[LOGO OF MASSMUTUAL APPEARS HERE] Exhibit 99.(5)

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111-0001

Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
- --------------------------------------------------------------------------------

INSURED NO. 1 JANE C. DOE
INSURED NO. 2 JOHN A. DOE
POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789
ISSUE DATE JULY 1, 1998 INITIAL FACE AMOUNT $500,000

- --------------------------------------------------------------------------------
Dear Policy Owner:

READ YOUR POLICY CAREFULLY. It has been written in readable language to help you
understand its terms. We have used examples to explain some of its provisions.
These examples do not reflect the actual amounts or status of this policy. As
you read through the policy, remember the words "we," "us," and "our" refer to
Massachusetts Mutual Life Insurance Company.

We will, subject to the terms of this policy, pay the death benefit to the
Beneficiary when due proof of the death of both Insureds has been received at
our Home Office. However, due proof of the first death must be furnished when it
occurs.

The terms of this policy are contained on this and the following pages. For
service and information on this policy, contact the agent who sold the policy,
any of our agency offices, or our Home Office.

YOU HAVE THE RIGHT TO RETURN THIS POLICY. If you decide not to keep this policy,
return it within 10 days after you receive it, or within 10 days after you
receive the notice of right to withdraw, or within 45 days after the date of the
Part 1 of the application for this policy, whichever is latest. It may be
returned by delivering or mailing it to our Home Office, to any of our agency
offices, or to the agent who sold the policy. Then, the policy will be as though
it had never been issued. We will promptly refund (a) any premium paid for this
policy, plus (b) interest credited to this policy under the Guaranteed Principal
Account, plus or minus (c) an amount that reflects the investment experience of
the investment divisions of the Separate Account under this policy to the date
the policy is received by us, minus (d) any amounts withdrawn and any policy
debt.

Signed for Massachusetts Mutual Life Insurance Company.

Sincerely yours,

/s/ John J. Pajak /s/ Thomas J. Finnegan, Jr.
PRESIDENT SECRETARY

This Policy provides that: A death benefit is payable when both Insureds have
died.
Within specified limits, flexible premiums may be
paid while either Insured is living.
Annual dividends may be paid.

The amount of death benefit and the duration of insurance coverage may be fixed
or variable as described in Parts 3 and 5.
The variable account value of the policy may increase or decrease in accordance
with the experience of the Separate Account. There are no minimum guarantees as
to the variable account value. The fixed account value of the policy earns
interest at a rate not less than the minimum described in the Interest On Fixed
Account Value provision.

Policy Summary

This Summary briefly describes some of the major policy provisions. Since it
does not go into detail, the actual provisions will prevail. See the provisions
for full information and any limits that may apply. The "Table Of Contents"
shows where the provisions may be found.

This is a variable universal life insurance policy on the lives of two Insureds.
We will pay a death benefit if both Insureds die while the policy is in force.
"In force" means that the insurance has not terminated. "Variable" means that
values depend on the investment performance of the Separate Account shown in the
Policy Specifications and are not guaranteed as to dollar amount. "Universal
life" means that, subject to the limits and conditions stated in the policy, the
amount of insurance may be adjusted and flexible premium payments may be made.

Premiums for this policy are flexible. After the first 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 policy, any amount may be paid on any
date during the lifetime of either Insured.

Premiums are applied to increase the value of this policy. Monthly charges are
deducted from the value of this policy each month. If the value cannot cover the
monthly charges for a month and premiums paid do not meet certain requirements,
the policy may terminate at the end of 62 days. There is, however, a right to
reinstate the policy.

Other rights available while either Insured is living include the rights to:

. Change the Owner or any Beneficiary;

. Assign this policy;

. Change the Face Amount;

. Change the Death Benefit Option;

. Make loans;

. Make withdrawals;

. Surrender this policy;

. Allocate net premiums among the Guaranteed Principal Account and the
divisions of the Separate Account; and

. Transfer values between the Guaranteed Principal Account and the
divisions of the Separate Account.

This policy also includes a number of Payment Options. They provide alternate
ways for us to pay the death benefit or the amount payable upon surrender of the
policy.

TABLE OF CONTENTS

Policy Specifications

Page No.
--------

Part 1. - The Basics Of This Policy.................................... 1

The Parties Involved - Owner, Insureds, Beneficiary, Irrevocable
Beneficiary........................................................ 1
Dates - Policy Date, Policy Anniversary Date, Policy Year, Monthly
Charge Date, Issue Date, Valuation Date, Valuation Period,
Valuation Time, Register Date...................................... 1
Policy A Legal Contract.............................................. 2
Contract Representations And Contestability.......................... 2
Misstatement Of Age Or Gender........................................ 3
Death By Suicide..................................................... 3
Meaning Of In - Force................................................ 3
Meaning Of Second Death.............................................. 4
Simultaneous Deaths.................................................. 4
Face Amount.......................................................... 4
Year Of Coverage..................................................... 4
Ages - Issue Age, Attained Age....................................... 4
Written Request...................................................... 4
Currency............................................................. 4
Home Office.......................................................... 4

Part 2. - Premium Payments............................................. 4

The First Premium.................................................... 4
Planned Premiums..................................................... 4
Premium Flexibility And Premium Notices.............................. 5
Premium Notices...................................................... 5
Where To Pay Premiums................................................ 5
Right to Refund Premiums............................................. 5
Net Premium.......................................................... 5
Allocation of Net Premiums........................................... 6

Part 3. - Accounts, Values, and Charges................................ 6

The Separate Account and The Guaranteed Principal Account............ 6
The Separate Account................................................. 6
Changes in the Separate Account...................................... 7
Accumulation Units................................................... 7
Purchase and Sale of Accumulation Units.............................. 7
The Guaranteed Principal Account..................................... 7
Values of This Policy................................................ 8
Account Value of Policy.............................................. 8
Variable Account Value Of Policy..................................... 8
Fixed Account Value Of Policy........................................ 8
Interest On Fixed Account Value...................................... 8
Monthly Policy Charges............................................... 9
Monthly Charges...................................................... 9
Administrative Charge................................................ 9
Face Amount Charge................................................... 9
Insurance Charge..................................................... 9
Rider Charge......................................................... 10
Grace Period And Termination......................................... 11
Safety Test.......................................................... 11

Part 4. - Life Benefits................................................ 12

Policy Ownership..................................................... 12
Rights Of Owner...................................................... 12

Page No.
--------

Changing The Owner Or Beneficiary.................................... 12
Transfers Of Values.................................................. 12
Assigning This Policy................................................ 13
This Policy's Share in Dividends..................................... 13
Policy is Participating.............................................. 13
How Dividends May Be Used............................................ 13
Dividend After Death Of Insureds..................................... 13
Right To Change The Face Amount...................................... 13
Increases In The Face Amount......................................... 14
Decreases In The Face Amount......................................... 14
Evidence Of Changes.................................................. 14
Borrowing Against This Policy........................................ 14
Right To Make Loans.................................................. 14
Effect Of Loan....................................................... 15
Maximum Loan Available............................................... 15
Interest On Loans.................................................... 15
Policy Debt Limit.................................................... 16
Repayment Of Policy Debt............................................. 16
Other Borrowing Rules................................................ 16
Surrendering This Policy And Making Withdrawals Right To Surrender... 17
Net Surrender Value.................................................. 17
Making Withdrawals................................................... 17
How We Pay........................................................... 18
Reinstating This Policy.............................................. 18
When Reinstatement Can Be Made....................................... 18
Requirements To Reinstate............................................ 18
Policy After Reinstatement........................................... 18
Reports To Owner..................................................... 19
Annual Report........................................................ 19

Part 5. - The Death Benefit............................................ 19

Amount of Death Benefit.............................................. 19
Death Benefit Options................................................ 19
Minimum Death Benefit................................................ 20
Changes in the Death Benefit Option.................................. 20
When We Pay.......................................................... 20
Interest on Death Benefit............................................ 21

Part 6. - Payment Options.............................................. 21

Availability Of Options.............................................. 21
Minimum Amounts...................................................... 21
Description Of Options............................................... 21
Options 1, 2, 3, 4, 5, 6............................................. 21
Alternate Life Income................................................ 22
Electing a Payment Option............................................ 22
Effective Date and Payment Dates..................................... 22
Withdrawals And Changes.............................................. 22
Income Protection.................................................... 22
Other Payment Option Rules........................................... 23

Part 7. - Notes On Our Computations.................................... 23

Net Investment Factor................................................ 23
Accumulation Unit Value.............................................. 24
Adjustment of Units And Values....................................... 24
Basis of Computation................................................. 24
Method of Computing Values........................................... 24
Payment Option Rates Tables.......................................... 25-31

TABLE OF CONTENTS (continued)

Any riders and endorsements, and a copy of the application for the policy,
follow page 31.

