<PAGE>

DRAFT 9  (6/14/00)


             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                               440 LINCOLN STREET
                               WORCESTER, MA 01653
                                [1-800-533-7881]

Group Policy No. [9999999]

Policyholder:  [The ABC Employment Company]

Policy Delivered in and Governed by the Laws of:  [Massachusetts]

Date of Issue:  [October 1, 2000]

[THE CERTIFICATE VALUE, WHEN BASED ON THE INVESTMENT PERFORMANCE OF THE VARIABLE
ACCOUNT, MAY INCREASE OR DECREASE AND IS NOT GUARANTEED AS TO A FIXED DOLLAR
AMOUNT. PLEASE REFER TO THE VARIABLE ACCOUNT SECTION FOR ADDITIONAL INFORMATION.
WE AGREE TO PAY THE BENEFITS OF THE CERTIFICATE IN ACCORDANCE WITH ITS TERMS.]

[The value in the Fixed Account will accumulate at a rate which will not be less
than 4% a year; [__%] on Certificate Value subject to a Preferred Loan.
Additional interest in excess of the guaranteed rate may be credited at our
discretion.]

THE AMOUNT OF THE DEATH BENEFIT AND THE LENGTH OF TIME A CERTIFICATE WILL REMAIN
IN FORCE MAY BE VARIABLE OR FIXED AS DESCRIBED IN THE BENEFIT PROVISION OF THE
CERTIFICATE. THE METHOD FOR DETERMINING THE AMOUNT OF THE DEATH BENEFIT IS FOUND
IN THE DEATH BENEFIT PROVISION.

RIGHT TO EXAMINE: Any Certificate issued under this Policy may be returned by
mailing or delivering the Certificate to the Principal Office or to an agent of
the Company within ten days after receiving it or 45 days after completion of
the Enrollment Form, if any. If returned, the insurance shown in the Certificate
will be considered void from the beginning, and the Company shall refund the sum
of (1) the difference between any payments made, including any fees or other
charges, and the amounts allocated to the Variable Account, (2) the value of the
amounts allocated to the Variable Account on the date the returned Certificate
is received at the Principal Office, and (3) any fees or other charges imposed
on the amounts allocated to the Variable Account.

This is a legal contract between the Policyholder and Allmerica Financial Life
Insurance and Annuity Company (the Company). The Company agrees, in accordance
with the provisions of this Policy, to pay benefits to the extent required by
this Policy, to those persons entitled to such benefits.

Executed at Dover, Delaware


Secretary                        President

              GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Death benefits payable in the event of an Insured's death prior to Final Payment
Date. Adjustable death benefits may be increased or decreased. Coverage may
expire prior to the Final Premium Payment Date if premiums paid or the earnings
credited are insufficient to continue coverage to such date. Coverage to the
Final Payment Date and Amount of Certificate Value Not Guaranteed. Some benefits
reflect investment results. Flexible premiums payable to Final Premium Payment
Date. Nonparticipating.


                                      -1-
<PAGE>

                                TABLE OF CONTENTS


           Cover                                                           1
           Specifications Page                                             3
           Riders/Endorsements                                             3
           Charges                                                         4
           Definitions                                                     8
           Eligibility                                                     9
           General Terms                                                  10
           Certificate Owner and the Beneficiary                          11
           Termination of Policy                                          12
           Termination of Insurance Certificate                           14
           Premiums                                                       16
           Grace Period                                                   17
           Certificate Value                                              17
           Variable Account                                               18
           Fixed Account                                                  19
           Transfers of Value
           [Automatic Rebalancing Option]
           [Dollar Cost Averaging Option]                                 21
           Certificate Loans
           Surrender and Partial Withdrawals
           Payments & Deferrals
           Death Benefit
           [Refund of Sales Load]

           Payment of Benefits





                                      -2-
<PAGE>

                               SPECIFICATIONS PAGE


[EMPLOYER:        The ABC Employment Company]

ELIGIBLE CLASSES OF [[EMPLOYEE]S]:  [All full-time [Employee]s]

MINIMUM FACE AMOUNT:       [$50,000]

MINIMUM INCREASE AMOUNT:   [$1,000 - $10,000]

MINIMUM DECREASE AMOUNT:   [$1,000 - $10,000]

MINIMUM PARTIAL WITHDRAWAL AMOUNT:  [$500]

MORTALITY TABLE: 1980 CSO Mortality Table Age Last Birthday, [Smoker, Non-Smoker
or Unismoker, Male, Female or Unisex (Table B)] (or appropriate increases in
such tables for non-standard risks). For Insureds under age 18, [the mortality
table used is the 1980 CSO Mortality Table Age Last Birthday [Male, Female or
Unisex (Table B)] (or appropriate increases in such table for non-standard
risks).]

MINIMUM GUARANTEED INTEREST RATE: [4%] a year

MAXIMUM CERTIFICATE LOAN INTEREST RATE: [5.5%] a year in arrears

Variable ACCOUNT INVESTMENT PROVISION

         Separate Accounts (s) _____

         Sub-Accounts [1-5]:
         Number of Notification Days:  [15]
         Investment Date:  [any business day]
         Liquidity Date(s):  [last business day of each calendar quarter]
         Availability of Funds:  [15 business days after the Liquidity Date(s)]

         Sub-Accounts [6-10]:
         Number of Notification Days:  [0]
         Investment Date:  [daily]
         Liquidity Dates(s):  [daily]
         Availability of Funds:  [1 business day after the Liquidity Date(s)]

         Separate  Accounts(s) ____

         Sub-Accounts [11-15]:
         Number of Notification Days:  [0]
         Investment Date:  [daily]
         Liquidity Date(s):  [daily]
         Availability of Funds:  [2 business days after the Liquidity Date(s)]


                                      -3-
<PAGE>

         Sub-Accounts [16-20]:
         Number of Notification Days:  [20]
         Investment Date:  [Monday of each week]
         Liquidity Date(s):  [last business day of each month]
         Availability of Funds:  [10 business days after the Liquidity Date(s)]

                                     CHARGES

PREMIUM EXPENSE CHARGE: [2%]

         [Includes the following:

                  [PREMIUM TAX CHARGE: [A charge calculated to approximate the
                  aggregate taxes imposed on the Company by the state in which
                  the [Policyholder's Home Office is located] [Certificate Owner
                  resides] [Insured resides] based on Certificate premium
                  received by the Company.]]

                  [FEDERAL TAX CHARGE: [1%]]

                  [DISTRIBUTION CHARGE: [5%]]]

                           [Year 1 - X%
                            Years 2 through 4 - Y%
                            Years 5 through 7 - Z%
                            Years 8 and after - A%]
MONTHLY COST OF INSURANCE CHARGES:  [See Page [7]]

ADMINISTRATIVE CHARGE: [$5] per month for each Certificate.

MONTHLY EXPENSE CHARGE: [varies by Certificate]

VARIABLE ACCOUNT MORTALITY AND EXPENSE RISK CHARGE: [The Owner will be assessed
a charge each month [based on the prior month's Variable Account Certificate
Value] not to exceed: (1) 1/12 of 0.75% of the Variable Account Certificate
Value for the mortality and expense risks assumed by us during the first 120
months the Certificate is in force; (2) 1/12 of 0.50% of the Variable Account
Certificate Value for the mortality and expense risks assumed by us during the
next 120 months the Certificate is in force; and (3) 1/12 of 0.30% on an annual
basis thereafter.] [One-twelfth of the charge, currently [.90%] on an annual
basis, applied each month to the prior month's Sub-Account value. This charge
may not exceed [.90%] on an annual basis.]

[One-twelfth of the annual charge shall be deducted on the monthly processing
date of each Certificate from the Certificate values in the Variable Account(s).
The charge is determined based on the assets in the Variable Account(s) as of
the prior month's Variable Account Certificate Value. The Mortality and Expense
Risk Charges are shown in the Table below. This charge may not exceed [.53%] on
an annual basis.]


                                      -4-
<PAGE>

<TABLE>
<CAPTION>
                    ASSETS IN VARIABLE ACCOUNTS       ANNUALIZED MORTALITY & EXPENSE RISK
                 <S>                                  <C>
                 $0 - $4,999,999                                     .53%
                 $5,000,000 - 14,999,999                             .48%
                 $15,000,000 - 29,999,999                            .43%
                 $30,000,000 - 49,999,999                            .38%
                 $50,000,000+                                        .33%
</TABLE>

PARTIAL WITHDRAWAL TRANSACTION CHARGES: If the Owner withdraws part of their
funds, we will deduct a 2% withdrawal transaction charge (maximum $25) from the
Certificate Value each time a partial withdrawal is made.


TRANSFER CHARGE: Will not exceed $25[; no charge for the first twelve transfers
in any Certificate Year].

VARIABLE ACCOUNT ADMINISTRATIVE CHARGE: [One-twelfth of the charge currently
[.0%] on an annual basis applied each month to the prior month's Sub-Account
value. This charge may not exceed [.25%] on an annual basis, for up to [10]
Certificate Years.]





                     [ADDITIONAL BENEFITS PROVIDED BY RIDER

FORM NO.              RIDER                        COST OF      PAYABLE
                                                   INSURANCE    TO


END 249P-94           OPTION TO ACCELERATE
                      DEATH BENEFITS
                      ENDORSEMENT


                      INSURED TERM RIDER]



                                      -5-
<PAGE>

                  GUARANTEED MAXIMUM COST OF INSURANCE CHARGES
                          PER $1,000 OF AMOUNT AT RISK

<TABLE>
<CAPTION>
                                 MONTHLY RATE                   MONTHLY RATE

                    AGE           PER $1000          AGE         PER $1000
                    <S>          <C>                 <C>        <C>
                    [35             0.176             70           3.354
                    36              0.187             71           3.682
                    37              0.200             72           4.060
                    38              0.215             73           4.496
                    39              0.233             74           4.984
                    40              0.252             75           5.513
                    41              0.275             76           6.077
                    42              0.297             77           6.666
                    43              0.323             78           7.276
                    44              0.350             79           7.924
                    45              0.380             80           8.635
                    46              0.411             81           9.431
                    47              0.444             82          10.339
                    48              0.480             83          11.373
                    49              0.519             84          12.514
                    50              0.561             85          13.738
                    51              0.610             86          15.022
                    52              0.666             87          16.357
                    53              0.729             88          17.738
                    54              0.800             89          19.172
                    55              0.877             90          20.678
                    56              1.960             91          22.287
                    57              1.047             92          24.063
                    58              1.140             93          26.120
                    59              1.239             94          28.813
                    60              1.350             95          32.818
                    61              1.474             96          39.643
                    62              1.613             97          53.066
                    63              1.772             98          83.333
                    64              1.949             99          83.333]
                    65              2.143
                    66              2.351
                    67              2.573
                    68              2.809
                    69              3.065
</TABLE>

[Male, Age 35, Preferred Non-Smoker Based on 1980 CSO Mortality Table Age Last
Birthday]



                                      -6-
<PAGE>

                     MINIMUM DEATH BENEFIT - OPTIONS 1 AND 2

                      GUIDELINE MINIMUM DEATH BENEFIT TABLE

<TABLE>
<CAPTION>
                  AGE            PERCENTAGE              AGE           PERCENTAGE
               <S>               <C>                 <C>               <C>
               [Thru 40             250%                 60                130%
                  41                243%                 61                128%
                  42                236%                 62                126%
                  43                229%                 63                124%
                  44                222%                 64                122%
                  45                215%                 65                120%
                  46                209%                 66                119%
                  47                203%                 67                118%
                  48                197%                 68                117%
                  49                191%                 69                116%
                  50                185%                 70                115%
                  51                178%                 71                113%
                  52                171%                 72                111%
                  53                164%                 73                109%
                  54                157%                 74                107%
                  55                150%             75 thru 90            105%
                  56                146%                 91                104%
                  57                142%                 92                103%
                  58                138%                 93                102%
                  59                134%                 94                101%
                                                       95-100              100%]
</TABLE>



                                      -7-
<PAGE>

                        MINIMUM DEATH BENEFIT - OPTION 3

                       CASH VALUE ACCUMULATION TEST TABLE

                        PERCENTAGE VARIES BY CERTIFICATE







                                      -8-
<PAGE>

                                   DEFINITIONS

[ACTIVELY AT WORK ON A FULL-TIME BASIS means the [Employee] is performing all of
the regular duties of the [Employee]'s occupation at the [Employee]'s usual
place of employment on a full-time work schedule which is in no way curtailed or
altered because of the [Employee]'s health.]

AGE means how old the Insured is on the last birthday prior to the Certificate
anniversary.

[AMOUNT AT RISK for each Certificate, means the total death benefit, including
the Insured Term Rider, if any, provided by the Certificate less its Certificate
Value.]

ASSIGNEE means the person to whom the Owner transfers ownership of the
Certificate.

BASE AMOUNT means the amount of insurance coverage the Owner elects to buy in
the application, not including the Insured Term Rider. The Base Amount is shown
in the Certificate Specifications Page.

CERTIFICATE means the individual Certificate issued for each Insured describing
the benefits to which the Owner is entitled under this Policy. In the event of
any change in the Policy affecting the benefits under a Certificate, a new
Certificate or Certificate rider will be issued to the Certificate Owner.

CERTIFICATE CHANGE means any change in the Face Amount, the underwriting class,
the addition or deletion of a rider, or a change in the Death Benefit Option.

CERTIFICATE DATE OR DATE OF ISSUE means, with respect to any Insured, the
effective date of that person's coverage. The Certificate Date is stated in the
Certificate Specifications Page for each Insured. Certificate months, years and
anniversaries are measured from this date.

CERTIFICATE OWNER OR OWNER means [the Policyholder.] [the person named in the
Application Form.]

CERTIFICATE VALUE means the sum of the values in the Variable Account and the
Fixed Account.

CERTIFICATE YEAR means a period of 12 months commencing on the same day of the
year as the Certificate Date.

COMPANY means Allmerica Financial Life Insurance and Annuity Company, also
referred to as we, our and us. Our telephone number is [1-800- ].

[ELIGIBLE [EMPLOYEE] means an [[Employee] or Member]who is in an eligible class
as shown in the Specification Pages.]

[[EMPLOYEE] means a person who is actively at work [on a full-time basis] for an
employer.]

[ENROLLMENT FORM OR APPLICATION means the form which is completed and signed by
the Owner and the [Employee], if applicable, when applying for coverage under
this Policy.]

EVIDENCE OF INSURABILITY means the information, including medical information,
satisfactory to us, that we use to decide the underwriting class for the person
Insured.

FACE AMOUNT means the sum of the Base Amount, plus the amount(s) under the
Insured Term Rider, if applicable. The Face Amount is shown on the Certificate
Specifications Page.


                                      -9-
<PAGE>

FINAL PAYMENT DATE OR FINAL PREMIUM PAYMENT DATE means the Certificate
anniversary nearest the Insured's [100th] birthday. No payments may be made
after this date.

[FULL-TIME WORK SCHEDULE means a normal week of at least [32] hours. If an
[Employee] is on approved leave (and not disabled) or on vacation, the
[Employee] is considered to be Actively at work.]

INSURED means the person on whose life a Certificate has been issued.

[INVESTMENT DATE(S) means the investment date(s) identified on a Specifications
Page of the Certificate. It is the date specified by each Sub-Account Investment
Manager as the date additional payments and transfers will be accepted into the
Sub-Account(s).]

[LIQUIDITY DATE(S) means the date the Certificate Value in the Variable
Account(s) is available for loans, surrenders, partial withdrawals, transfers
and death benefits. The Liquidity Date(s) for each Sub-Account is shown on a
Specifications Page of each Certificate. The Liquidity Date(s) for the Fixed
Account is each valuation day.]

[Member means an investor of a financial institution or a member of an
association.]

MONTHLY INSURANCE CHARGE means the amount of money we deduct from the
Certificate Value each month to pay for the insurance.

MONTHLY PROCESSING DATE means the date on which the monthly deduction is made
from the Certificate Value. This date is shown on the Specifications Page of the
Certificate.

OUTSTANDING LOAN means all unpaid Certificate loans plus interest due or accrued
on such loans.

POLICY YEAR means a period of 12 months commencing on the same day of the year
as the Policy date of issue.

PREMIUM means a payment which must be made to keep a Certificate in force.

PRINCIPAL OFFICE means our office located at 440 Lincoln Street, Worcester,
Massachusetts 01653.

PRO RATA refers to an allocation among the Sub-Accounts of the Variable Account
and the Fixed Account. A Pro-rata allocation will be in the same proportion that
the Certificate Value in each Sub-Account of the Variable Account and the
Certificate Value in the Fixed Account (other than value that is subject to
Outstanding Loan) have to the total unloaned Certificate Value.

RIDER means an optional benefit, which may be added to a Certificate [for an
additional charge.]

SPECIFICATIONS PAGE(S) means pages that contain information specific to the
Policy or the Certificate, as applicable, and are located after the Table of
Contents.

SUB-ACCOUNTS means subdivisions of the Variable Account investing exclusively in
the shares of one or more Funds, which the Certificate Owner chooses for their
investment allocations.

UNDERWRITING CLASS means the insurance risk classification that we assign to the
Insured based on the information in the application or Enrollment Form, if any,
and any other Evidence of Insurability we


                                      -10-
<PAGE>

obtain. The Insured's underwriting class affects the Monthly Insurance Charge,
the Monthly Expense Charge and the amount of the payments required to keep the
Certificate in force.

WRITTEN NOTICE OF CLAIM means written notification of the death of the Insured
received in the Principal Office of the Company.

WRITTEN REQUEST means a request made by an Owner in writing in a form which is
satisfactory to us and which is filed at our Principal Office.

                                   ELIGIBILITY

ELIGIBILITY: An [Employee] is eligible to be insured if the [Employee] is in an
eligible class as shown in the Specifications Pages.

ELECTION OF INSURANCE: To elect insurance, the Owner, and an [Eligible
[Employee,] as applicable,] must complete the necessary application form or
Enrollment Form, if any, furnished by the Company and provide the Company with
Evidence of Insurability which shows that the proposed Insured is an acceptable
risk.

[Generally,] insurance will become effective on the first monthly processing
date following the date the proposed Insured is accepted for insurance by the
Company.

