exv10w20






Exhibit 10.20








MassMutual 




The Blue Chip Company SM

Massachusetts Mutual Life Insurance Company

Springfield, MA 01111-0001




Group Flexible Premium Adjustable Life Insurance Policy

With Variable Rider




 





	 	 	 
	POLICY WITH RIDERHOLDER

	 	CITIZENS BANK OF RHODE ISLAND, AS TRUSTEE OF THE STRATEGIC GROUP UNIVERSAL LIFE TRUST
	 
	 	 
	INSURER

	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	 
	 	 
	EFFECTIVE DATE

	 	JANUARY 1, 1998
	 
	 	 
	STATE OF ISSUE

	 	RHODE ISLAND
	 
	 	 
	POLICY WITH RIDER
NUMBER

	 	002






 




INSURING AGREEMENT



This policy with rider is issued to the Policy With Riderholder named above. It is a legal
contract between the Policy With Riderholder and us. The Insurer agrees to pay the benefits
set forth in this policy with rider with respect to plan members. This agreement is made in
return for any required applications and the payment of premiums as stated in this policy with
rider. In this policy with rider, the words “we,” “us,” and “our” refer to Massachusetts
Mutual Life Insurance Company.



The following pages explain the terms of this agreement. Those pages, and the attached
application for this policy with rider, are a part of this agreement. For ease of reference,
in this policy with rider the term “certificate with rider” is often used to refer to
insurance values or benefits provided under this policy with rider which is evidenced by the
issuance of a certificate with rider.



This policy with rider is delivered in the state named above. That jurisdiction’s laws shall
govern this policy with rider.



The effective date of this policy with rider is shown above. On that date, this policy with
rider takes effect at 12:01 a.m. standard time at the Policy With Riderholder’s
principal place of business.



As evidence of this agreement, the Insurer’s officers have signed this policy with
rider at Springfield, Massachusetts.




	 	 	 

	
	 	
	President
	 	Secretary





Group Flexible Premium Adjustable Life Insurance Policy With Variable Rider



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Policy With Rider Summary



This Summary briefly describes some of the major provisions of this policy with rider which
are shown in the certificate with rider. Since this Summary does not go into detail, the actual
provisions will control. See those provisions for full information and any limits that may apply.
The “Where To Find It” on the inside of the back cover shows where these provisions may be found.



This policy with rider provides insurance on certain employees of the Employer. The insurance
provided is variable life insurance. We will pay a death benefit if an individual Insured dies
while the insurance is in force. “In force” means that the insurance on the Insured has not
terminated.
“Variable” means that all values which depend on the investment performance of the Separate
Account shown on the Schedule Page are not guaranteed as to dollar amount.



Premiums for this insurance are flexible. After the minimum initial premium has been paid, there is
no requirement that any specific amount of premium be paid on any date. Instead, within the limits
stated in the certificate with rider, any amount may be paid on any date before the death of the
Insured.



Premiums are applied to increase the value of the certificate with rider. Monthly charges are
deducted from the value of the certificate with rider each month. If there is not enough value
to pay the monthly charges for one month, the insurance will terminate at the end of 61 days.
There is, however, a right to reinstate the insurance.



There are other rights available while the Insured is living. These include:





	 	•	 	The right to assign the certificate with rider.
	 
	 	•	 	The right to change the Owner or any Beneficiary.
	 
	 	•	 	The right to fully surrender the insurance.
	 
	 	•	 	The right to make withdrawals.
	 
	 	•	 	The right to make loans.
	 
	 	•	 	The right to increase or decrease the Selected Face
Amount.
	 
	 	•	 	The right to allocate net premiums among the Guaranteed Principal Account and the divisions of the Separate Account.
	 
	 	•	 	The right to transfer values among the Guaranteed Principal Account and the divisions of the Separate Account.
	 
	 	•	 	The right to change the Death Benefit Option.




The policy with rider also describes a number of Payment Options. These provide alternate ways
to pay the death benefit or the amount payable upon full surrender.



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WHERE TO FIND IT




	 	 	 	 	 
	 	 	Page No.	 
	Part 1. The Basics Of This Policy With Rider
	 	 	1	 
	The Parties Involved
	 	 	1	 
	Insurer
	 	 	1	 
	Policy With Riderholder
	 	 	1	 
	Employer
	 	 	1	 
	Owner
	 	 	1	 
	Insured
	 	 	1	 
	Beneficiary
	 	 	1	 
	Irrevocable Beneficiary
	 	 	1	 
	Group Life Insurance Certificates With Riders
	 	 	1	 
	Dates — Certificate Date, Certificate Anniversary Date,
Certificate Year, Rider Add-On Date, Issue Date,
Paid-Up Certificate Date, Monthly Calculation Date,
Valuation Date, Valuation Period, Valuation Time
	 	 	2	 
	Entire Contract
	 	 	2	 
	Eligibility
	 	 	3	 
	Effective Date
	 	 	3	 
	Termination of The Policy With Rider
	 	 	3	 
	Discontinuance of Policy With Rider
	 	 	3	 
	Continuation Of Insurance
	 	 	4	 
	Representations And Contestability
	 	 	4	 
	Misstatement Of Age
	 	 	4	 
	Meaning Of In Force
	 	 	4	 
	Home Office
	 	 	5	 
	Part 2. Premium Payments
	 	 	5	 
	Minimum Initial Premium
	 	 	5	 
	Modal Term
	 	 	5	 
	Modal Term Premium
	 	 	5	 
	Premium Flexibility And Premium Notices
	 	 	6	 
	Where To Pay Premiums
	 	 	6	 
	Right To Refund Premiums
	 	 	6	 
	Part 3. Accounts, Values, And Charges
	 	 	6	 
	Net Premium
	 	 	6	 
	Allocation Of Net Premiums
	 	 	6	 
	The Separate Account
	 	 	7	 
	Changes In The Separate Account
	 	 	7	 
	Accumulation Units
	 	 	8	 
	Purchase And Sale Of Accumulation Units
	 	 	8	 
	Account Value Of Certificate With Rider
	 	 	8	 
	Variable Account Value Of Certificate With Rider
	 	 	8	 
	Fixed Account Value Of Certificate With Rider
	 	 	9	 
	The Guaranteed Principal Account
	 	 	9	 
	Interest On Fixed Account Value
	 	 	9	 
	Monthly Charges
	 	 	10	 
	Grace Period And Termination
	 	 	11	 
	Part 4. Life Benefits
	 	 	11	 
	Certificate With Rider Ownership
	 	 	11	 
	Rights Of Owner
	 	 	11	 
	Assignment
	 	 	11	 
	Changing The Owner Or Beneficiary
	 	 	12	 
	Transfers Of Values
	 	 	12	 
	The Certificate With Rider’s Share In Dividends
	 	 	12	 
	Certificate With Rider Is Participating
	 	 	12	 






	 	 	 	 	 
	 	 	Page No.	 
	How Dividends May Be Used 
	 	 	13	 
	Dividend After Death 
	 	 	13	 
	Surrendering The Certificate With Rider And Making
Withdrawals 
	 	 	13	 
	Right To Surrender 
	 	 	13	 
	Cash Surrender Value 
	 	 	13	 
	Making Withdrawals 
	 	 	13	 
	How We Pay 
	 	 	14	 
	Borrowing On The Certificate With Rider
	 	 	15	 
	Right To Make Loans 
	 	 	15	 
	Effect Of Loan 
	 	 	15	 
	Maximum Loan Available 
	 	 	15	 
	Interest 
	 	 	16	 
	Certificate With Rider Debt Limit 
	 	 	17	 
	Repayment Of Certificate With Rider Debt 
	 	 	17	 
	Other Borrowing Rules 
	 	 	17	 
	Reinstating The Certificate With Rider 
	 	 	18	 
	When Reinstatement Can Be Made 
	 	 	18	 
	Requirements To Reinstate 
	 	 	18	 
	Changes In the Selected Face Amount 
	 	 	18	 
	Increases In The Selected Face Amount 
	 	 	18	 
	Limitations On Increases 
	 	 	18	 
	Evidence Of Increases 
	 	 	18	 
	Decreases In The Selected Face Amount
	 	 	19	 
	Right To Amend 
	 	 	19	 
	Amending The Certificate With Rider 
	 	 	19	 
	Reports To Owner 
	 	 	19	 
	Annual Report 
	 	 	19	 
	Illustrative Report 
	 	 	19	 
	Part 5. The Death Benefit 
	 	 	20	 
	Amount Of Death Benefit 
	 	 	20	 
	Death Benefit Options 
	 	 	20	 
	Minimum Face Amount 
	 	 	20	 
	Changes In The Death Benefit Option 
	 	 	21	 
	When We Pay 
	 	 	21	 
	Interest On Death Benefit 
	 	 	21	 
	Suicide Exclusion 
	 	 	21	 
	Part 6. Payment Options 
	 	 	22	 
	Availability Of Options 
	 	 	22	 
	Minimum Amounts 
	 	 	22	 
	Description Of Options 
	 	 	22	 
	Electing A Payment Option 
	 	 	27	 
	Effective Date And Payment Dates 
	 	 	27	 
	Withdrawals And Changes 
	 	 	27	 
	Income Protection 
	 	 	27	 
	Part 7. Notes On Our Computations 
	 	 	28	 
	Net Investment Factor 
	 	 	28	 
	Accumulation Unit Value 
	 	 	28	 
	Adjustments Of Units And Values 
	 	 	28	 
	Basis Of Computation 
	 	 	28	 
	Method Of Computing Values 
	 	 	29	 
	Any Riders and Endorsements For This Policy With
Rider Follow Page 29
	 	 	 	 





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	 	MassMutual

The Blue Chip Company SM

Massachusetts Mutual Life Insurance Company

Springfield, MA 01111-0001






Group Flexible Premium Adjustable Life Insurance
Policy With Variable Rider




Notice Of Annual Meeting



The Policy With Riderholder is hereby notified that by virtue of this policy he, she or it is a
member of Massachusetts Mutual Life Insurance Company and is entitled to vote either in person or
by proxy at any and all meetings of said Company. The annual meetings are held at its Home
Office, in Springfield, Massachusetts, on the second Wednesday of April in each year at 2 o’clock
p.m.



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Part 1. The Basics Of This Policy With Rider



In this Part we discuss some insurance concepts that are necessary to understand this
policy with rider.




The Parties Involved — Insurer, Policy With Riderholder, Employer, Owner, Insured, Beneficiary, Irrevocable Beneficiary



The Insurer is the Massachusetts Mutual Life Insurance Company. In this policy, the words “we,”
“us,” and “our” refer to the Massachusetts Mutual Life Insurance Company.



The Policy With Riderholder is shown on the front cover of this policy with rider.



Employer is an employer, association, sponsoring organization or trust who has become a
participant in the Trust by:





	 	•	 	Executing a Participation Agreement; and
	 
	 	•	 	Meeting the conditions for participation that are specified in that Agreement. This
includes applying for insurance under the policy for certain of the employer’s employees
who meet eligibility requirements established by the Employer.




An Owner is the person who owns a Group Flexible Premium Adjustable Life Insurance
Certificate With Rider, as shown on our records.



An Insured is the person on whose life the certificate with rider is issued.



A Beneficiary is any person named on our records to receive insurance proceeds after the Insured
dies. There may be different classes of Beneficiaries, such as primary and secondary. These
classes set the order of payment. There may be more than one Beneficiary in a class.





	Example: 	 	Debbie is named as primary (first) Beneficiary. Anne and Scott are named as
Beneficiaries in the secondary class. If Debbie is alive when the Insured dies, she
receives the death benefit. But if Debbie is dead and Anne and Scott are alive when
the Insured dies, Anne and Scott receive the death benefit.