- --------------------------------------------------------------------------------

For additional important terms used in this policy, see the following provisions:

Term Provision Page No.
- ---- --------- --------

Death Benefit Factor Minimum Death Benefit 20
Expense Premium Net Premium 5
Guarantee Periods Safety Test 11
Guarantee Premiums Safety Test 11
Insurance Risk Insurance Charge 9
Loan Interest Rate Expense Charge Interest On The Fixed Account Value 8
Minimum Annual Interest Rate For The Interest On The Fixed Account Value 8
Guaranteed Principal Account
Policy Debt Right To Make Loans 14
Premium Expense Charge Net Premium 5
Separate Account Charge for Mortality And Net Investment Factor 23
Expense Risk
Surrender Charges Net Surrender Value 17
Withdrawal Fee Making Withdrawals 17

- --------------------------------------------------------------------------------
POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

ISSUE AGE GENDER

INSURED NO. 1 JANE C. DOE 35 FEMALE
INSURED NO. 2 JOHN A. DOE 35 MALE
POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789
ISSUE DATE JULY 1, 1998 INITIAL FACE AMOUNT $500,000

RISK CLASSES SEE THE TABLE(S) OF MAXIMUM MONTHLY INSURANCE CHARGES
- --------------------------------------------------------------------------------

Subject to the terms of this policy, the Face Amount is adjustable. If the Face
Amount is adjusted, then revised or additional Policy Specifications will be
sent.

DEATH BENEFIT OPTION (See Part 5 of this policy.) 1

MONTHLY CHARGE DATES 1st day of each month

FIRST PREMIUM $5,000.00
PLANNED PREMIUM $5,000.00
PLANNED PREMIUM FREQUENCY Annual

GUARANTEE PERIOD First 5 Policy Years
GUARANTEE PREMIUM $1,574.00

POLICY CHARGES AND FEES:
MAXIMUM PREMIUM EXPENSE CHARGE 13% of premium payments up to Expense
DURING EACH YEAR OF COVERAGE (See Net Premium; 3% of excess premium
Premium provision in Part 2.) payments
MAXIMUM MONTHLY ADMINISTRATIVE CHARGE* $12.00
MAXIMUM MONTHLY FACE AMOUNT CHARGE*
BY YEAR OF COVERAGE
Years 1 - 10 $0.13
Years 11 and later $0.00
MAXIMUM MONTHLY INSURANCE CHARGE* See the Table(s) Of Maximum Monthly
Insurance Charges
RIDER CHARGES* See the Policy Specifications for the
Rider(s), if any
MAXIMUM LOAN INTEREST RATE EXPENSE CHARGE 2.00%
MAXIMUM WITHDRAWAL FEE $25.00 per withdrawal
SURRENDER CHARGE See the Table(s) Of Surrender Charges
MAXIMUM SEPARATE ACCOUNT CHARGE FOR Daily equivalent of 0.90% effective
MORTALITY AND EXPENSE RISK** annual rate

*For more information, see the "Monthly Policy Charges" section in Part 3
of this policy.
**For more information, see the Net Investment Factor provision in Part 7 of
this policy.

NOTE: Timely payment of planned premiums does not guarantee that this policy
will stay in force until both Insureds have died.

POLICY SPECIFICATIONS PAGE 1 OF 8

- --------------------------------------------------------------------------------
POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

INSURED NO. 1 JANE C. DOE
INSURED NO. 2 JOHN A. DOE
POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789
ISSUE DATE JULY 1, 1998
- --------------------------------------------------------------------------------

LIMIT ON PREMIUM PAYMENTS IN ANY POLICY YEAR:
- ---------------------------------------------

The maximum limit for premium payments in any Policy Year is the largest premium
that would not exceed the LIMIT ON TOTAL PREMIUM PAYMENTS stated below or, if
less, the greatest of:

. $4,400.00;
. The amount of premiums paid in the preceding Policy Year; and
. The largest premium that would not increase the Insurance Risk.

LIMIT ON TOTAL PREMIUM PAYMENTS:
- --------------------------------

As of any date, the maximum limit on the sum of the premiums paid under this
policy is the greater of items A and B below. This limit may be revised if the
policy is changed. These changes include, but are not limited to, withdrawals,
changing the Face Amount or Death Benefit Option, and adding or deleting benefit
riders. If the limit is revised, new Policy Specifications will be sent.

A. $ 40,032.00;
B. $ 3,868.00 multiplied by the result of one (1) plus the number of full
Policy Years elapsed.

LIMITATION ON NET PREMIUM ALLOCATIONS AND TRANSFERS:
- ----------------------------------------------------

While this policy is in force, the cumulative limit on the number of distinct
Separate Account divisions to which net premiums are allocated and transfers are
made is 16.

ADDITIONAL LIMITATIONS ON TRANSFERS (See Transfers Of Values provision in
- -----------------------------------
Part 4.)

Transfers must be in whole-number percentages or in dollar-and-cent amounts.

Transfers of values from the Guaranteed Principal Account to the Separate
Account (excluding any transfer on the day after the Issue Date) are limited to
one each Policy Year. After that day, any transfer from the Guaranteed Principal
Account cannot exceed 25% of the fixed account value of this policy (less any
policy debt) on the date of transfer.

As needed to comply with Section 404(c) of ERISA, we reserve the right to limit
transfers such that no transfers may be made for at least 90 days after the
preceding transfer. Any such limitation would not apply to a transfer of all
funds in the Separate Account to the Guaranteed Principal Account, to transfers
resulting from a policy loan, or to automated transfers in connection with any
program the Company has in place.

POLICY SPECIFICATIONS PAGE 2 OF 8

- --------------------------------------------------------------------------------
POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

SEPARATE ACCOUNT INFORMATION (See The Separate Account provision in Part 3.)
- ----------------------------

The Separate Account referred to in this policy is Massachusetts Mutual Variable
Life Separate Account I.

The divisions of the Separate Account are:
MML Equity Oppenheimer Capital Appreciation
MML Money Market Oppenheimer Growth
MML Managed Bond Oppenheimer Global Securities
MML Blend Oppenheimer Strategic Bond
MML Equity Index
The types of investments and the objectives for each division are given in the
Prospectus.

