<PAGE>
                                                                    EXHIBIT 10.7


                     UNUM LIFE INSURANCE COMPANY OF AMERICA

                            LONG TERM CARE INSURANCE


<PAGE>

                            Long Term Care Insurance
                                       For
                               Executive Officers
                                       of
                    Community Financial Holding Company, Inc.

This insurance is a paid benefit for the Executive Officers of Community
Financial Holding Company and their spouses.


<PAGE>

                         LONG TERM CARE INSURANCE POLICY

This policy is intended to be a tax qualified long-term care insurance contract
under Section 7702B(b) of the Internal Revenue Code of 1986. NOTE THAT THE
GEORGIA INSURANCE DEPARTMENT DOES NOT IN ANY WAY WARRANT THAT THIS POLICY MEETS
THE REQUIREMENTS OF SECTION 7702B(b) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

                                     NOTICE

The laws of the State of Georgia prohibit insurers from unfairly discriminating
against any person based upon his or her status as a victim of family violence.

Unum Life Insurance Company of America (referred to as "we", "our" and "us") is
pleased to issue this insurance policy to you. This policy provides long term
care benefits under stated conditions. Please refer to the policy provisions
where we tell you when and how we will pay benefits. You will find an index of
these provisions on Page 2. THIS IS A LIMITED BENEFIT HEALTH INSURANCE POLICY -
PLEASE READ IT CAREFULLY.

              THIS POLICY IS GUARANTEED RENEWABLE FOR LIFE WE HAVE
                       A LIMITED RIGHT TO CHANGE PREMIUMS

You may renew this policy on each Policy Anniversary by paying each premium
before its Grace Period ends. We reserve the right to change premiums for this
policy. To do so, we must change the premiums for all similar policies issued in
your state on this policy form. Any change in premium will be effective on your
Policy Anniversary Date. We will send you written notice at least 60 days in
advance.

                      30 DAY RIGHT TO EXAMINE YOUR POLICY

You may cancel this policy for any reason within 30 days after it is delivered
to you or your representative. Simply return the policy, within 30 days of its
receipt, to us at our Home Office. If this is done, the policy will be canceled
from the beginning and all of the premium paid will be refunded.

                    IMPORTANT CAUTION ABOUT YOUR APPLICATION

CAUTION: We issued this policy based upon medical and other questions you
answered in your application. A copy of your application is attached. If, for
any reason, any of your answers are incorrect or untrue, contact us immediately
at the address stated below, to the attention of the Long Term Care Division. If
any of your answers are incorrect or untrue, we may deny your benefits or void
this policy subject to the Incontestability provision. The best time to clear up
any questions is now, before a claim arises!

THIS POLICY IS NOT A MEDICARE SUPPLEMENT POLICY. IF YOU ARE ELIGIBLE FOR
MEDICARE, REVIEW THE MEDICARE SUPPLEMENT BUYER'S GUIDE AVAILABLE FROM
US.

NOTICE TO BUYER: This policy may not cover all costs associated with long term
care incurred by you during the period of coverage. You are advised to review
carefully all policy limitations.

This policy becomes effective on the Effective Date shown in the Policy
Schedule, provided the first modal premium is paid.


         /s/ [ILLEGILBE]                                 /s/ [ILLEGIBLE]
             Secretary                                       President

                     Unum Life Insurance Company of America
                              2211 Congress Street,
                              Portland, Maine 04122

LTC94Q                                                                        GA
                                                                  5303-97(11/01)
<PAGE>

                           INDEX OF POLICY PROVISIONS

PAGE NUMBER

1        RENEWAL

1        THIRTY DAY RIGHT TO EXAMINE POLICY

3        POLICY SCHEDULE

4        TERMS YOU SHOULD KNOW

8        BENEFITS

         Monthly Benefit

         Bed Reservation Provision

9        Rehabilitation and Alternate Care Plans

10       LIMITATIONS AND EXCLUSIONS

         Plan Exclusions Pre-Existing Conditions

11       CLAIM INFORMATION

         How To File a Claim

12       When Claims Are Paid

         To Whom Claims Are Paid

         Claim Overpayment

13       TERMINATION PROVISIONS

         Termination of Benefits

         Extension of Benefits

         Termination of Policy

14       PREMIUMS

         Waiver of Premium

         Grace Period

         Reinstatement

15       Reinstatement of Terminated Policy Due to Disability

         Refund of Premium After Death

16       GENERAL PROVISIONS

         The Contract

         Statements

         Legal Actions

         Incontestable

17       Conformity with State Statutes

         Misstatement of Age

         Nonparticipating

         Owner

         Loss Payee

         Assignment

                  Any riders or amendments will follow page 17


                                       2
<PAGE>

                                 POLICY SCHEDULE

      INSURED     Ann K Marshall                   POLICY DATE       11/01/2002

POLICY NUMBER     LAC756056                     EFFECTIVE DATE       10/01/2002

                     ACCELERATED PAYMENT OPTION EFFECTIVE DATE       11/01/2002

                               SUMMARY OF PREMIUM

Premiums are payable in United States dollars as follows: Spousal Discount
Applied.