Any Beneficiary may be named an Irrevocable Beneficiary. An Irrevocable Beneficiary is one
whose consent is needed to change that Beneficiary. Also, this Beneficiary must consent to
the exercise of certain other rights.




Group Life Insurance Certificates With Riders



Group Life Insurance Certificates With Riders issued under this policy with rider are referred to
as “certificates with riders.” We will issue a certificate with rider to the Owner for each
Insured under this policy with rider. The certificate with rider shall set forth the insurance
provided under this policy with rider on the life of the Insured. The certificate with rider will
disclose to whom the insurance benefits are payable. Any policy with rider terms, limits, and
rights as may pertain to the Insured and Owner will be shown.



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Dates — Certificate Date, Certificate Anniversary Date, Certificate Year, Rider Add-On Date, Issue Date,
Paid-up Certificate Date, Monthly Calculation Date, Valuation Date, Valuation Period, Valuation Time



The Certificate Date is shown on the Schedule Page of the certificate with rider. It is the
starting point for determining Certificate Anniversary Dates and Certificate Years. The first
Certificate Anniversary Date is one year after the Certificate Date. The period from the
Certificate Date to the first Certificate Anniversary Date, or from one Certificate Anniversary
Date to the next, is called a Certificate Year. The Rider Add-On Date is also shown on the
Schedule Page. It is the date that the variable rider was added to the certificate.





	Example:	 	The Certificate Date is June 10, 19X1. The first Certificate Anniversary
Date is June 10, 19X2. The period from June 10, 19X1 through June 9, 19X2 is a
Certificate Year.




The Issue Date is also shown on the Schedule Page of the certificate with rider. The Issue
Date is used to determine the start of the suicide and contestability periods. We discuss
contestability below. See Part 5 for a discussion of the suicide exclusion.



The Paid-up Certificate Date is also shown on the Schedule Page of the certificate with
rider. It is the Certificate Anniversary Date after the Insured’s 100th birthday. On this Date and
at all times thereafter, the Selected Face Amount will equal the account value and the Death
Benefit Option will be Death Benefit Option A. Monthly charges will continue to be deducted from
the account value of the certificate with rider but mortality charges will equal $0. Premium
payments will no longer be accepted. The payment of premiums does not guarantee that the
certificate with rider will continue in force to the Paid-up Certificate Date.



The Monthly Calculation Date is the monthly date on which the monthly charges for the
certificate with rider are due. The first Monthly
Calculation Date is the Certificate Date. Subsequent Monthly Calculation Dates are the same day
of each month thereafter.



A Valuation Date is any date on which the New York Stock Exchange (or its successor) is
open for trading. A Valuation Period is the period of time from the end of one Valuation Date to
the end of the next Valuation Date. A Valuation Time is the time the New York Stock Exchange (or
its
successor) closes on a Valuation Date. All actions which are to be performed on a Valuation
Date will be performed as of the Valuation
Time.




Entire Contract



This policy with rider is a legal contract between the Policy With Riderholder
and us.



The term “application” as it applies to the certificate with rider shall mean any enrollment
form(s) or application(s) for the certificate with rider.



The entire contract consists of:



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	 	•	 	This policy with rider and the application for it;
	 
	 	•	 	The applications for the certificates with riders; and
	 
	 	•	 	Any rider(s) attached to any certificates with riders issued under this policy
with rider.




In any application, rider, or other form attached to a certificate with rider:





	 	•	 	The word “policy with rider” as it applies to a certificate with rider shall mean
“certificate with rider”;
	 
	 	•	 	The words “Policy Date” as they apply to a certificate with rider
shall mean “Certificate Date”; and
	 
	 	•	 	The words “Policy Anniversary Date” as they apply to a certificate with rider
shall mean “Certificate Anniversary Date.”




We have issued this policy with rider in return for the application for it. We will issue
certificates with riders in return for the application and the payment of premiums for the
certificate with rider. Any change or waiver of the terms of this policy with rider or any
certificate with rider under this policy with rider must be in writing mad signed by our Secretary
or an Assistant Secretary to be effective.




Eligibility



The requirements to be eligible for insurance under this policy with rider are set forth by the
Employer.




Effective Date



The effective date of this policy with rider is shown on the front cover of this policy with
rider.



An eligible employee shall be insured under this policy with rider as of the date described in the
application for insurance on that employee. However, the effective date of the insurance on an
eligible employee must be on or after the date of the Participation Agreement signed by the
Employer.




Termination Of The
Policy With Rider



This policy with rider will terminate without the right of reinstatement on the date the
coverage ends for the last remaining Insured under this policy with rider.




Discontinuance of
Policy With Rider



This policy with rider will be discontinued if:





	 	•	 	the Policy With Riderholder gives us 30 days written notice requesting that
the policy with rider be discontinued; or
	 
	 	•	 	we give the Policy With Riderholder written notice of discontinuance at least 30
days prior to the date we discontinue the policy with rider.




If the policy with rider is discontinued by us or the Policy With Riderholder, the party who
initiated the discontinuance will send a notice to each Owner of record, at the Owner’s last known
address, at least 15 days prior to the date of discontinuance.



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No additional persons will be accepted for insurance after the date of
discontinuance.




Continuation Of Insurance



If this policy with rider is discontinued or if the Insured becomes
disassociated from the Employer, any insurance then in effect will remain
in force, provided it is not fully surrendered by the Owner. All insurance
that is continued will be automatically changed from deduction of wages
to a direct billing status. Certificate with rider premiums will then be
payable directly to us.




Representations And Contestability



We rely on all statements made by or for the Insured in the application(s)
for any certificate with rider issued under this policy with rider. Those
statements are considered to be representations and not warranties. We
reserve the right to bring legal action to contest the validity of the
insurance described in a certificate with rider, or any increase in the
Selected Face Amount applied for after the Issue Date, for any material
misrepresentation of a fact. To do so, however, the misrepresentation
must have been made in the application, or in a supplemental application
to increase the Selected Face Amount, and a copy of the application must
have been attached to the certificate with rider when issued, or made a
part of the certificate with rider when the increase in the Selected Face
Amount became effective.



Except for any increase in the Selected Face Amount applied for after the
Issue Date, we can not contest the validity of the insurance described in a
certificate with rider after the certificate has been in force during the
lifetime of the Insured for a period of two years from its Issue Date. We
can not contest the validity of any increase in the Selected Face Amount
applied for after the Issue Date once the certificate has been in effect
during the lifetime of the Insured for a period of two years.




Misstatement Of Age



If the Insured’s date of birth as given in the application is not correct, an
adjustment will be made. If the adjustment is made when the Insured dies,
the death benefit will reflect the amount provided by the most recent
mortality charge according to the correct age. If the adjustment is made
before the Insured dies, then future monthly deductions will be based on
the correct age.




Meaning Of In Force



“In force” means that the insurance provided by the certificate with rider
has not terminated. The certificate will be in force from its Issue Date or,
if later, the date the first premium for the certificate is paid.



The certificate with rider will continue in force to the Insured’s death if:





	 	•	 	The account value less any
certificate with rider debt is sufficient to cover the
monthly charges due on each Monthly Calculation Date; and
	 
	 	•	 	Certificate with rider debt
does not exceed the account value; and
	 
	 	•	 	The certificate with rider is not fully surrendered.




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The factors which can affect the certificate with rider’s account value include:





	 	•	 	The amount and timing of premium payments.
	 
	 	•	 	Any withdrawals or transfers of values.
	 
	 	•	 	Any changes in any riders.
	 
	 	•	 	Any changes in the Selected Face Amount.
	 
	 	•	 	Any outstanding certificate with rider debt.
	 
	 	•	 	Any changes in the Death Benefit Option.
	 
	 	•	 	The monthly charges deducted from the account value.
	 
	 	•	 	The interest earned on the fixed account value.
	 
	 	•	 	The net investment experience of the Separate Account for the certificate with
rider.




Each of these factors is discussed in detail elsewhere in the certificate with rider.




Home Office



Our Home Office is in Springfield, Massachusetts. The
address is Massachusetts Mutual Life Insurance Company, Springfield,
Massachusetts 01111-0001.




Part 2. Premium Payments



Premiums are the payments that may be paid to us to purchase life insurance and to increase
the account value of the certificate with rider.




Minimum Initial Premium, Modal Term, Modal Term Premium



The Minimum Initial Premium for the certificate with rider is shown on the Schedule Page for
the certificate with rider.



The Modal Term selected by the Employer forms the basis for the billing cycle for a certificate.
The Employer may select a monthly, quarterly, semi-annual or annual Modal Term. The Employer may
change the selected Modal Term at any time by written request to Us. If an Insured becomes
disassociated from the Employer, we will send the billing statements directly to the Owner. When
an Insured becomes disassociated from the Employer, the Owner will be vested in all policy rights
previously held by the Employer, including the right to change the Modal Term to any mode but
monthly.



The Modal Term Premium is an estimate of the premium that will be sufficient to pay the
monthly charges for the Modal Term. The Modal Term Premium equals the sum of the monthly
charges during the Modal Term divided by 1 less the total percentage we deduct from a
premium to equal a Net Premium discounted at a rate not lower than the minimum annual
interest rate. In calculating the Mortality Charge, it is assumed that the amount of
insurance that requires a charge is equal to the Selected Face Amount divided by 1 plus the
monthly equivalent of the minimum annual interest rate.



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Premium Flexibility And Premium Notices



After the minimum initial premium for a certificate with rider has been
paid, there is no requirement that any amount of premium be paid on any
date. Subject to the Right To Refund Premiums provision in this Part,
while the certificate with rider is in force any amount of premium may be
paid at any time before the death of the Insured.



We will also send notice of any premium needed to prevent termination
of
the certificate with rider. Premium notices will be sent only while the
certificate with rider is in force.



Payment of premiums does not guarantee that the certificate with rider
will continue in force.




Where To Pay Premiums



All premiums are payable to us at our Home Office or at the place shown
for payment on the premium notice. Upon request, a receipt signed by our
Secretary or an Assistant Secretary will be given for any premium
payment.




Right To Refund Premiums



We have the right to promptly refund any amount of premium paid for the
certificate with rider if application of that premium to the certificate with
rider’s account value would increase the amount of insurance that requires
a charge. See the Monthly Charges provision in Part 3 for a discussion
of the amount of insurance that requires a charge.




Part 3. Accounts, Values, And Charges



A certificate with rider provides that certain values (referred to as the “variable account
values”) are based on the investment performance of the Separate Account and are not guaranteed as
to dollar amount. A certificate with rider also provides that other values (referred to as the
“fixed account values”) are based on the interest credited to the Guaranteed Principal Account.
The account value of a certificate with rider is the variable account value plus the fixed account
value. This Part gives information about the Separate Account, the Guaranteed Principal Account,
and the values and charges connected with them.




Net Premium



A net premium is a premium we receive for a certificate with rider less the charges we deduct at
that time. Net premium, expressed as a percentage of a premium we receive, is shown on the
Schedule Page.




Allocation Of Net Premiums



The allocation of each net premium we receive will be in whole percentages and will be subject to
any net premium allocation limitations stated on the Schedule Page of the certificate with rider.



Each net premium we receive before the Right To Return period expires will be allocated to
the Guaranteed Principal Account. The Right To Return period is explained on the front cover of
the certificate with rider.



Upon the expiration of the Right To Return period, we will allocate the certificate
with rider’s value among the Guaranteed Principal Account and



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the divisions of the Separate Account. This allocation will be
in accordance with the net premium allocation in effect and subject
to the allocation limitations stated on the Schedule Page of the
certificate with rider.



Each net premium we receive after the Right To Return period
expires will be allocated among the Guaranteed Principal Account and the
divisions of the Separate Account. This allocation will be in accordance
with the net premium allocation in effect and subject to the allocation
limitations stated on the Schedule Page of the certificate with rider.