MINIMUM ANNUAL INTEREST RATE FOR THE 3.00%
GUARANTEED PRINCIPAL ACCOUNT
LOAN INTEREST RATE (See Interest On Loans in Part 4.) [Variable or 5.0%]

MINIMUM FACE AMOUNT $500,000
MINIMUM FACE AMOUNT INCREASE $50,000

RIDER(S) ATTACHED TO THIS POLICY:
- ---------------------------------
None

POLICY SPECIFICATIONS PAGE 3 OF 8

- --------------------------------------------------------------------------------
POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

EXPENSE PREMIUM: $2,152.00

TABLE OF MAXIMUM MONTHLY INSURANCE CHARGES

RATES PER THOUSAND OF INSURANCE RISK

RISK CLASSES: INSURED NO. 1: PREFERRED NON-TOBACCO
INSURED NO. 2: PREFERRED NON-TOBACCO

ATTAINED ATTAINED ATTAINED
AGE OF THE AGE OF THE AGE OF THE
YOUNGER MONTHLY YOUNGER MONTHLY YOUNGER MONTHLY
INSURED RATE INSURED RATE INSURED RATE
------- ---- ------- ---- ------- ----

35 0.00002 57 0.00964 79 0.63554
36 0.00006 58 0.01144 80 0.76934
37 0.00010 59 0.01358 81 0.93261
38 0.00016 60 0.01616 82 1.13343
39 0.00022 61 0.01928 83 1.38047
40 0.00030 62 0.02316 84 1.67843
41 0.00040 63 0.02804 85 2.03303
42 0.00052 64 0.03412 86 2.44749
43 0.00066 65 0.04148 87 2.92813
44 0.00082 66 0.05031 88 3.47679
45 0.00102 67 0.06074 89 4.10303
46 0.00124 68 0.07295 90 4.81445
47 0.00151 69 0.08746 91 5.62502
48 0.00183 70 0.10516 92 6.55747
49 0.00220 71 0.12818 93 7.64951
50 0.00265 72 0.15490 94 9.00787
51 0.00318 73 0.19006 95 10.85216
52 0.00384 74 0.23416 96 13.65662
53 0.00463 75 0.28828 97 18.46654
54 0.00558 76 0.35383 98 27.61923
55 0.00672 77 0.43218 99 46.54633
56 0.00807 78 0.52494

The above rates are based on the following mortality tables:
INSURED NO. 1 - Commissioners 1980 Standard Ordinary Nonsmoker
Mortality Table - Female
INSURED NO. 2 - Commissioners 1980 Standard Ordinary Nonsmoker
Mortality Table - Male

Rates for Attained Ages above 99 equal the rate for Attained Age 99.

POLICY SPECIFICATIONS PAGE 4 OF 8

- --------------------------------------------------------------------------------
POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

TABLE OF SURRENDER CHARGES

IF SURRENDER OCCURS IN
POLICY YEAR SURRENDER CHARGE
----------- ----------------

1 $2,152.00
2 $1,937.00
3 $1,721.00
4 $1,506.00
5 $1,291.00
6 $1,076.00
7 $861.00
8 $646.00
9 $430.00
10 $215.00
11 and later $0.00

POLICY SPECIFICATIONS PAGE 5 OF 8

- --------------------------------------------------------------------------------
POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT FACTORS

ATTAINED ATTAINED ATTAINED
AGE OF THE AGE OF THE AGE OF THE
YOUNGER YOUNGER YOUNGER
INSURED FACTOR INSURED FACTOR INSURED FACTOR
------- ------ ------- ------ ------- ------

35 2.50 57 1.42 79 1.05
36 2.50 58 1.38 80 1.05
37 2.50 59 1.34 81 1.05
38 2.50 60 1.30 82 1.05
39 2.50 61 1.28 83 1.05
40 2.50 62 1.26 84 1.05
41 2.43 63 1.24 85 1.05
42 2.36 64 1.22 86 1.05
43 2.29 65 1.20 87 1.05
44 2.22 66 1.19 88 1.05
45 2.15 67 1.18 89 1.05
46 2.09 68 1.17 90 1.05
47 2.03 69 1.16 91 1.04
48 1.97 70 1.15 92 1.03
49 1.91 71 1.13 93 1.02
50 1.85 72 1.11 94 1.01
51 1.78 73 1.09 95 1.00
52 1.71 74 1.07 96 1.00
53 1.64 75 1.05 97 1.00
54 1.57 76 1.05 98 1.00
55 1.50 77 1.05 99 1.00
56 1.46 78 1.05

These Death Benefit Factors are used to determine the amount of the minimum
death benefit. Death Benefit Factors for Attained Ages above 99 equal the Factor
for Attained Age 99. For more information, see Part 5 of this policy.

POLICY SPECIFICATIONS PAGE 6 OF 8

- --------------------------------------------------------------------------------
POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

OWNER INFORMATION

OWNER
- -----

THE INSUREDS JOINTLY OR THE SURVIVING INSURED

POLICY SPECIFICATIONS PAGE 7 OF 8

- --------------------------------------------------------------------------------
POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

BENEFICIARY INFORMATION

BENEFICIARY
- -----------

JAMES B. DOE, SON OF THE INSUREDS

POLICY SPECIFICATIONS PAGE 8 OF 8

Part 1. The Basics Of This Policy

In this Part, we discuss some definitions and insurance concepts necessary to
understand this policy. The words "we," "us," and "our" refer to Massachusetts
Mutual Life Insurance Company.

The Parties The Owner is the person who owns this policy, as shown
Involved - in our records. The Owner has the right to exercise
Owner, Insureds, rights and privileges and to receive benefits under the
Beneficiary, terms of this policy during the lifetime of either
Irrevocable Insured. If the Owner designated under the terms of
Beneficiary this policy is not living and if the policy does not
provide otherwise, the Owner will be the estate of the
last Owner to die.

For more information about the rights and benefits
available to the Owner, see the "Policy Ownership"
section in Part 4.

The Insureds are the two persons whose lives this policy
insures. An Insured may be the Owner of this policy, or
someone else may be the Owner.

Example: You buy a policy insuring your own life and
your spouse's life, and naming yourself as
Owner. In this case, you are both an Insured
and the Owner. If you buy a policy insuring
two other lives and naming yourself as the
Owner, then the Owner is not an Insured.

A Beneficiary is any person named in our records to
receive the death benefit after both Insureds have died.
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: Elizabeth is named as primary (first)
Beneficiary. Rachel and David are named as
Beneficiaries in the secondary class. If
Elizabeth is alive when the second death
occurs, she receives the death benefit. If
Elizabeth is not alive but Rachel and David
are alive when the second death occurs,
Rachel and David 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 policy rights.

If no Beneficiary designated under this policy survives
both Insureds, the Beneficiary will be the Owner unless
the policy states otherwise. The interest of any
Beneficiary will be subject to any assignment of this
policy that is binding on us and to any payment option
in effect at the time of the second death.

See the "Policy Ownership" section in Part 4, and see
"Part 6. - Payment Options."

Dates - Policy Date, The Policy Date is shown in the Policy Specifications.
Policy Anniversary It is the starting point for determining Policy
Date, Policy Year, Anniversary Dates, Policy Years, and Monthly Charge
Monthly Charge Dates. The first Policy Anniversary Date is one year
Date, Issue Date, after the Policy Date. The period from the Policy Date
Valuation Date, to the first Policy Anniversary Date, or from one Polic
Valuation Period, Anniversary Date to the next, is called a Policy Year.
Valuation Time,
Register Date The Monthly Charge Dates are the dates on which we
deduct monthly charges for this policy. The first
Monthly Charge Date is the Policy Date. Subsequent
Monthly Charge Dates are the same day of each month
thereafter.

Page 1

Example: The Policy Date is June 10, 19X7. The
first Policy Anniversary Date is one year
later, June 10, 19X8. The period from June
10, 19X7, through June 9, 19X8, is a
Policy Year. The first Monthly Charge Date
is June 10, 19X7. The next Monthly Charge
Date is one month later, July 10, 19X7.

The Issue Date is also shown in the Policy
Specifications. The Issue Date starts the contestability
and suicide periods. We discuss contestability and
suicide later in this Part.

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 that are to be performed on a Valuation Date
will be performed as of the Valuation Time.

The Register Date is the date on which we first allocate
net premium payments for this policy among the
Guaranteed Principal Account and the divisions of the
Separate Account. It is the Valuation Date that is on,
or next follows, the later of:

. The day after the Issue Date; and
. The day we receive the first premium for this
policy at our Administrative Office.