If there has been a material change in the proposed Insured's health between the
time of completion of the Enrollment Form, if any, for this coverage and the
effective date of coverage, new Evidence of Insurability may be required before
such coverage on the proposed Insured will become effective.

Notwithstanding the above, in no event will new insurance become effective if
this Policy has been terminated.

                                  GENERAL TERMS

OUR RIGHT TO CONTEST THE POLICY IS LIMITED: The validity of this Policy shall
not be contested, except for non-payment of premiums, after it has been in force
for two years from the date of issue. Except for failure to pay premiums, each
Certificate issued under this Policy cannot be contested after the Certificate
for that Insured has been in force during the Insured's lifetime for two years
from the date of issue of the Certificate.

Except for failure to pay premiums, a requested increase in the Base Amount, a
change from Death Benefit Option 1 or 2 or an increase in the Amount at Risk as
a result of an additional Certificate premium payment which includes Evidence of
Insurability cannot be contested after the increased amount or change in Death
Benefit Option has been in force during the Insured's lifetime for two years
from its effective date.

ENTIRE CONTRACT: The entire contract consists of :

-  this Policy, including any riders and endorsements attached to this Policy,
   and

-  a copy of the Policy application which is attached to this Policy.


                                      -11-
<PAGE>

All statements by the Policyholder, Certificate Owner and any Insured person in
the application or Enrollment Form, if any, including any subsequent
applications, are considered representations and not warranties. The Company
will not use any statement to contest this Policy or any Certificate issued
under it or defend a claim unless the statement is in the application or
Enrollment Form, if any, and a copy of the instrument containing the statement
is or has been furnished to the Policyholder, Certificate Owner or beneficiary.

NONPARTICIPATING: No insurance dividends will be paid on this Policy.

ADJUSTMENT OF COST FACTORS: We determine the Monthly Insurance Charge and Fixed
Account interest rates which are used to calculate the Certificate Value,
subject to the guarantees noted in this Policy. Any changes in these charges and
rates will be made by underwriting class only, and will be based on changes in
our future expectations for such things as: our investment earnings, our
expenses, life expectancy rates, and how many [Certificate Owners] [Insured's
remain covered under] [keep] their Certificates.

SUICIDE EXCLUSION: If an Insured commits suicide, while sane or insane, within
two years of the date the Certificate is issued, we will not pay a death
benefit. The beneficiary will receive only the total amount of payments made to
us for the insurance less any outstanding loan and loan interest due and amounts
withdrawn. If the face amount is increased at the Owner's request, and then the
Insured commits suicide, while sane or insane, within two years, we will not pay
the increased amount. Instead the beneficiary will receive the Monthly Insurance
Charges paid for this increase, plus any net death benefit otherwise payable.

MISSTATEMENT OF AGE [OR SEX]: If an Insured's age [or sex, if applicable,] is
not correctly stated, we will adjust the net death benefit we will pay. The
amount will be:

-  the  Certificate Value, plus

-  the Amount at Risk that would have been purchased by the last Monthly
   Insurance Charge using the correct age [and sex].

No adjustment will be made if:

-  the Insured dies after the Final Payment Date.

PROTECTION OF BENEFITS: To the extent allowed by law, the benefits provided by a
Certificate cannot be reached by the beneficiary's creditors. No beneficiary may
assign, transfer, anticipate or encumber the Certificate Value or benefit unless
the Owner gives them this right.

[EXPERIENCE CREDITS: We may allow an Experience Credit in an amount determined
by the Company, based on the experience under the Policy. The amount of each
such Experience Credit, if any, may be paid in cash or applied to and used to
increase the Certificate Values.]

PERIODIC REPORT: We will mail a report to each Owner at his or her last known
address at least once a year. This report will provide the following information
for each Certificate:

-  death benefit;

-  Certificate Values in each Sub-Account and in the Fixed Account;


                                      -12-
<PAGE>

-  the value of the Certificate if it is surrendered;

-  [changes in the Maximum Single Premium and the Maximum Level Premium;]

-  [increases and decreases in the Face Amount;]

-  Certificate payments made and monthly deductions by us since the last report;
   and

-  outstanding Certificate loans and any other information required by law.

CERTIFICATES: The Company will issue [a Certificate and Specifications Page(s)]
to each Certificate Owner setting forth the Insured's name and a description of
the benefits provided by the Policy.

OWNERSHIP OF ASSETS: The Company shall have exclusive and absolute ownership and
control of its assets, including the assets of the Variable Account(s).

MONEY PAYABLE: All money payable by or to the Company is to be paid in the
lawful currency of the United States of America.

ASSIGNMENT: The Policyholder may not assign this Policy.

PROJECTIONS: The Certificate Owner may request an illustration of future
benefits based on both the guaranteed and then future assumptions. [The Company
reserves the right to charge a fee for each projection requested; however, the
fee will not exceed $25.]

AUTHORITY: No change in the Policy or a Certificate will be valid until it is
approved by the President, a Vice President or Secretary of the Company. This
approval must be endorsed on or attached to the Policy or Certificate. Neither
an agent or other person has authority to accept representations or information
not in a written Enrollment Form, if any, or application, nor may that person
change this Policy or a Certificate or waive any of its provisions.

CHANGE IN POLICY: Subject to Policy guarantees, the Company has the right, at
any time and from time to time, to change the cost of insurance rates, interest
rates and any expenses shown in the Specifications Page(s).

The Policyholder may change the provisions of this Policy on any premium due
date if the change is approved by the Company. Written consent must be given for
any such change. The Company may change the provisions of this Policy on any
premium due date if the Policyholder agrees. The consent of [a Certificate
Owner,] an Insured or other person referred to in this Policy is not required to
end, amend, modify or change this Policy. All changes to this Policy will apply
on the effective date of the change, and will not be applied retroactively.

FACTS RELATING TO COVERAGE: At any reasonable time, the Company will have the
right to inspect any records of the Policyholder which relate to this Policy.

CONFORMITY WITH STATE STATUTES: If any provision of this Policy is in conflict
with any applicable statute, it is hereby amended to comply with the minimum
requirements of such statute.


                                      -13-
<PAGE>

                      CERTIFICATE OWNER AND THE BENEFICIARY

CERTIFICATE OWNER: The Policyholder is the Owner of the Certificate unless
another person is named as Owner in the application. The Owner may change the
ownership of the Certificate without the consent of any revocable beneficiary.
[Whenever the Face Amount of insurance is increased, the Insured must be
notified or agree.] The Certificate Owner may exercise all other rights and
options granted by this Policy, subject to the consent of any irrevocable
beneficiary.

ASSIGNMENT: The ownership of a Certificate may be changed by the Owner sending
us a written request. The written request must be received at our Principal
Office. An absolute assignment will transfer ownership of a Certificate to
another person called the assignee.

An Owner may also assign the Certificate as collateral to a collateral assignee.
The limitations on Ownership rights while a collateral assignment is in effect
are specified in the assignment.

An approved written assignment will take effect as of the date it is signed. Any
rights created by the assignment will be subject to any payments made or actions
taken by us before the change is received. We are not responsible for assuring
that any assignment or any assignee's interest is valid.

BENEFICIARY: The Owner names the beneficiary to receive the net death benefit.
The beneficiary's interest will be affected by any assignment. If a Certificate
is assigned as collateral, all or a portion of the net death benefit will first
be paid to the collateral assignee; any money left over from the amount due the
assignee will go to those otherwise entitled to it.

A beneficiary may be revocable or irrevocable. A revocable beneficiary may be
changed at any time by written request; but an irrevocable beneficiary must
agree to any change in writing. An irrevocable beneficiary's permission is also
needed to exercise other rights and options granted by the Certificate. Unless
otherwise indicated, the beneficiary will be revocable.

Any change of the beneficiary must be made while the Insured is living. This
change will take place on the date the request is signed, even if the Insured is
not living on the day we receive it. Any rights created by the change will be
subject to any payments made, or actions taken, before we receive the written
request.

[If a beneficiary dies before the Insured, his or her interest in the proceeds
will pass to any surviving beneficiaries in proportion to their share in the net
death benefit, unless requested otherwise. If all beneficiaries die before the
Insured, the net death benefit will pass to the Owner or the Owner's estate.]

                              TERMINATION OF POLICY

TERMINATION OF POLICY: This Policy may be terminated by the Company or the
Policyholder.

[The party who initiates the termination will send a notice to the Certificate
Owner of record, if other than the Policyholder, at the last known address for
the Owner, at least 15 days prior to the date of termination.]

No Enrollment Forms, if applicable , for new Insureds will be accepted on or
after the date notice of termination is received or sent by the Company,
whichever is applicable.


                                      -14-
<PAGE>

CONTINUATION OF INSURED'S COVERAGE AFTER TERMINATION OF THE POLICY: If this
Policy is terminated, any Certificate then in effect will remain in force under
the terminated Policy, provided it is not cancelled or surrendered by the
Certificate Owner.

                      TERMINATION OF INSURANCE CERTIFICATE

TERMINATION OF INSURANCE: Prior to an Insured's death, the Insured's Certificate
will terminate on the first to occur of the following:

-  the Certificate lapses,

-  the foreclosure date, or

-  the surrender of the Certificate is requested.

[If the Insured ceases to be in an eligible class, the Certificate Owner may
continue the Certificate, but all future premiums must be allocated to the
General Account.]

                                    PREMIUMS

PREMIUMS: The Certificate premium is the premium paid by the Certificate Owner
for insurance coverage under this Policy. . [The Policy and Certificates will
not be in force until the first premium is paid to us.] [Additional Certificate
premium payments may be made to us at any time before the Final Payment Date,
subject to the condition that Evidence of Insurability of the Insured is
provided which is satisfactory to us if the payment would increase the death
benefit by more than the amount of the payment. Payments must be sent either to
our Principal Office or to our authorized representative.]

If requested in writing, we will send a signed receipt after payment. The
payment amount, which must be paid to keep the Certificate in force, is
described in the Certificate Grace Period and Certificate Lapse provision.

PREMIUM PAYMENT LIMITATIONS: We may limit the amount of Certificate premium
payment received in any Certificate Year if the Death Benefit Option is either 1
or 2. [This limit will not be less than the guideline level premium; however,]
the sum of all payments made on each Certificate from the issue date, minus any
partial withdrawals, may not be more than the greater of:

-  the guideline single premium, or

-  the sum of the guideline level premiums to the date of payment.

The guideline premium amounts are shown on the Specifications Page of the
Certificate if Death Benefit Option 1 or 2 has been elected. These premium
limitations will not apply if they cause the Certificate to lapse.

Guideline premiums are determined according to rules in the federal tax law, and
will be adjusted as that law changes.


                                      -15-
<PAGE>

If the maximum payment limit applies to a Certificate, the excess payment will
be applied first to the outstanding loan and we will then return any balance to
the Owner within 60 days after the Certificate anniversary. We will pay interest
on each refund at the Fixed Account interest rate in effect on the date we
receive payment.

Subject to the limitations set forth above, the Company will accept any
Certificate premium payment (or portion thereof) which does not increase the
Amount at Risk regardless whether Death Benefit Option 1, 2 or 3 is in effect;
see Required Minimum Amount of Death Benefit Provision. [Any Certificate premium
payment (or portion thereof) which would increase the Amount at Risk shall be
returned to the Owner by the Company. No additional Certificate premium payments
which increase the Amount at Risk will be accepted and no additional death
benefit shall be provided until the following conditions have been met:

-  Evidence of Insurability has been received by the Company; and

-  the Company has notified the Owner that the Insured is in a satisfactory
   underwriting class. This notification shall include a copy of the Enrollment
   Form, if applicable , containing the information relied on by the Company in
   making its determination. The Owner may make Certificate premium payments
   which increase the Amount at Risk for up to 60 days following the date of
   such notification by the Company that the conditions have been met, but not
   later than the Final Payment Date.]

NET PREMIUM: The net premium is equal to the premium less any premium expense
charge. The premium expense charge in effect on the Policy issue date is shown
on the Schedule Page(s) as "PREMIUM EXPENSE CHARGE." The premium expense charge
in effect on each Certificate issue date is shown in the Certificate Schedule
Page(s) as "PREMIUM EXPENSE CHARGE". It may be adjusted to reflect any increase
or decrease in the applicable state, local, or federal premium expense rate.

                                  GRACE PERIOD

[POLICY PREMIUM GRACE PERIOD: If, prior to the due date of any Policy premium
after the first, the Owner has not previously given notice to the Company to
terminate the Policy, a grace period of 31 days will be granted for payment of
the Policy premiums. If any Policy premium is not paid by the end of this grace
period, the Policy will be discontinued at the end of such period. The Policy
will be discontinued before that date if the Policyholder has given to the
Company written notice in advance to discontinue it.]

CERTIFICATE GRACE PERIOD AND CERTIFICATE LAPSE: We will send the Owner a notice
if Certificate premium payments are not enough to keep the Certificate in force.
The Certificate will continue for 62 days, which is the grace period.

The first day of the grace period is called the date of default. We will send
the notice to the Owner's last known address, or to the person named to receive
this notice, showing the due date and the amount of premium which must be paid
to keep the Certificate in force.

[We also will send a notice to the Owner's last known address at least 15 and
not more than 45 days prior to the end of the grace period if the surrender
value is not adequate to prevent Certificate lapse.]

The grace period will begin if the Certificate Value less any outstanding loan
on a monthly processing date is less than the amount needed to pay the next
monthly deduction plus any outstanding loan interest accrued.


                                      -16-
<PAGE>

The death benefit during the grace period will be reduced by any overdue
charges. The Certificate will lapse if the amount shown in the notice remains
unpaid at the end of the grace period. The Certificate terminates on the date of
lapse.

REINSTATEMENT: If a Certificate has lapsed or foreclosed for failure to pay loan
interest, and has not been surrendered, it may be reinstated within three years
after the date of default or foreclosure. We will reinstate the Certificate on
the monthly processing date following the day we receive all of the following
items:

-  a written application for reinstatement,

-  Evidence of Insurability showing the Insured is insurable according to our
   underwriting rules[,and

-  a payment large enough to keep the Certificate in force for three months].

The Owner may repay or reinstate any outstanding loan on the date of default or
foreclosure.

The reinstatement premium will be allocated to the Fixed Account until we
approve the application, at which time we will transfer the reinstatement
premium, plus accrued interest, as directed in the most recent premium payment
allocation request.

The Certificate Value on the reinstatement date is:

-  the payment to reinstate the Certificate, including the interest earned from
   the date we received the payment; plus

-  an amount equal to the Certificate Value less any outstanding loan on the
   default date; less

-  the monthly deduction due on the reinstatement date.

                                CERTIFICATE VALUE

PAYMENT AND ALLOCATION OF NEW PAYMENTS: Each payment made to us will be added to
the Certificate Value. The Certificate Value consists of all the money in the
Variable Account and the Fixed Account.

ALLOCATION OF PAYMENTS: If a Certificate Owner makes a payment with the
application or at any time before the date of issue, we will hold the payment in
the Fixed Account as of the day we receive it at our Principal Office. When the
Certificate has been issued, we will transfer any funds from the Fixed Account
(which were not allocated by the Owner to the Fixed Account) as directed by the
Owner in the application or by later request. All payments received thereafter
will be allocated in accordance with the most recent payment allocation request.
All percentage allocations must be in whole numbers, with the total allocation
to all selected accounts equaling 100%.[ A processing charge of up to $25 may be
made for changing the payment allocation.]

[Before the Right to Examine the Certificate expires, the Company may put the
net payment to be invested in the Separate Account(s) into the Sub-Account
investing in the [Money Market fund] on the date the proposed Insured is
accepted for insurance by the Company or on the date the payment is received at
the Company's Principal Office, whichever is later. The Company will transfer
the Certificate Value from the Fixed Account or the Sub-Account investing in the
[Money Market fund,] as applicable,


                                      -17-
<PAGE>

as directed by the Certificate Owner according to the Certificate Owner's most
recent allocation, no later than the expiration of the period during which the
Certificate Owner may exercise his or her Right to Examine the Certificate
[subject to the Sub-Account Investment Provision]. All net payments received
thereafter will be allocated in accordance with the Certificate Owner's most
recent payment allocation request.]

[In addition, net premium paid at any time prior to the Final Premium Payment
Date will be placed in the Fixed Account, or in the Sub-Account investing in the
[Money Market fund,] as applicable, on the date it is received at the Principal
Office. Certificate Value will be transferred to the Sub-Account(s) in
accordance with the Certificate Owner's premium allocation no later than the
next applicable Investment Date following the receipt of the premium.]

MONTHLY DEDUCTION: The monthly deduction from each Certificate's Value is the
sum of the following charges:

-  the Monthly Insurance Charges;

-  monthly expense charge;

-  administrative charge;

-  the mortality and expense risk charge; [and

-  the variable account administrative charge; and

-  any monthly rider charge(s)].

Monthly deductions are made on the date of issue of the Certificate and on each
monthly processing date until the Final Payment Date. Thereafter, the mortality
and expense risk charge will be deducted on the Monthly Processing Date for the
life of the Insured.

The Owner may choose the Sub-Account from which the monthly deduction will be
made. If no choice is made, we will deduct the monthly deduction Pro-rata [among
the Fixed Account and the Sub-Accounts from which funds can be liquidated on a
monthly processing date. Any portion of the monthly deduction which cannot be
satisfied on a monthly processing date, solely due to the Sub-Account Investment
Provision, will be deducted from the Sub-Account(s) based on the Liquidity
Date(s) which next occurs unless paid by the Certificate Owner prior to that
Liquidity Date(s). A charge of not more than 8% per annum may be imposed on such
amounts.] In the event any charge is greater than the Value of a Sub-Account to
which it relates on a monthly processing date, the unpaid balance will be
totaled and allocated Pro-rata among the other [liquid] Sub-Accounts of the
Separate Account; the Company will notify the Owner if this occurs.

Charges allocated to the Fixed Account will be deducted on a last-in, first-out
basis. This means that we use the most recent payments to pay the fees.

INSURANCE CHARGES:

The Monthly Insurance Charge for each Certificate equals the sum of the charges
that apply to:


                                      -18-
<PAGE>

-  the  Base  Amount, plus

-  each increase in the Base Amount,

-  plus any rider benefits.