The net premium allocation specified in the application will
remain in effect until changed by any later written election
satisfactory to us and received at our Home Office. Any change in
the allocation specified in
the application will be subject to the allocation limitations
stated on the Schedule Page of the certificate with rider.




The Separate Account



The Separate Account shown on the Schedule Page of the certificate with
rider is a separate investment account.



The Separate Account has several divisions. Each division invests in shares
of an investment fund. The divisions and the investment funds available to
the Owner are shown on the Schedule Page of the certificate with rider.



The values of the assets in the divisions are variable and are not
guaranteed. They depend on the investment results of the Separate Account
shown on the Schedule Page of the certificate with rider.



We own the assets of the Separate Account. Those assets will be used only
to support variable life insurance policies. A portion of the assets equal
to the reserves and other liabilities of the Separate Account will not be
charged with liabilities that arise from any other business we may conduct.
However, we may transfer assets that exceed the reserves and other
liabilities of the Separate Account to our general account. Income, gains,
and losses, whether or not realized, from each division of the Separate
Account are credited to or charged against that division without regard to
any of our other income, gains, or losses.




Changes In The Separate Account



We have the right to establish additional divisions of the Separate
Account, and to establish other investment options, from time to time.
Amounts credited to any additional divisions established would be
invested
in shares of other Funds. For any division, we have the right to
substitute new Funds or merge existing Funds. We also have the fight to
eliminate
any existing division of the Separate Account or any other investment
option.



Subject to applicable provisions of federal securities laws, we have
the right to change the investment policy of any division of the Separate
Account subject to the approval of the insurance supervisory official of the
state of domicile of Massachusetts Mutual Life Insurance Company.



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If required, the process for obtaining approval of a material change
from the applicable regulatory authority will be filed with the insurance
supervisory official of the state where this policy with rider is delivered.
Further, if required, we will notify the Owner if the applicable regulatory
authority approves any material change.



We reserve the right to operate the Separate Account as a managed
investment company under the Investment Company Act of 1940 or in any
other form permitted by law.




Accumulation Units



Accumulation units are used to measure the variable account value of a
certificate with rider. The value of a unit is determined as of the
Valuation Time on each Valuation Date for valuation of the Separate
Account. The value of any unit can vary from Valuation Date to
Valuation Date. That value reflects the investment performance of the
division of the Separate Account applicable to that unit.



Purchase And Sale Of Accumulation Units



Accumulation units will be purchased or sold at the unit value as of the
Valuation Time on the Valuation Date of purchase or sale. Accumulation
unit value is discussed in Part 7.





	Example:	 	The amount applied is $550. The date of purchase is June
10, 19X4. The accumulation unit value on that date is $10.
The number of units purchased would be 55 ($550 divided by
$10 = 55). If instead, the unit value was $11, then the amount
applied would purchase 50 units ($550 divided by $11 = 50).




If we receive a premium or a written request that causes us to purchase
or
sell accumulation units, and we receive that premium or request
before the
Valuation Time on a Valuation Date, accumulation units will be
purchased or sold as of that Valuation Date. Otherwise, accumulation
units will be purchased or sold as of the next following Valuation Date.



At the Owner’s request, we will purchase or sell accumulation units
as of a
later Valuation Date.




Account Value Of Certificate With Rider



The account value of a certificate with rider on any date is the variable
account value of the certificate with rider plus the fixed account value of
the certificate with rider, both determined as of that date.




Variable Account Value Of Certificate With Rider



The variable account value of the certificate with rider reflects:





	 	•	 	The net premiums allocated to the Separate Account for the
certificate with rider;
	 
	 	•	 	Any amounts transferred into the Separate Account for the
certificate with rider from the Guaranteed Principal Account;
	 
	 	•	 	Any amounts transferred and withdrawn from the Separate
Account for the certificate with rider;
	 
	 	•	 	Any monthly charges deducted from the Separate Account for
the certificate with rider; and




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	 	•	 	The net investment experience of the Separate Account for the certificate with
rider.




Net premiums, transfers, withdrawals, and monthly deductions are all reflected in the variable
account value through the purchase or sale of accumulation units. The net investment experience
is reflected in the value of the accumulation units. Net premiums and monthly deductions are
discussed in this Part 3. Transfers and withdrawals are discussed in Part 4.



The value of a certificate with rider’s accumulation units in a division of the Separate Account is
equal to the accumulation unit value in that division on the date the value is determined,
multiplied by the number of those units in that division. How accumulation unit values are
determined is discussed in Part 7.



The variable account value of a certificate with rider on any date is the total of the values on
that date of the certificate with rider’s accumulation units in each division of the Separate
Account.




Fixed Account Value Of Certificate With Rider



The fixed account value of a certificate with rider is the accumulation at interest of:





	 	•	 	The net premiums allocated to the Guaranteed Principal Account for
the certificate with rider; plus
	 
	 	•	 	Any amounts transferred into the Guaranteed Principal Account for the certificate
with rider from the Separate Account; less
	 
	 	•	 	Any amounts transferred and withdrawn from the Guaranteed Principal Account for the
certificate with rider; and less
	 
	 	•	 	Any monthly charges deducted from the Guaranteed Principal Account for the
certificate with rider.





The Guaranteed Principal Account



The Guaranteed Principal Account, also referred to as the fixed account, is part of our
general investment account. It has no connection with, and does not depend on, the investment
performance of the Separate Account.



We have the right to establish additional guaranteed principal accounts from time to time.




Interest On Fixed Account Value



The fixed account value of a certificate with rider earns interest at a rate not less
than the minimum annual interest rate for the Guaranteed Principal Account shown in the
Basis Of Computation section on the Schedule Page. Interest is earned daily.



For any fixed account value equal to any certificate with rider loan, the interest rate we
use will be the daily equivalent of the loan interest rate less a declared charge which is
guaranteed not to exceed 1.25% annually.



For any fixed account value in excess of an amount equal to any certificate with rider loan, the
interest rate we use will be the daily equivalent of a rate declared by us.



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Monthly Charges



Monthly charges will be deducted from the account value of a certificate with rider. These
charges are due on each Monthly Calculation Date.



Monthly charges will be taken from the Guaranteed Principal Account until exhausted and then from
the divisions of the Separate Account in proportion to the values of the certificate with rider in
each of those divisions. For each Monthly Calculation Date, deductions will be made, and values
will be determined, on the Valuation Date which is on, or next follows, the latest of:





	 	•	 	The date we receive the initial premium for the Certificate;
	 
	 	•	 	The Monthly
Calculation Date; and
	 
	 	•	 	The date we receive the amount of premium needed to prevent termination in
accordance with the Grace Period And Termination provision in this Part.




Deductions from the Separate Account are made by selling accumulation units at their value
on the Valuation Date determined above.



We assess monthly charges of three types:





	1.	 	Administrative Charge. The amount of this charge will be determined by us. In no case,
however, will it be greater than the maximum charge shown in the Other Information section of
the Schedule Page of the certificate with rider.
	 
	2.	 	Mortality Charge. The amount of this charge will be determined by us. The maximum monthly
mortality charges for each $1,000 of insurance that requires a charge are shown in the Table
Of Maximum Monthly Mortality Charges of the certificate with rider.
	 
	 	 	We have the right to charge less than the maximum charges shown in the Table. Any change
in these charges will apply to all individuals who are in the same class. The amount of
insurance that requires a charge is determined as follows. This computation is made as of the
date the charge is deducted. All amounts are computed as of that date.






	 	a.	 	We compute the certificate with rider’s account value after all additions and
deductions other than the deduction of the mortality charge.
	 
	 	b.	 	We determine the amount of benefit under the Death Benefit Option in effect
(as discussed in the Death Benefit Options provision in Part 5). The Minimum Face
Amount used here is based on the account value computed in (a) above.
	 
	 	c.	 	We divide the amount of benefit determined in (b) above by an amount equal to 1 plus the
monthly equivalent (expressed as a decimal fraction) of the minimum annual interest rate for
the Guaranteed Principal Account shown in the Basis Of






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	 	 	 	Computation section on the Schedule Page of the certificate with rider.
	 
	 	d.	 	We subtract the account value, as computed in (a) above, from the amount determined
in (c) above. The result is the amount of insurance that requires a charge.






	3.	 	Rider Charge. The monthly charges for any rider are shown in a table of charges for that
rider.





Grace Period And Termination



If the account value less any certificate with rider debt is not enough to pay the monthly
charges due on a Monthly Calculation Date, we allow a grace period for payment of the amount of
premium needed to increase the account value so that the monthly deduction can be made. This
grace period begins on the date the deduction is due. It ends 61 days after that date or, if
later, 30 days after we have mailed a written notice to the Owner at the last known address shown
on our records. This notice will state the amount required to increase the account value to cover
the charges.



During the grace period, the certificate with rider will continue in force. The certificate with
rider will terminate without value if we do not receive payment of the required amount by the end
of the grace period.




Part 4. Life Benefits



Life insurance provides a death benefit if the Insured dies while the certificate with rider
is in force. There are also rights and benefits that are available before the Insured dies. These
“Life Benefits” are discussed in this Part.



Certificate With Rider Ownership




Rights Of Owner



While the Insured is living, the Owner may exercise all rights given by the
certificate with rider or allowed by us. These rights include assigning the certificate with
rider, changing Beneficiaries, changing Ownership, enjoying all certificate with rider
benefits and exercising all certificate with rider options.



The consent of any Irrevocable Beneficiary is needed to exercise any
certificate with rider right except the right to reinstate the certificate
with rider after termination.




Assignment



This policy with rider may not be assigned.



A certificate with rider may be assigned with our consent. But for any
assignment to be binding on us, we must receive a signed copy of it at our
Home Office. We will not be responsible for the validity of any assignment.



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Once we receive a signed copy of and give our consent to an assignment,
the rights of the Owner and the interest of any Beneficiary or any other
person will be subject to the assignment. An assignment is subject to any
certificate with rider debt. See “Borrowing On The Certificate With
Rider” in this Part for a discussion of certificate with rider debt.




Changing The Owner Or Beneficiary



The Owner or any Beneficiary may be changed during the Insured’s
lifetime. We do not limit the number of changes that may be made. To
make a change, a written request satisfactory to us must be received at our
Home Office. The change will take effect as of the date the request is
signed, even if the Insured dies before we receive it. Each change will be
subject to any payment we made or other action we took before receiving
the request.




Transfers Of Values



Transfers of a certificate with rider’s values are subject to the limitations
stated on the Schedule Page of the certificate with rider. Subject to those
limitations, transfers may be made upon written direction satisfactory to
us received at our Home Office. These transfers are:





	 	•	 	Transfers of values between divisions of the Separate Account.
These transfers will be made by selling all or part of the
accumulation units in a division and applying the value of the
units sold to purchase units in any other division.
	 
	 	•	 	Transfers of values from one or more divisions of the Separate
Account to the Guaranteed Principal Account. These transfers
will be made by selling all or part of the accumulation units in a
division and applying the value of the units sold to the
Guaranteed Principal Account.
	 
	 	•	 	Transfers of values from the Guaranteed Principal Account to
one or more divisions of the Separate Account. These transfers
will be made by applying all or part of the value in the
Guaranteed Principal Account to purchase accumulation units
in one or more divisions of the Separate Account.




Transfers will be as of the Valuation Date specified in the Purchase And
Sale Of Accumulation Units provision in Part 3. All transfers made on
one Valuation Date will be considered one transfer.



The Certificate With Rider’s Share In Dividends




Certificate With Rider Is Participating



A certificate with rider is participating, which means it may share in any
dividends we pay.



Each year we determine how much money can be paid as dividends. This
is called divisible surplus. We then determine how much of this divisible
surplus is to be allocated to the certificate with rider. This determination
is based on the certificate with rider’s contribution to divisible surplus.
Since we do not expect the certificate with rider to contribute to divisible
surplus, we do not expect that any of that surplus will be available for
allocation to the certificate with rider. If any dividends are allocated to the



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certificate with rider, they will be payable on Certificate Anniversary Dates.