<TABLE>
<CAPTION>
      Beginning          Annual           Semi Annual           Quarterly          Monthly
      ----------       ---------          -----------           ---------          --------
      <S>              <C>                <C>                   <C>                <C>
      11/01/2002       $2,192.04           $1,117.94             $569.93           $197.28
</TABLE>

                               SUMMARY OF COVERAGE

<TABLE>
<S>                                       <C>
Form #  LTC94Q                            Nursing Home
Effective Date                            10/01/2002
Annual Premium                            $1,152.36
Elimination Period                        60 Cumulative days
Benefit Amount                            $4,500 Per Month
Assisted Living Facility Benefit          60% of the Nursing Home Benefit or 100% of the
                                          Home Care Benefit whichever is greater.
Maximum Benefit Amount                    $324,000
</TABLE>


<TABLE>
<S>                                       <C>
Form #    PHC97Q                          Professional Home and Community Care Benefit
Home Care Effective Date                  10/01/2002
Annual Premium                            $1,039.68
Home Care Benefit                         100% of Nursing Home Benefit
</TABLE>

RIDERS

<TABLE>
<S>                                       <C>
Benefit Increase Provision                5% Simple Unlimited
Non Forfeiture Benefit                    Shortened Benefit Period 3 Years
Accelerated Payment Option                Ten Year
</TABLE>

If the Lifetime Maximum Benefit Amount is Unlimited, the Lifetime Maximum
Benefit Amount will not be limited to any dollar amount.

The Lifetime Maximum Benefit Amount for the Policy and any optional riders
attached to the Policy will not exceed the Lifetime Maximum Benefit Amount shown
on the Policy schedule.

The Nursing Home Benefit Amount and the Lifetime Maximum Benefit Amount will
increase each policy anniversary, based on the Benefit Increase Provision
purchased.


                                       3
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                             TERMS YOU SHOULD KNOW

MANY TERMS USED IN YOUR POLICY HAVE SPECIAL MEANINGS. A LIST OF THESE TERMS AND
MEANINGS FOLLOWS:

"ACTIVITIES OF DAILY LIVING" (ADLS) ARE:

(A)      BATHING: washing oneself by sponge bath; or in either a tub or shower,
         including the task of getting into or out of the tub or shower with or
         without equipment or adaptive devices.

(B)      DRESSING: putting on and taking off all items of clothing and any
         necessary braces, fasteners, or artificial limbs.

(C)      TOILETING: getting to and from the toilet, getting on and off the
         toilet, and performing associated personal hygiene.

(D)      TRANSFERRING: moving into or out of a bed, chair, or wheelchair with or
         without equipment such as canes, quad canes, walkers, crutches or grab
         bars or other support devices including mechanical or motorized
         devices.

(E)      CONTINENCE: the ability to maintain control of bowel or bladder
         function; or when unable to maintain control of bowel or bladder
         function, the ability to perform associated personal hygiene (including
         caring for catheter or colostomy bag).

(F)      EATING: feeding oneself by getting food into the body from a receptacle
         (such as a plate, cup or table) or by a feeding tube or intravenously.

"ASSESSMENT" means an interview of you done by us or our representative to
assist in the determination of your insurability at the time of application, or
the determination of disability at the time of your claim.

"ASSISTED LIVING FACILITY" means:

(a)      A facility that is primarily engaged in providing ongoing care and
         services to a minimum of 10 inpatients in one location and meets all of
         the following tests:

         (1)      provides 24 hour a day care; and

         (2)      provides custodial services and personal care assistance to
                  support needs as a result of a disability; and

         (3)      has an employee on duty at all times who is awake, trained and
                  ready to provide care: and

         (4)      provides 3 meals a day, including special dietary
                  requirements; and

         (5)      operates under state licensing laws and any other laws that
                  apply; and

         (6)      has formal arrangements for services of a physician or nurse
                  to furnish medical care in the event of an emergency; and


                                       4
<PAGE>

         (7)      is authorized to administer medication to patients on the
                  order of a physician; and

         (8)      is not, other than incidentally, a home for alcoholics or drug
                  abusers, or a hotel; or

(b)      a similar facility approved by us.

         NOTE:    These requirements are typically met by Assisted Living
                  Facilities that are either free standing facilities or part of
                  a life care community. In general, they are not met by
                  individual residences, boarding homes, or independent living
                  units.

"DISABILITY AND DISABLED" means:

(a)      You are unable to perform without Substantial Assistance from another
         individual at least two Activities of Daily Living; or

(b)      You require Substantial Supervision by another individual to protect
         You or others from threats to health and safety due to Severe Cognitive
         Impairment.

"EFFECTIVE DATE" is the date shown in the Policy Schedule. Coverage takes effect
on the Effective Date provided the first Modal Premium is paid.

"ELIMINATION ACCUMULATION PERIOD". We do not require that an Elimination Period
longer than 30 days be consecutive days. However, we do require that an
Elimination Period longer than 30 days occur entirely during a limited time
span, called the Elimination Accumulation Period. The Elimination Accumulation
Period is equal to 3 times the Elimination Period.