Policy A Legal This policy is a legal contract between the Owner and
Contract us. The entire contract consists of the policy, which
includes the application and any rider(s) and
endorsement(s) the policy has. We have issued this
policy in return for the application and the payment of
the first premium. Any changes or waiver of its terms
must be in writing and signed by our Secretary or an
Assistant Secretary to be valid.

A copy of the initial application is attached to and
made a part of this policy. Any subsequent applications
requesting changes in the policy also will become part
of the contract; copies of any such applications will be
sent to the Owner for attachment to the policy.

Representations We rely on all statements made by or for either or both
And Insureds in the application(s). Legally, those
Contestability statements are considered to be representations and not
warranties. We can bring legal action to contest the
validity of this policy, or any policy change requiring
evidence of insurability, for any material
misrepresentation of a fact. To do so, however, the
misrepresentation must have been in the initial
application or in a subsequent application, and a copy
of that application must have been attached to (or sent
to the Owner for attachment to) and made a part of this
policy. The initial Policy Specifications are attached
to this policy when issued. If a policy change is made,
we will send to the Owner any revised or additional
Policy Specifications for attachment to the policy.

Except for any policy change or reinstatement requiring
evidence of insurability, we cannot contest the validity
of this policy:

Page 2

. With respect to any material misrepresentation in
the application regarding the insurability of
Insured No. 1, once the policy has been in force
during the lifetime of Insured No. 1 for 2 years
after its Issue Date; or
. With respect to any material misrepresentation in
the application regarding the insurability of
Insured No. 2, once the policy has been in force
during the lifetime of Insured No. 2 for 2 years
after its Issue Date.

For any policy change requiring evidence of
insurability, we cannot contest the validity of the
change with respect to each Insured after the change has
been in effect for 2 years during the lifetime of that
Insured.

If evidence of insurability is required to reinstate
this policy (see "Reinstating This Policy" in Part 4),
our right to contest the validity of this policy begins
again on the date of reinstatement. For each Insured
living on that date, we cannot contest once the
reinstated policy has been in force during the lifetime
of that Insured for 2 years after that reinstatement
date.

Misstatement Of If the date of birth or gender of either Insured as
Age Or Gender given in the application is not correct, the Face Amount
(discussed in this Part) will be adjusted. The
adjustment will reflect the amount provided by the most
recent monthly insurance charges using the correct ages
and genders. In addition, if the adjustment is made
while either Insured is living, monthly charges after
the adjustment will be based on the correct ages and
genders.

Death By Suicide If either Insured commits suicide, while sane or insane,
within 2 years after the Issue Date of this policy and
while the policy is in force, this policy will
terminate. In this case, we will refund the amount of
premiums paid for this policy, less any amounts
withdrawn and less any policy debt.

If either Insured commits suicide, while sane or insane,
within 2 years after this policy is reinstated and while
the policy is in force, this policy will terminate. In
this case, we will refund any amount paid to reinstate
this policy and any premiums paid thereafter, less any
amounts withdrawn and less any policy debt.

If either Insured commits suicide, while sane or insane,
within 2 years after the effective date of any increase
in the Face Amount, the increase will terminate. In this
case, we will refund the monthly charges made for that
increase. However, if a refund as described in either of
the two preceding paragraphs is payable, there will be
no additional refund for the increase.

Monthly charges are discussed in Part 3. Withdrawals,
policy debt, and reinstatement are discussed in Part 4.

Meaning Of "In force" means that the insurance provided by this
In Force policy is in effect and has not terminated. This policy
will be in force from its Issue Date or, if later, the
date the first premium is paid.

This policy will continue in force to the second death
unless:

. Either Insured commits suicide within 2 years after
the Issue Date or the date the policy is reinstated;
. The policy terminates under the terms of the Grace
Period And Termination provision in Part 3;
. The policy terminates because the policy debt limit is
reached; or
. The policy is surrendered.

Page 3

Policy debt and surrender are discussed in Part 4.

Meaning Of The "second death" under this policy means the death of
Second Death the survivor of the Insureds.

Simultaneous The Insureds may die at the same time, with no
Deaths reasonable way to determine who died first. In this
case, we will assume that Insured No. 2 died before
Insured No. 1 unless we are provided information
otherwise by the Owner.

Face Amount The Face Amount is the amount of insurance coverage this
policy provides while the policy is in force. The
Initial Face Amount is the Face Amount on the Policy
Date.

Year Of Coverage For the Initial Face Amount, each Policy Year is a year
of coverage. If the Face Amount of this policy has been
increased (as discussed in Part 4), years of coverage
for each increase will be measured from the effective
date of the increase.

Ages - Issue Age, The Issue Age for each Insured (shown in the Policy
Attained Age Specifications) is the age of that Insured on the
birthday nearest the Policy Date.

Example: Elizabeth's 32nd birthday was May 12th. The
Policy Date is today, December 1. Since
December 1 is closer to her 33rd birthday, her
Issue Age will be 33.

The Attained Age of an Insured is the Insured's Issue
Age increased by the number of full Policy Years
elapsed.

Written Request A "written request" is a request in writing, in a form
satisfactory to us, received by us at our Principal
Administrative Office.

Currency All payments made to us and by us will be in the lawful
currency of the United States of America. All monetary
amounts shown in this policy are in U.S. dollars.

Home Office Our main office in Springfield, Massachusetts, is called
the Home Office. The address is Massachusetts Mutual
Life Insurance Company, 1295 State Street, Springfield,
Massachusetts 01111-0001.

Part 2. Premium Payments

Premiums are the payments that may be paid to us to increase the account value
of this policy; they also may be needed to keep this policy in force. Premiums
for this policy are discussed in this Part.

The First Premium The first premium for this policy is shown in the Policy
Specifications. It is due on the Policy Date. This
policy will not be in force until the first premium has
been paid.

Planned Premiums The planned premium for this policy is shown in the
Policy Specifications. The frequency of planned premiums
for this policy is as elected in the application. The
frequency and amount of the planned premium may be
changed by written request; the frequency may be
quarterly, semiannually, or annually.

We also provide a pre-authorized payment plan. This
plan, and any other alternate premium plans we provide,
are governed by the rules we set.

Page 4

If continued payment of the planned premium during a
Policy Year would exceed the Limit On Premium
Payments for the Year shown in the Policy
Specifications, we may decrease the planned premium
to an amount that would not exceed that limit.

If premium payments are discontinued, we will
continue to deduct monthly charges from the account
value and the policy will stay in force subject to
the Grace Period And Termination provision in Part 3.

Premium Flexibility After the first premium has been paid, there is no
And Premium requirement that any amount of premium be paid on any
Notices date. Subject to the Limit On Premium Payments shown
in the Policy Specifications and while this policy is
in force, any amount of premium may be paid at any
time while either Insured is living. However, each
premium paid must be at least $20 or, if greater, the
amount needed to prevent termination, as discussed in
the Grace Period And Termination provision.

We will send premium notices for the planned premium
based on the amount and frequency in effect. We will
stop sending notices for the planned premium upon
receipt of the Owner's written request to do so.

Where To Pay All premiums after the first premium are payable to
Premiums 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 We have the right to promptly refund any amount of
Premiums premium paid if application of that premium to the
account value would increase the insurance risk. This
right is limited to premiums paid in a Policy Year
that exceed the Limit On Premium Payments for the
Year shown in the Policy Specifications.

Insurance risk is discussed in the Insurance Charge
provision in Part 3.

Net Premium A net premium is a premium payment we receive for
this policy less the premium expense charge we deduct
at that time. The Maximum Premium Expense Charge we
can deduct from each premium payment is shown in the
Policy Specifications.

We credit each net premium to the account value of
this policy on the date we receive the premium
payment. However, for any premium payment received
before the Policy Date, the net premium will be
credited to the account value as of the Policy Date.