How Dividends May Be Used



Dividends may be used in a number of ways. These are called dividend options. A dividend
option may be elected in the application. It may be changed at a later time. Although we do
not expect that any dividends will be payable on the certificate with rider, there are four
basic dividend options.





Cash — Dividends will be paid in cash.




Dividend Accumulations — Dividends will be added to the account value. Dividends will be
allocated among the Guaranteed Principal Account and the divisions of the Separate Account as
directed for net premiums.




Paid-Up Additions — Dividends will be used to buy additional level paid-up insurance.




Reduce Monthly Deductions — Dividends will be used to reduce the monthly deductions we make
from the account value to pay the monthly charges.


Dividends will be applied as paid-up additions if no option is elected.




Dividend After Death



If the Insured dies after the first Certificate Year, the death benefit will include a pro rata
share of any dividend allocated to the certificate with rider for the Year death occurs.



Surrendering The Certificate With Rider And Making Withdrawals




Right To Surrender



The certificate with rider may be fully surrendered for its cash
surrender value at any time while the Insured is living. Surrender will be effective
on the date we receive the certificate with rider and a written surrender
request satisfactory to us at our Home Office. A later effective date may
be elected in the surrender request.




Cash Surrender Value



The cash surrender value of a certificate with rider is equal to the account
value less any certificate with rider debt.




Making Withdrawals



A withdrawal may also be referred to as a partial surrender. While the
Insured is living, withdrawals may be made from a certificate with rider as
of any Monthly Calculation Date after six months from the Certificate
Date. The request for a withdrawal must be written and satisfactory to us.
It must state the Account (or Accounts) from which the withdrawal will be
made. For any withdrawal from the Separate Account, the request must
also state the division (or divisions) from which the withdrawal will be
made.



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The amount of a withdrawal includes the withdrawal charge that applies. Withdrawals from the
Guaranteed Principal Account will be made by reducing the value in that Account to provide the
amount of the withdrawal. Withdrawals from a division (or divisions) of the Separate Account will
be made by selling a sufficient number of accumulation units to provide the amount of the
withdrawal. Each withdrawal will be subject to the following rules:





	 	•	 	The minimum amount of a withdrawal is $500;
	 
	 	•	 	A withdrawal charge of up to 2% of the amount of the withdrawal, but not more than
$25, will be deducted from the
amount of the withdrawal; and
	 
	 	•	 	An amount equal to certificate with rider debt plus one plus the number of Monthly
Calculation Dates remaining in the Modal Term multiplied by the most recent monthly
charge made for the certificate with rider must remain in the Guaranteed Principal
Account; and
	 
	 	•	 	The maximum total withdrawal amount cannot exceed the account value less certificate
with rider debt less one plus the number of Monthly Calculation Dates remaining in
the Modal Term multiplied by the most recent monthly charge made for the certificate
with rider.




Unless we receive evidence of insurability satisfactory to us, the Selected Face
Amount for the current Certificate Year will be reduced upon withdrawal as needed to prevent an
increase in the amount of insurance
that requires a charge. A new Schedule Page will be sent to the Owner to reflect these
changes.





	Example:	 	The Owner makes a withdrawal without furnishing us satisfactory evidence
of insurability. Just before the withdrawal, the certificate with rider has a
Selected Face Amount of $50,000 and an account value of $20,000. The Minimum Face
Amount Percentage for the current Certificate Year is 200%. Under Death Benefit
Option A, the amount of insurance that requires a charge is $50,000 minus
$20,000, or $30,000. If you make a withdrawal of $5,000, the account value would
be reduced to $15,000. The amount of insurance that requires a charge would
otherwise be increased to $35,000 ($50,000 - $15,000). However, the Selected Face
Amount will be reduced instead to $45,000 and the amount of insurance that
requires a charge will remain $30,000. (For simplicity, in this example the
minimum annual interest rate is assumed to be zero.)





How We Pay



Any withdrawal made will be paid in one sum. However, if the
entire certificate with rider is fully surrendered, the cash surrender value
may be paid in one sum, or it may be applied under any payment option elected. See
Part 6.



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We may delay paying any full surrender or withdrawal value from the Guaranteed Principal
Account for up to six months from the date the request (and the certificate with rider, if
needed) is received at our Home Office.



We may delay paying any full surrender or withdrawal value from the Separate Account during
any period that:





	 	•	 	The New York Stock Exchange (or its successor) is closed, except for normal
weekend or holiday closings, or trading is restricted; or
	 
	 	•	 	The Securities and Exchange Commission (or its successor) determines that a
state of emergency exists; or
	 
	 	•	 	The Securities and Exchange Commission (or its successor) permits us to delay
payment for the protection of our certificate with rider owners; or
	 
	 	•	 	We are permitted by state law to delay such payment.




If payment is delayed for 30 days or more, interest will be added. The amount of interest will
be the same as would be paid for the same period of time under Option D of the payment
options. See Part 6 for a description of Option D.



Borrowing On The Certificate With Rider




Right To Make Loans



Loans can be made on a certificate with rider at any time after six months from the
Certificate Date while the Insured is living. However, the certificate with rider must be
properly assigned to us before the loan is made. No other collateral is needed. We refer to all
outstanding loans plus accrued interest as “certificate with rider debt.”




Effect Of Loan



A loan is attributed to each division of the Separate Account and to the Guaranteed Principal
Account in proportion to the values of the certificate with rider in each of those divisions
and in the Guaranteed Principal Account (excluding any outstanding certificate with rider debt
plus an amount equal to one plus the number of Monthly Calculation Dates remaining in the
Modal Term multiplied by the most recent monthly charge made for the certificate with rider)
at the time of the loan. The amount of the loan attributed to each division of the Separate
Account will be transferred to the Guaranteed Principal Account. Any such transfer is made by
selling accumulation units in the division and applying the value of those units to the
Guaranteed Principal Account on the date the loan is made. Any interest added to the loan will
be treated as a new loan under this provision.



The amount equal to any outstanding certificate with rider loans will be held in the Guaranteed
Principal Account, and will earn interest as described in the Interest On Fixed Account Value
provision.




Maximum Loan Available



For any certificate with rider, the maximum amount that can be borrowed on any date is equal to:



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	 	•	 	90% of the certificate with rider’s account value on that date; less
	 
	 	•	 	Any outstanding certificate with rider debt; less
	 
	 	•	 	Interest on the loan being made and on any outstanding certificate debt to the
next Certificate Anniversary Date; less
	 
	 	•	 	An amount equal to one plus the number of Monthly Calculation Dates
remaining in the Modal Term multiplied by the most recent monthly charge made for
the certificate with rider.





Interest



Interest is not due in advance. This interest accrues (builds up) each day and
becomes part of the certificate with rider debt as it accrues.



Interest is due on each Certificate Anniversary Date. If interest is not paid
when due, it will be added to the loan and will bear interest at the rate payable on the
loan.





	Example: 	 	You have a loan of $1,000. The interest due on the
Certificate Anniversary Date is $60. If it is not paid on that date, we will
add it to the existing loan. The loan will then be $1,060 and interest will be charged
on this amount from then on.




The type of interest rate on any loan is elected by the Employer and cannot be changed. Two
types of available interest rates available are:





	1.	 	A fixed loan interest rate of 6% per year; and
	 
	2.	 	An adjustable loan rate. Such an annual rate is set by us. This rate may change
from year to year. Each year we will set the rate that will
apply for the next Certificate Year.




Each year there is a maximum limit on the interest rate we can set. That limit is based on a
Published Monthly Average. That Average will be:





	 	•	 	The Monthly Average Corporates yield shown in Moody’s
Corporate Bond Yield Averages, as published by Moody’s Investors
Service, Inc., or any successor to that Service; or
	 
	 	•	 	If that Monthly Average is no longer published, a
substantially similar average, established by regulation issued by the
insurance supervisory official of the state where this policy with rider
was delivered.




The maximum limit is the Published Monthly Average for the calendar month ending two months
before the Certificate Year begins, or the annual interest rate shown in the Basis Of Computation
on the Schedule Page of the certificate with rider plus 1%, whichever is higher.



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	Example: 	 	A Certificate Year begins on June 10, 19X1. The calendar
month ending two months before that date is March. The loan interest
rate for the Certificate Year beginning June 10, 19X1 will not be greater
than the Published Monthly Average for March, 19X1. However, if the Basis Of
Computation’s annual interest rate (plus 1%) is higher than the Average, then
that rate (plus 1%) will be the maximum loan interest rate for that
Certificate Year.




If the maximum limit for a Certificate Year is at least 1/2% higher than the rate in effect
for the previous year, we may increase the rate to not more than that limit.



If the maximum limit for a Certificate Year is at least 1/2% lower than the rate in effect
for the previous year, we must decrease the rate to not more than that limit. Interest is not due
in advance. This interest accrues (builds up) each day and becomes part of the certificate debt as
it accrues.



The type of interest rate on any loan is shown on the Schedule Page of the certificate with
rider.




Certificate With Rider Debt Limit



Certificate with rider debt (including accrued interest) may not equal or exceed the
certificate with rider’s account value. If this limit is reached, we can terminate the
certificate with rider. To terminate for this reason we must mail written notice to the Owner
and any assignee shown on our records at their last known addresses. This notice will state
an amount that will bring the certificate with rider debt back within the limit. If we do not
receive payment within 30 days after the date we mailed the notice, the certificate with
rider will terminate without value at the end of those 30 days.




Repayment Of Certificate With Rider Debt



All or part of any certificate with rider debt may be repaid at any time while the
certificate with rider is in force and the Insured is living.



Any repayment of certificate with rider debt will result in the transfer of certificate with
rider values equal to the repayment out of the Guaranteed Principal Account and the application of
those values to each division of the Separate Account and to the Guaranteed Principal Account in
proportion to the values of the certificate with rider in each of those divisions and in the
Guaranteed Principal Account (excluding any outstanding certificate with rider loans) at the time
of the repayment.




Other Borrowing Rules



We may delay the granting of any loan amount attributable to the Guaranteed Principal Account for
up to six months.



We may delay the granting of any loan amount attributable to the Separate Account during
any period that:





	 	•	 	The New York Stock Exchange (or its successor) is closed, except for normal
weekend or holiday closings, or trading is restricted; or




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	 	•	 	The Securities and Exchange Commission (or its successor)
determines that a state of emergency exists; or
	 
	 	•	 	The Securities and Exchange Commission (or its successor)
permits us to delay payment for the protection of our
certificate with rider owners; or
	 
	 	•	 	We are permitted by state law to delay such payment.




Reinstating The Certificate With Rider




When Reinstatement Can Be Made



After a certificate with rider has terminated, it may be
 reinstated —
that is,
put back in force. However, the certificate with rider cannot be
reinstated
if it has been fully surrendered for its cash surrender value.
Reinstatement must be made within 5 years after the date of termination and during the
Insured’s lifetime.




Requirements To Reinstate



Evidence of insurability satisfactory to us is required to reinstate. A
premium is also required as a cost to reinstate. That premium must be no
less than the amount necessary to produce a certificate with rider
account value equal to three times the monthly charges due on the Monthly
Calculation Date which is on, or next follows, the date of reinstatement.



Changes In The Selected Face Amount




Increases In The Selected Face Amount



While the certificate with rider is in force, the Selected Face Amount
may
be increased upon written application. Evidence of insurability,
satisfactory to us, may be required for each increase. Any increase must be for at
least $5,000, unless we establish a lower minimum. A lower minimum may be established by the
Employer and us in the Participation
Agreement.



Any increase in the Selected Face Amount will be effective on the Monthly
Calculation Date which is on, or next follows, the later of.





