Description of Issuance, Transfer and Redemption Procedures for
  INDIVIDUAL SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
            Offered by the Separate Account IMO ("Variable Account")
            of Allmerica Financial Life Insurance and Annuity Company
                       Pursuant to Rule 6e-3(T)(b)(12)(ii)
                     under the Investment Company Act of 1940

The IMO Separate Account ("Variable Account") of Allmerica Financial Life
Insurance and Annuity Company ("Company") is registered under the Investment
Company Act of 1940 ("1940 Act") as a unit investment trust. There are
currently 15 Sub-Accounts within the Variable Account.  Procedures apply
equally to each Sub-Account and for purposes of this description are defined
in terms of the Variable Account, except where a discussion of both the
Variable Account and the individual Sub-Accounts is necessary.  Each
Sub-Account invests in shares of a corresponding investment division of the
Allmerica Investment Trust ("Trust"), Variable Insurance Products Fund
("Fidelity VIP"), or T. Rowe Price International Series, Inc. ("T. Rowe
Price"), each of which is a "series" type of mutual fund registered under the
1940 Act.  The investment experience of a Sub-Account of the Variable Account
depends on the market performance of its corresponding investment division of
the Trust, Fidelity VIP or T. Rowe Price.  Although individual survivorship
flexible premium variable life insurance policies funded through the Variable
Account may also provide for fixed benefits supported by the Company's
General Account, this description assumes that net premiums are allocated
exclusively to the Variable Account and that all transactions involve only
the Sub-Accounts of the Variable Account, except as otherwise explicitly
stated herein.

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

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

    a. INSURANCE CHARGES AND UNDERWRITING STANDARDS

       Premium payments are not limited as to frequency and number, but
       there are limitations as to amount. No premium payment may be less
       than $250 without the Company's consent, and the total of all
       premiums paid can never exceed the then current maximum premiums
       determined by Internal Revenue Service rules.  If at any time a
       premium is paid which would result in total premiums exceeding the
       current maximum premium limitations, the Company will return the
       amount in excess of such maximums to the Policy Owner.

       The Policy will remain in force so long as the Policy value exceeds
       outstanding loans and is sufficient to cover loan interest accrued
       and certain monthly charges imposed in connection with the Policy.
       Cost of insurance charges for the policies will not be the same for
       all Policy Owners.  The insurance principle of pooling and
       distribution of mortality risks is based upon the assumption that
       each Policy Owner pays a cost of insurance charge commensurate with
       the Insured's mortality risk, which is actuarially determined based
       upon factors such as age, health and occupation.  In the context of
       life insurance, a uniform mortality charge (the "cost of insurance
       charge") for all Insured's would discriminate unfairly in favor of
       those Insured's representing greater mortality risks to the
       disadvantage of those representing lesser risks.  Accordingly,
       there will be a different "price" for each actuarial


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       category of Policy Owners because different cost of insurance rates will
       apply. While not all Policy Owners will be subject to the same cost of
       insurance rate, there will be a single "rate" for all Policy Owners
       in a given actuarial category.  The Policies will be offered and
       sold pursuant to the Company's underwriting standards and in
       accordance with state insurance laws.  Such laws prohibit unfair
       discrimination among Insureds, but recognize that premiums must be
       based upon factors such as age, health and occupation.  Tables
       showing the maximum cost of insurance charges will be delivered as
       part of the Policy.

    b. APPLICATION AND INITIAL PREMIUM PROCESSING

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

       If at the time of Application a prospective Policy Owner makes a
       payment equal to at least one monthly deduction for the Policy as
       applied for, the Company will provide fixed conditional insurance
       in the amount of insurance applied for, up to a maximum of
       $500,000, pending underwriting approval.  This coverage will
       continue for a maximum of 90 days from the date of the application
       or enrollment form or, if required, the completed medical exam.  If
       the application is approved, the Policy will be issued as of the
       date the terms of the Conditional Insurance Agreement were met.  If
       the prospective Policy Owner does not wish to make any payment
       until the Policy is issued, upon delivery of the Policy the Company
       will require payment of sufficient premium to place the insurance
       in-force.