We will determine the Monthly Insurance Charge each month. The actual charge for
the Insured Term Rider may be different than the charge for the Base Amount. Any
changes in these charges will be made by underwriting class. If the Face Amount
is decreased, we will adjust the Monthly Insurance Charge according to the
Benefit Change provision.

The Maximum Monthly Insurance Charge for the initial Face Amount will not be
more than (1) multiplied by (2) where:

-  (1) is the insurance rate shown for the Insured's age in the Table in the
   Specifications Page; and

-  (2) is the initial Face Amount divided by 1,000.

For the purposes of this calculation, if one of the level death benefit options
is in effect, the initial Face Amount will be reduced by the Certificate Value,
[minus charges for rider benefits at the beginning of the month,] but not less
than zero.

If the Face Amount is increased, the Monthly Insurance Charge for the increase
will not be more than (3) multiplied by (4) where:

-  (3) is the insurance rate applicable to the increased Face Amount for the
   Insured's age; and

-  (4) is the amount of the increase in the Face Amount divided by 1,000.

For purposes of this calculation, "age" means how old the Insured is on the last
birthday prior to the anniversary of the effective date of the increase. If one
of the level death benefit options is in effect and the Certificate Value is
higher than the initial Base Amount, the excess Certificate Value, minus charges
for rider benefits at the beginning of the month, will be used to reduce any
Insured Term Rider insurance benefit and increases in the Base Amount in the
order in which the Insured Term Rider insurance and increases in the Base Amount
were issued.

If the total death benefit is the minimum death benefit required for the
Certificate to qualify as life insurance under the federal tax law, the Monthly
Insurance Charge for the portion of the death benefit which exceeds the Face
Amount (i.e., initial Base Amount plus any Insured Term Rider insurance and
increases) will not be higher than (5) multiplied by (6) divided by 1,000 where:

-  (5) is the insurance rate applicable to the initial Base Amount; and

-  (6) is the death benefit less:

   -   the greater of the Face Amount or the Certificate Value if either of the
       level death benefit options is in effect, or

   -   the Face Amount plus the Certificate Value, if the Death Benefit Option 2
       is in effect.


                                      -19-
<PAGE>

INSURANCE RATES: [The cost of insurance rate for each Certificate may include an
expense factor and a mortality factor. The expense factor covers a portion of
our acquisition and distribution costs, tax and administrative expenses.] The
mortality factor is based on the Insured's:

-  age,

-  effective date of insurance coverage, including increases,

-  sex, if applicable,

-  underwriting class, and

-  Base Amount.

The guaranteed rates will be no greater than the:

-  the Commissioner's 1980 Standard Ordinary Mortality Table Age Last Birthday,
   [Male, Female, Unisex (Table B), Smoker, Non-Smoker, Unismoker], and

-  appropriate increases in such tables for rated risks.

[The insurance rates actually charged will usually be lower than, and never will
be higher than, the guaranteed rates. We will review the actual insurance rates
whenever we change these rates for new group flexible premium variable life
insurance policies. In any event, rates will be reviewed not more often than
once each year, but not less than once in a five-year period.]

                               VARIABLE ACCOUNT(S)

VARIABLE ACCOUNT: The Variable Account consists of one or more Separate
Accounts. The Value of a Certificate will vary if it is funded through
investments in the Sub-Accounts of the Separate Account(s). [A Separate Account
that is registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940 ("1940 Act") is referred to as a "registered
Separate Account." A Separate Account that is not registered under the 1940 Act
is referred to as a "non-registered Separate Account."] [The Policy provides for
two Separate Accounts, A and B.] The Separate Account(s) are separate from our
Fixed Account. We have exclusive and absolute ownership and control of all
assets, including those in the Separate Account(s). However, the portion of
assets in the Separate Account(s) equal to the reserves and liabilities of the
Certificates which are supported by the Separate Account(s) will not be charged
with liabilities that come from any other business we conduct.

[Separate Account A, which we established to support variable life insurance
certificates is called [______] and, is registered with the SEC as a unit
investment trust under the 1940 Act. [Separate Account B, which we established
to support variable life insurance certificates is called [ ], and is registered
with the SEC as a management investment company under the 1940 Act. The Separate
Account(s) are also governed by the laws of the Commonwealth of Massachusetts
and the State of Delaware.]

[Interests in the Separate Account(s) have not been registered under the
Securities Act of 1933 ("1933 Act"). Separate Account(s) A is not registered
under the 1940 Act in reliance on the exemption


                                      -20-
<PAGE>

provided by Section 3(c)(1) of the 1940 Act. Separate Account(s) B is not
registered under the 1940 Act in reliance on the exemption provided by
Section 3(c)(7) of the 1940 Act.]

Each Separate Account(s) may have several Sub-Accounts. The Sub-Accounts in
which the Owner initially chose to invest are shown in the Allocation Form. Each
Sub-Account invests its assets in a separate series of an investment company
(called a "Fund") , which may or may not be registered under the 1940 Act, or in
other securities and investments. Funds that are registered under the 1940 Act
are referred to as "registered funds." Funds that are not registered under the
1940 Act are referred to as "non-registered funds."

[Sub-Account 1 of Separate Account(s) A will initially invest in (name) Fund,
which is not registered under the 1940 Act in reliance on the exemption provided
by Section 3(c)(1) of the 1940 Act. Sub-Account 1 of Separate Account(s) B will
initially invest in (name) Fund, which is not registered under the 1940 Act in
reliance on the exemption provided by Section 3(c)(7) of the 1940 Act]
[Sub-Account 2 of Separate Account(s) A will initially invest in the (name)
Fund, and Sub-Account 2 of Separate Account(s) B will initially invest in the
(name) Fund.]

We reserve the right, when the law allows, to change the name of the Separate
Account or any of its Sub-Accounts.

VARIABLE ACCOUNT CERTIFICATE VALUE: Certificate premium payments made, which are
allocated to the Sub-Accounts, will purchase units of the Sub-Accounts [on the
first Investment Date on or following receipt by the Company of such premiums at
its Principal Office].

The number of units purchased in each Sub-Account is equal to the portion of the
payment allocated to the Sub-Account, divided by the value of the applicable
unit as of the valuation date the payment is received at our Principal Office or
on the date value is transferred to the Sub-Account from another Sub-Account or
the Fixed Account.

The number of units will remain fixed unless (1) changed by a subsequent split
of unit value, or (2) reduced because of a transfer, Certificate loan, partial
withdrawal, transaction charges, monthly deduction or surrender allocated to the
Sub-Account. Any transaction described in (2) will result in the cancellation of
a number of units, which are equal in value to the amount of the transaction. On
each valuation date we will value the assets of each Sub-Account in which there
has been activity. The Certificate Value in a Sub-Account at any time is equal
to the number of units the Certificate then has in that Sub-Account multiplied
by the Sub-Account's unit value. The value of a unit for any Sub-Account for any
valuation period is determined by multiplying that Sub-Account's unit value for
the immediately preceding valuation period by the net investment factor for the
valuation period for which the unit value is being calculated. The unit value
will reflect the charges of the Sub-Account, if any, and the investment advisory
fee and other expenses incurred by the Funds.

NET INVESTMENT FACTOR: The net investment factor measures the investment
performance of a Sub-Account during the valuation period that has just ended.
The net investment factor for each Sub-Account is equal to 1.00 plus the result
from dividing (a) by (b) [and subtracting (c)] where:

-  (a) is the investment income of the Sub-Account for the valuation period,
   plus capital gains, realized or unrealized, credited during the valuation
   period; minus capital losses, realized or unrealized, charged during the
   valuation period; adjusted for provisions made for taxes, if any; and

-  (b) is the value of that Sub-Account's assets at the beginning of the
   valuation period[; and


                                      -21-
<PAGE>

-  (c) is a charge equal to ___% on an annual basis of the daily value of the
   Sub-Account's assets].

Since the net investment factor may be more or less than one, the unit value may
increase or decrease. The Owner bears the investment risk. We reserve the right
(subject to any required regulatory approvals) to change the method we use to
determine the net investment factor.

VALUATION DATES AND PERIODS: [The day that the Company values the assets of a
Sub-Account is the valuation date. For each Sub-Account of an unregistered
Separate Account, the valuation date will be at least monthly for the purpose of
determining the monthly deduction. For each Sub-Account of a registered Separate
Account, a Valuation Date is each day that the New York Stock Exchange (NYSE) is
open for business and any other day in which there is enough trading in the
Separate Account's underlying portfolio securities to materially affect the
value of the Separate Account. A valuation period is the period between
valuation dates.] [For the Sub-Account(s) investing in non-registered funds, the
Liquidity Date(s) and the Investment Date shown in the Certificate
Specifications Page(s) shall be used for determining the value of each Separate
Account(s) for all other purposes under the Certificate.]

ADDITION, DELETION or SUBSTITUTION OF INVESTMENTS: We may not change the
investment policy of the Separate Account without the approval of the Insurance
Commissioner of Delaware. The investment policy is on file with the
Commissioner.

We reserve the right, subject to compliance with applicable law, to add to,
delete from, or substitute for the shares of a Fund that are held by the
Separate Account or that the Separate Account may purchase. We reserve the right
to buy shares of other Funds for other series or classes of certificates, or to
cause a conversion between series or classes of certificates or contracts if
Owner(s) request it. We also reserve the right to eliminate the shares of any
Fund if they are no longer available for investment, or if we believe investing
more in any eligible Fund is no longer appropriate for the purposes of the
Separate Account. We will notify the Owner before we substitute any shares in
the Separate Account.

We reserve the right to establish other Sub-Accounts, and to make them available
to any class or series of certificates as we think appropriate. Each new
Sub-Account would invest in a new investment company or in shares of another
open-end investment company. We also reserve the right to eliminate or combine
existing Sub-Accounts of the Separate Account and to transfer the assets between
Sub-Accounts, when allowed by law. If we believe it is in the best interests of
our Certificate Owners, we may operate the Separate Account [as a management
company under the Investment Company Act of 1940,] or we may de-register it
under that Act if the registration is no longer required.] We may also combine
it with other separate accounts.

No material change in the underlying investment policy of a Sub-Account of the
Separate Account shall be made until 60 days have elapsed from the date such
change has been filed with the Commissioner of Insurance or such shorter period
as the Commissioner may permit. In the event of material change in the
investment policy of a Sub-Account of the Separate Account or of a Fund,
Certificate Owners will be notified of the change. If Certificate Values are in
that Sub-Account, we will transfer it without charge on written request to
another Sub-Account of the Separate Account or to the Fixed Account [as of the
next Liquidity Date(s)]. We must receive the written request within sixty (60)
days of the later of (1) the effective date of such change in the investment
policy or (2) the receipt of the notice of the Owner's right to transfer. The
Owner may then change the premium and deduction allocation percentages.

If we make any substitutions or changes in the Separate Account(s) that we
believe are necessary or appropriate, we may make changes in this Policy by
written notice to reflect the substitution or change.


                                      -22-
<PAGE>

[SUB ACCOUNT INVESTMENT PROVISION: Investments into and payment of Certificate
loans, surrenders, partial withdrawals, transfers, and death proceeds from the
Separate Account(s) will be determined based upon the Sub-Account Investment
Provision shown on the Specifications Page. The Sub-Account Investment Provision
shall identify the Investment Date, Liquidity Date(s) and the notice period
required prior to the Liquidity Date(s).]

FEDERAL TAXES: If we must pay taxes on the Separate Account, we will charge the
Certificate Owners for that tax. Although the account is not now taxable, we
reserve the right to make a charge for taxes if the account becomes taxable.

SPLITTING OF UNITS: We reserve the right to split the value of a unit, either to
increase or decrease the number of units. Any splitting of units will have no
material effect on Certificate benefits.

                                  FIXED ACCOUNT

FIXED ACCOUNT: The Fixed Account is a part of our General Account. The General
Account consists of all assets owned by us, other than those in the Variable
Account and other separate accounts. Except as limited by law, we have sole
control over the investment of these General Account assets. Certificate Owners
do not share directly in the investment experience of the General Account, but
are allowed to allocate and transfer funds into the Fixed Account.

FIXED ACCOUNT INTEREST RATES: The interest rate credited to Certificate Value in
the Fixed Account is set by us but is guaranteed never to be less than that
described in the Specifications Page. We will review the non-guaranteed interest
rate from time to time, at least once a year. The interest rate in effect on the
day we receive the Certificate Owner's payment at our Principal Office is
guaranteed for one year unless the Owner borrows money from that Certificate
Value. The interest rate on Certificate Value transferred from a Sub-Account of
the Separate Account(s) to the Fixed Account is not guaranteed. Certificate
value which is within the first-year guarantee period first will be used for
payment of fees, charges, loans and partial withdrawals on a last-in, first-out
basis.


The interest rate in effect on a Certificate anniversary is guaranteed for one
year for those Certificate Values in the Fixed Account on the Certificate
anniversary so long as those values remain in the Fixed Account and are not
borrowed.

FIXED ACCOUNT CERTIFICATE VALUE: The Fixed Account Certificate Value on the date
of issue is the net premium less the first monthly deduction . On each monthly
processing date thereafter, the Certificate Value of the Fixed Account is:

-  the Certificate Value in this account on the preceding monthly processing
   date, if any, increased by one month's interest, plus

-  payments received since the last monthly processing date which are allocated
   to the Fixed Account plus the interest accrued from the date the payments are
   received by us, plus

-  Separate Account Certificate Value transferred to the Fixed Account from any
   Sub-Accounts since the preceding monthly processing date, increased by
   interest from the date the Certificate Value is transferred, minus


                                      -23-
<PAGE>

-  Certificate Value transferred from the Fixed Account to a Sub-Account since
   the preceding monthly processing date and interest accrued on these transfers
   from the transfer date to the monthly processing date, minus

-  partial withdrawals from the Fixed Account and partial withdrawal transaction
   charges since the last monthly processing date, interest accrued on these
   withdrawals and charges from the withdrawal date to the monthly processing
   date, minus

-  any transaction charges allocated to the Fixed Account for any changes in the
   Face Amount since the last monthly processing date and interest accrued on
   such charges to the monthly processing date, minus

-  the portion of the monthly deduction allocated to the Certificate Value in
   the Fixed Account.

During any Certificate month the Fixed Account Certificate Value will be
calculated on a consistent basis.

BASIS OF VALUE OF THE FIXED ACCOUNT: We base the minimum surrender value in the
Fixed Account on mortality no greater than the [Commissioner's 1980 Standard
Ordinary Mortality Table Age Last Birthday, Male, Female or Unisex (Table B)]
with interest at [4%] each year, compounded annually.

Actual Certificate Values are based on interest and insurance rates that we set.
[We have filed a detailed description of the way we determine this value with
the State Insurance Department.] All values equal or exceed the minimums
required by law in the state in which the Certificate is delivered.

                               TRANSFERS OF VALUE

While the Certificate is in force, the Owner may transfer amounts between the
Fixed Account and the Sub-Accounts or among Sub-Accounts, on request either in
writing or by telephone transfer, if this option has been chosen. [Any transfer
must be made in accordance with the Sub-Account Investment Provision and is
subject to the postponement of payment provision.].

Once during the first 24 months after the Certificate date of issue, and once
during the first 24 months after an increase in the Base Amount, the Owner may
transfer, without charge, all or part of the Certificate Value in the Separate
Account(s) to the Fixed Account [, based on the Liquidity Date(s) which next
occurs,] in order to convert to a Fixed Account only product. Thereafter, future
payments will be allocated to the Fixed Account unless specified otherwise. All
other transfers are subject to the following rules, and will be permitted with
our approval.

The minimum and maximum amounts that may be transferred from the Fixed Account
to the Separate Account shall be determined by us. [The minimum amount required
for a transfer will be no more than [$500.] The maximum transfer amount will not
be less than the lesser of [$100,000 or 25%] of the Certificate Value.]

[Transfers from the Fixed Account to any Sub-Account(s) of the Separate Account
are permitted only once per calendar quarter [based on the Liquidity Date(s)].]
[Subject to any liquidity restrictions of a non-registered Separate Account,]
there is no limit on the number of transfers between the Sub-Accounts of the
Separate Account and there is no limit on the number of transfers between the
Sub-Accounts of the Separate Account to the Fixed Account.


                                      -24-
<PAGE>

If a transfer would reduce the Certificate Value in a Sub-Account to less than
$100, we reserve the right to include the remaining value in the amount
transferred.

There will be no charge for the first [12] transfers in a Certificate Year, but
a transfer charge of up to [$25] may be made on each additional transfer. Any
transfer charge will be deducted from the amount that is transferred. Transfers
that result from a Certificate loan or repayment of a loan are not subject to
these rules.

[If the Investment Date(s) of the Sub-Account(s) to which a transfer is to be
made is a date other than the Liquidity Date(s) of the Sub-Account(s) from which
the transfer will be made, such transfer amount will be made to the [Money
Market Fund] and remain there until the next applicable Investment Date(s).]

The Company may at any time revoke, modify, or limit the transfer privilege.

                         [DOLLAR COST AVERAGING OPTION]

[An Owner may elect automatic transfers of at least $100 to be made from one
Sub-Account (called the DCA Sub-Account in this provision) to one or more of the
other Sub-Accounts of the Separate Account. We will permit the Owner to
designate the [Money Market Sub-Account] as the DCA Sub-Account. Other
Sub-Accounts or the Fixed Account may be designated as the DCA Sub-Account
subject to our consent.

Automatic transfers may be made on a monthly, quarterly, semi-annual or annual
frequency. The Dollar Cost Averaging Option will be treated as one of the twelve
free transfers permitted in a year without regard to how many Sub-Accounts are
elected or the transfer frequency. We reserve the right to limit the number of
Sub-Accounts that may be utilized and we may discontinue this option at any time
upon advance written notice to the Owner.

If an automatic transfer reduces the balance in the DCA Sub-Account to less than
$100, the entire balance will be transferred proportionately to the chosen
Sub-Account(s).

The Dollar Cost Averaging Option will end:

-  when the amount in the DCA Sub-Account is zero after an automatic transfer
   has been made and no payments are allocated to the DCA Sub-Account before the
   next DCA processing date; or

-  upon request by the Owner.