	 	•	 	The date 15 days after a written request for such change has
been received and approved by us; or
	 
	 	•	 	The requested effective date of the change.




Mortality charges for each increase are determined and deducted from
the certificate with rider’s account value in accordance with the Monthly
Charges provision. These charges will be deducted from the certificate with
rider’s account value beginning on the effective date of the increase.




Limitations On Increases



No increase in the Selected Face Amount can become effective after the
Certificate Anniversary Date after the Insured’s 75th birthday.




Evidence Of Increases



If the Selected Face Amount is increased we will send an amended
Schedule Page reflecting that increase. However, we have the right to require that the
certificate with rider be sent to us so that the increase can
be made.



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Decreases In The Selected Face Amount



While the certificate with rider is in force, the Selected Face
Amount may
be decreased upon written application satisfactory to us.
The resulting
Selected Face Amount after decrease must be at least $50,000.



Any requested decrease in the Selected Face Amount will be effective
on the Monthly Calculation Date which is on, or next follows, the later of:





	 	•	 	The date 15 days after a written request for such change has
been received and approved by us; or
	 
	 	•	 	The requested effective date of the change.




A requested decrease in the Selected Face Amount is allowed only once per
Certificate Year.



Right To Amend




Amending The Certificate With Rider



A certificate with rider may be amended from time to time as may be required to meet the
definition of “life insurance” under the Internal Revenue Code.



In particular, if the Minimum Face Amount of the certificate with rider is less than that required
for the certificate with rider to be considered “life insurance,” the Minimum Face Amount may be
increased. The amount of the increase cannot be more than that needed to qualify the certificate
with rider as “life insurance.”



Evidence of insurability is not needed to amend the certificate with rider in accordance with this
provision. However, a written request to amend will be required. A cost to amend may also be
required. No amendment will become effective until the written request satisfactory to us is
received at our Home Office and any required cost has been paid.



Reports To Owner




Annual Report



Each year, within 30 days after the Certificate Anniversary Date, we will mail
a report to the Owner. There will be no charge for this report. This report will show the
account value at the beginning of the previous Certificate Year and all premiums paid since
that time. It will also show the additions to, and deductions from, the account value during
that Year,
and the account value, death benefit, cash surrender value, and certificate with rider debt as of
the last Certificate Anniversary Date.



This report will also include any additional information required by applicable law or
regulation.




Illustrative Report



In addition to the annual report, we will, upon request after the first
Certificate Year, send an illustrative report of projected values to the Owner. We will not
charge a fee for providing an illustrative report on an annual basis. However, if the Owner
requests illustrative reports more frequently, we may charge a reasonable fee, but only for
those additional reports.



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Part 5. The Death Benefit



The death benefit is the amount of money we will pay when we receive due proof at our Home
Office that the Insured died while the certificate with rider was in force. We discuss the death
benefit in this Part.




Amount Of Death Benefit



If the Insured dies while the certificate with rider is in force, the death benefit will be the
amount of benefit provided by the Death Benefit Option in effect on the date of death, with these
adjustments:





	 	•	 	We add the part
of any monthly charge
that applies to a period
beyond the date of
death; and
	 
	 	•	 	We deduct:






	 	•	 	Any certificate
with rider debt
outstanding on the
date of death; and
	 
	 	•	 	Any unpaid monthly charges
to the date of death.





Death Benefit Options



Two Death Benefit Options, described below, are available under a certificate with rider. The Death
Benefit Option and the Selected Face Amount are shown on the Schedule Page of the certificate with
rider. The Minimum Face Amount is discussed in the next provision.



Death Benefit Option A — Under this Option, the
amount of benefit is the greater of:





	 	•	 	The Selected Face Amount in effect on the date of death; and
	 
	 	•	 	The Minimum Face Amount in effect on the date of death.




Death Benefit Option B — Under this Option, the amount of benefit is the greater of:





	 	•	 	The Selected Face Amount in effect on the date of death plus the
certificate with rider’s account value on the date of death; and
	 
	 	•	 	The Minimum Face Amount in effect on the date of death.





Minimum Face Amount



In order to qualify as life insurance under the federal tax laws in effect on
the Issue Date of a certificate with rider, the certificate with rider has a Minimum Face
Amount. The Minimum Face Amount on any date is a percentage of the certificate with rider’s account value on that date. The percentage for each
Certificate Year is shown in the Table Of Minimum Face Amount Percentages in the certificate with
rider.



Example: The Minimum Face Amount is determined on June 10, 19X1. The account value on
that date is $50,000. The last Certificate Anniversary Date was May 2, 19X1. If the applicable
Minimum Face Amount Percentage for the Certificate Year beginning May 2, 19X1 is 280%, then the
Minimum Face Amount is 280% of $50,000, or $140,000.



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Changes In The Death Benefit Option



While the certificate with rider is in force, the Death Benefit Option may be changed by the
Owner’s written request. Any change from Death Benefit Option A to Death Benefit Option B
will require evidence of insurability satisfactory to us.



Any change in the Death Benefit Option will take effect on the Certificate Anniversary Date on,
or next following, the later of:





	 	•	 	The date 15 days after a written request for such change has been
received and approved by us; or
	 
	 	•	 	The requested effective date of the change.





When We Pay



The death benefit will be paid within seven days after the date we receive due proof of the
Insured’s death, and any other requirements necessary for us to make payment, at our Home
Office. However, we may delay payment of the death benefit during any period that:





	 	•	 	The New York Stock Exchange (or its successor) is closed, except for
normal weekend or holiday closings, or trading is restricted; or
	 
	 	•	 	The Securities and Exchange Commission (or its
successor) determines that a state of emergency exists; or
	 
	 	•	 	The Securities and Exchange Commission (or its successor) permits us to
delay payment for the protection of our certificate with rider owners; or
	 
	 	•	 	We are permitted by state law to delay such payment.





Interest On Death Benefit



If the death benefit is paid in one sum, we will add interest from the date of death to the
date of payment. The amount of interest will be the same as would be paid under Option D of the
payment options for that period of time but not less than that required by law. See Part 6 for
a description of Option D.



If the death benefit is applied under a payment option, interest will be paid from the date of
death to the effective date of that option. It will be paid in one sum to the Beneficiary living
on that effective date. The amount of interest will be the same as would be paid under Option D
for that period of time but not less than that required by law.




Suicide Exclusion



Except for any increases in the Selected Face Amount applied for after the Issue Date of the
certificate, we will pay a limited death benefit if the Insured commits suicide, while sane or
insane, within two years from the Issue Date and while the certificate with rider is in force.
The limited death benefit will be the amount of premiums paid for the certificate with rider,
less any certificate with rider debt and amounts withdrawn.



For any increases in the Selected Face Amount applied for after the Issue Date of the
certificate, we will pay a limited death benefit if the Insured commits suicide, while sane or
insane, within two years from the effective date of the increase and while it is in force. The
limited death benefit will be the monthly deductions made for that increase. However, if the
limited




GVULPM-9700





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death benefit as described in the preceding paragraph is payable, there will be no death benefit
for the increase.



Any limited death benefit will be paid in one sum to the Beneficiary.




Part 6. Payment Options



These are Optional Methods Of Settlement. They provide alternate ways in which payment can
be made.




Availability Of Options



All or part of the death benefit or cash surrender value may be applied under any
payment option. If the certificate with rider is assigned, any amount due to the
assignee will be paid in one sum. The balance, if any, may be applied under any payment
option.




Minimum Amounts



If the amount to be applied under any option for any one person is less than
$2,000, we may pay that amount in one sum instead. If the payments under any option come
to less than $20 each, we have the right to make payments at less frequent intervals.




Description Of Options



Our payment options are described below. Any other payment option agreed to by us
may be elected. The payment options are described in terms of monthly payments. Annual,
semiannual, or quarterly payments may be requested instead. The amount of these payments will
be determined in a way which is consistent with monthly payments and will be quoted on
request.




Option A



Fixed Amount Payment Option. Each monthly payment will be for an agreed fixed amount. The
amount of each payment may not be less than $10 for each $1,000 applied. Interest will be credited
each month on the unpaid balance and added to it. This interest will be at a rate
determined by us, but not less than the equivalent of 3% per year. Payments continue until the
amount we hold runs out. The last payment will be for the balance only.



GVULPM-9700






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Option B



Fixed Time Payment Option. Equal monthly payments will be made for any period selected, up to 30
years. The amount of each payment depends on the total amount applied, the period selected and
the monthly payment rates we are using when the first payment is due. The rate of any payment
will not be less than shown in the Option B Table.




Option B Table

Minimum Monthly Payment Rates For Each $1,000 Applied





	 	 	 	 	 
	 	 	Monthly
	Years	 	Payment
	 
	 	 	 	 
	1
	 	$	84.47	 
	2
	 	 	42.86	 
	3
	 	 	28.99	 
	4
	 	 	22.06	 
	5
	 	 	17.91	 
	6
	 	 	15.14	 
	7
	 	 	13.16	 
	8
	 	 	11.68	 
	9
	 	 	10.53	 
	10
	 	 	9.61	 
	11
	 	 	8.86	 
	12
	 	 	8.24	 
	13
	 	 	7.71	 
	14
	 	 	7.26	 
	15
	 	 	6.87	 
	16	 	$	6.53	 
	17	 	 	6.23	 
	18	 	 	5.96	 
	19	 	 	5.73	 
	20	 	 	5.51	 
	21	 	 	5.32	 
	22	 	 	5.15	 
	23	 	 	4.99	 
	24	 	 	4.84	 
	25	 	 	4.71	 
	26	 	 	4.59	 
	27	 	 	4.47	 
	28	 	 	4.37	 
	29	 	 	4.27	 
	30	 	 	4.18	 






For quarterly payment, multiply by 2.993. For semiannual payment,
multiply by 5.963. For annual payment, multiply by 11.839.



GVULPM-9700







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Option C



Lifetime Payment Option. Equal monthly payments are based on the life of a named
person. Payments will continue for the lifetime of that person. The three variations are:





	(1)	 	Payments for life only. No specific number of payments is guaranteed. Payments stop when the named person dies.
	 
	(2)	 	Payments guaranteed for amount applied. Payments stop when they equal the amount applied
or when the named person dies, whichever is later.
	 
	(3)	 	Payments guaranteed for 5, 10 or 20 years. Payments stop at the end of the selected
guaranteed period or when the named person dies, whichever is later.




The Option C Table shows the minimum monthly payment for each $1,000 applied. The actual payments
will be based on the monthly payment rates we are using when the first payment is due. They will
not be less than shown in the Table.




Option C Table

Minimum Monthly Payment Rates For Each $1,000 Applied




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Payments	 	Payments Guaranteed For
	 	 	For Life	 	Amount	 	5	 	10	 	20
	Age*	 	Only	 	Applied	 	Years	 	Years	 	Years
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40
	 	$	3.30	 	 	$	3.25	 	 	$	3.29	 	 	$	3.28	 	 	$	3.27	 
	45
	 	 	3.47	 	 	 	3.41	 	 	 	3.46	 	 	 	3.45	 	 	 	3.43	 
	50
	 	 	3.69	 	 	 	3.60	 	 	 	3.68	 	 	 	3.67	 	 	 	3.62	 
	55
	 	 	3.96	 	 	 	3.83	 	 	 	3.95	 	 	 	3.93	 	 	 	3.85	 
	60
	 	 	4.31	 	 	 	4.13	 	 	 	4.30	 	 	 	4.27	 	 	 	4.14	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	65
	 	 	4.77	 	 	 	4.49	 	 	 	4.75	 	 	 	4.70	 	 	 	4.44	 
	70
	 	 	5.41	 	 	 	4.96	 	 	 	5.38	 	 	 	5.26	 	 	 	4.77	 
	75
	 	 	6.30	 	 	 	5.56	 	 	 	6.21	 	 	 	5.96	 	 	 	5.07	 
	80
	 	 	7.50	 	 	 	6.31	 	 	 	7.30	 	 	 	6.77	 	 	 	5.30	 
	85
	 	 	9.16	 	 	 	7.29	 	 	 	8.72	 	 	 	7.64	 	 	 	5.43	 








 




			
	*	 	Age on birthday nearest due date of the first payment. Monthly
payment rates for ages not shown will be furnished on request. Monthly
payment rates for ages over 85 are the same as those for 85.





