
<S>                <C>       <C>      <C>        <C>       <C>       <C>       <C>       <C>     <C>       <C>
Contract             1          2        3         4         5        6         7        8         9        10+
Year*

Surrender          10.00%     9.25%    8.50%     7.75%     7.00%    6.25%     4.75%    3.25%     1.50%      0%
 Charge
---------------- ---------- --------- -------- --------- --------- -------- --------- -------- --------- ---------
</TABLE>

           PARTIAL WITHDRAWAL COSTS - For each partial withdrawal, the Company
           deducts a transaction fee of 2.0% of the amount withdrawn, not to
           exceed $25. This fee reimburses the Company for the cost of
           processing the withdrawal. A partial withdrawal charge may also be
           deducted from Contract Value. However, in any Contract year, you may
           withdraw, without a partial withdrawal charge, up to 10% of the
           Contract Value minus the total of any prior free withdrawals in the
           same Contract year ("Free 10% Withdrawal).

                                              7

<PAGE>

           The right to make the Free 10% Withdrawal is not cumulative from
           Contract year to Contract year. For example, if only 8% of Contract
           Value were withdrawn in the second contract year, the amount which
           could be withdrawn in future Contract years would not be increased by
           the amount the Contract Owner did not withdraw in the second Contract
           year.

           TRANSFER CHARGES - The first 12 transfers in a Contract year are
           free. After that, the Company may deduct a transfer charge not to
           exceed $25 from amounts transferred in that Contract year. If the
           Contract Owner applies for automatic transfers, the first automatic
           transfer counts as one transfer. Each future automatic transfer is
           without charge and does not reduce the remaining number of transfers
           that may be made without charge. Each of the following transfers of
           Contract Value from the Sub-Accounts to the Fixed Account is free and
           does not count as one of the 12 free transfers in a Contract year:

              - A conversion within the first 24 months from Date of Issue;
              - A transfer to the Fixed Account to secure a loan; and
              - A transfer from the Fixed Account as a result of a loan
                repayment.

     d.    DEATH BENEFIT

           The death benefit is the greater of the face amount or Guideline
           Minimum Sum Insured. The Company will pay a net death benefit to the
           beneficiary within seven days after receipt at its Principal Office
           of the Contract, due proof of death of the Insured, and all other
           requirements necessary to make payment. For second-to-die Contracts,
           the net death benefit is payable on the death of the last surviving
           Insured; there is no net death benefit payable on the death of the
           first Insured to die. The Company will normally pay the net death
           benefit within seven days of receiving due proof of the Insured's
           death, but the Company may delay payment of net death benefits. The
           Beneficiary may receive the net death benefit in a lump sum or under
           a payment option, unless the payment option has been restricted by
           the Contract Owner.

           Before the final payment date, the net death benefit is the death
           benefit minus any outstanding loan, rider charges and monthly
           deductions due and unpaid through the Contract month in which the
           Insured dies, as well as any partial withdrawals and surrender
           charges. After the final payment date, the net death benefit is the
           Contract value minus any outstanding loan. In most states, the
           Company will compute the net death benefit on the date it receives
           due proof of the Insured's death.

           Guaranteed Death Benefit Rider - If at the time of issue the Contract
           Owner has made purchase payments equal to 100% of the Guideline
           Single Premium, a Guaranteed Death Benefit Rider will be added to the
           Contract at no additional charge. If the Guaranteed Death Benefit
           Rider is in effect on the Final Payment Date, a guaranteed Net Death
           Benefit will be provided thereafter unless the Guaranteed Death
           Benefit Rider is terminated, as described below. The guaranteed Net
           Death Benefit will be:

             -  the GREATER of (a) the Face Amount as of the Final Payment
                Date or (b) the Contract Value as of the date due proof of death
                is received by the Company,
             -  REDUCED by the Outstanding Loan, if any, through the contract
                month in which the Insured dies.


                                       8

<PAGE>

           The Guaranteed Death Benefit Rider will terminate (and may not be
           reinstated) on the first to occur of the following:

              -   Foreclosure of the Outstanding Loan, if any; or
              -   A request for a partial withdrawal or preferred loan after the
                  Final Payment Date; or
              -   Upon your written request.

           GUIDELINE MINIMUM SUM INSURED - The Guideline Minimum Sum Insured is
           a percentage of the Contract Value. The guideline minimum sum insured
           is computed based on federal tax regulations to ensure that the
           Contract qualifies as a life insurance contract and that the
           insurance proceeds will be excluded from the gross income of the
           Beneficiary.