[We will send a written notice to the Owner when the Dollar Cost Averaging
Option ends.] Payments allocated to the Sub-Account designated as the DCA
Sub-Account after this option has ended will not automatically reinstate the
option; a new election must be made.

The Dollar Cost Averaging Option and the Automatic Rebalancing Option may not be
in effect at the same time.]

                         [AUTOMATIC REBALANCING OPTION]

[By electing this option the Owner may automatically rebalance the Sub-Accounts
of the Separate Account. The Owner may direct us to process such transfers on a
monthly, quarterly, semi-annual or


                                      -25-
<PAGE>

annual frequency. When the Owner elects this option he or she will designate the
percentage allocation for each of the Sub-Accounts chosen. On each periodic
transfer date we will review the percentage allocation in the various
Sub-Accounts and, as necessary, transfer funds in order to reestablish the
designated percentage allocation mix.

The Automatic Rebalancing Option will be treated as one of the twelve free
transfers permitted in a Certificate Year without regard to how many
Sub-Accounts are elected or the transfer frequency. If the amount necessary to
reestablish the designated mix on any transfer date is less than $100, no
transfer will be made. The arrangement may be terminated on written request. We
reserve the right to limit the number of Sub-Accounts that may be utilized for
automatic rebalancing and to discontinue the option upon advance written notice
to the Owner.

The Dollar Cost Averaging Option and the Automatic Rebalancing Option may not be
in effect at the same time.]

                                CERTIFICATE LOANS

The Certificate will be the security for the loan.

AMOUNT AN OWNER MAY BORROW: The total amount the Owner may borrow is the loan
value. The loan value is 90% of the Certificate Value. Owners are advised to
consult with a tax advisor before making a Certificate loan.

If the Owner does not specify from which accounts to borrow, we will allocate
the loan Pro rata [,subject to any Liquidity Date(s) and the Sub-Account
Investment Provision.]

In order to secure the outstanding loan, we will transfer the Certificate Value
in each Sub-Account equal to the Certificate loan allocated to each Sub-Account
to the Fixed Account [subject to any Liquidity Date(s) or limitations or
withdrawal restrictions of limited partnership agreements imposed by funds in
which the investment manager has invested Sub-Account assets, and in accordance
with the Sub-Account Investment Provision.]. [The Company will allocate the loan
Pro rata to the Separate Account(s) on the Liquidity Date(s) immediately
following the date the Company receives the loan request. Certificate Value in
each Separate Account(s) equal to the Certificate loan allocated to each
Separate Account(s) will be transferred on the Liquidity Date(s) to the Fixed
Account to secure the debt.]

LOAN INTEREST: Interest is due on Certificate loans. Except as otherwise
provided in the Preferred Loan Option, the maximum rate of interest is set forth
in the Specifications Page(s). Interest accrues daily, and is payable at the end
of each Certificate Year. Any interest that is not paid on time will be added to
the loan principal and bear interest at the same rate. If this makes the
principal higher than the Certificate Value in the Fixed Account, we will offset
this shortfall by transferring funds from the Sub-Accounts to the Fixed Account.
We will allocate the transferred amount Pro rata among the Sub-Accounts in the
same proportion that the value in each Sub-Account has to the total value in all
of them [,subject to any Liquidity Dates(s) and the Sub-Account Investment
Provision.]

REPAYING THE OUTSTANDING LOAN: The Owner may repay the outstanding loan at any
time before the Owner's Certificate lapses. When it is repaid, we will transfer
the Certificate Value securing the loan that is in the Fixed Account to the
various Sub-Accounts [on the next Investment Date] and increase the value in
them. The Owner may tell us how to allocate repayments, but if the Owner does
not, we will allocate them according to the most recent payment allocation
choices made. Loan repayments made to the Separate Account cannot be higher than
the amounts transferred from it to secure the outstanding loan.


                                      -26-
<PAGE>

FORECLOSURE: If at any time the Certificate Value less any outstanding loan is
insufficient to cover the monthly deduction, we will terminate the Certificate.
We will mail a notice of this termination to the last known address of the Owner
and any assignee. If the excess outstanding loan is not paid within 62 days
after this notice is mailed, the Certificate will terminate with no value. The
Owner may reinstate the Certificate according to the Reinstatement provision.

PREFERRED LOAN OPTION: All Certificate loans after the tenth Certificate Year
will qualify as a preferred loan.

The annual interest rate charged to that portion of the Certificate loan is
guaranteed to not exceed 4.5%. The annual interest rate credited to Preferred
loans is guaranteed not to be less than 4%.

This option may be revoked by the Owner at any time.

                        SURRENDER AND PARTIAL WITHDRAWALS

SURRENDER: An Owner may cancel the Certificate and receive its surrender value
as long as the Insured is living on the date we receive the Owner's written
request in our Principal Office. The Certificate will be canceled on that day
The Owner may choose to receive the surrender value in a lump sum or under a
benefit option. . [The surrender value will be paid as of the Liquidity Date(s)
following the date the request is received in the Principal Office and in
accordance with the Sub-Account Investment Provision.]

SURRENDER VALUE: The surrender value equals the Certificate Value minus any
outstanding loan.

PARTIAL WITHDRAWALS: Partial withdrawals are not allowed during the first
Certificate Year. After the first Certificate Year, an Owner may make a partial
withdrawal. Each partial withdrawal must be at least $500. We will deduct a 2%
partial withdrawal transaction charge, not to exceed $25, from the Certificate
Value each time a partial withdrawal is made. [Partial withdrawals from the
Separate Account(s) may only be made on a Liquidity Date(s) and in accordance
with the Sub-Account Investment Provision.]

If one of the Level Death Benefit Options is elected, the Face Amount and
Certificate Value will be reduced by the amount of the partial withdrawal, and
the Certificate Value will be further reduced by the partial withdrawal
transaction charge. The Face Amount will be decreased in the following order:

-  first, the most recent increase in the Insured Term Rider, if any, or Base
   Face Amount,

-  second, the next most recent increases in the Insured Term Rider, if any, or
   the Base Amount, in succession,

-  the initial Insured Term Rider benefit, if any, and

-  last, the initial Face Amount.

If the Death Benefit Option 2 is elected, the Certificate Value will be reduced
by the amount of the partial withdrawal and the partial withdrawal transaction
charge.


                                      -27-
<PAGE>

We will not permit a partial withdrawal if it reduces the Face Amount to less
than that described in the Specifications Page.

If the Owner does not allocate a partial withdrawal and the partial withdrawal
transaction charge among the Fixed Account and each Sub-Account, we will
allocate that amount Pro rata.

                             PAYMENTS AND DEFERRALS

POSTPONEMENT OF PAYMENT: We may postpone any transfer from the Separate Account
or payment of any amount payable on:

-  surrender,

-  partial withdrawal,

-  transfer,

-  Certificate loan, or

-  death of the Insured.

[The postponement will continue during any period when:

-  trading on the New York Stock Exchange (NYSE) is restricted as determined by
   the SEC, or the NYSE is closed for days other than weekends and holidays, or

-  the SEC by order has permitted such suspension, or

-  the SEC has determined that such an emergency exists that disposal of
   portfolio securities or valuation of assets is not reasonably practical.]

We may also postpone any transfer from the Fixed Account or payment of any
portion of the amount payable on surrender, partial withdrawal or Certificate
loan from the Fixed Account for not more than six months from the day we receive
a written request and, if it is required, the Certificate. We will pay interest
if payment is not mailed or delivered within thirty days of the date a valid
request is made[; however, no interest shall be paid if such interest is less
than $25.] A "valid request" is made when all documentation necessary to
complete the transaction is received at the Home Office. The interest rate
credited will not be less than the minimum rate allowed by law. No payment will
be deferred to pay premiums on policies with the Company.

                                  DEATH BENEFIT

NET DEATH BENEFIT: If an Insured dies on or before the Final Payment Date, we
will pay the net death benefit under the Certificate. The amount of the net
death benefit depends on which death benefit option is in effect for the
Certificate on the date of death. We will deduct from the death benefit any
outstanding loan, including interest due through the month in which the Insured
dies, and monthly deductions due and unpaid through the Certificate month in
which the Insured dies, as well as any rider charges, any partial withdrawals
and partial withdrawal transaction charges.


                                      -28-
<PAGE>

If the Insured dies after the Final Payment Date, we shall pay the Certificate
Value minus any outstanding loan as of the date we receive written notice of
claim. Except as otherwise provided, we will pay interest from the date the
Insured dies to the date the net death benefit is paid. For lump sum payments,
the interest rate will be at least 3% a year, or the minimum rate set by law,
whichever is greater. [If the Death Benefit Option 2 is in effect on the date of
the Insured's death, we will begin calculating interest on the Certificate Value
portion of the net death benefit on the date we receive written notice of claim.
Interest will be paid on the Amount at Risk and the Fixed Account portion of the
net death benefit, if any, from the date of death to the date that portion of
the net death benefit is paid. Interest will be paid on the Separate Account(s)
portion of the net death benefit from the Liquidity Date(s) next following the
date of death to the date the balance of the net death benefit is paid. The
payment date will be determined in accordance with the Sub-Account Investment
Provision in the Specifications Page(s).]

DEATH BENEFIT OPTIONS: An Owner has three options for determining the amount of
the death benefit. The option elected in the Owner's application is shown on the
Certificate Specifications Page(s). There are two level death benefit options:
Death Benefit Option 1 and 3.

Under the level death benefit options, the death benefit is:

-  the Face Amount, or

-  the minimum death benefit on the date of death, whichever is greater.

Under the Death Benefit Option 2, the death benefit is:

-  the Face Amount, plus the Certificate Value on the date we receive written
   notice of claim (we will refund monthly deductions taken from the Certificate
   Value after the Insured's date of death), or

-  the minimum death benefit, whichever is greater.

REQUIRED MINIMUM AMOUNT OF DEATH BENEFIT: In order to qualify as "life
insurance" under the federal tax law, a Certificate issued under this Policy
must provide a minimum death benefit. This is called the "guideline minimum sum
insured" in the tax code. The minimum death benefit is obtained by multiplying
the Certificate Value by a percentage shown in the applicable Minimum Death
Benefit Table for the Insured's attained age and death benefit option. For the
Death Benefit Options 1 and 2, the table used is the Guideline Minimum Death
Benefit Table. This table is determined according to the guideline minimum death
benefit test set forth in the Federal tax laws.

For the Death Benefit Option 3, the Cash Value Accumulation Table is used. This
table is calculated to conform to the Cash Value Accumulation test set forth in
the federal tax laws.

The minimum death benefit will be determined as of the date of death. The
minimum death benefit will be adjusted to conform to any changes in the tax law.

DEATH BENEFIT OPTION CHANGES: If an Owner has selected Death Benefit Option 3,
he or she is not permitted to change the death benefit option. An Owner may
change the death benefit option only if he or she has selected either Death
Benefit Option 1 or 2.


                                      -29-
<PAGE>

An Owner may change the death benefit option by written request. Evidence of
Insurability may be required for a death benefit option change. The change will
be made on the next monthly processing date after we approve the request.

An Owner may not change the death benefit option more than once in any
Certificate Year or if the change reduces the Face Amount to less than the
Minimum Face Amount in the Specifications Page.

For a change from Death Benefit Option 1 to the Death Benefit Option 2, and if
the Company determines, based on the Evidence of Insurability, that the Insured
is an acceptable risk, the Face Amount under the Death Benefit Option 2 will be
equal to the death benefit under the Death Benefit Option 1, minus the
Certificate Value under Option 1 on the date of change. If the change is from
Option 2 to Option 1, the Face Amount will be equal to the death benefit under
Option 2 on the effective date of the change. For a change from the Death
Benefit Option 2 to the Death Benefit Option 1, the Face Amount will be equal to
the death benefit under the Death Benefit Option 2 on the date of change.

FACE AMOUNT: The Face Amount will be that selected by the Certificate Owner. The
Face Amount for each Insured is shown in the Certificate Specifications Page(s).
Death benefit Option 1 or 2 may be changed by the Certificate Owner on written
request. Death benefit Option 1 and 2 may not be changed to Option 3. If Option
3 is elected, it may not be changed. The effective date of a change is the
Monthly Processing Date following the date the request is approved by the
Company. Evidence of Insurability may be required to change from Option 1 to
Option 2. The death benefit option may not be changed more than once in any
Certificate Year after the first Certificate Year.

[No changes in the death benefit option may be made until after the first
Certificate Year.] The option may not be changed if it reduces the Face Amount
to less than the Minimum Face Amount shown in the Certificate Schedule Page(s)
for each Insured.

BENEFIT CHANGE: An Owner may increase or decrease the Face Amount of insurance
by written request during the Insured's lifetime.
An Owner may not change the Face Amount if it does not meet the minimum death
benefit requirement set by federal tax law.

INCREASE: To increase the Base  Amount:

-  [the Owner must complete our application and provide us with Evidence of
   Insurability for the Insured; and]

-  the Insured must be under our maximum issue age for new insurance; and

-  the Insured must be approved by us according to our underwriting rules; and

-  the Owner must pay the amount which is necessary to keep the Certificate in
   force for three months if the Certificate Value is less than this amount.

We will provide new Specification Pages, including a Supplemental Insurance
Charge Table. These pages will include the following information:

-  effective date of the increase,


                                      -30-
<PAGE>

-  amount of the increase,

-  underwriting class, [and]

-  Monthly  Insurance  Charge for the increase, [and

-  new guideline premiums].

We reserve the right to set a limit on the minimum amount of an increase [and
the effective date of such increase] in the Base Amount. No increase may be less
than our minimum limit in effect on the date we receive the Owner's request.

The Certificate Owner may return the new Specification Pages to us within ten
days after receiving them [or 45 days after completion of the "Application Form"
which shows the amount of the increase.] If the Owner returns these pages, we
will consider the increase void from the beginning. We will add the charges back
to the Certificate Value unless requested otherwise.

DECREASE: A Certificate Owner may decrease the Face Amount of the Certificate at
any time. It will be effective on the first monthly processing date after we
receive the written request.

The Face Amount will be decreased or eliminated in the following order:

-  first, the most recent increase in the Insured Term Rider, if any, or Base
   Amount,

-  second, the next most recent increases in succession, in the Insured Term
   Rider, if any, or the Base Amount,

-  next, the initial Insured Term Rider benefit, if any, and

-  last, the initial Face Amount.

We will provide new Specification Pages. These pages will include the following
information:

-  effective date of the decrease, [and]

-  amount of the decrease and the Face Amount remaining in force, [, and

-  new guideline premiums].

The Owner may not decrease the Base Amount or Insured Term Rider, if any, to
less than our minimum issue limit for this type of policy. We reserve the right
to establish a minimum limit on the amount of any decrease.

                             [REFUND OF SALES LOAD]

[REFUND OF SALES LOAD: If the Policyholder and Owner are a corporation, a
corporate grantor trust, or a corporate assignee in the case of a split dollar
arrangement, the Company will, upon written request, refund a portion of the
sales charge previously deducted from premiums paid under the following
conditions:


                                      -31-
<PAGE>

-  The Policy and all Certificates thereunder are surrendered prior to the end
   of the third Policy year;

-  The original Owner of the Policy and Certificates thereunder is a corporation
   or corporate grantor trust or an individual or trust under a corporate
   sponsored collateral assignment split dollar agreement, and the ownership has
   not been changed;

-  The Policy and Certificates have not been exchanged to another carrier.

REFUND AMOUNT: In the first Policy Year, the amount of the refund is [100%] of
the portion of the previously paid premium expense charges that exceeded our
local, state and federal tax expenses.

In the second Policy Year, the amount of the refund is [70%] of the portion of
the previously paid premium expense charges that exceeded our local, state and
federal tax expenses.

In the third Policy Year, the amount of the refund is [35%] of the portion of
the previously paid premium expense charges that exceeded our local, state and
federal tax expenses.

The amount of this refund will be calculated as of the date the written request
is received in the Principal Office and will be paid to the Owner or the
corporate assignee in the case of a corporate sponsored collateral assignment
split dollar arrangement.]

                               PAYMENT OF BENEFITS

PAYMENT OPTIONS: Upon written request, the surrender value or all or part of the
net death benefit may be placed under one or more of the payment options offered
by us at the time the request is made. If no election is made, we will pay the
benefit in a lump sum [, subject to the Sub-Account Investment Provision]. A
certificate will be provided to the payee describing the payment option
selected.

If a payment option is selected, the beneficiary, when filing proof of claim,
may pay us any amount that otherwise would be deducted from the net death
benefit.

The amounts payable under these options are paid from the General Account. The
options are not based on the investment experience of the Variable Account.

The amount applied under any one option for any one payee must be at least
$5,000. The periodic payment for any one payee must be at least $50.

Subject to the Owner and Beneficiary provisions, the Owner may change any option
selection before the net death benefit becomes payable. If no selection is made,
the beneficiary may select an option when the proceeds become payable.


                                      -32-
<PAGE>

RIGHT TO EXAMINE: This Certificate may be returned by mailing or delivering this
Certificate to the Principal Office or to an agent of the Company within ten
days after receiving it or 45 days after completion of the Enrollment Form, if
any. If returned, the insurance shown in this Certificate will be considered
void from the beginning, and the Company shall refund the sum of (1) the
difference between any payments made, including any fees or other charges, and
the amounts allocated to the Variable Account, (2) the value of the amounts
allocated to the Variable Account on the date the returned Certificate is
received at the Principal Office, and (3) any fees or other charges imposed on
the amounts allocated to the Variable Account.

Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
[1-800-533-7881]

                                   CERTIFICATE
THE CERTIFICATE VALUE, WHEN BASED ON THE INVESTMENT PERFORMANCE OF THE VARIABLE
ACCOUNT, MAY INCREASE OR DECREASE AND IS NOT GUARANTEED AS TO A FIXED DOLLAR
AMOUNT. PLEASE REFER TO THE VARIABLE ACCOUNT SECTION FOR ADDITIONAL INFORMATION.
WE AGREE TO PAY THE BENEFITS OF THE CERTIFICATE IN ACCORDANCE WITH ITS TERMS.