Option D



Interest Payment Option. We will hold any amount applied under this option. Interest on the unpaid
balance will be paid each month at a rate determined by us. This rate will be not less than
the equivalent of 3% per year.




GVULPM-9700




24









 








Option E



Joint Lifetime Payment Option. Equal monthly payments are based on the lives of two
named persons. While both are living, one payment will be made each month. When one dies, the
same payment will continue for the lifetime of the other. The two variations are:





	(1)	 	Payments for two lives only. No specific number of payments is guaranteed.
Payments stop when both named persons have died.
	 
	(2)	 	Payments guaranteed for 10 years. Payments stop at the end of 10 years,
or when both named persons have died, whichever is later.




The Option E Table shows the minimum monthly payment for each $1,000 applied. The actual
payments will be based on the monthly payment rates we are using when the first payment is
due. They will not be less than shown in the Table.




Option E Table

Minimum Monthly Payment Rates For Each $1,000 Applied




Payments For Two Lives Only



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Age*	 	55	 	60	 	65	 	70	 	75	 	80
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55
	 	$	3.53	 	 	$	3.64	 	 	$	3.72	 	 	$	3.80	 	 	$	3.85	 	 	$	3.89	 
	60
	 	 	3.64	 	 	 	3.78	 	 	 	3.91	 	 	 	4.03	 	 	 	4.12	 	 	 	4.18	 
	65
	 	 	3.72	 	 	 	3.91	 	 	 	4.10	 	 	 	4.27	 	 	 	4.42	 	 	 	4.54	 
	70
	 	 	3.80	 	 	 	4.03	 	 	 	4.27	 	 	 	4.52	 	 	 	4.76	 	 	 	4.97	 
	75
	 	 	3.85	 	 	 	4.12	 	 	 	4.42	 	 	 	4.76	 	 	 	5.11	 	 	 	5.44	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	80
	 	 	3.89	 	 	 	4.18	 	 	 	4.54	 	 	 	4.97	 	 	 	5.44	 	 	 	5.92	 
	85
	 	 	3.91	 	 	 	4.23	 	 	 	4.63	 	 	 	5.12	 	 	 	5.71	 	 	 	6.36	 






Payments Guaranteed For 10 Years




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Age*	 	55	 	60	 	65	 	70	 	75	 	80
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55
	 	$	3.52	 	 	$	3.63	 	 	$	3.71	 	 	$	3.79	 	 	$	3.84	 	 	$	3.88	 
	60
	 	 	3.63	 	 	 	3.77	 	 	 	3.90	 	 	 	4.02	 	 	 	4.11	 	 	 	4.17	 
	65
	 	 	3.71	 	 	 	3.90	 	 	 	4.09	 	 	 	4.26	 	 	 	4.41	 	 	 	4.53	 
	70
	 	 	3.79	 	 	 	4.02	 	 	 	4.26	 	 	 	4.51	 	 	 	4.75	 	 	 	4.94	 
	75
	 	 	3.84	 	 	 	4.11	 	 	 	4.41	 	 	 	4.75	 	 	 	5.08	 	 	 	5.38	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	80
	 	 	3.88	 	 	 	4.17	 	 	 	4.53	 	 	 	4.94	 	 	 	5.38	 	 	 	5.82	 
	85
	 	 	3.90	 	 	 	4.22	 	 	 	4.61	 	 	 	5.08	 	 	 	5.62	 	 	 	6.19	 








 




			
	*	 	Age on birthday nearest the due date of the first payment. Monthly payment rates
for ages not shown will be furnished on request. Monthly payment rates for ages
over 85 are the same as those for 85.







GVULPM-9700





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Option F



Joint Lifetime Payment Option With Reduced Payments. Monthly payments are based on the lives of
two named persons. Payments will continue while both are living. When one dies, payments are
reduced by one-third and will continue for the lifetime of the other. Payments stop when both
persons have died.



The Option F Table shows the minimum monthly payment for each $1,000 applied. The actual
payments will be based on the monthly payment rates we are using when the first payment
is due. They will not be less than shown in the Table.




Option F Table

Minimum Monthly Payment Rates For Each $1,000 Applied




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Age*	 	55	 	60	 	65	 	70	 	75	 	80
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55
	 	$	3.80	 	 	$	3.94	 	 	$	4.10	 	 	$	4.28	 	 	$	4.47	 	 	$	4.66	 
	60
	 	 	3.94	 	 	 	4.11	 	 	 	4.30	 	 	 	4.51	 	 	 	4.73	 	 	 	4.96	 
	65
	 	 	4.10	 	 	 	4.30	 	 	 	4.52	 	 	 	4.77	 	 	 	5.05	 	 	 	5.33	 
	70
	 	 	4.28	 	 	 	4.51	 	 	 	4.77	 	 	 	5.08	 	 	 	5.42	 	 	 	5.77	 
	75
	 	 	4.47	 	 	 	4.73	 	 	 	5.05	 	 	 	5.42	 	 	 	5.85	 	 	 	6.30	 
	 
	80
	 	 	4.66	 	 	 	4.96	 	 	 	5.33	 	 	 	5.77	 	 	 	6.30	 	 	 	6.88	 
	85
	 	 	4.86	 	 	 	5.19	 	 	 	5.61	 	 	 	6.13	 	 	 	6.77	 	 	 	7.51	 








 




			
	*	 	Age on birthday nearest the due date of the first payment. Monthly payment
rates for ages not shown will be furnished on request. Monthly payment rates
for ages over 85 are the same as those for 85.



GVULPM-9700







26









 










Electing A Payment Option



To elect any option, we require that a written request, satisfactory to us, be received at our Home
Office. The Owner may elect an option during the Insured’s lifetime. If the death benefit is
payable in one sum when the Insured dies, the Beneficiary may elect an option with our consent.



Options for any amount payable to an association, corporation, partnership or fiduciary
are available with our consent. However, a corporation or partnership may apply any amount
payable to it under Option C, E, or F if the option payments are based on the life or lives of
the Insured, the Insured’s spouse, any child of the Insured, or any other person agreed to by
us.




Effective Date And Payment Dates



The effective date of an option is the date the amount is applied under that option. For a
death benefit, this is the date that due proof of the Insured’s death is received at our Home
Office. For the cash surrender value, it is the effective date of surrender.



The first payment is due on the effective date, except the first payment under Option D is due
one month later. A later date for the first payment may be requested in the payment option
election. All payment dates will fall on the same day of the month as the first one. No payment
will become due until a payment date. No part payment will be made for any period shorter than
the time between payment dates.



Example: Monthly payments of $100 are being made to your son on the 1st
of each month. He dies on the 10th. No part payment is due your son or
his estate for the period between the 1st and the 10th.




Withdrawals And Changes



If provided in the payment option election, all or part of the unpaid balance under Options A or
D may be withdrawn or applied under any other option.



If the cash surrender value is applied under Option A or D, we may delay payment of any withdrawal for up to six months. Interest at the rate
in effect for Option D during this period will be paid on the amount withdrawn.




Income Protection



To the extent permitted by law, each option payment and any withdrawal shall be free from
legal process and the claim of any creditor of the person entitled to them. No option
payment and no amount held under an option can be taken or assigned in advance of its
payment date, unless the Owner’s written consent is given before the Insured dies. This
consent must be received at our Home Office.





GVULPM-9700






27











 





Part 7. Notes On Our Computations



This Part covers some technical points about the certificate with rider.




Net Investment
Factor



The Net Investment Factor for each division of the Separate Account is determined by dividing A
by B and subtracting C where:





	•	 	A equals:






	 	•	 	the net asset value per share of each Fund held by a Division for the current
Valuation Period; plus
	 
	 	•	 	any dividend per share declared on behalf of such Fund that has an ex-dividend date
within the current Valuation Period; less
	 
	 	•	 	the cumulative charge or credit for taxes reserved which is determined by us to have
resulted from the operation or maintenance of the Division; and






	•	 	B equals:






	 	•	 	the net asset value per share of the Fund held by the Division for the
immediately preceding Valuation Period; and






	•	 	C equals:






	 	•	 	the cumulative unpaid charge for the net investment factor asset charge shown on the
Schedule Page of the certificate with rider.





Accumulation Unit
Value



The value of an accumulation unit in each division was set at $1.00000,000 on the first
Valuation Date selected by us. The value on any Valuation Date thereafter is equal to the
product of the Net Investment Factor for that division for the Valuation Period which
includes that Date and the accumulation unit value on the preceding Valuation Date.



The Accumulation Unit Value may increase or decrease from Valuation Period to Valuation Period.




Adjustments Of
Units And Values



We have the right to split or consolidate the number of accumulation units credited to the
certificate with rider, with a corresponding increase or decrease in the unit values. We may
exercise this right whenever we consider an adjustment of units to be desirable. However, strict
equity will be preserved in making any adjustment. No adjustment will have any material effect on
the benefits, provisions or investment return of the certificate with rider, or on the Owner,
Insured, any Beneficiary, any assignee or other person, or on us.




Basis Of
Computation



The Basis Of Computation is the mortality table and interest rate we use to determine:





	 	•	 	The maximum monthly mortality charges;
	 
	 	•	 	The minimum annual interest earned on the fixed account value of the certificate with
rider; and
	 
	 	•	 	The minimum payments under Payment Options C, E, and F.




GVULPM-9700







28









 







The Basis Of Computation for the cash surrender values, for the maximum monthly mortality
charges, and for the minimum interest earned on the fixed account value of the certificate with
rider is shown on the Schedule Page of the certificate with rider. The mortality table specified on
the Schedule Page of the certificate with rider applies to amounts in a standard underwriting
classification. We reserve the right to make appropriate modifications to this table for any amount
which is not in a standard underwriting classification.



In computing the minimum payments under Payment Options C, E, and F, we use mortality rates from
the 1983 Table “a” with Projection G for 30 years and with rates set back five years. The
interest used is at an annual rate of 3%.




Method Of
Computing Values



When required by the state where this policy with rider was delivered, we filed a detailed
statement of the method we use to compute the Policy Rider benefits and values. These benefits
and values are not less than those required by the laws of that state.



GVULPM-9700







29









 








Accidental Death and Dismemberment
Rider



This rider provides an accidental death or loss benefit on the life of
the
Insured. We discuss this rider, and the rules that apply to it, in the
provisions that follow.



In this rider, the word “certificate” may also mean “certificate with
rider.”




Rider Benefit In The Event Of Death



The amount of the benefit for this rider is lesser of: the current Selected
Face Amount for the certificate at the time the death or loss occurs or
$500,000.



The amount of the benefit for this rider will increase or decrease directly
with any increases or decreases in the Selected Face Amount for the
certificate but in no event will the amount of the benefit for this rider be
greater than $500,000.



In the event of death, the benefit to be paid is the full amount of
the benefit
for this rider.



To pay any benefit under this rider, we require that due proof of the
accidental death be given to us at our Home Office. This proof must show
that the Insured’s death occurred:





	 	•	 	As a direct result of accidental bodily injury independently
of all
other causes; and
	 
	 	•	 	Within 180 days after the injury was received; and
	 
	 	•	 	While the certificate and this rider were in force.




Except for drowning or internal injuries shown by autopsy, the injury
causing death must be shown by a visible wound on the exterior of the
body. Unless prohibited by law, we have the right to examine a body at
any time.