       Pending completion of insurance underwriting and Policy issuance
       procedures, the initial premium will be held in the Company's
       General Account.  If the application is approved and the Policy is
       issued and accepted, the initial premium held in the General
       Account will be credited with interest not later than the date of
       receipt of the premium at the Company's Principal Office.  If a
       Policy is not issued, the premiums will be returned to the
       Applicant without interest.

       If the application or enrollment form is approved and the Policy is
       issued and accepted, upon issuance and acceptance of the Policy the
       Company generally allocates Policy Value according to the Policy
       Owner's instructions.  However, if the Policy provides for a full
       refund of payments under its "Right to Examine Policy" provision as
       required in certain states and described below under Section II(g),
       the Company will initially allocate sub-account investments to the
       Money Market Fund.  The allocation to the Money Market Fund will be
       for four days after the expiration of the "Right to Examine"
       provision of the Policy.  Generally, this will be for 14 days from
       issuance and acceptance of the Policy (based on a 10 day "Right to
       Examine" period).

       These processing procedures are designed to provide insurance,
       starting with the date of the application, to the proposed Policy
       Owner in connection with payment of the initial premium and will
       not dilute any benefit it payable to any existing Policy Owner.
       Although a Policy cannot be issued until the underwriting process
       has been completed, the proposed Policy Owner will receive
       immediate insurance coverage, if he has paid an initial premium and
       proves to be insurable.

       The Company will require that the Policy be delivered within a
       specific delivery period to protect itself against anti-selection
       by the prospective Policy Owner resulting from a deterioration of
       the health of the proposed Insured.  Generally, the period will not
       exceed the shorter of 30 days from the date the Policy is issued
       and 75 days from the date of Part 2 of the Application.


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    c. PREMIUM ALLOCATION

       "Net premiums" are credited to the Policy as of the date the
       premium payments are received by the Company, with the possible
       exception of the first net premium.  Net premiums are equal to the
       gross premiums minus the payment expense charge.  The payment
       expense charge compensates the Company for applicable state and
       local taxes on premiums paid for the Policy, and for federal taxes
       imposed for deferred acquisition costs ("DAC taxes"), and to
       partially compensate for sales expenses.  It will be adjusted to
       reflect any increase or decrease in the applicable state or local
       premium tax rate.

       The Policy Owner may allocate net premiums among the Company's
       General Account and up to fifteen Sub-Accounts of the Variable
       Account.  The Policy Owner may change the allocation of net
       premiums without charge at any time by providing written notice to
       the Principal Office.  The change will be effective as of the date
       of receipt of the notice at the Principal Office.  The Policy Owner
       may transfer amounts among all of the Sub-Accounts and the General
       Account, subject to certain restrictions, but at no time may have
       allocations in more than twenty Sub-Aaccounts.

    d. REPAYMENT OF LOAN

       A loan made under this Policy may be repaid with an amount equal to
       the original loan plus loan interest.

       When a loan is made, the Company will transfer from each
       Sub-Account of the Variable Account to the General Account an
       amount of that Sub-Account's Policy value equal to the loan amount
       allocated to the Sub-Account.  Since the Company will credit such
       assets with current annual interest at 4.00%, which is below the
       interest rate charged on the loan (currently 4.8%, and guaranteed
       not to exceed 6.0%), the Company will retain the difference between
       these rates in order to cover certain expenses and contingencies.
       Upon repayment of debt, the Company will reduce the Policy value in
       the general account attributable to the loan and transfer assets
       supporting corresponding reserves to the Sub-Accounts according to
       either Policy Owner's instruction or, if none, the premium payment
       allocation percentages then in effect.  Loan repayments allocated
       to the Variable Account cannot exceed Policy Value previously
       transferred from the Variable Account to secure the debt.