If the Face Amount of this policy has been increased
(as discussed in Part 4), premium payments received
once an increase becomes effective will be allocated
to each segment of the Face Amount. (The Initial Face
Amount is one "segment"; each increase in the Face
Amount is a separate "segment.") This may affect the
premium expense charge deducted from premium
payments. The premium allocation will be made on a
pro rata basis using the Expense Premium for each
segment. The Expense Premium for each segment of the
Face Amount is shown with its Table Of Maximum
Monthly Insurance Charges in the Policy
Specifications.

Example: The Initial Face Amount of your policy
is $500,000; the Expense Premium for it
is $4,000. You later increase the Face
Amount by $700,000, to $1,200,000; the
Expense Premium for that increase is
$6,000. The sum of the Expense Premiums
is $10,000. Thereafter while the Face
Amount remains at $1,200,000, each
premium payment will be allocated 40%
(4,000 divided by 10,000) to the
Initial Face Amount and 60% (6,000
divided by 10,000) to the increase.

Page 5

Allocation Of Net Each net premium we receive on or before the Issue
Premiums Date will be allocated to the Guaranteed Principal
Account. On the Register Date, any fixed value of
this policy will be allocated among the Guaranteed
Principal Account and the divisions of the Separate
Account, according to the net premium allocation in
effect on the Register Date. Fixed account value is
discussed in Part 3.

Each net premium we receive after the Issue Date will
be allocated according to the net premium allocation
in effect on the date of receipt.

The net premium allocation is specified at the time
of application for this policy. Changes in the net
premium allocation are subject to any limitations
stated in the Policy Specifications. Subject to those
limitations, the allocation may be changed by any
later election satisfactory to us and received at our
Home Office.

The amount of each net premium we receive for this
policy for allocation to a division of the Separate
Account will be applied to purchase accumulation
units for this policy in that division. See the
Purchase And Sale Of Accumulation Units provision in
Part 3.

Part 3. Accounts, Values, And Charges

This policy 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. This policy 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 this policy 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
monthly charges connected with them.

The Separate Account And The Guaranteed Principal
Account

The Separate The Separate Account shown in the Policy
Account Specifications is a designated segment of the
separate investment account we have established under
Massachusetts law. It is also subject to the laws of
the state in which this policy was delivered.

The Separate Account has a number of divisions. Each
division invests in shares of an investment Fund. The
divisions are shown in the Policy Specifications.

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 in
the Policy Specifications.

We own the assets of the Separate Account. Those
assets will be used only to support variable life
insurance policies. That 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 to our general account any
assets exceeding the reserves and other liabilities
of the Separate Account. The income and the realized
and unrealized capital gains and losses from each
division of the Separate Account are credited to or
charged against that division without regard to any
of our other income, capital gains, or capital
losses. The assets of the Separate Account are
protected from the claims of our creditors.

Page 6

Changes in The We have the right to establish additional divisions of
Separate Account the Separate Account 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. We also have the
right to close any division to new investments.

Subject to applicable provisions of federal securities
laws, we have the right to change the investment policy
of any division of the Separate Account.

We have the right to operate the Separate Account as a
unit investment trust 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 this policy. 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. The value of accumulation units is discussed
further in Part 7 .

Purchase And Sale Amounts are credited to and taken from divisions of the
Of Accumulation Separate Account by purchasing and selling accumulation
Units units. Accumulation units will be purchased and sold at
the unit value as of the Valuation Time on the Valuation
Date of purchase or sale. The number of units purchased
or sold will be the amount of money for purchase or sale
divided by that unit value.

Example: The amount applied is $550. The date of
purchase is June 10, 19X6. 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.

In no case will accumulation units be purchased or sold
before the Register Date.

The Guaranteed The Guaranteed Principal Account is part of our general
Principal Account account. It has no connection with, and does not depend
on, the investment performance of the Separate Account.
We have a right to establish additional guaranteed
accounts from time to time.

Page 7

Values Of This Policy

Account Value Of The account value of this policy on any date is the
Policy variable account value of this policy plus the fixed
account value of this policy, both determined as of that
date.

Variable Account The variable account value of this policy reflects:
Value Of Policy

. The net premiums for this policy allocated to the
Separate Account;
. Any amounts for this policy transferred into the
Separate Account from the Guaranteed Principal
Account;
. Any amounts transferred or withdrawn from the
Separate Account for this policy;
. Any surrender charges for this policy deducted from
the Separate Account due to any decreases in the
Face Amount;
. Any monthly charges for this policy deducted from
the Separate Account; and
. The net investment experience of the Separate
Account.

Net premiums, transfers, withdrawals, surrender charges,
and monthly charges 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 are discussed in Part 2, and monthly charges
are discussed in this Part. Transfers, withdrawals, and
surrender charges are discussed in Part 4.

The value of the accumulation units credited to this
policy 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.

The variable account value of this policy on any date is
the total of the values of the accumulation units
credited to this policy in each division of the Separate
Account.

Fixed Account Value The fixed account value of this policy is the
Of Policy accumulation at interest of:

. The net premiums for this policy allocated to the
Guaranteed Principal Account; plus
. Any amounts for this policy transferred into the
Guaranteed Principal Account from the Separate
Account; less
. Any amounts for this policy transferred or withdrawn
from the Guaranteed Principal Account; less
. Any surrender charges for this policy deducted from
the Guaranteed Principal Account due to any
decreases in the Face Amount; and less
. Any monthly charges for this policy deducted from
the Guaranteed Principal Account.

Interest On Fixed The fixed account value of this policy earns interest a
Account Value an effective annual rate defined in this provision.
Interest is credited daily through the date the fixed
account value is computed.

For any fixed account value equal to the amount of any
policy loan, the interest rate we use will be the daily
equivalent of the greater of:

. The annual loan interest rate in effect during the
current Policy Year less the loan interest rate
expense charge; and
. The Minimum Annual Interest Rate For The Guaranteed
Principal Account.

Page 8

The loan interest rate is discussed in the Interest On Loans
provision in Part 4. The Maximum Loan Interest Rate Expense
Charge and the Minimum Annual Interest Rate For The
Guaranteed Principal Account are shown in the Policy
Specifications.

For any fixed account value in excess of the amount of any
policy loan, the interest rate we use will be the daily
equivalent of the greater of:

. The Minimum Annual Interest Rate For The Guaranteed
Principal Account; and
. An alternate annual rate established by us. The alternate
annual rate of interest will reflect our expectations for
future investment results, profits, and expenses. This
rate will be declared for each calendar month in advance;
once declared for a month, it cannot be changed.

Monthly Policy Charges

Monthly Charges Charges will be deducted monthly from the account value of
this policy. Monthly charges are due on each Monthly Charge
Date.

Monthly charges for this policy will be taken from the
divisions of the Separate Account and from the Guaranteed
Principal Account in proportion to the values of this policy
in each of those divisions and in the Guaranteed Principal
Account (excluding outstanding policy loans). Deductions will
be made, and values will be determined, on the Valuation Date
that is on, or next follows, the latest of:

. The Register Date;
. The date the charges are due; and
. The date we receive the amount of premium needed to
prevent termination, as discussed in the Grace Period And
Termination provision in this Part.

We assess four types of monthly charges: an administrative
charge, a face amount charge, an insurance charge, and a
rider charge; each is discussed in this section.

Administrative The amount of the monthly administrative charge will be
Charge determined by us. However, it will not exceed the Maximum
Monthly Administrative Charge shown in the Policy
Specifications.

Face Amount The amount of the monthly face amount charge will be
Charge determined by us. However, it will not exceed the result of:

. The Face Amount divided by 1,000; then multiplied by
. The Maximum Monthly Face Amount Charge for the year of
coverage. These maximum charges are shown in the Policy
Specifications.

If the Face Amount of the policy has been increased (as
discussed in Part 4), the face amount charge for each month
will be the sum of the charges determined separately for each
segment of the Face Amount.

Insurance Charge The maximum monthly insurance charge rates per $1,000 of
insurance risk are shown in the Table(s) Of Maximum Monthly
Insurance Charges of the Policy Specifications. Maximum
monthly insurance charge rates for the Initial Face Amount
and for each Face Amount increase will be shown in a separate
table.