Rider Benefit For Loss Of Hand, Foot Or Sight



The benefit to be paid is that full amount or one-half of the amount of
benefit for this rider, as shown in the schedule below.



To pay any benefit under this rider, we require that due proof
of the loss be given to us at our Home Office. This proof must show
that the permanent loss of a hand, foot or sight occurred under these
conditions:





	 	•	 	The loss is a direct result of accidental bodily
injury independently of all other causes; and
	 
	 	•	 	The loss occurred within 180 days
after the injury was received; and
	 
	 	•	 	The loss occurred while the
certificate and this rider were in force; and




GADDPM-9700








Page 1









 









	 	•	 	An accidental death benefit is not payable by this coverage
for the same accident.




Under no circumstances will the benefit payable under this rider be more than 100% of the amount of
benefit for this rider.




Schedule Of Losses And Benefits



Your full amount of coverage is payable for the permanent loss of:





	 	•	 	both hands; or
	 
	 	•	 	both feet; or
	 
	 	•	 	sight of both eyes; or
	 
	 	•	 	one hand and sight of one eye; or
	 
	 	•	 	one foot and sight of one eye; or
	 
	 	•	 	one hand and one foot.




One-half of your full amount is payable for the permanent loss of:





	 	•	 	one hand or one foot; or
	 
	 	•	 	sight of one eye.




Reference to loss of a hand means severance at or above the wrist. 
Reference to
loss of a foot means severance at or above the ankle.
 Reference to loss of sight means
total loss of sight which cannot be recovered.



A surgically reattached hand or foot will be deemed a “permanent loss” if, 12 months after
reattachment, the limb has regained less than 50% of its normal function.




Exclusions



There are some exclusions to the coverage provided by this rider. No accidental death
or loss will be payable if the Insured’s death or loss results directly or indirectly from
any of these causes.





	 	 	Suicide — Suicide, while the Insured is sane or insane.
	 
	 	 	War — War, declared or undeclared, or any act of war.
	 
	 	 	Military Service — Service in the military forces of any country at war or in any civilian
noncombatant unit serving with those forces. “War” includes undeclared war and any act of
war. “Country” includes any international organization or group of countries.
	 
	 	 	Aviation — Travel in, or descent from or with, any kind of aircraft aboard which the Insured
is a pilot or crew member or is giving or receiving any training. “Crew member” includes
anyone who has any duty aboard the aircraft.




GADDPM-9700





Page 2











 





Natural Causes — Bodily or mental illness, disease, or infirmity of
any kind, or medical or surgical treatment for any of these.

Drug — The taking or injection of any drug, hypnotic, or narcotic,
accidentally or otherwise.



Felony — Injury received while committing a felony.




Contestability



We can bring legal action to contest the validity of this rider for any
material misrepresentation of a fact made in the application for this rider.
However, we cannot, in the absence of fraud, contest the validity of this
rider after it has been in force during the lifetime of the Insured for two
years from its Issue Date. The Issue Date of this rider is shown on the
Schedule Page. We can bring legal action to contest the validity of an
increase for may material misrepresentation of a fact made in the
application for the increase. However, we cannot, in the absence of fraud,
contest the validity of the increase after it has been in effect during the
lifetime of the Insured for two years after the effective date of the increase.




Rider Part Of The
Certificate



This rider is made a part of the certificate as of the Issue Date of this rider
in return for the application for this rider and the payment of the charges
for this rider. The Schedule Page shows the charges from the Certificate
Date to the first Certificate Anniversary Date. Charges after that are
shown in the Table Of Monthly Charges for this rider. That Table is
attached to this rider. All the provisions of the certificate apply to this
rider, except for those that are inconsistent with this rider.




Termination Of
This Rider



This rider ends automatically:





	 	•	 	On the Certificate Anniversary Date after the Insured’s 65th
birthday; or
	 
	 	•	 	Upon the termination of the certificate for any reason.





Cancellation Of
This Rider



This rider may be cancelled by the Owner’s written request. Cancellation
will take effect on the Monthly Calculation Date that is on, or next
follows, the date we receive the written request at our Home Office.




MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY




	 	 	 

	

	 	
	 
	 	 
	President

	 	Secretary






GADDPM-9700



Page 3









 







Waiver Of Monthly Charges Rider



This rider provides that monthly charges will be waived if the Insured
becomes totally disabled. We discuss this benefit, and the rules that apply
to it, in the provisions that follow.






In this rider, the word “certificate” may also mean “certificate with
rider.”




Waiver Benefit



This rider provides a waiver of monthly charges benefit for total disability.
After the Insured has been totally disabled for six months and all the
conditions of this rider are met, we will waive monthly charges for the
certificate, including all riders attached to it, on Monthly Calculation
Dates. The Monthly Calculation Dates for which monthly charges will be
waived are:





	•	 	Any Monthly Calculation Date after the Insured has been totally
disabled for six months during the continuance of total disability;
and
	 
	•	 	Any Monthly Calculation Date during the first six months of total
disability.




For any of these Monthly Calculation Dates that has already passed at the
time a claim is approved, the monthly charges will be considered to have
been waived on that Monthly Calculation Date.



The allowance of benefits under this rider guarantees that the certificate
will continue in force while the Insured is totally disabled. Also, the
allowance of those benefits will not reduce the amount payable in any
settlement of the certificate.




Exclusions



This rider does not provide any benefit for:





	•	 	Total disability directly caused by any willfully and intentionally self-inflicted injury; or
	 
	•	 	Total disability caused by war while the Insured is in the military
forces of any country at war or in any civilian noncombatant unit
service with those forces. “War” includes undeclared war and any
act of war. “Country” includes any international organization or
group of countries.





Limitation On
Right To Increase
Selected Face
Amount



This rider waived the monthly charges for the certificate, including the
charges for any increase in the Selected Face Amount. Therefore, any
increase in Selected Face Amount causes an increase in waiver benefits.
In certain cases, however, waiver benefits under the certificate cannot be
increased. In those cases, we have the right to refuse an increase in the
Selected Face Amount. Those cases are:





	•	 	The waiver benefits after the increase would exceed our published
limits for such benefits.




GWMCPM-9700




Page 1









 









	•	 	The Insured does not meet our underwriting requirements for the
additional waiver benefits.
	 
	•	 	A higher rating would apply to the additional waiver benefits
rather
than to the existing waiver benefits.





Total Disability



Total disability is an incapacity of the Insured that:





	•	 	Is caused by sickness or injury; and
	 
	•	 	Begins while this rider and the certificate are in force; and

	 
	•	 	Begins before the Certificate Anniversary Date after the Insured’s
65th birthday; and
	 
	•	 	For the first 24 months of any period of total disability,
prevents the Insured from performing substantially all the duties of the
Insured’s
occupation; and
	 
	•	 	After total disability has continued for 24 months, prevents the
Insured from engaging in any occupation the Insured is qualified to
perform.




For the first 24 months of any period of total disability, the Insured’s
occupation is the Insured’s usual work, employment, business, or
profession at the time total disability began. After total disability has
continued for 24 months, any occupation the Insured is qualified to
perform means any work, employment, business, or profession that the
Insured is reasonably qualified to do based on education, training, or
experience. Until the Insured reaches an age at which formal education
may be legally ended, occupation means attendance at school.



Example: You are a full-time surgeon. You receive an injury to your
hands that prevents you from performing surgery, but you can carry on a
general medical practice. For the first 24 months, your occupation is
surgeon. After that time, your occupation will be any that you are
reasonably qualified to do based on your education, training, or
experience. Since you can carry on a general medical practice, we
would no longer consider you to be totally disabled.



For some conditions, we consider the Insured to be totally disabled even if
the Insured is able to work. These conditions are the total loss of sight of
both eyes, or the total loss of use of both hands, or both feet, or one hand
and one foot. Any of these will be total disability as long as the loss
continues.




Recurrent
Disabilities



A period of total disability due to the same condition or related condition
as that of an earlier period of total disability may be considered to be a
continuation of the earlier period. This depends on how much time has
passed from the end of the earlier period to the date the current total
disability began. If less than 30 days have passed, we will consider it to
be a continuation of the earlier period If 30 days or more have passed, we
will consider it to be a new period of total disability.



Example: You were totally disabled for
10 months because of a severe knee injury. Two weeks after you recover, your knee fails and you are



GWMCPM-9700




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totally disabled again. We consider this to be a continuation of the
earlier period of total disability.




Notice Of Claim



Notice of claim means notice to us at our Home Office that the
 Insured is
totally disabled and that a claim may be made under this rider. We require
that this notice be in writing and that it identify the Insured. Notice
given
by or for the Owner shall be notice of claim.



There are two time limits for giving notice of claim. First, no benefit
will
be allowed unless this notice is given to us while the Insured is living
and
during the continuance of total disability. Second, no benefit will be
provided for any Monthly Calculation Date more than one year before we
were given the notice. However, there is one exception to each of these
time limits. That is, if it was not reasonably possible to give us notice
of
claim within the limit, the delay will not reduce the benefit if notice is
given as soon as it is reasonably possible to do so.




Proof Of Claim



Before any benefit is allowed, proof of claim must be given to us at our
Home Office. Proof may be given by or for the Owner. Proof of claim
means satisfactory written proof that:





	•	 	The Insured is totally disabled; and
	 
	•	 	Total disability began while this rider and the certificate were in
force; and
	 
	•	 	Total disability began before the Certificate Anniversary Date after
the Insured’s 65th birthday; and
	 
	•	 	Total disability has continued for six months.




We have forms that are to be used to make a claim. They will be sent
promptly upon request. As part of the proof of claim, we have the right to
require that the Insured be examined by a physician chosen by us.



Proof of claim must be given to us within certain time limits. These are
discussed in the provision that follows.




When Proof Of
Claim Can Be
Made



Proof of claim must be received at our Home Office while the Insured is
living and during the continuance of total disability. Also, it must be
received within one year after the earlier of:





	•	 	The Certificate Anniversary Date after the Insured’s 65th birthday;
and
	 
	•	 	Termination of the certificate.




However, if it was not reasonably possible to give us proof of claim on
time, the delay will not reduce the benefit if proof is given as soon as
it is
reasonably possible to do so.




Proof Of Continued
Disability



During the first two years after proof of claim is received, we may require
satisfactory proof of continued disability at reasonable intervals. After
two years, we may require proof not more than once a year. As part of



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this proof, we have the right to require an examination of the
Insured at our expense by a physician chosen by us.



The proof will not be required after the Anniversary Date after the
Insured’s 65th birthday, if total disability began before the Certificate
Anniversary Date after the Insured’s 60th birthday.




When Benefits End



The benefits will end when any of the following occurs:





	•	 	The Insured is no longer totally disabled; or






	•	 	Satisfactory proof of continued total
disability is not given to us as required; or






	•	 	The Insured refuses or fails to have an
examination we require; or






	•	 	The day before the Certificate Anniversary
Date after the Insured’s 65th birthday or, if later, the date two
years from the day that total disability began.





Contestability



We can bring legal action to contest the validity of this rider for any material misrepresentation
of a fact made in the application for this rider. However, we cannot, in the absence of fraud,
contest the validity of this rider after it has been in force during the lifetime of the Insured
for two years after its Issue Date. The Issue Date of this rider is shown on the Schedule Page.




Rider Part Of The
Certificate



This rider is made a part of the certificate as of the Issue Date of this rider in return
for the application for this rider and the payment of the charges for this rider. The Schedule
Page shows the charges from the Issue Date of this rider to the next Certificate Anniversary
Date. Charges after that are shown in the Table of Monthly Charges for this rider. That Table is
included with this rider. All the provisions of the certificate apply to this rider, except for
those that are inconsistent with this rider.