                             GUIDELINE MINIMUM SUM INSURED

             Age of Insured                             Percentage of
            On Date of Death                            Contract Value
            ----------------                            --------------
            40 and under..............................       265%
            45........................................       230%
            50........................................       200%
            55........................................       165%
            60........................................       145%
            65........................................       135%
            70........................................       130%
            75........................................       120%
            80........................................       120%
            85........................................       120%
            90........................................       110%
            91........................................       108%
            92........................................       106%
            93........................................       105%
            94........................................       105%
            95........................................       105%
            96........................................       104%
            97........................................       103%
            98........................................       102%
            99 and above..............................       100%


            For the ages not listed, the progression between the listed
            ages is linear.

         The Company will make payment of the death proceeds out of its general
         account, and will transfer assets from the Separate Account to the
         general account in an amount equal to the reserve in the Separate
         Account attributable to the Contract. The excess, if any, of the death
         proceeds over the amount transferred will be paid out of the general
         account reserve maintained for that purpose.

     e.  TRANSFERS AMONG SUBACCOUNTS

         The Contracts permit net payments to be allocated either to the
         Company's General Account or to the Sub-Accounts of the Separate
         Account. Each Sub-Account invests exclusively in a corresponding
         investment portfolio ("Underlying Fund") of AIT, Fidelity VIP, Fidelity
         VIP II, DGPF, or T. Rowe. Subject to the consent of the Company, the
         Contract Owner may transfer amounts among all of the Sub-Accounts and
         between the Sub-Accounts and the General Account, subject to certain
         restrictions.

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         The Contract Owner may apply for automatic transfers from the
         Sub-Accounts which invest in the Government Bond Fund or the Money
         Market Fund to one or more of the other Sub-Accounts. Automatic
         transfers may be made at intervals of one, three, six or twelve months.
         Each automatic transfer must be at least $100. If the Sub-Account from
         which the automatic transfer is to be made is reduced to $0 (zero), the
         automatic transfer will cease. The Contract Owner must then reapply for
         any future automatic transfers. The Contract Owner may also apply for
         automatic account rebalancing, in order to reallocate Contract Value
         among the Sub-Accounts at intervals of one, two, three, six or twelve
         months. The Fixed Account is not included in the automatic account
         rebalancing.

         The first 12 transfers in a Contract year are free. Thereafter, the
         Company will deduct a transfer charge not to exceed $25 from amounts
         transferred in that Contract year. The first automatic transfer counts
         as one transfer toward the 12 free transfers allowed in each Contract
         year. Each subsequent automatic transfer is free and does not reduce
         the remaining number of transfers that are free in a Contract year. Any
         transfers made for a conversion privilege, Contract loan or material
         change in investment Contract will not count toward the 12 free
         transfers.

         The transfer privilege is subject to the Company's consent. The Company
         reserves the right to impose limits on transfers including, but not
         limited to, the:

         -  Minimum amount that may be transferred;
         -  Minimum amount that may remain in a Sub-Account following
            a transfer from that Sub-Account;
         -  Minimum period between transfers involving the Fixed Account; and
         -  Maximum amounts that may be transferred from the Fixed Account.

   f.     SURRENDER FOR CASH VALUES

         The Company will generally pay the net cash surrender value from the
         Sub-Accounts within seven days after receipt, at its Principal Office,
         of the Contract and a signed request for surrender (amounts payable
         form Fixed Account allocations may be postponed for no more than 6
         months). Computations with respect to the investment experience of each
         Sub-Account will be made at the close of trading of the New York Stock
         Exchange on each day in which the degree of trading in the
         corresponding portfolio might materially affect the net return of the
         Sub-Account and on which the Company is open. This will enable the
         Company to pay a net cash value on surrender based on the next computed
         value after the surrender request is received. For valuation purposes,
         the surrender is effective on the date the Company receives the request
         at its Principal Office (although insurance coverage ends the day the
         request is mailed).

         The Contract value (equal to the value of all accumulations in the
         Separate Account) may increase or decrease from day to day depending on
         the investment experience of the Separate Account. Calculation of the
         Contract value for any given day will reflect the actual payments,
         expenses charged and deductions taken.

     g.  DEFAULT AND OPTIONS ON LAPSE

         The duration of insurance coverage depends upon the Contract value
         being sufficient to cover the monthly deductions plus loan interest
         accrued. If the surrender value at the beginning of a month is less
         than the deductions for that month plus loan interest accrued, a grace
         period of 62 days will begin. Written notice will be sent to the
         Contract Owner and any assignee on the Company's records stating that
         such a grace period has begun and giving the amount of payment
         necessary to prevent termination.


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         If sufficient payment is not received during the grace period, the
         Contract will terminate without value. Notice of such termination will
         be sent to the owner and any assignee. If the Insured should die during
         the grace period, an amount sufficient to cover the overdue monthly
         deductions and other charges will be deducted from the death proceeds.


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