       A preferred loan option is automatically available, unless the
       Policy Owner requests otherwise. The preferred loan option is
       available on that part of an outstanding loan that is attributable
       to policy earnings.  The term "policy earnings" means that portion
       of the Policy Value that exceeds the sum of the payments made less
       all partial withdrawals and withdrawal charges.   The guaranteed
       annual interest rate credited to the policy value securing a
       preferred loan is 4.0%.   The interest rate charged on a preferred
       loan is currently 4.0% (guaranteed not to exceed 4.5%).

    e. POLICY TERMINATION AND REINSTATEMENT

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


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

       If the Policy has not been surrendered and the Insured is alive,
       the terminated Policy may be reinstated anytime within three years
       after the date of default by submitting the following to the
       Company: (1) a written application for reinstatement; (2) evidence
       of insurability satisfactory to the Company; and (3) a premium
       that, after the deduction of the monthly charges, is large enough
       to cover the minimum amount payable, as described below.

       If reinstatement is requested the Policy Owner must pay the monthly
       deduction for the three-month period beginning on he date of
       reinstatement.  The surrender charge on the date of reinstatement
       is the surrender charge that was in effect on the date of
       termination. The Policy Value on the date of reinstatement is:

       -  The net payment made to reinstate the Policy and interest earned
          from the date the payment was received at our Principal Office PLUS

       -  The Policy Value less any outstanding loan on the date of default
          (not to exceed the surrender charge on the date of reinstatement)
          MINUS

       -  The Monthly Deductions due on the date of reinstatement.

    f. CORRECTION OF MISSTATEMENT OF AGE

       If the Company discovers that the age of the Insured has been
       misstated, the death benefit and any rider benefits will be those
       which would be purchased by the most recent deduction for the cost
       of insurance and the cost of rider benefits at the correct age.

    g. CONTESTABILITY

       A Policy is contestable for two years, measured from the issue
       date, for material misrepresentations made in the initial
       application for the Policy. The Company cannot challenge the
       validity of a Policy of both Insured were alive after the Policy
       had been in force for two years from the Date of Issue.   Policy
       changes may not be contested for two years after the effective date
       of a change, and a reinstatement may not be contested for two years
       after the effective date of reinstatement, if both Insureds were
       alive for two years after the effective date or reinstatement date.
        No statement will be used to contest a Policy unless it is
       contained in an application.

    h. REDUCTION IN COST OF INSURANCE RATE CLASSIFICATION

       By administrative practice, the Company will reduce the cost of
       insurance rate classification for an outstanding Policy if new
       evidence of insurability demonstrates that the Insured qualify for
       a lower classification. After the reduced rating is determined, the
       Policy Owner will pay a lower monthly cost of insurance charge each
       month. If new evidence of insurability provided in connection with
       an increase in Face Amount demonstrates that the Insured are in a
       higher risk classification, the higher cost of insurance rate will
       apply only to the increase in Face Amount.

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II.   "REDEMPTION PROCEDURE": SURRENDER AND RELATED TRANSACTIONS

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

      a. SURRENDER FOR CASH VALUES

         The Company will pay the net cash surrender value within seven days
         after receipt, at its Principal Office, of the Policy and a signed
         request for surrender.  Computations with respect to the investment
         experience of each Sub-Account will be made at the close of trading
         of the New York Stock Exchange on each day in which the degree of
         trading in the corresponding portfolio might materially affect the
         net return of the Sub-Account and on which the Company is open.
         This will enable the Company to pay a net cash value on surrender
         based on the next computed value after the surrender request is
         received.  For valuation purposes, the surrender is effective on
         the date the Company receives the request at its Principal Office
         (although insurance coverage ends the day the request is mailed).