Termination Of
This Rider



This rider ends automatically when either of the following occurs:





	•	 	Termination of the certificate for any reason; or
	 
	•	 	The Certificate Anniversary Date after the Insured’s 65th birthday if
the Insured is not totally disabled on that Date; or
	 
	•	 	If the Insured is totally disabled as of the Certificate Anniversary Date after the
Insured’s 65th birthday, the date two years from the day that total disability began.





Cancellation Of
This Rider



This rider may be cancelled by the Owner’s written request. Cancellation will take effect on the
Monthly Calculation Date that is on, or next follows, the date we receive the written request at
our Home Office.




MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY




	 	 	 

	



	 	
	 
	 	 
	President

	 	Secretary





GWMCPM-9700






Page 4









 








Accelerated Benefits Rider


For Terminal Illness



This rider provides that an accelerated death benefit payment may be made under the
certificate. We discuss this rider, and the rules that apply to it, in the provisions that
follow.



In this rider, the word “certificate” may also mean “certificate with rider.”



Benefits payable under this rider may be taxable. The Owner should seek tax advice prior
to requesting an accelerated death benefit payment.



An accelerated death benefit payment will not be allowed if the Owner is required
to request the payment by any third party (including any creditor, governmental agency,
trustee in bankruptcy, or any other person) or as the result of a court order.



This rider does not provide for long-term care insurance or for nursing-home care
insurance.




Rider Benefit



Subject to the terms of this rider, an accelerated death benefit will be
paid to the Owner upon request once we receive proof that the Insured has a
terminal illness.



Accelerated Benefit Payment



In this section we discuss payment of the accelerated death benefit and the amounts used in
determining the amount of the payment.




Eligible Amount



The Eligible Amount is the amount of death benefit under the certificate that can
be considered for acceleration. It will be determined as of the Acceleration Date. This Amount
is equal to the excess of:





	 	•	 	The death benefit payable upon the death of the Insured under the base
certificate; over
	 
	 	•	 	The certificate account value.




The Eligible Amount does not include:





	 	•	 	The amount payable upon the death of the Insured under any life insurance
rider that does not provide level or increasing coverage for at least two years
after the Acceleration Date; and
	 
	 	•	 	The amount of any insurance provided under the certificate on the life of
someone other than the Insured; and
	 
	 	•	 	The amount of benefit under any accidental death or accidental death
and dismemberment benefit rider.




GABRPM-9700








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Amount To Be
Accelerated



Subject to the terms of this rider, the Owner may accelerate any portion
of the Eligible Amount up to the maximum limit. The maximum amount to
be accelerated is equal to the lesser of:





	 	•	 	75% of the Eligible Amount; and
	 
	 	•	 	$250,000 minus the total amount accelerated under all other policies issued on
the life of the Insured by us and any of our affiliates.




We reserve the right to impose a minimum limit on the amount to be accelerated; if we do so,
this limit will not exceed $25,000.




Amount of Payment



The amount of payment under this rider will be computed based on the amount to be accelerated
less:





	 	•	 	Interest at the annual interest rate we have declared for certificates in this class;
and
	 
	 	•	 	A fee of not more than $250.




If required, a detailed statement of the method we use to compute the amount of the accelerated
benefit payment has been filed with the insurance department of the state where the rider was
delivered.




How We Pay



Payment of the accelerated benefit will be made to the Owner in a lump sum. However, we will not
make the payment if we first receive due proof of the Insured’s death; in this case, we will
instead pay the death benefit as if no request had been received under this rider.




Effect On
Certificate



After the accelerated benefit payment is made, the certificate will remain in force. Premiums and
charges will continue in accordance with the certificate provisions.



A lien will be established against the certificate. The amount of the lien will be equal to the
amount to be accelerated under this rider. Interest will not be charged on the lien. The Owner may
not voluntarily repay all or any portion of the lien. However, the amount of the lien will be
deducted from the amount of payment under the certificate upon the death of the Insured.



Other Definitions and Requirements




Acceleration Date



The Acceleration Date is the first date on which all the requirements for
acceleration, except any examination of the Insured by a physician of our
choice that we may require, have been met. Our right to require this examination is discussed in
the Proof Of Terminal Illness provision below.



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Requirements For
Acceleration



Before the accelerated benefit can be paid, all of the following
requirements must be met:





	1.	 	We must receive at our Home Office:






	 	a.	 	The Owner’s written request for payment of an accelerated death benefit under the certificate;
	 
	 	b.	 	The Insured’s written
authorization to release medical records to us; and
	 
	 	c.	 	The written consent to this
request of any assignee and any irrevocable beneficiary
under the certificate.






	2.	 	We must receive proof, satisfactory to us,
that the Insured has a terminal illness.





Terminal Illness



As used in this rider, “terminal illness” is a medical condition that:





	 	•	 	Is first diagnosed by a legally qualified physician after the
Issue
Date of the certificate; and
	 
	 	•	 	With reasonable medical certainty, will result in the death of the
Insured within 12 months from the date diagnosed; and
	 
	 	•	 	Is not curable by any means available to the medical profession.





Proof Of Terminal
Illness



Proof of terminal illness is written certification, satisfactory to us, that a
legally qualified physician has diagnosed the Insured as having a terminal
illness. To establish this proof, we reserve the fight to require that the
diagnosis be confirmed with examination of the Insured, at our expense, by
a physician of our choice. This examination may include x-rays, blood
tests, and other procedures that are reasonable and necessary to determine
whether the Insured has a terminal illness. To be acceptable to us, this
examination must be completed within 90 days after the date we notify the
Owner of this requirement.




Legally Qualified
Physician



As used in this rider, a “legally qualified physician” is a person who is
licensed by the state in which he or she practices to give advice or
treatment for the terminal illness and who is acting within the scope of
that license. A legally qualified physician must be someone other than
the Owner or the Insured, or a spouse, mother-in-law, father-in-law,
stepparent, or natural or adoptive brother, sister, parent,
grandparent, or child of the Owner or the Insured.



General Provisions




Rider Part Of The
Certificate



This rider is made a part of the certificate numbered above
as of the Issue Date of this rider. If the Issue Date of
this rider is not shown above, it is the same as the Issue Date of the
certificate. All the provisions of the certificate apply to this rider, except for those
that are not consistent with
this rider.



GABRPM-9700







Page 3









 








Termination Of
This Rider





	This rider will end automatically on the date:
	 
	1.	 	An accelerated benefit payment is made; or
	 
	2.	 	The certificate terminates for any reason; or
	 
	3.	 	The certificate is changed to a different certificate on which this rider is not
available; or
	 
	4.	 	Two years before coverage under the certificate is scheduled to mature or terminate.





Cancellation Of
This Rider



This rider may be cancelled by the Owner’s written request.




MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY




	 	 	 

	

	 	
	 
	 	 
	President

	 	Secretary





GABRPM-9700





Page 4












 





ENDORSEMENT




Modification of Policy Provisions


This
policy was changed before it was signed by us. This change adds a
provision to Part 1. of
the policy and restates the following provisions to read as follows.



For purposes of this endorsement, the word “certificate” may also mean “certificate with
rider.”



1.) The
following section is added to Part 1. of this policy:




Definitions — Prior
Certificate, Prior
Certificate Amount,
Current Certificate,
Current Certificate
Amount



The Prior Certificate is the certificate of life insurance that was in effect for the
Insured, was provided by us or one of our affiliates, and was sponsored by the Employer
on the day immediately preceding the Certificate Date for the Current Certificate.



The Prior Certificate Amount is the amount of
death benefit that would have been payable under the
Prior Certificate if the Insured had died on the date
immediately preceding the Certificate Date for the
Current Certificate.



The Current Certificate is the certificate of life insurance that is provided by Massachusetts
Mutual Life Insurance Company as the result of exchanging the Prior Certificate, whose terms are
set forth in the certificate to which this endorsement is attached.



The Current Certificate Amount is the initial Selected Face Amount indicated on the
Insured’s Schedule Page on the Certificate Date for the Current Certificate, exclusive of any
subsequent increases and reduced by any subsequent amounts of indebtedness, withdrawals,
and/or decreases.



2.) The “Representations And Contestability” provision in Part 1. of this policy is restated
to read as follows:




Representations
And Contestability



We rely on all statements made by or for the Insured in the application(s) for any certificate
issued under this policy. Those statements are considered to be representations and not warranties.
We reserve the right to bring legal action to contest the validity of the insurance described in a
certificate, or any increase in the Selected Face Amount applied for after the Issue Date, for any
material misrepresentation of a fact. To do so, however, the misrepresentation must have been made
in the application, or in a supplemental application to increase the Selected Face Amount, and a
copy of the application must have been attached to the certificate when issued, or made a part of
the certificate when the increase in the Selected Face Amount became effective.



Except for any increase in the Selected Face Amount applied for after the Issue
Date, we can not contest the validity of the insurance described in a certificate after it
has been in force during the lifetime of the Insured for a




GEXPM1-9700




Page 1 









 







period of two years from its Issue Date. We can not contest the validity of any increase in the
Selected Face Amount applied for after the Issue Date once it has been in effect during the
lifetime of the Insured for a period of two years.



Any amount of insurance that satisfied the contestability period under the Prior Certificate
shall satisfy the Current Certificate’s contestability period.



3.) The “Making Withdrawals” and “Right To Make Loans” provisions in Part 4. of this policy
are restated to remove the “after six months from the Certificate Date” language.



4.) The “Suicide Exclusion” provision in Part 5. of this policy is restated to read as follows:




Suicide Exclusion



Except for any increases in the Selected Face Amount applied for after the
Issue Date of the certificate, we will pay a limited death benefit if the Insured commits suicide,
while sane or insane, within two years from the Issue Date and while the certificate is in force.
The limited death benefit will be the lesser of the Prior Certificate Amount and the Current
Certificate Amount.



For any increases in the Selected Face Amount applied for after the Issue Date of the
certificate, we will pay a limited death benefit if the Insured commits suicide, while sane or
insane, within two years from the effective date of the increase and while it is in force. The
limited death benefit will be the monthly deductions made for that increase. However, if the
limited death benefit as described in the preceding paragraph is payable, there will be no death
benefit for the increase.



Any limited death benefit will be paid in one sum to the Beneficiary.



MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY









Secretary







GEXPM1-9700



Page 2 









 








     APPLICATION for Group Flexible Premium Adjustable Life Insurance Policy is hereby made
to the undersigned.



     Said insurance policy, which will be issued by Massachusetts Mutual
Life Insurance Company and bear Policy Number 002, has been read
and approved, and the terms and conditions therefore are hereby accepted.



     This application is executed
in duplicate, the original returned to
Massachusetts Mutual Life Insurance
Company and the copy attached to said
insurance policy.



     It is requested that this policy be
issued with an effective date of January 1, 1998.



     Signed at Providence, Rhode Island this 30th day of January, 1998.



Citizens Bank of Rhode Island as Trustee of the Strategic Group Universal Life Trust.



	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	/s/ Ann M. Nagle
	 	 
	 	Title:
	 	Assistant Vice President
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





Application






GULGA-9700




 









 








ACCEPTANCE OF THE GROUP POLICY



Based on an application, Massachusetts Mutual Life Insurance Company has issued to the
Applicant Group Policy No. 002.



The Applicant has read, has approved, and does hereby accept that group insurance policy.



This Acceptance is signed in duplicate. One copy is
returned to Massachusetts Mutual Life Insurance
Company. The other is attached to and made a part of
the group policy.



Signed at Providence, Rhode Island





	Applicant:  	 	Citizens Bank of Rhode Island as Trustee of the Strategic Group Universal Life Trust





	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	January 30, 1998
	 	 
	 	By
	 	/s/ Ann M. Nagle
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Signature or authorized officer)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Ann M. Nagle     Assistant Vice President	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Print name & title)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Countersigned (when required by law or regulation)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Licensed Resident Agent	 	 






Acceptance


GULAP-9700