"ELIMINATION PERIOD" means a period of either:

(a)      30 or less consecutive days during which you are disabled and for which
         you are receiving services in a Nursing Facility or Assisted Living
         Facility, and no benefit is payable.

         A separate Elimination Period will apply to each covered loss. However,
         each covered loss that is separated from the other by less than 6
         months will be considered to be the same covered loss and not subject
         to a new Elimination Period: or

(b)      greater than 30 cumulative days during which you are disabled and for
         which you are receiving services in a Nursing Facility or Assisted
         Living Facility, and no benefit is payable. An Elimination Period
         longer than 30 days must be satisfied by you only once during your
         Lifetime.

The number of days in the Elimination Period is shown in the Policy Schedule.

"HOME OFFICE" means the Unum Life Insurance Company of America, 2211 Congress
Street, Portland, Maine 04122.

"INJURY" means bodily harm caused by an accident.

"LICENSED HEALTH CARE PRACTITIONER" means any Physician, and any registered
professional nurse, licensed social worker, or other individual who meets such
requirements as may be prescribed by the Secretary of Treasury.


                                       5
<PAGE>

"MAXIMUM BENEFIT AMOUNT" means the total dollar amount of benefits that will be
paid under the Policy. The total dollar amount of benefits includes the combined
dollars paid out for Nursing Facility and Assisted Living Facility Benefits.

The Maximum Benefit Amount is shown in the Policy Schedule. If the Policy
Schedule shows that your Maximum Benefit Amount is "Lifetime", your Maximum
Benefit Amount will not be limited to any dollar amount. Your Maximum Benefit
Amount will be adjusted to include any inflation protection option increases, if
applicable.

"MONTHLY BENEFIT AMOUNT" means your monthly Nursing Facility Benefit Amount or
your monthly Assisted Living Facility Benefit Amount shown in the Policy
Schedule.

"NURSING FACILITY" means:

(a)      a facility, or a distinctly separate part of a hospital, that provides
         skilled or intermediate nursing care and custodial care and operates
         under state licensing laws and any other laws that apply; or

(b)      any other facility that meets all of the following tests:

         (1)      is operated as a health care facility under applicable state
                  licensing laws and any other laws;

         (2)      primarily provides nursing care under the orders of a
                  Physician;

         (3)      operates under the supervision of a registered nurse or a
                  licensed practical nurse;

         (4)      is regularly engaged in providing room and board and
                  continuously provides 24-hour-per-day nursing care of sick
                  and injured persons;

         (5)      maintains a daily medical record of each patient who must be
                  under the care of a Physician;

         (6)      is authorized to administer medication to patients on the
                  order of a Physician; and

         (7)      is not, other than incidentally, a home for the mentally
                  retarded, the mentally ill, the blind or the deaf, a hotel, a
                  domiciliary care home, a residence, or a home for alcoholics
                  or drug abusers; or

(c)      a similar facility approved by us.

Skilled, intermediate and custodial care must be provided in any facility
licensed to provide such care.


                                       6
<PAGE>

"PHYSICIAN" means a person who is operating within the scope of his/her license,
and is either:

(a)      licensed to practice medicine and surgery and prescribe and administer
         drugs; or

(b)      legally qualified as a medical practitioner and required to be
         recognized, under this policy for insurance purposes, according to
         applicable state insurance laws.

We will consider a person to be a Physician only when the person is performing
tasks that are within the limits of the person's medical license. We will not
recognize the following as Physicians for claims that You make to us under this
Policy:

(a)      You, or

(b)      Your spouse, daughter, son, parent, sister, brother, grandparent or
         grandchild.

"SEVERE COGNITIVE IMPAIRMENT" means a severe deterioration or loss, as reliably
measured by clinical evidence and standardized tests, in:

(a)      Your short or long term memory;

(b)      Your orientation as to person, place, and time; or

(c)      Your deductive or abstract reasoning.

Such deterioration or loss requires Substantial Supervision by another
individual for the purpose of protecting Yourself. Such loss can result from a
Disability, Alzheimer's disease, or similar form of dementia.

"SICKNESS" means a physical illness, condition, or disease which has been
assessed, diagnosed or treated.

"SUBSTANTIAL ASSISTANCE" means stand-by assistance without which You would not
be able to safely and completely perform an ADL.

"SUBSTANTIAL SUPERVISION" means the presence of another individual for the
purpose of protecting You from harming Yourself or others.

"YOU" AND "YOUR" refer to the Insured named in the Policy Schedule. It is the
person whom we are insuring. The Insured cannot be changed.


                                       7
<PAGE>

                                    BENEFITS

MONTHLY BENEFIT

You are eligible for a Monthly Benefit after:

(a)      You become Disabled;

(b)      You are receiving services in a Nursing Facility or Assisted Living
         Facility;

(c)      You have satisfied Your Elimination Period; and

(d)      a Physician has certified that You are unable to perform (without
         Substantial Assistance from another individual) two or more ADLs for a
         period of at least 90 days, or that You require Substantial Supervision
         by another individual to protect You or others from threats to health
         or safety due to Severe Cognitive Impairment. You will be required to
         submit a Physician certification every 12 months.