Page 9

The insurance risk is computed as of the date the charge is
due. All amounts are calculated as of that date. The
insurance risk is determined by the following steps.

(a) We compute the account value of this policy after all
additions and deductions other than the deduction of the
insurance charge and the rider charge for any disability
benefit rider.
(b) We determine the amount of benefit under the Death
Benefit Option in effect (as discussed in Part 5). The
minimum death benefit (discussed in Part 5) used here is
based on the account value computed in (a).
(c) We divide the amount of benefit determined in (b) by 1
plus the monthly equivalent (expressed as a decimal
fraction) of the Minimum Annual Interest Rate For The
Guaranteed Principal Account shown in the Policy
Specifications.
(d) We subtract the account value, as computed in (a), from
the amount determined in (c). The result is the insurance
risk.

If there is more than one table of maximum monthly insurance
charges, the pro rata insurance risk allocated to each table
will be based on the proportionate amount of Face Amount for
the table to the total Face Amount. If the insurance risk is
increased due to the minimum death benefit (discussed in Part
5), the table that applies to the most recent increase
requiring evidence of insurability will be used for such
increase.

Example: The Initial Face Amount of your policy is
$500,000. You later increase the Face Amount by
$250,000. The Death Benefit Option is 1, and the
benefit under Death Benefit Option 1 is $750,000.
The pro rata portion of insurance risk to be
allocated to the table for the Initial Face
Amount is $500,000 divided by $750,000, or two-
thirds. The pro rata portion to be allocated to
the table for the increase is $250,000 divided by
$750,000, or one-third.

The insurance risk is computed as $600,000. The
maximum monthly insurance charge per $1,000 of
insurance risk will be based on the charge for an
amount equal to two-thirds of $600,000, or
$400,000, from the Initial Face Amount and an
amount equal to one-third of $600,000, or
$200,000, from the increase.

Suppose instead that the benefit under Death
Benefit Option 1 is $810,000 due to the minimum
death benefit and that the insurance risk is
$660,000. Then the maximum monthly insurance
charge per $1,000 of insurance risk will be based
on the charge for an amount equal to $400,000
from the Initial Face Amount and an amount equal
to $260,000 from the increase ($200,000 plus the
$60,000 due to the minimum death benefit).

We may charge less than the maximum monthly insurance charges
shown in the table(s). In this case, the monthly insurance
charge rates will be based on our expectations for future
mortality, investment, persistency and expense results, and
future profits. The expense component of these rates is used
to offset sales and issue expenses, which decrease over time.
For each Insured, any change in these charges will apply to
all individuals in the same class.

Rider Charge The monthly rider charge is the sum of the monthly charges
for any riders in effect on the Monthly Charge Date. The
monthly charges for any rider are shown in the Policy
Specifications for the rider.

Page 10

Grace Period This policy may terminate without value if its "policy value"
And Termination on a Monthly Charge Date cannot cover the monthly charges due
and the safety test is not met on that Date. However, we
allow a grace period for payment of the amount of premium
(not less than $20) needed to avoid termination. "Policy
value" is defined later in this provision; the safety test is
discussed in the next provision.

The grace period begins on the date the monthly charges are
due. It ends 61 days after that date or, if later, 31 days
after we mail a written notice to the Owner and to any
assignee shown in our records at their last known addresses.
This notice will state the amount of premium needed to avoid
termination.

During the grace period, the policy will stay in force. If
the second death occurs during the grace period, any unpaid
premium amount needed to avoid termination will be deducted
from the death benefit (see the Amount Of Death Benefit
provision in Part 5). The policy will terminate without value
if we do not receive payment of the required amount by the
end of the grace period.

While there is a loan outstanding on this policy, our right
to terminate this policy under the terms of the Policy Debt
Limit provision (see Part 4) applies in addition to our right
under this provision.

As used in this provision, the "policy value" of this policy
on a Monthly Charge Date is equal to:

. On any Monthly Charge Date during the first 3 Policy
Years, the account value on that Date (just before the
deduction of monthly charges) less any outstanding policy
debt; and
. On any Monthly Charge Date after the first 3 Policy
Years, the net surrender value on that Date (just before
the deduction).

Policy debt and net surrender value are discussed in Part 4.

If the "policy value" on a Monthly Charge Date (as defined
above in this provision) cannot cover the monthly charges
due, but the safety test is met on that Date, then the
monthly charges for that Date will be reduced to an amount
equal to the account value on that Date (just before the
deduction) less any outstanding debt.

Safety Test The safety test can be met only during the guarantee period.
The guarantee period will never be less than the Guarantee
Period stated in the Policy Specifications. For any day
during that period, the safety test is met if the result of
premiums paid less any amounts withdrawn, accumulated with
interest to that day, equals or exceeds the result of the
payments of the Guarantee Premium (shown in the Policy
Specifications) accumulated with the interest to that day. In
this test, the effective annual interest rate used to
accumulate amounts during each Policy Year is the Minimum
Annual Interest Rate For The Guaranteed Principal Account, as
shown in the Policy Specifications. Also, we assume in this
test that guarantee premiums are paid on each Monthly Charge
Date through that day.

Example: On the 6th Monthly Charge Date, the monthly
charges are $100, but the account value before
the deduction for monthly charges is only $95.
There is no policy debt. The policy is still in
the guarantee period, and the guarantee premium
each month is $25. Premiums payments of $35 were
made on each Monthly Charge Date including the
current one. There were no withdrawals. In this
case, the safety test is met. So the

Page 11

monthly charges for the 6th Monthly Charge Date
are reduced to $95, and the resulting fund value
is reduced to zero.

Part 4. Life Benefits

This life insurance policy provides a death benefit if both Insureds die while
the policy is in force. Rights and benefits are also available while at least
one Insured is living. These "Life Benefits" are discussed in this Part.

Policy Ownership

Rights Of Owner While either Insured is living, the Owner may
exercise all rights given by this policy or allowed by us.
These rights include changing Beneficiaries, changing
ownership, assigning this policy, enjoying all policy
benefits, and exercising all policy options.

The consent of any Irrevocable Beneficiary is needed to
exercise any policy right except the rights to:

. Change the frequency of planned premiums;
. Change the premium payment plan; and
. Reinstate this policy after termination.

Changing The While either Insured is living, the Owner or any Beneficiary
Owner Or may be changed by written request. We do not limit the number
Beneficiary of changes that may be made. The change will take effect as
of the date the request is signed, even if the second death
occurs before we receive it. Each change will be subject to
any payment we made or other action we took before receiving
the written request.

Transfers Of Transfers of values are subject to the limitations stated in
Values the Policy Specifications. Subject to those limitations,
transfers of values may be made upon 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 sold units 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 sold units 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 (excluding any
outstanding policy loans) to purchase accumulation units
in one or more divisions of the Separate Account.

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

Assigning This This policy may be assigned. However, for any assignment to
Policy 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. Any assignment made after the second death
will be valid only with our consent.

Page 12

Once we receive a signed copy of 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 policy debt. Policy debt is discussed in the
Right To Make Loans provisions in this Part.

This Policy's Share In Dividends

Policy Is This policy is "participating," which means it may share in
Participating 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 this policy. This determination is based on this
policy's contribution to divisible surplus. Since we do not
expect this policy to contribute to divisible surplus, we do
not expect that any surplus will be available for allocation
to this policy.

If any dividends are allocated to this policy, they will be
payable on the Policy Anniversary Dates.

How Dividends Dividends may be used in a number of ways. These are called
May Be Used dividend options.

Although we do not expect that any dividends will be payable
on this policy, there are 4 basic dividend options.

Cash - Dividends will be paid in cash.

Fund Value Additions - Dividends will be added to the account
value of this policy.