The value in the Fixed Account will accumulate at a rate which will not be less
than 4% a year; [__%] on Certificate Value subject to a Preferred Loan.
Additional interest in excess of the guaranteed rate may be credited at our
discretion.

THE AMOUNT OF THE DEATH BENEFIT AND THE LENGTH OF TIME THIS CERTIFICATE WILL
REMAIN IN FORCE MAY BE VARIABLE OR FIXED AS DESCRIBED IN THE BENEFIT PROVISION
OF THE CERTIFICATE. THE METHOD FOR DETERMINING THE AMOUNT OF THE DEATH BENEFIT
IS FOUND IN THE DEATH BENEFIT PROVISION.

This Certificate is not a contract. It is only a summary of the provisions of
the group policy identified in the Certificate Specifications Page. The group
policy is the only contract.


Executed at Dover, Delaware


Secretary                          President

           GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CERTIFICATE

Death benefits payable in the event of an Insured's death prior to Final Payment
Date. Adjustable death benefits may be increased or decreased. Coverage may
expire prior to the Final Premium Payment Date if premiums paid or the earnings
credited are insufficient to continue coverage to such date. Coverage to the
Final Payment Date and Amount of Certificate Value Not Guaranteed. Some benefits
reflect investment results. Flexible premiums payable to Final Premium Payment
Date. Nonparticipating.



                                      -33-
<PAGE>

                                TABLE OF CONTENTS


           Cover Page                                                        1
           Specifications Page                                               3
           Riders/Endorsements                                               3
           Charges                                                           4
           Definitions                                                       8
           Eligibility                                                       9
           General Terms                                                    10
           Certificate Owner and the Beneficiary                            11
           Termination of Insurance Certificate
           Premiums                                                         14
           Grace Period                                                     16
           Certificate Value                                                17
           Variable Account                                                 17
           Fixed Account                                                    18
           Transfers of Value                                               19
           [Automatic Rebalancing Option]
           [Dollar Cost Averaging Option]
                                                                            21
           Certificate Loans
           Surrender and Partial Withdrawals
           Payments & Deferrals
           Death Benefit
           Payment of Benefits




                                      -34-
<PAGE>

                         CERTIFICATE SPECIFICATIONS PAGE

A group flexible premium variable life insurance policy has been issued and
delivered to the Group Policyholder shown below. The group policy is the only
contract.

Allmerica Financial Life Insurance and Annuity Company certifies that the
Insured named below is covered under the group flexible premium variable life
insurance policy and according to the specifications identified in these
Specification Pages.

POLICYHOLDER:  [   ]

[EMPLOYER:  The ABC Employment Company]

[GROUP POLICY NO.:  12345]

CERTIFICATE OWNER: [ABC Company]

CERTIFICATE DATE:  [October 1, 2000]

CERTIFICATE NO.:  [9999999]

INSURED:  [John Doe]

ELIGIBLE CLASSES OF [[EMPLOYEE]S]:  [All full-time [Employee]s]

WAITING PERIOD:  [30 days]

                              SCHEDULE OF BENEFITS

NON-SMOKER                                                    AGE: [35]

FACE AMOUNT: [$50,000]

        CERTIFICATE FACE AMOUNT: [  ]

        TERM RIDER AMOUNT: [  ]

Planned Premium: [$XXXXX.XX a year]
Final Premium Payment Date: [August 15, 2054]
Mo. Processing Date: [15th day] of each month, see page 6]
[Valuation Date: ___ day of each month; see page 20]]

MAXIMUM PREMIUM: [For Options 1 & 2 only] [$100,000]

The surrender value may become insufficient to continue this Certificate in
force to the Final Premium Payment Date because of the following factors:
Certificate loans, partial withdrawals, increases in Face Amount, changes in the
death benefit option, increased current insurance charges, adverse investment
experience and changes in the amount, timing and frequency of premium payments.


                                      -35-
<PAGE>

MINIMUM INCREASE AMOUNT: [$1,000 - $10,000]

MINIMUM DECREASE AMOUNT: [$1,000 - $10,000]

MINIMUM PARTIAL WITHDRAWAL AMOUNT: [$500]

MORTALITY TABLE: 1980 CSO Mortality Table Age Last Birthday, [Smoker, Non-Smoker
or Unismoker, Male, Female or Unisex (Table B)] (or appropriate increases in
such tables for non-standard risks). For Insureds under age 18, [the mortality
table used is the 1980 CSO Mortality Table Age Last Birthday [Male, Female or
Unisex (Table B)] (or appropriate increases in such table for non-standard
risks).]

MINIMUM GUARANTEED INTEREST RATE: [4%] a year

MAXIMUM CERTIFICATE LOAN INTEREST RATE: [5.5%] a year in arrears

VARIABLE  ACCOUNT INVESTMENT PROVISION

         Separate Accounts (s) _____

         Sub-Accounts [1-5]:
         Number of Notification Days: [15]
         Investment Date: [any business day]
         Liquidity Date(s): [last business day of each calendar quarter]
         Availability of Funds: [15 business days after the Liquidity Date(s)]

         Sub-Accounts [6-10]:
         Number of Notification Days: [0]
         Investment Date: [daily]
         Liquidity Dates(s): [daily]
         Availability of Funds: [1 business day after the Liquidity Date(s)]

         Separate  Accounts(s) ____

         Sub-Accounts [11-15]:
         Number of Notification Days: [0]
         Investment Date: [daily]
         Liquidity Date(s): [daily]
         Availability of Funds: [2 business days after the Liquidity Date(s)]

         Sub-Accounts [16-20]:
         Number of Notification Days: [20]
         Investment Date: [Monday of each week]
         Liquidity Date(s): [last business day of each month]
         Availability of Funds: [10 business days after the Liquidity Date(s)]

                                     CHARGES



                                      -36-
<PAGE>

PREMIUM EXPENSE CHARGE: [2%]

         [Includes the following:

                  [PREMIUM TAX CHARGE: [A charge calculated to approximate the
                  aggregate taxes imposed on the Company by the state in which
                  the [Policyholder's Home Office is located] [Certificate Owner
                  resides] [Insured resides] based on Certificate premium
                  received by the Company.]]

                  [FEDERAL TAX CHARGE: [1%]]

                  [DISTRIBUTION CHARGE: [5%]]]

                          [Year 1 - X%
                           Years 2 through 4 - Y%
                           Years 5 through 7 - Z%
                           Years 8 and after - A%]

MONTHLY COST OF INSURANCE CHARGES: [See Page [7]]

ADMINISTRATIVE CHARGE: [$5] per month.

MONTHLY EXPENSE CHARGE: [XXX]

VARIABLE ACCOUNT MORTALITY AND EXPENSE RISK CHARGE: [The Owner will be assessed
a charge each month [based on the prior month's Variable Account Certificate
Value] not to exceed: (1) 1/12 of 0.75% of the Variable Account Certificate
Value for the mortality and expense risks assumed by us during the first 120
months the Certificate is in force; (2) 1/12 of 0.50% of the Variable Account
Certificate Value for the mortality and expense risks assumed by us during the
next 120 months the Certificate is in force; and (3) 1/12 of 0.30% on an annual
basis thereafter.] [One-twelfth of the charge, currently [.90%] on an annual
basis, applied each month to the prior month's Sub-Account value. This charge
may not exceed [.90%] on an annual basis.]

[One-twelfth of the annual charge shall be deducted on the monthly processing
date for this Certificate from the Certificate values in the Variable
Account(s). The charge is determined based on the assets in the Variable
Account(s) as of the prior month's Variable Account Certificate Value. The
Mortality and Expense Risk Charges are shown in the Table below. This charge may
not exceed [.53%] on an annual basis.]





                                      -37-
<PAGE>

<TABLE>
<CAPTION>
                ASSETS IN VARIABLE ACCOUNTS       ANNUALIZED MORTALITY & EXPENSE RISK
             <S>                                  <C>
             $0 - $4,999,999                                     .53%
             $5,000,000 - 14,999,999                             .48%
             $15,000,000 - 29,999,999                            .43%
             $30,000,000 - 49,999,999                            .38%
             $50,000,000+                                        .33%
</TABLE>

PARTIAL WITHDRAWAL TRANSACTION CHARGES: If the Owner withdraws part of their
funds, we will deduct a 2% withdrawal transaction charge (maximum $25) from the
Certificate Value each time a partial withdrawal is made.


TRANSFER CHARGE: Will not exceed $25[; no charge for the first twelve transfers
in any Certificate Year].

VARIABLE ACCOUNT ADMINISTRATIVE CHARGE: [One-twelfth of the charge currently
[.0%] on an annual basis applied each month to the prior month's Sub-Account
value. This charge may not exceed [.25%] on an annual basis, for up to [10]
Certificate Years.]



                     [ADDITIONAL BENEFITS PROVIDED BY RIDER

FORM NO.               RIDER                             COST OF       PAYABLE
                                                         INSURANCE     TO


END 249P-94            OPTION TO ACCELERATE
                       DEATH BENEFITS
                       ENDORSEMENT


                       INSURED TERM RIDER]




                                      -38-
<PAGE>

                  GUARANTEED MAXIMUM COST OF INSURANCE CHARGES
                          PER $1,000 OF AMOUNT AT RISK

<TABLE>
<CAPTION>
                                             MONTHLY RATE                                 MONTHLY RATE

                           AGE                PER $1000                  AGE               PER $1000
                           <S>               <C>                         <C>              <C>
                           [35                  0.176                     70                 3.354
                           36                   0.187                     71                 3.682
                           37                   0.200                     72                 4.060
                           38                   0.215                     73                 4.496
                           39                   0.233                     74                 4.984
                           40                   0.252                     75                 5.513
                           41                   0.275                     76                 6.077
                           42                   0.297                     77                 6.666
                           43                   0.323                     78                 7.276
                           44                   0.350                     79                 7.924
                           45                   0.380                     80                 8.635
                           46                   0.411                     81                 9.431
                           47                   0.444                     82                10.339
                           48                   0.480                     83                11.373
                           49                   0.519                     84                12.514
                           50                   0.561                     85                13.738
                           51                   0.610                     86                15.022
                           52                   0.666                     87                16.357
                           53                   0.729                     88                17.738
                           54                   0.800                     89                19.172
                           55                   0.877                     90                20.678
                           56                   1.960                     91                22.287
                           57                   1.047                     92                24.063
                           58                   1.140                     93                26.120
                           59                   1.239                     94                28.813
                           60                   1.350                     95                32.818
                           61                   1.474                     96                39.643
                           62                   1.613                     97                53.066
                           63                   1.772                     98                83.333
                           64                   1.949                     99                83.333]
                           65                   2.143
                           66                   2.351
                           67                   2.573
                           68                   2.809
                           69                   3.065
</TABLE>

[Male, Age 35, Preferred Non-Smoker Based on 1980 CSO Mortality Table Age Last
Birthday]



                                      -39-
<PAGE>

                    [MINIMUM DEATH BENEFIT - OPTIONS 1 AND 2

                      GUIDELINE MINIMUM DEATH BENEFIT TABLE

<TABLE>
<CAPTION>
                  AGE                    PERCENTAGE                    AGE           PERCENTAGE
               <S>                       <C>                       <C>               <C>
               [Thru 40                     250%                       60                130%
                  41                        243%                       61                128%
                  42                        236%                       62                126%
                  43                        229%                       63                124%
                  44                        222%                       64                122%
                  45                        215%                       65                120%
                  46                        209%                       66                119%
                  47                        203%                       67                118%
                  48                        197%                       68                117%
                  49                        191%                       69                116%
                  50                        185%                       70                115%
                  51                        178%                       71                113%
                  52                        171%                       72                111%
                  53                        164%                       73                109%
                  54                        157%                       74                107%
                  55                        150%                   75 thru 90            105%
                  56                        146%                       91                104%
                  57                        142%                       92                103%
                  58                        138%                       93                102%
                  59                        134%                       94                101%
                                                                     95-100              100%]]
</TABLE>


                                      -40-
<PAGE>

                        [MINIMUM DEATH BENEFIT - OPTION 3

                       CASH VALUE ACCUMULATION TEST TABLE

<TABLE>
<CAPTION>
                   AGE          PERCENTAGE           AGE           PERCENTAGE
                   <S>          <C>                  <C>           <C>
                   35             396.94%            70              148.74%
                   36             384.02%            71              145.78%
                   37             371.57%            72              142.96%
                   38             359.56%            73              140.28%
                   39             348.01%            74              137.77%
                   40             336.91%            75              135.41%
                   41             326.23%            76              133.21%
                   42             315.99%            77              131.14%
                   43             306.13%            78              129.19%
                   44             296.67%            79              127.33%
                   45             287.57%            80              125.57%
                   46             278.84%            81              123.89%
                   47             270.44%            82              122.29%
                   48             262.36%            83              120.79%
                   49             254.59%            84              119.39%
                   50             247.11%            85              118.09%
                   51             239.92%            86              116.88%
                   52             233.01%            87              115.76%
                   53             226.39%            88              114.71%
                   54             220.05%            89              113.70%
                   55             213.98%            90              112.72%
                   56             208.18%            91              111.75%
                   57             202.62%            92              110.76%
                   58             197.30%            93              109.72%
                   59             192.19%            94              108.60%
                   60             187.29%            95              107.38%
                   61             182.59%            96              106.07%
                   62             178.09%            97              104.69%
                   63             173.78%            98              103.37%
                   64             169.67%            99              102.44%]
                   65             165.76%
                   66             162.03%
                   67             158.48%
                   68             155.09%
                   69             151.85%
</TABLE>


                                      -41-
<PAGE>

                                   DEFINITIONS

[ACTIVELY AT WORK ON A FULL-TIME BASIS means the [Employee] is performing all of
the regular duties of the [Employee]'s occupation at the [Employee]'s usual
place of employment on a full-time work schedule which is in no way curtailed or
altered because of the [Employee]'s health.]

AGE means how old the Insured is on the last birthday prior to the Certificate
anniversary.

[AMOUNT AT RISK for each Certificate, means the total death benefit, including
the Insured Term Rider, if any, provided by the Certificate less its Certificate
Value.]

ASSIGNEE means the person to whom the Owner transfers ownership of the
Certificate.

BASE AMOUNT means the amount of insurance coverage the Owner elects to buy in
the application, not including the Insured Term Rider. The Base Amount is shown
in the Certificate Specifications Page.

CERTIFICATE means the individual Certificate issued for each Insured describing
the benefits to which the Owner is entitled under the Policy. In the event of
any change in the Policy affecting the benefits under this Certificate, a new
Certificate or Certificate rider will be issued to the Certificate Owner.

CERTIFICATE CHANGE means any change in the Face Amount, the underwriting class,
the addition or deletion of a rider, or a change in the Death Benefit Option.

CERTIFICATE DATE OR DATE OF ISSUE means, with respect to any Insured, the
effective date of that person's coverage. The Certificate Date is stated in the
Certificate Specifications Page for each Insured. Certificate months, years and
anniversaries are measured from this date.

CERTIFICATE OWNER OR OWNER means [the Policyholder.] [The person named in the
Application Form.]

CERTIFICATE VALUE means the sum of the values in the Variable Account and the
Fixed Account.

CERTIFICATE YEAR means a period of 12 months commencing on the same day of the
year as the Certificate Date.

COMPANY means Allmerica Financial Life Insurance and Annuity Company, also
referred to as we, our and us. Our telephone number is [1-800-    ].

[ELIGIBLE [EMPLOYEE] means an [[Employee] or Member] who is in an eligible class
as shown in the Specification Pages.]

[[EMPLOYEE] means a person who is actively at work [on a full-time basis] for an
employer.]

[ENROLLMENT FORM OR APPLICATION means the form which is completed and signed by
the Owner and the [Employee], if applicable, when applying for coverage under
this Policy.]

EVIDENCE OF INSURABILITY means the information, including medical information,
satisfactory to us, that we use to decide the underwriting class for the person
Insured.

FACE AMOUNT means the sum of the Base Amount, plus the amount(s) under the
Insured Term Rider, if applicable. The Face Amount is shown on the Certificate
Specifications Page.


                                      -42-
<PAGE>

FINAL PAYMENT DATE OR FINAL PREMIUM PAYMENT DATE means the Certificate
anniversary nearest the Insured's [100th] birthday. No payments may be made
after this date.

[FULL-TIME WORK SCHEDULE means a normal week of at least [32] hours. If an
[Employee] is on approved leave (and not disabled) or on vacation, the
[Employee] is considered to be Actively at work.]

INSURED means the person on whose life this Certificate has been issued.

[INVESTMENT DATE(S) means the investment date(s) identified on a Specifications
Page of this Certificate. It is the date specified by each Sub-Account
Investment Manager as the date additional payments and transfers will be
accepted into the Sub-Account(s).]

[LIQUIDITY DATE(S) means the date the Certificate Value in the Variable
Account(s) is available for loans, surrenders, partial withdrawals, transfers
and death benefits. The Liquidity Date(s) for each Sub-Account is shown on the
Specifications Page of this Certificate. The Liquidity Date(s) for the Fixed
Account is each valuation day.]

[MEMBER means an investor of a financial institution or a member of an
association.]

MONTHLY INSURANCE CHARGE means the amount of money we deduct from the
Certificate Value each month to pay for the insurance.

MONTHLY PROCESSING DATE means the date on which the monthly deduction is made
from the Certificate Value. This date is shown on the Specifications Page of
this Certificate.

OUTSTANDING LOAN means all unpaid Certificate loans plus interest due or accrued
on such loans.

POLICY YEAR means a period of 12 months commencing on the same day of the year
as the Policy date of issue.

PREMIUM means a payment which must be made to keep this Certificate in force.

PRINCIPAL OFFICE means our office located at 440 Lincoln Street, Worcester,
Massachusetts 01653.

PRO RATA refers to an allocation among the Sub-Accounts of the Variable Account
and the Fixed Account. A Pro-rata allocation will be in the same proportion that
the Certificate Value in each Sub-Account of the Variable Account and the
Certificate Value in the Fixed Account (other than value that is subject to
Outstanding Loan) have to the total unloaned Certificate Value.

RIDER means an optional benefit, which may be added to this Certificate [for an
additional charge.]

