Exhibit 1(5)(c)

                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

                   LIFE INSURANCE EXCHANGE (1035) ENDORSEMENT

This endorsement is a part of the contract to which it is attached. The insured
under this endorsement is the insured under the contract.

The contract is issued in consideration for your assignment to us of a life
insurance policy (called the "Exchanged Policy") on the life of the insured. The
"Exchanged Policy" is identified in your application for this contract. As used
in this endorsement, "gain" means the amount by which the cash value of the
Exchanged Policy (including any unpaid policy loan) exceeds your investment in
the Exchanged Policy as reported to us by the company which issued the Exchanged
Policy. We assume no responsibility for the calculation of your investment in
the Exchanged Policy.

The Fixed Account Interest Rates provisions are amended by the addition of the
following:

The Preferred Loan Rate will also be credited to the following amounts:

1.    That portion of the Outstanding Loan which is carried over from the
      Exchanged Policy and;

2.    A percentage of the gain under the Exchanged Policy less the policy loan
      carried over to this contract as of the date of exchange.



     Beginning of Contract Year   Exchanged Policy's Unloaned Gain Available
                                            For Preferred Loan Rate
                               
      1 2 3 4 5 6 7 8 9 10 11         0% 10% 20% 30% 40% 50% 60% 70% 80%
                                                   90% 100%





               Signed for the Company at Worcester, Massachusetts.