A Monthly Benefit will become payable once all of these requirements are met.

Treatment for Your Disability must be provided pursuant to a plan of care
developed by a Licensed Health Care Practitioner. We will pay You:

(a)      the Nursing Facility Benefit Amount if You are Disabled and are
         receiving services in a Nursing Facility, or

(b)      the Assisted Living Facility Benefit Amount if You are Disabled and are
         receiving services in an Assisted Living Facility. The Assisted Living
         Facility Benefit Amount is 60% of the Nursing Facility Benefit Amount.

If the Policy Schedule shows that You have purchased a Home and Community Care
Rider, the Assisted Living Facility Benefit Amount will be the greater of:

(a)      60% of the Nursing Facility Benefit Amount; or

(b)      the Home and Community Care Benefit amount shown on the Policy
         Schedule.

We will send the benefit payments to You each month. If You are eligible for
benefits for a period that is less than one month, we will pay 1/30th of the net
monthly payment for each day that You are Disabled and are receiving services in
a Nursing Facility or Assisted Living Facility. Benefit payments will cease as
provided in the "Termination of Benefits" section of this policy.

BED RESERVATION PROVISION

If your stay in a Nursing Facility or Assisted Living Facility is interrupted
because you are hospitalized and you are receiving a benefit, we will continue
to pay you the Monthly Benefit Amount if a charge is made to reserve your
Nursing Facility or Assisted Living Facility accommodations. Such days will
count toward the Maximum Benefit Amount.

If your stay is interrupted while you are completing your Elimination Period,
such days will be used to help satisfy this period.

Covered Bed Reservation days will be limited to 31 days per calendar year.


                                       8
<PAGE>

REHABILITATION AND ALTERNATE CARE PLANS

While you are disabled, we may suggest participation in an alternate care plan
designed to help you regain the ability to independently perform the Activities
of Daily Living. The services/equipment must be medically necessary and
appropriate for Your Disability and provided pursuant to a plan of care approved
by a Physician. These services or equipment must be intended to assist You in
living at home or in other residential housing by eliminating Your need for
Substantial Assistance. The services or equipment cannot be covered by other
insurance or Medicare. Examples of an alternate care plan may include, but are
not limited to:

(a)      a rehabilitation program;

(b)      home modifications for wheelchair access; or

(c)      certain types of medical equipment, emergency medical response systems
         or hardware purchases.

The terms of an alternate care plan and the actual expenses that Unum will pay
will be subject to written mutual agreement between you, your Licensed Health
Care Provider and us.

If for any reason you do not wish to participate in an alternate care plan, your
benefits will continue according to the provisions of this contract.


                                       9
<PAGE>

                           LIMITATIONS AND EXCLUSIONS

PLAN EXCLUSIONS

We will not provide benefits for:

(a)      a Disability caused by a war or any act of war, whether declared or
         undeclared, that occurs while Your insurance is in force;

(b)      a Disability caused by intentionally self-inflicted injuries or
         attempted suicide;

(c)      a Disability caused by the commission of a crime for which You have
         been convicted under state or federal law, or attempting to commit a
         crime under state or federal law;

(d)      a Disability caused by alcoholism or alcohol abuse;

(e)      a Disability caused by voluntary use of any controlled substance unless
         the controlled substance is prescribed for You by a Physician
         ("controlled substance" is defined in Title II of the Comprehensive
         Drug Abuse Prevention and Control Act of 1970 and all amendments) or;

(f)      a period during which You are outside the United States, its
         territories or possessions for longer than 30 days; or

(g)      a period in which You are confined in a hospital, other than if You are
         confined to a Nursing Facility that is a distinctly separate part of a
         hospital. This exclusion does not apply to those periods covered under
         the Bed Reservation provision.

PRE-EXISTING CONDITIONS

We will not reduce or deny any claim under this policy because a Disability
existed before the policy's Effective Date.


                                       10
<PAGE>

                               CLAIM INFORMATION

HOW TO FILE A CLAIM

You must give us written notice of claim within 30 days of the date of
disability. If it is not possible for you to give us notice within this time
limit, it must be given as soon as reasonably possible.

We will send you our initial claim forms when we receive your written notice of
claim. If you do not receive our claim forms within 10 working days after
written notice of claim is sent, you can send us written proof of claim without
waiting for the forms.

You must give us initial proof of claim no later than 90 days after the date of
disability. If it is not possible for you to give proof within these time
limits, it must be given as soon as reasonably possible. However, proof of claim
must be given no later than one year after the time proof is otherwise required.

The proof of your claim must include:

(a)      the date the Disability occurred;

(b)      the cause of the Disability;

(c)      the extent of the Disability;

(d)      certification by a Physician that You are unable to perform (without
         Substantial Assistance from another individual) two or more ADLs for at
         least 90 days, or that you require Substantial Supervision by another
         individual to protect yourself and others from threats to health or
         safety due to Severe Cognitive Impairment;

(e)      Your plan of care developed by a Licensed Health Care Practitioner;

(f)      such other proof as we may deem necessary.