         The Policy value (equal to the value of all accumulations in the
         Variable Account) may increase or decrease from day to day
         depending on the investment experience of the Variable Account.
         Calculation of the Policy value for any given day will reflect the
         actual premiums paid, expenses charged and deductions taken.  The
         Company will deduct a charge for premium taxes, DAC taxes, and a
         5.0% sales load from each premium payment.  The balance (net
         premium) is allocated to the Variable Account according to Policy
         Owner's instructions.  The Company will also make monthly
         deductions from a Policy to cover the cost of insurance, including
         optional benefits provided by rider.  Other possible deductions
         from the Policy (which will occur on a Policy-specific basis)
         include a charge for partial withdrawals, a charge for increases in
         Face Amount and a charge for certain transfers.

         A surrender charge on a withdrawal exceeding the "Free 10%
         Withdrawal" deducted from Policy Value for up to 9 years from Date
         of Issue of the Policy or from the date of increase in Face Amount.
         This charge applies only on a full surrender or decrease in Face
         Amount within nine years of the date of issue or of an increase in
         Face Amount.  The maximum Surrender Charge is equal to a specified
         amount that varies with the age, sex, and underwriting class of the
         Insured for each $1,000 of the Policy's Face Amount.  The amount of
         the Surrender Charges decreases annually to 0% by the 10th Contract
         year.

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         If there are increases in the Face Amount, each increase will have
         a corresponding surrender charge. These charges will be specified
         in a supplemental schedule of benefits at the time of the increase.

         The Company will make the payment of net cash surrender value out
         of its General Account and, at the same time, transfer assets from
         the Variable Account to the General Account in an amount equal to
         the Policy reserves in the Variable Account.  If the Policy is
         surrendered in the first Policy year, any unpaid first year monthly
         administrative charges will be deducted at surrender, in addition
         to any contingent surrender charges which may be applicable.

         For purposes of calculating actual Surrender Charges, premium and
         Policy value will be allocated to the initial Face Amount and
         subsequent increases in Face Amount according to the ratio of the
         respective Guideline Annual Premiums.

         A Surrender Charge may be made on a decrease in the Face Amount. A
         surrender charge may be deducted on a decrease in the Face Amount.
         On a decrease, the surrender charge deducted is a fraction of the
         charge that would apply to a full surrender.  The fraction is the
         product of the decrease divided by the current Face Amount times
         the surrender charge.  Where a decrease causes a partial reduction
         in an increase or in the initial Face Amount, the Company will
         deduct a proportionate share of the surrender charge for that
         increase or for the initial Face Amount.

     b.  CHARGES ON PARTIAL WITHDRAWAL

         For each partial withdrawal, The Company deducts a transaction fee
         of 2.0% of the amount withdrawn, not to exceed $25.  This fee is
         intended to reimburse us for the cost of processing the withdrawal.

         A partial withdrawal charge may also be deducted from Policy Value.
         However, in any Policy year, the Policy Owner may withdraw,
         without a partial withdrawal charge, up to 10% of the policy value
         minus the total of any prior free withdrawals in the same Policy
         year ("Free 10% Withdrawal").  The right to make the Free 10%
         Withdrawal is not cumulative from Policy year to Policy year.

         The Company  imposes the partial withdrawal charge on any
         withdrawal greater than the Free 10% Withdrawal.  The charge is of
         5.0% of the excess withdrawal up to the surrender charge.  If no
         surrender charge applies on withdrawal, no partial withdrawal
         charge will apply. The Company will reduce the Policy's outstanding
         surrender charge by the partial withdrawal charge deducted,
         proportionately reducing the deferred sales and administrative
         charges.  The partial withdrawal charge deducted will decrease
         existing surrender charges in inverse order.

      c. DEATH BENEFIT

         The Company will normally pay a death benefit to the beneficiary
         within seven days after receipt, at its Principal Office, of the
         Policy, due proof of death of the Insured, and all other
         requirements necessary to make payment.

         The death proceeds payable will depend on the option in effect at
         the time of death. Federal tax law requires a Guideline Minimum
         Death Benefit in relation to Policy Value for a Contract to qualify
         as life insurance.  Under current Federal tax law, either the
         Guideline Premium Test or the Cash Value Accumulation Test can be
         used to determine if the Contract complies with the definition of
         "life insurance" under the Code.  At the time of application, the
         Policy Owner  may elect either of the


                                       6




         tests. If the Policy Owner elects the Guideline Premium Test, the
         Policy Owner will have the choice of electing the Death Benefit
         Option 1 or the Death Benefit Option 2. If the Policy Owner elect
         the Cash Value Accumulation Test, the Death Benefit Option 3
         will apply.