SPECIFICATIONS PAGE(S) means pages that contain information specific to [the
Policy or] this Certificate, as applicable, and are located after the Table of
Contents.

SUB-ACCOUNTS means subdivisions of the Variable Account investing exclusively in
the shares of one or more Funds, which the Certificate Owner chooses for their
investment allocations.

UNDERWRITING CLASS means the insurance risk classification that we assign to the
Insured based on the information in the application or Enrollment Form, if any,
and any other Evidence of Insurability we


                                      -43-
<PAGE>

obtain. The Insured's underwriting class affects the Monthly Insurance Charge,
the Monthly Expense Charge and the amount of the payments required to keep this
Certificate in force.

WRITTEN NOTICE OF CLAIM means written notification of the death of the Insured
received in the Principal Office of the Company.

WRITTEN REQUEST means a request made by an Owner in writing in a form which is
satisfactory to us and which is filed at our Principal Office.

YOU, YOUR means the Owner of this Certificate.

                                  ELIGIBILITY

ELIGIBILITY: An [Employee] is eligible to be insured if the [Employee] is in an
eligible class as shown in the Specifications Pages.

ELECTION OF INSURANCE: To elect insurance, You , and an [Eligible [Employee,] as
applicable,] must complete the necessary application form or Enrollment Form, if
any, furnished by the Company and provide the Company with Evidence of
Insurability which shows that the proposed Insured is an acceptable risk.

[Generally,] insurance will become effective on the first monthly processing
date following the date the proposed Insured is accepted for insurance by the
Company.

If there has been a material change in the proposed Insured's health between the
time of completion of the Enrollment Form, if any, for this coverage and the
effective date of coverage, new Evidence of Insurability may be required before
such coverage on the proposed Insured will become effective.

Notwithstanding the above, in no event will new insurance become effective if
the Policy has been terminated.

                                  GENERAL TERMS

OUR RIGHT TO CONTEST IS LIMITED: Except for failure to pay premiums, this
Certificate cannot be contested after it has been in force during the Insured's
lifetime for two years from the date of issue.

Except for failure to pay premiums, a requested increase in the Base Amount, a
change from Death Benefit Option 1 or 2 or an increase in the Amount at Risk as
a result of an additional Certificate premium payment which includes Evidence of
Insurability cannot be contested after the increased amount or change in Death
Benefit Option has been in force during the Insured's lifetime for two years
from its effective date.

All statements by You and any Insured person in the application or Enrollment
Form, if any, including any subsequent applications, are considered
representations and not warranties. The Company will not use any statement to
contest this Certificate or defend a claim unless the statement is in the
application or Enrollment Form, if any, and a copy of the instrument containing
the statement is or has been furnished to the Policyholder, You or beneficiary.

ADJUSTMENT OF COST FACTORS: We determine the Monthly Insurance Charge and Fixed
Account interest rates which are used to calculate the Certificate Value,
subject to the guarantees noted in this Certificate.


                                      -44-
<PAGE>

Any changes in these charges and rates will be made by underwriting class only,
and will be based on changes in our future expectations for such things as: our
investment earnings, our expenses, life expectancy rates, and how many
[Certificate Owners] [Insured's remain covered under] [keep] their Certificates.

SUICIDE EXCLUSION: If the Insured commits suicide, while sane or insane, within
two years of the date this Certificate is issued, we will not pay a death
benefit. The beneficiary will receive only the total amount of payments made to
us for the insurance less any outstanding loan and loan interest due and amounts
withdrawn. If the face amount is increased at Your request, and then the Insured
commits suicide, while sane or insane, within two years, we will not pay the
increased amount. Instead the beneficiary will receive the Monthly Insurance
Charges paid for this increase, plus any net death benefit otherwise payable.

MISSTATEMENT OF AGE [OR SEX]: If the Insured's age [or sex, if applicable,] is
not correctly stated, we will adjust the net death benefit we will pay. The
amount will be:

-  the Certificate Value, plus

-  the Amount at Risk that would have been purchased by the last Monthly
   Insurance Charge using the correct age [and sex].

No adjustment will be made if:

-  the Insured dies after the Final Payment Date.

PROTECTION OF BENEFITS: To the extent allowed by law, the benefits provided by
this Certificate cannot be reached by the beneficiary's creditors. No
beneficiary may assign, transfer, anticipate or encumber the Certificate Value
or benefit unless You give them this right.

PERIODIC REPORT: We will mail a report to Your at your last known address at
least once a year. This report will provide the following information for this
Certificate:

-  death benefit;

-  Certificate Values in each Sub-Account and in the Fixed Account;

-  the value of this Certificate if it is surrendered;

-  [changes in the Maximum Single Premium and the Maximum Level Premium;]

-  [increases and decreases in the Face Amount;]

-  Certificate payments made and monthly deductions by us since the last report;
   and

-  outstanding Certificate loans and any other information required by law.

OWNERSHIP OF ASSETS: The Company shall have exclusive and absolute ownership and
control of its assets, including the assets of the Variable Account(s).


                                      -45-
<PAGE>

MONEY PAYABLE: All money payable by or to the Company is to be paid in the
lawful currency of the United States of America.


PROJECTIONS: You may request an illustration of future benefits based on both
the guaranteed and then future assumptions. [The Company reserves the right to
charge a fee for each projection requested; however, the fee will not exceed
$25.]

AUTHORITY: No change in this Certificate will be valid until it is approved by
the President, a Vice President or Secretary of the Company. This approval must
be endorsed on or attached to the Policy or Certificate. Neither an agent or
other person has authority to accept representations or information not in a
written Enrollment Form, if any, or application, nor may that person change this
Certificate or waive any of its provisions.

CHANGE IN POLICY: Subject to Certificate guarantees, the Company has the right,
at any time and from time to time, to change the cost of insurance rates,
interest rates and any expenses shown in the Specifications Page(s).

The consent of [a Certificate Owner,] an Insured or other person referred to in
this Certificate is not required to end, amend, modify or change this
Certificate. All changes to this Certificate will apply on the effective date of
the change, and will not be applied retroactively.


CONFORMITY WITH STATE STATUTES: If any provision of this Certificate is in
conflict with any applicable statute, it is hereby amended to comply with the
minimum requirements of such statute.

                      CERTIFICATE OWNER AND THE BENEFICIARY

CERTIFICATE OWNER: You are the Owner of this Certificate unless another person
is named as Owner in the application. You may change the ownership of this
Certificate without the consent of any revocable beneficiary. [Whenever the Face
Amount of insurance is increased, the Insured must be notified or agree.] You
may exercise all other rights and options granted by this Certificate, subject
to the consent of any irrevocable beneficiary.

ASSIGNMENT: The ownership of this Certificate may be changed by You sending us a
written request. The written request must be received at our Principal Office.
An absolute assignment will transfer ownership of this Certificate to another
person called the assignee.

You may also assign this Certificate as collateral to a collateral assignee. The
limitations on Ownership rights while a collateral assignment is in effect are
specified in the assignment.

An approved written assignment will take effect as of the date it is signed. Any
rights created by the assignment will be subject to any payments made or actions
taken by us before the change is received. We are not responsible for assuring
that any assignment or any assignee's interest is valid.

BENEFICIARY: You name the beneficiary to receive the net death benefit. The
beneficiary's interest will be affected by any assignment. If this Certificate
is assigned as collateral, all or a portion of the net death benefit will first
be paid to the collateral assignee; any money left over from the amount due the
assignee will go to those otherwise entitled to it.


                                      -46-
<PAGE>

A beneficiary may be revocable or irrevocable. A revocable beneficiary may be
changed at any time by written request; but an irrevocable beneficiary must
agree to any change in writing. An irrevocable beneficiary's permission is also
needed to exercise other rights and options granted by this Certificate. Unless
otherwise indicated, the beneficiary will be revocable. Any change of the
beneficiary must be made while the Insured is living. This change will take
place on the date the request is signed, even if the Insured is not living on
the day we receive it. Any rights created by the change will be subject to any
payments made, or actions taken, before we receive the written request.

[If a beneficiary dies before the Insured, his or her interest in the proceeds
will pass to any surviving beneficiaries in proportion to their share in the net
death benefit, unless requested otherwise. If all beneficiaries die before the
Insured, the net death benefit will pass to You or Your estate.]

                      TERMINATION OF INSURANCE CERTIFICATE

TERMINATION OF INSURANCE: Prior to the Insured's death, this Certificate will
terminate on the first to occur of the following:

-  this Certificate lapses,

-  the foreclosure date, or

-  the surrender of this Certificate is requested.

[If the Insured ceases to be in an eligible class, You may continue this
Certificate, but all future premiums must be allocated to the General Account.]

                                    PREMIUMS

PREMIUMS: Certificate premium is the premium paid by You for insurance coverage.
[The Policy and Certificates will not be in force until the first premium is
paid to us.] [Additional Certificate premium payments may be made to us at any
time before the Final Payment Date, subject to the condition that Evidence of
Insurability of the Insured is provided which is satisfactory to us if the
payment would increase the death benefit by more than the amount of the payment.
Payments must be sent either to our Principal Office or to our authorized
representative.]

If requested in writing, we will send a signed receipt after payment. The
payment amount, which must be paid to keep this Certificate in force, is
described in the Certificate Grace Period and Certificate Lapse provision.

PREMIUM PAYMENT LIMITATIONS: We may limit the amount of Certificate premium
payment received in any Certificate Year if the Death Benefit Option is either 1
or 2. [This limit will not be less than the guideline level premium; however,]
the sum of all payments made on this Certificate from the issue date, minus any
partial withdrawals, may not be more than the greater of:

-  the guideline single premium, or

-  the sum of the guideline level premiums to the date of payment.


                                      -47-
<PAGE>

The guideline premium amounts are shown on the Specifications Page of this
Certificate if Death Benefit Option 1 or 2 has been elected. These premium
limitations will not apply if they cause this Certificate to lapse.

Guideline premiums are determined according to rules in the federal tax law, and
will be adjusted as that law changes.

If the maximum payment limit applies to this Certificate, the excess payment
will be applied first to the outstanding loan and we will then return any
balance to You within 60 days after the Certificate anniversary. We will pay
interest on each refund at the Fixed Account interest rate in effect on the date
we receive payment.

Subject to the limitations set forth above, the Company will accept any
Certificate premium payment (or portion thereof) which does not increase the
Amount at Risk regardless whether Death Benefit Option 1, 2 or 3 is in effect;
see Required Minimum Amount of Death Benefit Provision. [Any Certificate premium
payment (or portion thereof) which would increase the Amount at Risk shall be
returned to You by the Company. No additional Certificate premium payments which
increase the Amount at Risk will be accepted and no additional death benefit
shall be provided until the following conditions have been met:

-  Evidence of Insurability has been received by the Company; and

-  the Company has notified You that the Insured is in a satisfactory
   underwriting class. This notification shall include a copy of the Enrollment
   Form, if applicable, containing the information relied on by the Company in
   making its determination. You may make Certificate premium payments which
   increase the Amount at Risk for up to 60 days following the date of such
   notification by the Company that the conditions have been met, but not later
   than the Final Payment Date.]

NET PREMIUM: The net premium is equal to the premium less any premium expense
charge. The premium expense charge in effect on the Certificate issue date is
shown on the Certificate Schedule Page(s) as "PREMIUM EXPENSE CHARGE." It may be
adjusted to reflect any increase or decrease in the applicable state, local, or
federal premium expense rate.

                                  GRACE PERIOD

CERTIFICATE GRACE PERIOD AND CERTIFICATE LAPSE: We will send You a notice if
Certificate premium payments are not enough to keep the Certificate in force.
This Certificate will continue for 62 days, which is the grace period.

The first day of the grace period is called the date of default. We will send
the notice to Your last known address, or to the person named to receive this
notice, showing the due date and the amount of premium which must be paid to
keep this Certificate in force.

[We also will send a notice to Your last known address at least 15 and not more
than 45 days prior to the end of the grace period if the surrender value is not
adequate to prevent Certificate lapse.]

The grace period will begin if the Certificate Value less any outstanding loan
on a monthly processing date is less than the amount needed to pay the next
monthly deduction plus any outstanding loan interest accrued.


                                      -48-
<PAGE>

The death benefit during the grace period will be reduced by any overdue
charges. This Certificate will lapse if the amount shown in the notice remains
unpaid at the end of the grace period. The Certificate terminates on the date of
lapse.

REINSTATEMENT: If this Certificate has lapsed or foreclosed for failure to pay
loan interest, and has not been surrendered, it may be reinstated within three
years after the date of default or foreclosure. We will reinstate this
Certificate on the monthly processing date following the day we receive all of
the following items:

-  a written application for reinstatement,

-  Evidence of Insurability showing the Insured is insurable according to our
   underwriting rules[,and

-  a payment large enough to keep this Certificate in force for three months].

The Owner may repay or reinstate any outstanding loan on the date of default or
foreclosure.

The reinstatement premium will be allocated to the Fixed Account until we
approve the application, at which time we will transfer the reinstatement
premium, plus accrued interest, as directed in the most recent premium payment
allocation request.

The Certificate Value on the reinstatement date is:

-  the payment to reinstate the Certificate, including the interest earned from
   the date we received the payment; plus

-  an amount equal to the Certificate Value less any outstanding loan on the
   default date; less

-  the monthly deduction due on the reinstatement date.

                                CERTIFICATE VALUE

PAYMENT AND ALLOCATION OF NEW PAYMENTS: Each payment made to us will be added to
the Certificate Value. The Certificate Value consists of all the money in the
Variable Account and the Fixed Account.

ALLOCATION OF PAYMENTS: If You make a payment with the application or at any
time before the date of issue, we will hold the payment in the Fixed Account as
of the day we receive it at our Principal Office. When the Certificate has been
issued, we will transfer any funds from the Fixed Account (which were not
allocated by You to the Fixed Account) as directed by You in the application or
by later request. All payments received thereafter will be allocated in
accordance with the most recent payment allocation request. All percentage
allocations must be in whole numbers, with the total allocation to all selected
accounts equaling 100%.[ A processing charge of up to $25 may be made for
changing the payment allocation.]

[Before the Right to Examine the Certificate expires, the Company may put the
net payment to be invested in the Separate Account(s) into the Sub-Account
investing in the [Money Market fund] on the date the proposed Insured is
accepted for insurance by the Company or on the date the payment is received at
the Company's Principal Office, whichever is later. The Company will transfer
the Certificate Value from the Fixed Account or the Sub-Account investing in the
[Money Market fund,] as applicable,


                                      -49-
<PAGE>

as directed by You according to Your most recent allocation, no later than the
expiration of the period during which You may exercise Your Right to Examine the
Certificate [subject to the Sub-Account Investment Provision]. All net payments
received thereafter will be allocated in accordance with Your most recent
payment allocation request.]

[In addition, net premium paid at any time prior to the Final Premium Payment
Date will be placed in the Fixed Account, or in the Sub-Account investing in the
[Money Market fund,] as applicable, on the date it is received at the Principal
Office. Certificate Value will be transferred to the Sub-Account(s) in
accordance with Your premium allocation no later than the next applicable
Investment Date following the receipt of the premium.]

MONTHLY DEDUCTION: The monthly deduction from the Certificate's Value is the sum
of the following charges:

-  the Monthly Insurance Charges;

-  monthly expense charge;

-  administrative charge;

-  the mortality and expense risk charge; [and

-  the variable account administrative charge; and

-  any monthly rider charge(s)].

Monthly deductions are made on the date of issue of the Certificate and on each
monthly processing date until the Final Payment Date. Thereafter, the mortality
and expense risk charge will be deducted on the Monthly Processing Date for the
life of the Insured.

You may choose the Sub-Account from which the monthly deduction will be made. If
no choice is made, we will deduct the monthly deduction Pro-rata [among the
Fixed Account and the Sub-Accounts from which funds can be liquidated on a
monthly processing date. Any portion of the monthly deduction which cannot be
satisfied on a monthly processing date, solely due to the Sub-Account Investment
Provision, will be deducted from the Sub-Account(s) based on the Liquidity
Date(s) which next occurs unless paid by You prior to that Liquidity Date(s). A
charge of not more than 8% per annum may be imposed on such amounts.] In the
event any charge is greater than the Value of a Sub-Account to which it relates
on a monthly processing date, the unpaid balance will be totaled and allocated
Pro-rata among the other [liquid] Sub-Accounts of the Separate Account; the
Company will notify You if this occurs.

Charges allocated to the Fixed Account will be deducted on a last-in, first-out
basis. This means that we use the most recent payments to pay the fees.

INSURANCE CHARGES:

The Monthly Insurance Charge for the Certificate equals the sum of the charges
that apply to:

-  the Base Amount, plus


                                      -50-
<PAGE>

-  each increase in the Base Amount,

-  plus any rider benefits.

We will determine the Monthly Insurance Charge each month. The actual charge for
the Insured Term Rider may be different than the charge for the Base Amount. Any
changes in these charges will be made by underwriting class. If the Face Amount
is decreased, we will adjust the Monthly Insurance Charge according to the
Benefit Change provision.

The Maximum Monthly Insurance Charge for the initial Face Amount will not be
more than (1) multiplied by (2) where:

-  (1) is the insurance rate shown for the Insured's age in the Table in the
   Specifications Page; and

-  (2) is the initial Face Amount divided by 1,000.

For purposes of this calculation, if one of the level death benefit options is
in effect, the initial Face Amount will be reduced by the Certificate Value,
[minus charges for rider benefits at the beginning of the month,] but not less
than zero.

If the Face Amount is increased, the Monthly Insurance Charge for the increase
will not be more than (3) multiplied by (4) where:

-  (3) is the insurance rate applicable to the increased  Face Amount for the
   Insured's age; and

-  (4) is the amount of the increase in the Face Amount divided by 1,000.

For purposes of this calculation, "age" means how old the Insured is on the last
birthday prior to the anniversary of the effective date of the increase. If one
of the level death benefit options is in effect and the Certificate Value is
higher than the initial Base Amount, the excess Certificate Value, minus charges
for rider benefits at the beginning of the month, will be used to reduce any
Insured Term Rider insurance benefit and increases in the Base Amount in the
order in which the Insured Term Rider insurance and increases in the Base Amount
were issued.