You must give us proof of continued Disability:

(a)      at reasonable intervals requested by us; and

(b)      within 30 days of our request.

In addition to claim forms, we may reasonably require, at our expense, one or
more of the following as proof of claim:

(a)      an Assessment;

(b)      a Physician's statement and/or copies of relevant medical records from
         any Physician or health care provider involved in Your care;

(c)      an independent medical examination; or

(d)      verification or proof of services provided.


                                       11
<PAGE>

We reserve the right to request additional information necessary to our claim
determination from You, Your Physician, or other health care providers. We also,
if necessary, reserve the reasonable right to select a Physician that is
mutually agreed upon to perform an independent medical examination.

WHEN CLAIMS ARE PAID

When we receive proof of claim, benefits payable under the policy will be paid
before the end of the month for each day for which you were entitled to benefits
during the prior month.

TO WHOM CLAIMS ARE PAID

All benefits are payable directly to you unless you have requested in writing
that payment be made otherwise.

If you die while you are eligible to receive benefits, we will pay any accrued
benefit to your estate. At our option, any remaining benefit of $1,000 or less
may be paid to an alternative payee if either of the following is true:

(a)      such benefit is payable to your estate, or

(b)      such benefit is payable to any person who is a minor or otherwise not
         competent to give a valid release.

The alternative payee must be a person who we feel is entitled to receive the
benefit. Also, the alternative payee must be related to you by blood or
marriage. Any such payments made in good faith will fully discharge us to the
extent of such payment.

CLAIM OVERPAYMENT

If for any reason, benefits have been paid for a period for which you were not
entitled to benefits, repayment of the overpayment must be made to us within 45
days of notice to you. Any amounts not repaid may be recovered by us by
offsetting against any amounts otherwise payable to you under this Policy.


                                       12
<PAGE>

                             TERMINATION PROVISIONS

TERMINATION OF BENEFITS

Your benefit payments will cease on the earliest of:

(a)      the day after you are no longer disabled;

(b)      the expiration of your Physician certification;

(c)      the day after you are no longer residing in a Nursing Facility or
         Assisted Living Facility;

(d)      the day after the Maximum Benefit Amount has been paid; or

(e)      the day after you die.

EXTENSION OF BENEFITS

Termination of coverage will be without prejudice to any benefits payable under
the policy if eligibility for such benefits or disability began while your long
term care insurance was inforce, and continues without interruption after
termination. Such extension of benefits will be limited to the duration of the
payment of the Maximum Benefit Amount.

TERMINATION OF POLICY

Your policy will terminate on the earliest of:

(a)      the day after the Maximum Benefit Amount has been paid;

(b)      the day after you die; or

(c)      the day after the end of the Grace Period, if you fail to pay your
         premium within the Grace Period.

Termination of the policy under any condition will not prejudice any payable
claim which begins prior to termination.


                                       13
<PAGE>

                                    PREMIUMS

WAIVER OF PREMIUM

After you have satisfied your Elimination Period, we will waive premium payment
during any period for which benefits are payable. Any premium which you had paid
to us during your Elimination Period will be refunded to you on a pro rata
basis.

The pro rata refund will be calculated based on the number of days in your
Elimination Period.

If benefits are no longer payable, you must resume premium payments. We will
notify you of the amount of your next premium payment and the date it is due.

GRACE PERIOD

The Grace Period is the 31 consecutive days that begin with the day a premium is
due. We will keep this policy in effect and continue coverage during that time.
If the premium is not paid during those 31 days, this policy will terminate.
However, termination of the policy will not prejudice any payable claim for a
covered loss which begins prior to policy termination.

The first premium is due and payable on the Effective Date of the policy. There
is no Grace Period for the first premium.

REINSTATEMENT

If this policy terminates because a premium is not paid by the end of the Grace
Period, you may apply to reinstate this policy at any time until the first
unpaid premium is six months overdue.

In order to reinstate this policy, three requirements must be met. They are:

(a)      you must complete a reinstatement application;

(b)      we must approve that reinstatement application; and

(c)      you must pay all unpaid premium.

If we approve the reinstatement application, we will reinstate this policy on
the approval date. If we issue a prepayment agreement and do not approve or
disapprove the reinstatement application within 45 days from the date of the
prepayment agreement, we will reinstate this policy on that 45th day.


                                       14
<PAGE>

REINSTATEMENT OF TERMINATED POLICY DUE TO DISABILITY

If You become Disabled and this policy terminates because a premium is not paid
by the end of the Grace Period, You may request to reinstate this policy at any
time until five months from the policy termination date.

In order to reinstate this policy, two requirements must be met. They are:

(a)      You must provide proof that Your Disability occurred prior to the
         policy termination date; and

(b)      You must pay all unpaid premium.

If You meet these requirements, we will reinstate this policy on the policy
termination date.

REFUND OF PREMIUM AFTER DEATH

If you die while insured under this policy, we will refund any pro rata portion
of your premium paid covering the period after your death. We will make the
refund within 30 days after we receive written notice of your death. Payment
will be made to your estate.