         GUIDELINE PREMIUM TEST AND CASH VALUE ACCUMULATION TEST -- There
         are two main differences between the Guideline Premium Test and the
         Cash Value Accumulation Test.  First, the Guideline Premium Test
         limits the amount of premium that may be paid into a Contract,
         while no such limits apply under the Cash Value Accumulation Test.
         Second, the factors that determine the Guideline Minimum Death
         Benefit relative to the Policy Value are different.

         The Guideline Premium Test limits the amount of premiums payable
         under a Contract to a certain amount for an Insured of a particular
         age and sex.  Under the Guideline Premium Test, the Policy Owner
         may choose between the Death Benefit Option 1 or the Death Benefit
         Option 2.  After issuance of the Contract,  the Policy Owner may
         change the selection from the Death Benefit Option 1 to the Death
         Benefit Option 2, or vice versa.

         The Cash Value Accumulation Test requires that the Death Benefit
         must be sufficient so that the cash Surrender Value does not at any
         time exceed the net single premium required to fund the future
         benefits under the Contract. Under the Cash Value Accumulation
         Test, required increases in the Guideline Minimum Death Benefit
         (due to growth in Policy Value) will generally be greater than
         under the Guideline Premium Test.  If the Policy Owner chooses the
         Cash Value Accumulation Test, ONLY the Death Benefit Option 3 is
         available.

         Under the Death Benefit Option 1, the death benefit is the greater
         of either the Face Amount of insurance or the Guideline Minimum Sum
         Insured.  Under the Death Benefit Option 2, the death benefit is
         the greater of either (a) the Face Amount of insurance PLUS Policy
         value or (b) the guideline minimum sum Insured.  The guideline
         minimum sum Insured is calculated by multiplying the applicable
         percentage from the following table for the Insured person's age
         (nearest birthday) at the beginning of the Policy year of
         determination to the-policy value.

                     GUIDELINE MINIMUM DEATH BENEFIT FACTORS

             Age of Insured                           Percentage of
            on Date of Death                           Policy Value
            ----------------                           ------------
              40 and under  .........................       250%
              45  ...................................       215%
              50  ...................................       185%
              55  ...................................       150%
              60  ...................................       130%
              65  ...................................       120%
              70  ...................................       115%
              75  ...................................       105%
              80  ...................................       105%
              85  ...................................       105%
              90  ...................................       105%
              95 and above  .........................       100%

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

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         Death Benefit Option 3 (Cash Value Accumulation Test).   Under
         Option 3, the Death Benefit will equal the greater of (1) the Face
         Amount or (2) the Policy Value multiplied by the applicable factor,
         as set forth in the Policy. The applicable factor depends upon the
         Underwriting Class, sex (unisex if required by law), and
         then-attained age of the Insured.  The factors decrease slightly
         from year to year as the attained age of the Insured increases.

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

      d. DEFAULT AND OPTIONS ON LAPSE

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

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

      e. POLICY LOAN

         The policies provide that Policy Owner may take a loan of up 90% of
         an amount equal to Policy value less surrender charges. The Policy
         value for this purpose will be that next computed after receipt, at
         the Principal Office, of a loan request.  Payment of the loan
         amount will be made to the Policy Owner within seven days after
         such receipt.