If the total death benefit is the minimum death benefit required for the
Certificate to qualify as life insurance under the federal tax law, the Monthly
Insurance Charge for the portion of the death benefit which exceeds the Face
Amount (i.e., initial Base Amount plus any Insured Term Rider insurance and
increases) will not be higher than (5) multiplied by (6) divided by 1,000 where:

-  (5) is the insurance rate applicable to the initial Base Amount; and

-  (6) is the death benefit less:

   -   the greater of the Face Amount or the Certificate Value if either of the
       level death benefit options is in effect, or

   -   the Face Amount plus the Certificate Value, if the Death Benefit Option 2
       is in effect.


                                      -51-
<PAGE>

INSURANCE RATES: [The cost of insurance rate for each Certificate may include an
expense factor and a mortality factor. The expense factor covers a portion of
our acquisition and distribution costs, tax and administrative expenses.] The
mortality factor is based on the Insured's:

-  age,

-  effective date of insurance coverage, including increases,

-  sex, if applicable,

-  underwriting class, and

-  Base Amount.

The guaranteed rates will be no greater than the:

-  the Commissioner's 1980 Standard Ordinary Mortality Table Age Last Birthday,
   [Male, Female, Unisex (Table B), Smoker, Non-Smoker, Unismoker], and

-  appropriate increases in such tables for rated risks.

[The insurance rates actually charged will usually be lower than, and never will
be higher than, the guaranteed rates. We will review the actual insurance rates
whenever we change these rates for new group flexible premium variable life
insurance policies. In any event, rates will be reviewed not more often than
once each year, but not less than once in a five-year period.]

                               VARIABLE ACCOUNT(S)

VARIABLE ACCOUNT: The Variable Account consists of one or more Separate
Accounts. The Value of this Certificate will vary if it is funded through
investments in the Sub-Accounts of the Separate Account(s). [A Separate Account
that is registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940 ("1940 Act") is referred to as a "registered
Separate Account." A Separate Account that is not registered under the 1940 Act
is referred to as a "non-registered Separate Account."] [The Policy provides for
two Separate Accounts, A and B.] The Separate Account(s) are separate from our
Fixed Account. We have exclusive and absolute ownership and control of all
assets, including those in the Separate Account(s). However, the portion of
assets in the Separate Account(s) equal to the reserves and liabilities of the
Certificates which are supported by the Separate Account(s) will not be charged
with liabilities that come from any other business we conduct.

[Separate Account A, which we established to support variable life insurance
certificates is called [______] and, is registered with the SEC as a unit
investment trust under the 1940 Act. [Separate Account B, which we established
to support variable life insurance certificates is called [ ], and is registered
with the SEC as a management investment company under the 1940 Act. The Separate
Account(s) are also governed by the laws of the Commonwealth of Massachusetts
and the State of Delaware.]

[Interests in the Separate Account(s) have not been registered under the
Securities Act of 1933 ("1933 Act"). Separate Account(s) A is not registered
under the 1940 Act in reliance on the exemption provided


                                      -52-
<PAGE>

by Section 3(c)(1) of the 1940 Act. Separate Account(s) B is not registered
under the 1940 Act in reliance on the exemption provided by Section 3(c)(7) of
the 1940 Act.]

Each Separate Account(s) may have several Sub-Accounts. The Sub-Accounts in
which You initially chose to invest are shown in the Allocation Form. Each
Sub-Account invests its assets in a separate series of an investment company
(called a "Fund") , which may or may not be registered under the 1940 Act, or in
other securities and investments. Funds that are registered under the 1940 Act
are referred to as "registered funds." Funds that are not registered under the
1940 Act are referred to as "non-registered funds."

[Sub-Account 1 of Separate Account(s) A will initially invest in (NAME) Fund,
which is not registered under the 1940 Act in reliance on the exemption provided
by Section 3(c)(1) of the 1940 Act. Sub-Account 1 of Separate Account(s) B will
initially invest in (NAME) Fund, which is not registered under the 1940 Act in
reliance on the exemption provided by Section 3(c)(7) of the 1940 Act]
[Sub-Account 2 of Separate Account(s) A will initially invest in the (name)
Fund, and Sub-Account 2 of Separate Account(s) B will initially invest in the
(name) Fund.]

We reserve the right, when the law allows, to change the name of the Separate
Account or any of its Sub-Accounts.

VARIABLE ACCOUNT CERTIFICATE VALUE: Certificate premium payments made, which are
allocated to the Sub-Accounts, will purchase units of the Sub-Accounts [on the
first Investment Date on or following receipt by the Company of such premiums at
its Principal Office].

The number of units purchased in each Sub-Account is equal to the portion of the
payment allocated to the Sub-Account, divided by the value of the applicable
unit as of the valuation date the payment is received at our Principal Office or
on the date value is transferred to the Sub-Account from another Sub-Account or
the Fixed Account.

The number of units will remain fixed unless (1) changed by a subsequent split
of unit value, or (2) reduced because of a transfer, Certificate loan, partial
withdrawal, transaction charges, monthly deduction or surrender allocated to the
Sub-Account. Any transaction described in (2) will result in the cancellation of
a number of units, which are equal in value to the amount of the transaction. On
each valuation date we will value the assets of each Sub-Account in which there
has been activity. The Certificate Value in a Sub-Account at any time is equal
to the number of units the Certificate then has in that Sub-Account multiplied
by the Sub-Account's unit value. The value of a unit for any Sub-Account for any
valuation period is determined by multiplying that Sub-Account's unit value for
the immediately preceding valuation period by the net investment factor for the
valuation period for which the unit value is being calculated. The unit value
will reflect the charges of the Sub-Account, if any, and the investment advisory
fee and other expenses incurred by the Funds.

NET INVESTMENT FACTOR: The net investment factor measures the investment
performance of a Sub-Account during the valuation period that has just ended.
The net investment factor for each Sub-Account is equal to 1.00 plus the result
from dividing (a) by (b) [and subtracting (c)] where:

-  (a) is the investment income of the Sub-Account for the valuation period,
   plus capital gains, realized or unrealized, credited during the valuation
   period; minus capital losses, realized or unrealized, charged during the
   valuation period; adjusted for provisions made for taxes, if any; and

-  (b) is the value of that Sub-Account's assets at the beginning of the
   valuation period[; and


                                      -53-
<PAGE>

-  (c) is a charge equal to ___% on an annual basis of the daily value of the
   Sub-Account's assets].

Since the net investment factor may be more or less than one, the unit value may
increase or decrease. The Owner bears the investment risk. We reserve the right
(subject to any required regulatory approvals) to change the method we use to
determine the net investment factor.

VALUATION DATES AND PERIODS: [The day that the Company values the assets of a
Sub-Account is the valuation date. For each Sub-Account of an unregistered
Separate Account, the valuation date will be at least monthly for the purpose of
determining the monthly deduction. For each Sub-Account of a registered Separate
Account, a Valuation Date is each day that the New York Stock Exchange (NYSE) is
open for business and any other day in which there is enough trading in the
Separate Account's underlying portfolio securities to materially affect the
value of the Separate Account. A valuation period is the period between
valuation dates.] [For the Sub-Account(s) investing in non-registered funds, the
Liquidity Date(s) and the Investment Date shown in the Certificate
Specifications Page(s) shall be used for determining the value of each Separate
Account(s) for all other purposes under the Certificate.]

ADDITION, DELETION or SUBSTITUTION OF INVESTMENTS: We may not change the
investment policy of the Separate Account without the approval of the Insurance
Commissioner of Delaware. The investment policy is on file with the
Commissioner.

We reserve the right, subject to compliance with applicable law, to add to,
delete from, or substitute for the shares of a Fund that are held by the
Separate Account or that the Separate Account may purchase. We reserve the right
to buy shares of other Funds for other series or classes of certificates, or to
cause a conversion between series or classes of certificates or contracts if You
request it. We also reserve the right to eliminate the shares of any Fund if
they are no longer available for investment, or if we believe investing more in
any eligible Fund is no longer appropriate for the purposes of the Separate
Account. We will notify You before we substitute any shares in the Separate
Account.

We reserve the right to establish other Sub-Accounts, and to make them available
to any class or series of certificates as we think appropriate. Each new
Sub-Account would invest in a new investment company or in shares of another
open-end investment company. We also reserve the right to eliminate or combine
existing Sub-Accounts of the Separate Account and to transfer the assets between
Sub-Accounts, when allowed by law. If we believe it is in the best interests of
our Certificate Owners, we may operate the Separate Account [as a management
company under the Investment Company Act of 1940,] or we may de-register it
under that Act if the registration is no longer required.] We may also combine
it with other separate accounts.

No material change in the underlying investment policy of a Sub-Account of the
Separate Account shall be made until 60 days have elapsed from the date such
change has been filed with the Commissioner of Insurance or such shorter period
as the Commissioner may permit. In the event of material change in the
investment policy of a Sub-Account of the Separate Account or of a Fund, You
will be notified of the change. If Certificate Values are in that Sub-Account,
we will transfer it without charge on written request to another Sub-Account of
the Separate Account or to the Fixed Account [as of the next Liquidity Date(s)].
We must receive the written request within sixty (60) days of the later of (1)
the effective date of such change in the investment policy or (2) Your receipt
of the notice of Your right to transfer. You may then change the premium and
deduction allocation percentages.


                                      -54-
<PAGE>

If we make any substitutions or changes in the Separate Account(s) that we
believe are necessary or appropriate, we may make changes in this Certificate by
written notice to reflect the substitution or change.

[SUB ACCOUNT INVESTMENT PROVISION: Investments into and payment of Certificate
loans, surrenders, partial withdrawals, transfers, and death proceeds from the
Separate Account(s) will be determined based upon the Sub-Account Investment
Provision shown on the Specifications Page. The Sub-Account Investment Provision
shall identify the Investment Date, Liquidity Date(s) and the notice period
required prior to the Liquidity Date(s).]

FEDERAL TAXES: If we must pay taxes on the Separate Account, we will charge You
for that tax. Although the account is not now taxable, we reserve the right to
make a charge for taxes if the account becomes taxable.

SPLITTING OF UNITS: We reserve the right to split the value of a unit, either to
increase or decrease the number of units. Any splitting of units will have no
material effect on Certificate benefits.

                                  FIXED ACCOUNT

FIXED ACCOUNT: The Fixed Account is a part of our General Account. The General
Account consists of all assets owned by us, other than those in the Variable
Account and other separate accounts. Except as limited by law, we have sole
control over the investment of these General Account assets. You do not share
directly in the investment experience of the General Account, but are allowed to
allocate and transfer funds into the Fixed Account.

FIXED ACCOUNT INTEREST RATES: The interest rate credited to Certificate Value in
the Fixed Account is set by us but is guaranteed never to be less than that
described in the Specifications Page. We will review the non-guaranteed interest
rate from time to time, at least once a year.

The interest rate in effect on the day we receive Your payment at our Principal
Office is guaranteed for one year unless You borrow money from that Certificate
Value. The interest rate on Certificate Value transferred from a Sub-Account of
the Separate Account(s) to the Fixed Account is not guaranteed. Certificate
value which is within the first-year guarantee period first will be used for
payment of fees, charges, loans and partial withdrawals on a last-in, first-out
basis.

The interest rate in effect on a Certificate anniversary is guaranteed for one
year for those Certificate Values in the Fixed Account on the Certificate
anniversary so long as those values remain in the Fixed Account and are not
borrowed.

FIXED ACCOUNT CERTIFICATE VALUE: The Fixed Account Certificate Value on the date
of issue is the net premium less the first monthly deduction. On each monthly
processing date thereafter, the Certificate Value of the Fixed Account is:

-  the Certificate Value in this account on the preceding monthly processing
   date, if any, increased by one month's interest, plus

-  payments received since the last monthly processing date which are allocated
   to the Fixed Account plus the interest accrued from the date the payments are
   received by us, plus


                                      -55-
<PAGE>

-  Separate Account Certificate Value transferred to the Fixed Account from any
   Sub-Accounts since the preceding monthly processing date, increased by
   interest from the date the Certificate Value is transferred, minus

-  Certificate Value transferred from the Fixed Account to a Sub-Account since
   the preceding monthly processing date and interest accrued on these transfers
   from the transfer date to the monthly processing date, minus

-  partial withdrawals from the Fixed Account and partial withdrawal transaction
   charges since the last monthly processing date, interest accrued on these
   withdrawals and charges from the withdrawal date to the monthly processing
   date, minus

-  any transaction charges allocated to the Fixed Account for any changes in the
   Face Amount since the last monthly processing date and interest accrued on
   such charges to the monthly processing date, minus

-  the portion of the monthly deduction allocated to the Certificate Value in
   the Fixed Account.

During any Certificate month the Fixed Account Certificate Value will be
calculated on a consistent basis.

BASIS OF VALUE OF THE FIXED ACCOUNT: We base the minimum surrender value in the
Fixed Account on mortality no greater than the [Commissioner's 1980 Standard
Ordinary Mortality Table Age Last Birthday, Male, Female or Unisex (Table B)]
with interest at [4%] each year, compounded annually.

Actual Certificate Values are based on interest and insurance rates that we set.
[We have filed a detailed description of the way we determine this value with
the State Insurance Department.] All values equal or exceed the minimums
required by law in the state in which this Certificate is delivered.

                               TRANSFERS OF VALUE

While this Certificate is in force, You may transfer amounts between the Fixed
Account and the Sub-Accounts or among Sub-Accounts, on request either in writing
or by telephone transfer, if this option has been chosen. [Any transfer must be
made in accordance with the Sub-Account Investment Provision and is subject to
the postponement of payment provision.].

Once during the first 24 months after the Certificate date of issue, and once
during the first 24 months after an increase in the Base Amount, You may
transfer, without charge, all or part of the Certificate Value in the Separate
Account(s) to the Fixed Account [, based on the Liquidity Date(s) which next
occurs,] in order to convert to a Fixed Account only product. Thereafter, future
payments will be allocated to the Fixed Account unless specified otherwise. All
other transfers are subject to the following rules, and will be permitted with
our approval.

The minimum and maximum amounts that may be transferred from the Fixed Account
to the Separate Account shall be determined by us. [The minimum amount required
for a transfer will be no more than [$500.] The maximum transfer amount will not
be less than the lesser of [$100,000 or 25%] of the Certificate Value.]


                                      -56-
<PAGE>

[Transfers from the Fixed Account to any Sub-Account(s) of the Separate Account
are permitted only once per calendar quarter [based on the Liquidity Date(s)].]
[Subject to any liquidity restrictions of a non-registered Separate Account,]
there is no limit on the number of transfers between the Sub-Accounts of the
Separate Account and there is no limit on the number of transfers between the
Sub-Accounts of the Separate Account to the Fixed Account.

If a transfer would reduce the Certificate Value in a Sub-Account to less than
$100, we reserve the right to include the remaining value in the amount
transferred.

There will be no charge for the first [12] transfers in a Certificate Year, but
a transfer charge of up to [$25] may be made on each additional transfer. Any
transfer charge will be deducted from the amount that is transferred. Transfers
that result from a Certificate loan or repayment of a loan are not subject to
these rules.

[If the Investment Date(s) of the Sub-Account(s) to which a transfer is to be
made is a date other than the Liquidity Date(s) of the Sub-Account(s) from which
the transfer will be made, such transfer amount will be made to the [Money
Market Fund] and remain there until the next applicable Investment Date(s).]

The Company may at any time revoke, modify, or limit the transfer privilege.


                         [DOLLAR COST AVERAGING OPTION]

[An Owner may elect automatic transfers of at least $100 to be made from one
Sub-Account (called the DCA Sub-Account in this provision) to one or more of the
other Sub-Accounts of the Separate Account. We will permit You to designate the
[Money Market Sub-Account] as the DCA Sub-Account. Other Sub-Accounts or the
Fixed Account may be designated as the DCA Sub-Account subject to our consent.

Automatic transfers may be made on a monthly, quarterly, semi-annual or annual
frequency. The Dollar Cost Averaging Option will be treated as one of the twelve
free transfers permitted in a year without regard to how many Sub-Accounts are
elected or the transfer frequency. We reserve the right to limit the number of
Sub-Accounts that may be utilized and we may discontinue this option at any time
upon advance written notice to You.

If an automatic transfer reduces the balance in the DCA Sub-Account to less than
$100, the entire balance will be transferred proportionately to the chosen
Sub-Account(s).

The Dollar Cost Averaging Option will end:

-  when the amount in the DCA Sub-Account is zero after an automatic transfer
   has been made and no payments are allocated to the DCA Sub-Account before the
   next DCA processing date; or

-  upon request by You.

[We will send a written notice to You when the Dollar Cost Averaging Option
ends.] Payments allocated to the Sub-Account designated as the DCA Sub-Account
after this option has ended will not automatically reinstate the option; a new
election must be made.

The Dollar Cost Averaging Option and the Automatic Rebalancing Option may not be
in effect at the same time.]


                                      -57-
<PAGE>

                         [AUTOMATIC REBALANCING OPTION]

[By electing this option You may automatically rebalance the Sub-Accounts of the
Separate Account. You may direct us to process such transfers on a monthly,
quarterly, semi-annual or annual frequency. When You elect this option You will
designate the percentage allocation for each of the Sub-Accounts chosen. On each
periodic transfer date we will review the percentage allocation in the various
Sub-Accounts and, as necessary, transfer funds in order to reestablish the
designated percentage allocation mix.

The Automatic Rebalancing Option will be treated as one of the twelve free
transfers permitted in a Certificate Year without regard to how many
Sub-Accounts are elected or the transfer frequency. If the amount necessary to
reestablish the designated mix on any transfer date is less than $100, no
transfer will be made. The arrangement may be terminated on written request. We
reserve the right to limit the number of Sub-Accounts that may be utilized for
automatic rebalancing and to discontinue the option upon advance written notice
to You.

The Dollar Cost Averaging Option and the Automatic Rebalancing Option may not be
in effect at the same time.]



                                CERTIFICATE LOANS

The Certificate will be the security for the loan.

AMOUNT AN OWNER MAY BORROW: The total amount You may borrow is the loan value.
The loan value is 90% of the Certificate Value. You are advised to consult with
a tax advisor before making a Certificate loan.