                                       15
<PAGE>

                               GENERAL PROVISIONS

THE CONTRACT

This policy, including your application and any attached papers, represents the
entire contract between you and us. Statements by agents or brokers are not part
of our contract. Only an executive officer of this Company can approve a change
in this policy. The approval must be in writing and be endorsed on or attached
to this policy. No one else can change this policy or waive any of its
provisions.

Unless we tell you something else, years, months and anniversaries that we refer
to are calculated from the Policy Date shown on the Policy Schedule.

STATEMENTS

All statements you make in applying for this coverage are considered
representations and not warranties (absolute guarantees).

No statements by you will be used to deny a claim unless a copy of your
statements has been given to you.

LEGAL ACTIONS

No one may start legal actions to recover on this policy until 60 days after
written Proof of Loss has been given to us. Legal action must be started within
three years after the written Proof of Loss is required to be furnished.

INCONTESTABLE

For a policy in force for less than six months, we may contest this policy upon
showing a misrepresentation that is material to Your acceptance of coverage.

For a policy in force at least six months, but less than two years, we may
contest this policy upon showing a misrepresentation that is material to both
Your acceptance of coverage and which pertains to the conditions of Your
Disability.

After two years from the policy's Effective Date, this policy is not
contestable. If this policy is reinstated, the contestable period will be two
years from the reinstatement date.

"Contest" means that we question the validity of coverage under this policy by
letter to You. This contest is effective on the date we mail the letter and
refund the premium to You.


                                       16
<PAGE>

CONFORMITY WITH STATE STATUTES

If any provision of this policy conflicts with the statutes of the state where
you reside on the Effective Date of that provision, it is amended to conform
with the minimum requirements of those statutes. Premiums may be changed to
reflect these policy requirements.

MISSTATEMENT OF AGE

If your age has been misstated, any benefit payable will be changed to the
amount which the premium paid would have bought for the correct age.

If we accept premium for coverage which we would not have issued or which would
have ceased according to the correct age, our only liability is to refund the
premium for the period not covered.

NONPARTICIPATING; DIVIDENDS NOT PAYABLE

This policy does not participate in our profits or surplus earnings; and no
dividends will be paid at any time.

OWNER

You own this policy. You have all the rights and privileges granted by this
policy while it is in effect. Some of your ownership rights are:

(a)      the right to continue or terminate this policy;

(b)      the right to name someone else (a Loss Payee) to receive the benefits
         of this policy;

(c)      the right to suspend this policy while you are in military service; and

(d)      the right to assign any or all rights under this policy.

LOSS PAYEE

If you decide to have someone else receive policy benefits, you must notify us
in writing on a form satisfactory to us. The notice will be effective when we
receive it at our Home Office.

ASSIGNMENT

You may assign any or all ownership rights to someone else. The assignment must
be in writing and must specify the rights which are assigned and for how long.
The Loss Payee is not changed by an assignment unless the assignment
specifically names a new Loss Payee. When an assignment is in effect, "you" and
"your" refer to the assignee in provisions which describe ownership rights.

No assignment is binding on us until the original or an acceptable copy is
received at our Home Office. We are not responsible for the validity or effect
of any assignment.


                                       17
<PAGE>

               PROFESSIONAL HOME AND COMMUNITY CARE BENEFIT RIDER

This rider is part of the policy to which it is attached. The rights provided by
this rider are subject to the terms and conditions of this rider and the rest of
the policy. This rider becomes effective on the later of the Effective Date of
the policy or the Rider Date shown in the Policy Schedule. Premiums for this
rider are shown in the rider description in the Policy Schedule. They are
payable at the same time and under the same conditions as premiums for the
policy.

                              TERMS YOU SHOULD KNOW

Many terms in this rider have special meanings. A list of these terms and
meanings follows:

"ADULT DAY CARE" means a community-based program offering health, social and
related support services to impaired adults. Adult Day Care can be provided by
an Adult Day Care Facility or a Licensed Home Health Care Agency.

"ADULT DAY CARE FACILITY" is a facility that provides Adult Day Care and
operates under state licensing laws and any other laws that apply; and meets the
following tests:

(a)      operates a minimum of 5 days a week;

(b)      remains open for at least 6 hours a day;

(c)      maintains a written record of care on each patient;

(d)      includes a plan of care and record of services provided;

(e)      has a staff that includes a full-time director and at least one
         registered nurse who are there during operating hours for at least 4
         hours a day;

(f)      has established procedures for obtaining appropriate aid in the event
         of a medical emergency;

(g)      provides a range of physical and social support services to adults; and

(h)      whose program does not include overnight stays.

"ELIMINATION PERIOD". The meaning of Elimination Period as used in the policy
and this rider is changed to read as follows:

A period of either:

(a)      30 or less consecutive days during which you are Disabled and you are
         receiving Professional Home and Community Care and no benefit is
         payable. Each calendar week that you receive at least one day of
         Professional Home and Community Care will be counted as seven days
         towards completing the Elimination Period. If you continue to remain at
         home or another similar place and do not receive Professional Home and
         Community Care for at least one day within a calendar week, the
         Elimination Period will begin again.