Paid-Up Additions - Dividends will be used to buy additional
level paid-up insurance. The amount of paid-up insurance will
be determined by applying the dividend, on the date credited,
as a net single premium at the genders and Attained Ages of
the Insureds on that date. The value of the paid-up insurance
will be the net single premium, on the same basis, at the
Attained Ages of the Insureds. The amount of any paid-up
additions will be added to the death benefit; and the value
of any paid-up additions will be added to the net surrender
value. However, determination of account value, insurance
charges, and minimum death benefit ignore paid-up additions.

Reduced Monthly Charges - Dividends will be used to reduce
the monthly deductions we make from the account value to pay
the monthly charges.

A dividend option may be elected in the application. It may
be changed by the Owner up to 31 days after the dividend
becomes payable. If no dividend option is in effect when a
dividend becomes payable, we will apply any dividends payable
under the paid-up additions dividend option.

Dividend After If the second death occurs after the first Policy year, the
Death Of Insureds death benefit will include a pro rata share of any dividend
allocated to the policy for the Year that death occurs.

Right To Change The Face Amount

While this policy is in force, the Face Amount may be
changed. Any change in the Face Amount will be effective on a
Monthly Charge Date. We may limit the number and the size of
the changes in a Policy year.

Page 13

Increases In The While both Insureds are living, the Face Amount of this
Face Amount policy may be increased upon written application. Evidence of
insurability, satisfactory to us, is required for each
increase. The amount of each increase must be for at least
the Minimum Face Amount Increase shown in the Policy
Specifications.

If the net surrender value is insufficient to continue the
changed policy in force for 3 months at the new monthly
charges and interest, we may require a payment sufficient to
increase the net surrender value to such amount. Net
surrender value is discussed in the "Surrendering This Policy
And Making Withdrawals" section of this Part.

Any increase elected under any insurability protection type
of rider will be effective as directed in that rider. Any
other increase in the Face Amount will be effective on the
Monthly Charge Date that is on, or next follows, the date we
approve the application.

Insurance charges for each increase elected are determined
and deducted from the account value of this policy as
described in the Monthly Charges provision in Part 3. These
charges will be deducted from the account value beginning on
the effective date of the increase. Additional surrender
charges (discussed later in the Net Surrender Value provision
in this Part) will apply for each increase elected.

No increase in the Face Amount will be permitted after the
Policy Anniversary Date nearest the younger Insured's 85th
birthday or, if earlier, the Policy Anniversary Date nearest
the older Insured's 90th birthday.

Decreases In The After the first Policy Year, the Face Amount may be decreased
Face Amount by the Owner's written request while either Insured is
living. However, the decrease must not reduce the Face Amount
to an amount less than the Minimum Face Amount shown in the
Policy Specifications. No decrease is permitted within one
year following the effective date of any increase.

Any decrease is effective on the Monthly Charge Date that is
on, or next follows, the date we receive the written request.
If a decrease follows one or more increases, the decrease is
taken from the most recent increase(s).

Any surrender charge due upon a decrease in the Face Amount
is deducted from the account value on the effective date of
the decrease. The charge is deducted from each division of
the Separate Account and from the Guaranteed Principal
Account in proportion to the values of this policy in each of
those divisions and in the Guaranteed Principal Account
(excluding any outstanding policy loans) on that date.
Surrender charges are discussed in the Net Surrender Value
provision in this Part.

Evidence Of If the Face Amount is changed, we will send the Owner any
Changes revised or additional Policy Specifications for attachment to
this policy. If the Face Amount is increased, we will also
send a copy of the application for the increase. However, we
have the right to require that the policy be sent to us to
make the change.

Borrowing Against This Policy

Right To Make Once the account value exceeds any surrender charges that
Loans apply, the Owner may borrow against this policy after the
first Policy Year, while either Insured is living. However,
the policy 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 "policy debt."

Page 14

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 this policy in each of those divisions and in the
Guaranteed Principal Account (excluding any outstanding
policy loans) 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 policy loans will be held
in the Guaranteed Principal Account and will earn interest as
described in the Interest On Fixed Account Value provision in
Part 3.

Maximum Loan The maximum amount that can be borrowed on any date is
Available determined as follows.

(1) We subtract from the account value any surrender
charges that would apply if the policy were
surrendered on that date.

(2) We calculate 90% of the amount determined in (1) above.

(3) We subtract any policy debt from the amount determined
in (2) above. The result is the maximum amount that can
be borrowed.

Interest On Loans Interest on loans is not due in advance. This interest
accrues (builds up) each day and becomes part of the policy
debt as it accrues.

Interest is due on each Policy 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
next Policy Anniversary Date is $50. If it is not
paid on that date, we will add it to the existing
loan. From then on, the loan will be $1,050 and
interest will be charged on this new amount.

The type of interest rate on any policy loan is elected at
the time of application for this policy and cannot be
changed; the type elected for this policy is shown in the
Policy Specifications. The two types of interest rates
available are:

(1) A fixed loan rate of 5% per year; and

(2) A variable loan rate. Such loan rate is an annual rate
set by us. This rate may change from year to year. Each
year we will set the rate that will apply for the next
Policy Year. The rate will apply to all policy debt
under this policy.

Each year there is a maximum limit on the variable
loan 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 the
insurance supervisory official of the state where
this policy was delivered.

Page 15

The maximum limit is the published Monthly Average
for the calendar month ending 2 months before the
month in which the Policy Year begins or, if higher,
the Minimum Annual Interest Rate For The Guaranteed
Principal Account plus 1%.

Example: A Policy Year begins on June 10, 19X6. The
calendar month ending 2 months before June
is March. The loan interest rate for the
Policy Year beginning June 10, 19X6, will
not be greater than the Published Monthly
Average for March, 19X6. However, if the
Minimum Annual Interest Rate For The
Guaranteed Principal Account (plus 1%) is
higher than the Average, then the Minimum
Annual Interest Rate For The Guaranteed
Principal Account (plus 1%) will be the
maximum loan interest rate for that Policy
Year.

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

If the maximum limit for a Policy Year is at least
1/2% lower than the loan interest rate in effect
for the previous year, we must decrease the rate to
a rate not exceeding that limit.

Policy Debt Limit Policy debt (which includes accrued interest) may not equal
or exceed the account value less any surrender charges that
apply. If this limit is reached, we can terminate this
policy. To terminate for this reason, we must mail written
notice to the Owner and any assignee shown in our records at
their last known addresses. This notice will state the amount
needed to bring the policy debt back within the limit. If we
do not receive payment within 31 days after the date we mail
the notice, the account value will be reduced by any
surrender charges that apply and this policy will terminate
without value at the end of those 31 days.

Our right to terminate this policy under the terms of this
provision applies in addition to our right under the Grace
Period And Termination provision in Part 3.

Repayment Of All or part of any policy debt may be repaid at any time
Policy Debt while either Insured is living. However, policy debt can
be repaid only while this policy is in force. Loan
repayments will be credited on the date we receive them
at our Home Office.

Any repayment of policy debt will be allocated first to the
Guaranteed Principal Account up to the amount of the policy
loan that was attributed to the Guaranteed Principal Account.
(For this purpose, no amount of policy loan resulting from
unpaid loan interest will be considered to be attributed to
the Guaranteed Principal Account.) Any repayment in excess of
that amount will be allocated among the Guaranteed Principal
Account and the divisions of the Separate Account according
to the net premium allocation then in effect.

Loan repayments must be clearly identified as such;
otherwise, they will be considered premium payments.

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

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

Page 16

. The New York Stock Exchange (or its successor) is closed,
except for normal weekend or holiday closing, 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
policy owners.

Surrendering This Policy And Making Withdrawals

Right To Surrender This policy may be surrendered for its net surrender value
(see next provision) at any time while the policy is in
force and either Insured is living. The surrender will be
effective on the date we receive this policy at our Home
Office, along with a written request to surrender. This
policy will terminate as of the date of surrender.