If You do not specify from which accounts to borrow, we will allocate the loan
Pro rata [,subject to any Liquidity Date(s) and the Sub-Account Investment
Provision.]

In order to secure the outstanding loan, we will transfer the Certificate Value
in each Sub-Account equal to the Certificate loan allocated to each Sub-Account
to the Fixed Account [subject to any Liquidity Date(s) or limitations or
withdrawal restrictions of limited partnership agreements imposed by funds in
which the investment manager has invested Sub-Account assets, and in accordance
with the Sub-Account Investment Provision.]. [The Company will allocate the loan
Pro rata to the Separate Account(s) on the Liquidity Date(s) immediately
following the date the Company receives the loan request. Certificate Value in
each Separate Account(s) equal to the Certificate loan allocated to each
Separate Account(s) will be transferred on the Liquidity Date(s) to the Fixed
Account to secure the debt.]

LOAN INTEREST: Interest is due on Certificate loans. Except as otherwise
provided in the Preferred Loan Option, the maximum rate of interest is set forth
in the Specifications Page(s). Interest accrues daily, and is payable at the end
of each Certificate Year. Any interest that is not paid on time will be added to
the loan principal and bear interest at the same rate. If this makes the
principal higher than the Certificate Value in the Fixed Account, we will offset
this shortfall by transferring funds from the Sub-Accounts to the Fixed Account.
We will allocate the transferred amount Pro rata among the Sub-Accounts in the
same proportion that the value in each Sub-Account has to the total value in all
of them [,subject to any Liquidity Dates(s) and the Sub-Account Investment
Provision.]


                                      -58-
<PAGE>

REPAYING THE OUTSTANDING LOAN: You may repay the outstanding loan at any time
before this Certificate lapses. When it is repaid, we will transfer the
Certificate Value securing the loan that is in the Fixed Account to the various
Sub-Accounts [on the next Investment Date] and increase the value in them. You
may tell us how to allocate repayments, but if You do not, we will allocate them
according to the most recent payment allocation choices made. Loan repayments
made to the Separate Account cannot be higher than the amounts transferred from
it to secure the outstanding loan.

FORECLOSURE: If at any time the Certificate Value less any outstanding loan is
insufficient to cover the monthly deduction, we will terminate this Certificate.
We will mail a notice of this termination to Your last known address and to any
assignee. If the excess outstanding loan is not paid within 62 days after this
notice is mailed, this Certificate will terminate with no value. You may
reinstate this Certificate according to the Reinstatement provision.

PREFERRED LOAN OPTION: All Certificate loans after the tenth Certificate Year
will qualify as a preferred loan.

The annual interest rate charged to that portion of the Certificate loan is
guaranteed to not exceed 4.5%. The annual interest rate credited to Preferred
loans is guaranteed not to be less than 4%.

You may revoke this option at any time.


                        SURRENDER AND PARTIAL WITHDRAWALS

SURRENDER: You may cancel the Certificate and receive its surrender value as
long as the Insured is living on the date we receive Your written request in our
Principal Office. The Certificate will be canceled on that day. You may choose
to receive the surrender value in a lump sum or under a benefit option. . [The
surrender value will be paid as of the Liquidity Date(s) following the date the
request is received in the Principal Office and in accordance with the
Sub-Account Investment Provision.]

SURRENDER VALUE: The surrender value equals the Certificate Value minus any
outstanding loan.

PARTIAL WITHDRAWALS: Partial withdrawals are not allowed during the first
Certificate Year. After the first Certificate Year, You may make a partial
withdrawal. Each partial withdrawal must be at least $500. We will deduct a 2%
partial withdrawal transaction charge, not to exceed $25, from the Certificate
Value each time a partial withdrawal is made. [Partial withdrawals from the
Separate Account(s) may only be made on a Liquidity Date(s) and in accordance
with the Sub-Account Investment Provision.]

If one of the Level Death Benefit Options is elected, the Face Amount and
Certificate Value will be reduced by the amount of the partial withdrawal, and
the Certificate Value will be further reduced by the partial withdrawal
transaction charge. The Face Amount will be decreased in the following order:

-  first, the most recent increase in the Insured Term Rider, if any, or Base
   Face Amount,

-  second, the next most recent increases in the Insured Term Rider, if any, or
   the Base Amount, in succession,

-  the initial Insured Term Rider benefit, if any, and


                                      -59-
<PAGE>

-  last, the initial Face Amount.

If the Death Benefit Option 2 is elected, the Certificate Value will be reduced
by the amount of the partial withdrawal and the partial withdrawal transaction
charge.

We will not permit a partial withdrawal if it reduces the Face Amount to less
than that described in the Specifications Page.

If You do not allocate a partial withdrawal and the partial withdrawal
transaction charge among the Fixed Account and each Sub-Account, we will
allocate that amount Pro rata.

                             PAYMENTS AND DEFERRALS

POSTPONEMENT OF PAYMENT: We may postpone any transfer from the Separate Account
or payment of any amount payable on:

-  surrender,

-  partial withdrawal,

-  transfer,

-  Certificate loan, or

-  death of the Insured.

[The postponement will continue during any period when:

-  trading on the New York Stock Exchange (NYSE) is restricted as determined by
   the SEC, or the NYSE is closed for days other than weekends and holidays, or

-  the SEC by order has permitted such suspension, or

-  the SEC has determined that such an emergency exists that disposal of
   portfolio securities or valuation of assets is not reasonably practical.]

We may also postpone any transfer from the Fixed Account or payment of any
portion of the amount payable on surrender, partial withdrawal or Certificate
loan from the Fixed Account for not more than six months from the day we receive
a written request and, if it is required, the Certificate. We will pay interest
if payment is not mailed or delivered within thirty days of the date a valid
request is made[; however, no interest shall be paid if such interest is less
than $25.] A "valid request" is made when all documentation necessary to
complete the transaction is received at the Home Office. The interest rate
credited will not be less than the minimum rate allowed by law. No payment will
be deferred to pay premiums on policies with the Company.

                                  DEATH BENEFIT

NET DEATH BENEFIT: If an Insured dies on or before the Final Payment Date, we
will pay the net death benefit under this Certificate. The amount of the net
death benefit depends on which death benefit option


                                      -60-
<PAGE>

is in effect for this Certificate on the date of death. We will deduct from the
death benefit any outstanding loan, including interest due through the month in
which the Insured dies, and monthly deductions due and unpaid through the
Certificate month in which the Insured dies, as well as any rider charges, any
partial withdrawals and partial withdrawal transaction charges.

If the Insured dies after the Final Payment Date, we shall pay the Certificate
Value minus any outstanding loan as of the date we receive written notice of
claim. Except as otherwise provided, we will pay interest from the date the
Insured dies to the date the net death benefit is paid. For lump sum payments,
the interest rate will be at least 3% a year, or the minimum rate set by law,
whichever is greater. [If the Death Benefit Option 2 is in effect on the date of
the Insured's death, we will begin calculating interest on the Certificate Value
portion of the net death benefit on the date we receive written notice of claim.
Interest will be paid on the Amount at Risk and the Fixed Account portion of the
net death benefit, if any, from the date of death to the date that portion of
the net death benefit is paid. Interest will be paid on the Separate Account(s)
portion of the net death benefit from the Liquidity Date(s) next following the
date of death to the date the balance of the net death benefit is paid. The
payment date will be determined in accordance with the Sub-Account Investment
Provision in the Specifications Page(s).]

DEATH BENEFIT OPTIONS: You have three options for determining the amount of the
death benefit. The option elected in Your application is shown on the
Certificate Specifications Page(s). There are two level death benefit options:
Death Benefit Option 1 and 3.

Under the level death benefit options, the death benefit is:

-  the Face Amount, or

-  the minimum death benefit on the date of death, whichever is greater.


Under the Death Benefit Option 2, the death benefit is:

-  the Face Amount, plus the Certificate Value on the date we receive written
   notice of claim (we will refund monthly deductions taken from the Certificate
   Value after the Insured's date of death), or

-  the minimum death benefit, whichever is greater.

REQUIRED MINIMUM AMOUNT OF DEATH BENEFIT: In order to qualify as "life
insurance" under the federal tax law, a minimum death benefit must be provided.
This is called the "guideline minimum sum insured" in the tax code. The minimum
death benefit is obtained by multiplying the Certificate Value by a percentage
shown in the applicable Minimum Death Benefit Table for the Insured's attained
age and death benefit option. For the Death Benefit Options 1 and 2, the table
used is the Guideline Minimum Death Benefit Table. This table is determined
according to the guideline minimum death benefit test set forth in the Federal
tax laws.

For the Death Benefit Option 3, the Cash Value Accumulation Table is used. This
table is calculated to conform to the Cash Value Accumulation test set forth in
the federal tax laws.

The minimum death benefit will be determined as of the date of death. The
minimum death benefit will be adjusted to conform to any changes in the tax law.


                                      -61-
<PAGE>

DEATH BENEFIT OPTION CHANGES: If You have selected Death Benefit Option 3, You
are not permitted to change the death benefit option. You may change the death
benefit option only if You have selected either Death Benefit Option 1 or 2.

You may change the death benefit option by written request. Evidence of
Insurability may be required for a death benefit option change. The change will
be made on the next monthly processing date after we approve the request.

You may not change the death benefit option more than once in any Certificate
Year or if the change reduces the Face Amount to less than the Minimum Face
Amount in the Specifications Page.

For a change from Death Benefit Option 1 to the Death Benefit Option 2, and if
the Company determines, based on the Evidence of Insurability, that the Insured
is an acceptable risk, the Face Amount under the Death Benefit Option 2 will be
equal to the death benefit under the Death Benefit Option 1, minus the
Certificate Value under Option 1 on the date of change. If the change is from
Option 2 to Option 1, the Face Amount will be equal to the death benefit under
Option 2 on the effective date of the change.

For a change from the Death Benefit Option 2 to the Death Benefit Option 1, the
Face Amount will be equal to the death benefit under the Death Benefit Option 2
on the date of change.

FACE AMOUNT: The Face Amount will be that selected by You. The Face Amount for
the Insured is shown in the Certificate Specifications Page(s). Death benefit
Option 1 or 2 may be changed by You on written request. Death benefit Option 1
and 2 may not be changed to Option 3. If Option 3 is elected, it may not be
changed. The effective date of a change is the Monthly Processing Date following
the date the request is approved by the Company. Evidence of Insurability may be
required to change from Option 1 to Option 2. The death benefit option may not
be changed more than once in any Certificate Year after the first Certificate
Year.

[No changes in the death benefit option may be made until after the first
Certificate Year.] The option may not be changed if it reduces the Face Amount
to less than the Minimum Face Amount shown in the Certificate Schedule Page(s)
for the Insured.

BENEFIT CHANGE: You may increase or decrease the Face Amount of insurance by
written request during the Insured's lifetime. You may not change the Face
Amount if it does not meet the minimum death benefit requirement set by federal
tax law.

INCREASE: To increase the Base Amount:

-  [You must complete our application and provide us with Evidence of
   Insurability for the Insured; and]

-  the Insured must be under our maximum issue age for new insurance; and

-  the Insured must be approved by us according to our underwriting rules; and

-  You must pay the amount which is necessary to keep this Certificate in force
   for three months if the Certificate Value is less than this amount.


                                      -62-
<PAGE>

We will provide new Specification Pages, including a Supplemental Insurance
Charge Table. These pages will include the following information:

-  effective date of the increase,

-  amount of the increase,

-  underwriting class, [and]

-  Monthly Insurance Charge for the increase, [and

-  new guideline premiums].

We reserve the right to set a limit on the minimum amount of an increase [and
the effective date of such increase] in the Base Amount. No increase may be less
than our minimum limit in effect on the date we receive Your request.

You may return the new Specification Pages to us within ten days after receiving
them [or 45 days after completion of the "Application Form" which shows the
amount of the increase.] If You return these pages, we will consider the
increase void from the beginning. We will add the charges back to the
Certificate Value unless requested otherwise.

DECREASE: You may decrease the Face Amount of the Certificate at any time. It
will be effective on the first monthly processing date after we receive the
written request.

The Face Amount will be decreased or eliminated in the following order:

-  first, the most recent increase in the Insured Term Rider, if any, or Base
   Amount,

-  second, the next most recent increases in succession, in the Insured Term
   Rider, if any, or the Base Amount,

-  next, the initial Insured Term Rider benefit, if any, and

-  last, the initial Face Amount.

We will provide new Specification Pages. These pages will include the following
information:

-  effective date of the decrease, [and]

-  amount of the decrease and the Face Amount remaining in force, [, and

-  new guideline premiums].

You may not decrease the Base Amount or Insured Term Rider, if any, to less than
our minimum issue limit for this Certificate. We reserve the right to establish
a minimum limit on the amount of any decrease.

                               PAYMENT OF BENEFITS


                                      -63-
<PAGE>

PAYMENT OPTIONS: Upon written request, the surrender value or all or part of the
net death benefit may be placed under one or more of the payment options offered
by us at the time the request is made. If no election is made, we will pay the
benefit in a lump sum [, subject to the Sub-Account Investment Provision]. A
certificate will be provided to the payee describing the payment option
selected.

If a payment option is selected, the beneficiary, when filing proof of claim,
may pay us any amount that otherwise would be deducted from the net death
benefit.

The amounts payable under these options are paid from the General Account. The
options are not based on the investment experience of the Variable Account.

The amount applied under any one option for any one payee must be at least
$5,000. The periodic payment for any one payee must be at least $50.

Subject to the Owner and Beneficiary provisions, You may change any option
selection before the net death benefit becomes payable. If no selection is made,
the beneficiary may select an option when the proceeds become payable.






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<PAGE>

             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

                               Insured Term Rider

This rider is a part of the Certificate to which it is attached if it is shown
in the schedule of benefits and premiums. The Insured under the Certificate is
the Insured under this Rider.

BENEFIT

BENEFIT - The Company will pay the term insurance benefit upon receipt of due
proof that the Insured died prior to the final premium payment date while this
rider is in force. Unless otherwise requested, the term insurance benefit will
be paid to the beneficiary of the Certificate. The Specifications Page of the
Certificate shows the initial term insurance benefit.

Benefit Change Provisions

ELECTIVE CHANGE PROVISIONS - The Owner may change the amount of term insurance
if such request is made:

-  during the lifetime of the Insured; and

-  on written request while this Rider and Certificate are in force.

INCREASE - Any increase in the amount of term insurance is subject to:

-  Evidence of Insurability;

-  the Insured must be under age 86 and insurable according to the Company's
   underwriting rules; and

-  payment to the Company of the amount needed to keep the Certificate in force
   if the surrender value of the Certificate is less than all charges due on the
   Policy.

The effective date of the increased amount of term insurance will be:

-  the date requested by the Certificate Owner and agreed upon by the Company;
   otherwise

-  the first monthly payment date on or following the date all the conditions
   are met.

A supplemental Specifications Page will be issued. This Page will include the
following information for the additional amount of term insurance:

   -           the effective date of the increased term insurance;

   -           the amount of the increase in the term insurance; and

   -           the new guideline premiums and monthly charges.

No increase may be less than the Company's minimum limit in effect on the date
of the request.


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<PAGE>

DECREASE - A request to decrease the amount of term insurance will be effective
on the monthly processing date following the date of the written request. Such
term insurance will be decreased or eliminated in the following order:

-  first, the most recent increase;

-  second, the next most recent increase successively; and

-  finally, the original amount of term insurance.

A supplemental Specifications Page will be issued. This Page will include the
following information:

-  the effective date of the decrease in the amount of term insurance; and

-  the amount of the decrease in the term insurance and the benefit remaining in
   force.

The Term insurance may not be reduced to less than the Company's minimum issue
limit.

The Company reserves the right to establish a minimum limit for the amount of
any decrease.

AUTOMATIC CHANGES - The Company may change the amount of term insurance
automatically in the following instances:

     -            Decreases - If the Certificate Owner changes the death benefit
         option of the Certificate from Option 1 to Option 2, or elects to
         decrease the Face Amount of the Certificate, the Company will reduce
         the Face Amount on a last in, first out basis with term insurance being
         reduced before the Base Amount where the Insured Term Rider and the
         Certificate have the same effective date.

     -            Increases - If the Certificate Owner changes the death benefit
         option of the Certificate from Option 2 to Option 1, the Company will
         increase the term insurance to provide the increase in the Face Amount.

GENERAL

OWNER - The Owner of the Certificate is the owner of this rider.

INCONTESTABILITY - Except for failure to pay premiums, term insurance cannot be
contested after the expiration of the following time periods:

-  the initial term insurance benefit cannot be contested after the term
   insurance has been in force during the Insured's lifetime for two years from
   the effective date; and

-  an increase in the term insurance as a result of a request by the Certificate
   Owner which includes Evidence of Insurability cannot be contested after the
   increased amount has been in force during the Insured's lifetime for two
   years from its effective date.

SUICIDE EXCLUSION - The risk of suicide of the Insured, while sane or insane,
within two years of the effective date of the initial term insurance is not
assumed. The beneficiary will receive the sum of the monthly charges paid for
this rider.

The risk of suicide of the Insured, while sane or insane, within two years of
the effective date of any increase in the term insurance amount as a result of a
request by the Certificate Owner which includes


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<PAGE>

Evidence of Insurability is also not assumed to the extent of such increase. The
beneficiary will receive the monthly charges paid for such increase.

MISSTATEMENT OF AGE [OR SEX] - If the age [or sex, if applicable,] of the
Insured has been misstated, the amount payable under this rider will be such as
the charges paid on the last monthly processing date would have purchased at the
Insured's correct age [and sex].

CHARGES - Charges for this rider are payable as a part of the monthly deduction
due under this Certificate.

The maximum charges for each year for this rider are shown in the Specifications
Page(s).

TERMINATION - This rider will terminate on the first to occur of:

-  the end of the grace period of a premium in default; or

-  the termination of the Certificate; or

-  the monthly processing date following a request for termination.

Except as otherwise provided, all conditions and provisions of the Certificate
apply to this rider.


                                  Signed for the Company at Dover, Delaware





                                  Secretary
                      President




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