          [UNUM                              Unum Life Insurance Company
        PROVIDENT                                    of America
          LOGO]                                 2211 Congress Street
                                               Portland, Maine 04122


<PAGE>

         A separate Elimination period will apply to each covered loss. However,
         each covered loss that is separated from the other by less than six
         months will be considered to be the same covered loss and not subject
         to a new Elimination period; or

(b)      greater than 30 cumulative days during which you are Disabled and you
         are receiving Professional Home and Community Care and no benefit is
         payable. Each calendar week, that you receive at least one day of
         Professional Home and Community Care, will be counted as seven days
         towards completing the Elimination Period. An Elimination Period longer
         than 30 days must be satisfied by you only once during your Lifetime.

The number of days in the Elimination Period is shown in the Policy Schedule.

"HOSPICE FACILITY" is a facility that provides a formal program of care for
terminally ill patients whose life expectancy is less than 6 months, provided on
an inpatient basis and directed by a physician. It must be licensed, certified
or registered in accordance with state law.

"LICENSED HOME HEALTH CARE AGENCY" IS:

(a)      an organization that is licensed or certified by the appropriate
         licensing agency of the state where Professional Home and Community
         Care will be provided; or certified as a home health care organization
         as defined under Medicare;

(b)      any other organization that meets all of the following tests:

         -        primarily provides nursing care and other therapeutic
                  services;

         -        has standards, policies and rules established by a
                  professional group which is associated with the organization;

         -        includes at least one doctor and one registered nurse;

         -        maintains a written record of care on each patient; and

         -        includes a plan of care and record of services provided; or

(c)      a similar organization approved by us.

"PROFESSIONAL HOME AND COMMUNITY CARE" means nursing care; physical,
respiratory, occupational or speech therapy; homemaker services; and any other
services provided by/through a Licensed Home Health Care Agency, or Adult Day
Care provided by a Licensed Home Health Care Agency or Adult Day Care Facility.
Each one hour or more per day of a Licensed Home Health Care Agency's services
will be considered one visit. The services to be provided to you must be in a
written plan of care which has been agreed to by you or your authorized
representative and the Licensed Home Health Care Agency. Professional Home and
Community Care does not include services performed by your family members
through a Licensed Home Health Care Agency or an Adult Day Care Facility. Your
family members include your spouse, children, parents, sisters, brothers,
grandparents or grandchildren, or persons related to you by marriage.


                                       2
<PAGE>

"RESPITE CARE" means short-term or periodic care which is required to maintain
your health or safety and to give temporary relief to your primary informal
caregiver from his or her caregiving duties. Respite Care can be provided in
your home, a Nursing Facility, an Assisted Living Facility, an Adult Day Care
Facility, or a similar facility approved by us.

All other terms used in this rider which are defined in the policy shall have
the meaning given to them in the policy.

                                    BENEFITS

PROFESSIONAL HOME AND COMMUNITY CARE BENEFIT

You will be eligible for a Professional Home and Community Care Benefit after:

(a)      You become Disabled;

(b)      You are receiving care anywhere other than a Nursing Facility, Assisted
         Living Facility or an acute care hospital;

(c)      You have satisfied Your Elimination Period; and

(d)      a Physician has certified that You are unable to perform (without
         Substantial Assistance from another individual) two or more ADLs for a
         period of at least 90 days, or that You require Substantial Supervision
         by another individual to protect You and others from threats to health
         or safety due to Severe Cognitive Impairment.

Your care can be provided at any other type of facility, such as an Adult Day
Care Facility, a Hospice Facility, or Your home through a Licensed Home Health
Care Agency. The treatment and services you receive for Your Disability must be
provided pursuant to a plan of care developed by a Licensed Health Care
Practitioner.

You must give us proof indicating days of Professional Home and Community Care
services provided to you before a benefit will be paid. We will pay you 1/30th
of the Monthly Professional Home and Community Care Benefit for each day you
receive Professional Home and Community Care services.

When benefits become payable, there will be no more cost to you for your
coverage as long as you continue to be Disabled and receive Professional Home
and Community Care.

If you do not receive Professional Home and Community Care for a period of 30
consecutive days, premium payments will again become due. To continue your
coverage, you must resume premium payments on the next premium due date
following this 30 day period.

In no event will the total benefits paid under the policy including this rider
exceed the Maximum Benefit Amount. The Monthly Professional Home and Community
Care Benefit Amount and the Maximum Benefit Amount are shown in the Policy
Schedule.


                                       3
<PAGE>

RESPITE CARE BENEFIT

If you are disabled but Professional Home and Community Care Benefits have not
yet become payable, we will make payments to you for each day you receive
Respite Care for up to 15 days each calendar year. The amount of your daily
payment will equal 1/30th of your Monthly Professional Home and Community Care
Benefit Amount. You do not have to complete an Elimination Period for Respite
Care payments to become payable. Care can be provided to you by:

-        a formal caregiver, such as a Licensed Home Health Care Agency, a
         registered nurse, a licensed practical nurse; or

-        an informal caregiver, such as your friends or relatives.