         The amount of any outstanding loan plus accrued interest is called
         "debt".  When a loan is made, the portion of the assets in the
         Variable Account (which is a portion of the surrender value and
         which also constitutes a portion of the reserves for the death
         benefit) equal to the debt created thereby is transferred by the
         Company from the Variable Account to the general account.
         Allocation of the loan among Sub-Accounts will be according to the
         Policy Owner's request.  If this allocation is not specified or not
         possible, the loan will be allocated based on the proportion the
         Policy value in the General Account, less debt, and the Policy
         value in each Sub-Account bears to the total Policy value, less
         debt.  Policy value in each Sub-Account equal to the Policy loan
         allocated to such Subaccount will be transferred to the General
         Account, and the number of Accumulation Units equal to the Policy
         value so transferred will be canceled.  Because of the transfer, a
         portion of the Policy is not variable during the loan period and,
         therefore, the death benefit and the surrender value are
         permanently affected by any debt, whether or not repaid in whole or
         in part.  The Company credits the Policy value in the General
         Account attributable to the loan with a rate of return equal to an
         effective annual yield of 4.00%.

         Loan Interest is payable in arrears at the current annual rate of
         4.80% (4.00% for preferred loans). This rate may change, but is
         guaranteed not to exceed 6.00% (4.50% for preferred loans).
         Interest is payable at the end of each Policy year or on a pro rata
         basis for such shorter period as the loan may exist.  Loan interest
         is due on each Policy anniversary.  If not paid when due, it is
         added to the loan principal and bears interest at the same rate of
         interest.  If the resulting loan principal

                                    8



         exceeds the Policy value in the General Account, the Company will
         transfer Policy value equal to the excess debt from the Policy
         value in each Sub-Account to the General Account; as security for
         the excess debt.  The Company will allocate the amount transferred
         among the Sub-Accounts in the same proportion that the Policy value
         in each Sub-Account bears to the total Policy values in all
         Sub-Accounts.

         Failure to repay a loan will not necessarily terminate the Policy.
         If the Policy Value is not sufficient to cover the monthly
         deductions for the cost of insurance and administrative expenses,
         the Policy will go into a 62 day grace period as described above.

      f. TRANSFERS AMONG SUB-AACCOUNTS

         Amounts may be transferred, upon request, at any time from any
         Sub-Account of the Variable Account to one or more other
         Sub-Accounts.  Transfers from a Sub-Account of the Variable Account
         will take effect as of the receipt of a written request at the
         Principal Office.  The first twelve transfers are free of charge;
         however, the Company will make an administrative charge of $10
         (guaranteed not to exceed $25) for additional transfers in a Policy
         year.  Transfers resulting from Policy loans, the exercise of
         conversion rights, automatic transfers, and reallocation of Policy
         value within 20 days of issue, will not be subject to a transfer
         charge, and will not be counted for purposes of the limitation on
         the number of 'free' transfers allowed in each Policy year.
         Automatic transfers do not reduce the remaining number of transfers
         which may be made without charge.

         Transfer charges, if any, are allocated by Policy Owner request to
         one Sub-Account.  If an allocation is not specified or not possible
         the allocations will be based on the proportion that the values in
         each of the Sub-Accounts of the Variable Account bears to the total
         unloaded Policy value.

      g. RIGHT OF WITHDRAWAL PROCEDURES

         The Policy Owner has the right to examine and cancel the Policy by
         returning it to the Company Along with a written request for
         cancellation to the Company or one of its representatives on or
         before the 10 days after receipt of the Policy (or longer when
         state law so requires).

         If the Policy provides for a full refund under its "Right to
         Examine Policy" provision as required in a particular state, the
         refund will be the greater of the entire payment or the Policy
         value plus deductions under the Policy or by the funds for taxes,
         charges or fees.  If the Policy does not provide for a full refund,
         the refund will be the amounts allocated to the fixed account, the
         policy value in the Variable Account, and all fees, charges and
         taxes which have been imposed.

         A free look privilege also applies after a requested increase in
         Face Amount.  After an increase, the Company will mail or deliver
         notice of the "Free Look" with respect to the increase.  The Policy
         Owner will have the right to cancel the increase within 10 days,
         and receive a credit for charges that would not have been deducted
         but for the increase.  Such charges with respect to the increase
         will be added to Policy value, unless the Policy Owner requests a
         refund of such charges.


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