Other than for premium waived during the Elimination Period according to the
terms of the policy, premium will not be waived while you are receiving a
payment for Respite Care.

Respite Care Benefits will reduce your Maximum Benefit Amount, and will end when
the Maximum Benefit Amount has been reached.

                         HOW LONG BENEFITS WILL BE PAID

The Professional Home and Community Care Benefit will cease on the earliest of:

(a)      the day after you are no longer Disabled;

(b)      30 days after you cease to receive Professional Home and Community
         Care;

(c)      the expiration of your Physician certification;

(d)      the day after the Maximum Benefit Amount has been paid; or

(e)      the day after you die.

                            TERMINATION OF THE RIDER

This rider will terminate on the earliest of:

(a)      the date we receive your written request to terminate this rider; or

(b)      the date the policy terminates.

           Signed for us at our Home Office on the effective date of this rider.



                                                    /s/ [ILLEGIBLE]
                                                       Secretary


                                       4
<PAGE>

                      INFLATION PROTECTION PROVISION RIDER

This rider is part of the policy to which it is attached. The rights provided by
this rider are subject to the terms and conditions of this rider and the rest of
the policy. This rider becomes effective on the later of the Effective Date of
the policy or the Rider Date shown in the Policy Schedule. Premiums for this
rider are shown in the rider description in the Policy Schedule. They are
payable at the same time and under the same conditions as premiums for the
policy.

                         5% SIMPLE INFLATION PROTECTION

Your Monthly Benefit will increase each year on the Policy Anniversary by 5% of
your original Monthly Benefit. Increases will be automatic and will occur
regardless of your health and whether or not you are receiving covered care.
Your premium will not increase due to automatic increases in your Monthly
Benefit. Your remaining Lifetime Maximum Benefit Amount will also increase by
5%.

                         HOW LONG BENEFITS WILL BE PAID

The Inflation Protection Provision will cease on the earliest of:

(a)      the day after the Maximum Benefit Amount has been paid; or

(b)      the day after you die.

                            TERMINATION OF THE RIDER

This rider will terminate on the earliest of:

(a)      the date we receive your written request to terminate this rider; or

(b)      the date the policy terminates.

           Signed for us at our Home Office on the effective date of this rider.



                                                  /s/ [ILLEGIBLE]
                                                      Secretary

          [UNUM                              Unum Life Insurance Company
        PROVIDENT                                    of America
          LOGO]                                 2211 Congress Street
                                               Portland, Maine 04122


IS97                                                              5202-97(11/01)
<PAGE>

                          NON-FORFEITURE BENEFIT RIDER
                            SHORTENED BENEFIT PERIOD

This rider is part of the policy to which it is attached. The rights provided by
this rider are subject to the terms and conditions of this rider and the rest of
the policy. This rider becomes effective on the later of the Effective Date of
the policy or the Rider Date shown in the Policy Schedule. Premiums for this
rider are shown in the rider description in the Policy Schedule. They are
payable at the same time and under the same conditions as premiums for the
policy.

If you stop making premium payments after your policy has been in force for
three years, you will be eligible for a Non-forfeiture Benefit. This means that
your policy would continue automatically with the same level of benefits, except
for a reduction in your Maximum Benefit Amount. Your Maximum Benefit Amount
under this Non-forfeiture Benefit will be equal to the total premium paid up to
the date you stopped paying premiums.

In no event will the Maximum Benefit Amount:

(a)      be less than one Nursing Facility Monthly Benefit payment amount; or

(b)      exceed that which would have been paid had you not stopped paying
         premiums.

No inflation protection increases, if included in your plan, will be made after
the end of the period for which premiums were last remitted to UNUM for your
policy. This Non-forfeiture Benefit is subject to all of the other terms and
conditions of this policy. This policy has no cash surrender value.

                         HOW LONG BENEFITS WILL BE PAID

The Non-forfeiture Benefit will cease on the earliest of:

(a)      the day after the Maximum Benefit Amount has been paid; or

(b)      the day after you die.

                            TERMINATION OF THE RIDER

This rider will terminate on the earliest of:

(a)      the date we receive your written request to terminate this rider; or

(b)      the date the policy terminates.

           Signed for us at our Home Office on the effective date of this rider.



                                                   /s/ [ILLEGIBLE]
                                                      Secretary

          [UNUM                              Unum Life Insurance Company
        PROVIDENT                                    of America
          LOGO]                                 2211 Congress Street
                                               Portland, Maine 04122


NFB97                                                            5103-97 (11/01)
<PAGE>

                         HOW LONG BENEFITS WILL BE PAID

The Non-forfeiture Benefit will cease on the earliest of:

(a)      the day after the Maximum Benefit Amount has been paid; or

(b)      the day after you die.

The Accelerated Payment Option is subject to all the terms and conditions of
this policy. This policy has no cash surrender value.

                            TERMINATION OF THE RIDER

This rider will terminate on the earliest of:

(a)      the date we receive your written request to terminate this rider; or

(b)      the date the policy terminates.

Signed for us at our Home Office on the effective date of this rider.



                                                    /s/ [ILLEGIBLE]
                                                       Secretary