Net Surrender The net surrender value of this policy is equal to the
Value account value less any surrender charges that apply and
less any policy debt. The surrender charge for this policy
is the sum of the surrender charges for the Initial Face
Amount and all Face Amount increases. These charges are
shown in the Table(s) Of Surrender Charges of the Policy
Specifications. In no event will the net surrender value
be less than zero.

Making After the first Policy Year, withdrawals may be made by
Withdrawals written request at any time while the policy is in force
and either Insured is living. The request for a
withdrawal 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. A withdrawal will be effective on the
Monthly Charge Date that is on, or next follows, the
date we receive the written request.

On the date of a withdrawal, the account value of this
policy is reduced by the amount of the withdrawal. The
withdrawal amount includes the withdrawal fee. The
Maximum Withdrawal Fee that can be taken with each
withdrawal is shown in the Policy Specifications.

The withdrawal from the Guaranteed Principal Account will
be made by reducing the value in that Account to provide
the amount of the withdrawal. A withdrawal from a division
of the Separate Account will be made by selling a
sufficient number of accumulation units to provide the
amount of the withdrawal.

The Face Amount will be decreased by the amount of the
withdrawal if:

. Death Benefit Option 1 or Death Benefit Option 3 is
in effect, as described in the Death Benefit Options
provision in Part 5; and
. We have not received evidence of insurability
satisfactory to us.

In this case, if a decrease follows one or more Face
Amount increases, the decrease is taken from the most
recent increase(s).

Withdrawals will be subject to the following limits:

. The minimum amount of a withdrawal (including the
withdrawal fee) is $100;
. The maximum amount of a withdrawal on any date is 75%
of the net surrender value of this policy on that date;
and
. The Face Amount after a withdrawal must not be less
than the Minimum Face Amount shown in the Policy
Specifications.

Page 17

Example: Death Benefit Option 1 is in effect and you make a
withdrawal without furnishing us satisfactory
evidence of insurability. Prior to your withdrawal,
your policy has a Face Amount of $600,000 and an
account value of $120,000. If you make a withdrawal
of $30,000, the account value will be reduced to
$90,000, the Face Amount will be reduced to
$570,000, and $29,975 will be paid to you.

If the Face Amount is reduced due to a withdrawal, we will
send the Owner any revised or additional Policy
Specifications for attachment to this policy. However, we
have the right to require that the policy be sent to us to
make the changes.

How We Pay Any withdrawal made will be paid in one sum. If the policy is
surrendered, the net surrender value may be paid in one sum
or it may be applied under any payment option elected. See
Part 6.

We may delay paying any surrender or withdrawal from the
Guaranteed Principal Account for up to 6 months from the date
we receive the written request.

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

If we delay paying any surrender or withdrawal, interest will
be added. The amount of interest will be the same as would be
paid for the same period of time under Option 3 of the
payment options or, if greater, the amount using the minimum
interest rate for this purpose required by the laws of the
state where this policy was delivered. See Part 6 for a
description of Option 3.

Reinstating This Policy

When After this policy has terminated, it may be reinstated
Reinstatement -- that is, put back in force. However, the policy
Can Be Made cannot be reinstated if:

. It has been surrendered for its net surrender value; or
. Five years have passed since the date of termination; or
. An Insured has died since the date of termination.

Requirements To A written application and evidence of insurability
Reinstate satisfactory to us is required to reinstate. Also, a premium
is required as a cost to reinstate. This cost is the amount
of premium needed to keep the policy in force for 3 months
after reinstatement. This amount will be quoted on request.

Policy After The policy will be reinstated on the Monthly Charge Date
Reinstatement on or next following the date we approve the
application. The Face Amount on the date of reinstatement
will be the Face Amount on the termination date. The account
value on the date of reinstatement will be the reinstatement
premium paid, less any premium expense charge and less any
monthly charges due on that date.

Page 18

Upon reinstatement of this policy, the Table(s) Of
Surrender Charges (shown in the Policy Specifications)
will apply as though the policy had not terminated.
However, if the surrender charge was taken when this
policy terminated, then the applicable surrender charges
will not be reinstated.

Our rights to contest the validity of, and terminate,
this policy begin again on the date of reinstatement.
See the Representations And Contestability and Death By
Suicide provisions in Part 1.

Reports To Owner

Annual Report Each year after the Policy Anniversary Date, we will
mail an annual 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 Policy
Year and all premiums paid since that time. It also will
show the additions to, and deductions from, the account
value during that Year, and the account value, death
benefit, net surrender value, and policy debt as of the
current Policy Anniversary Date.

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

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 both Insureds died while the policy was in force. We
discuss the death benefit in this Part.

When the first death occurs, we will not pay a death benefit. However, due proof
of each Insured's death must be furnished to us at our Home Office when it
occurs.

Amount Of Death If both Insureds die while this policy is in force, the
Benefit death benefit will be the amount of benefit provided by
the Death Benefit Option in effect on the date of the
second death, reduced by any policy debt outstanding on
that date of death and any unpaid premium amount needed
to avoid termination under the Grace Period And
Termination provision in Part 3.

Death Benefit Three Death Benefit Options, described here, are
Options available under this policy. The Death Benefit Option
and the Face Amount in effect for this policy are shown
in the Policy Specifications. The minimum death benefit
is discussed in the next provision.

Death Benefit Option 1 - Under this Option, the amount
of benefit is the greater of:

. The Face Amount in effect on the date of the second
death; and
. The minimum death benefit in effect on
the date of the second death.

Death Benefit Option 2 - Under this Option, the amount
of benefit is the greater of:

. The Face Amount in effect on the date of the second
death plus the account value on that date; and
. The minimum death benefit in effect on the date of
the second death.

Death Benefit Option 3 - Under this Option, the amount
of benefit is the greater of:

Page 19

. The Face Amount in effect on the date of the second
death plus the sum of all premiums paid (and not
refunded under the Right To Refund Premiums provision
in Part 2) to that date; and
. The minimum death benefit in effect on the date of
the second death.

Minimum Death The minimum death benefit on any date is equal to the
Benefit account value on that date multiplied by the Death
Benefit Factor for the younger Insured's Attained Age on
that date. The Death Benefit Factor for each Attained
Age is shown in the Policy Specifications.

Changes In The After the first Policy Year, the Death Benefit Option
Death Benefit may be changed upon written request while both Insureds
Option are living. However, the Attained Age of each Insured at
the time of the change must be less than 85.

A change in the Death Benefit Option will be effective
on the Monthly Charge Date that is on, or next follows,
the date we approve the change, unless a later date is
requested.

When the Death Benefit Option is changed, the Face
Amount of this policy also changes on the effective date
of the change as follows (all amounts are as of the date
of change):

. Option 1 to Option 2: Decreased by an amount equal to
the account value;
. Option 1 to Option 3: Decreased by an amount equal to
the sum of all premiums paid (and not refunded);
. Option 2 to Option 1: Increased by an amount equal to
the account value;
. Option 2 to Option 3: Increased by an amount equal to
the sum of all premiums paid (and not refunded), and
then decreased by an amount equal to the account
value;
. Option 3 to Option 1: Increased by an amount equal to
the sum of all premiums paid (and not refunded);
. Option 3 to Option 2: Decreased by an amount equal to
the sum of all premiums paid (and not refunded), and
then increased by an amount equal to the account
value.

A change in the Death Benefit Option may follow one or
more increases in the Face Amount of this policy. In
this case, the change will:

. If the Face Amount increases, increase the most
recent increase, and
. If the Face Amount decreases, decrease the most
recent increase(s).

No change in Death Benefit Option will be allowed if the
Face Amount after the change would be less than the
minimum face amount shown in the Policy Specifications.

We may require a written application and evidence of
insurability satisfactory to us for any Death Benefit
Option change. We also may limit the number of Death
Benefit Option changes in any Policy Year.

If the Death Benefit Option or the Face Amount is
changed, we will send the Owner any revised or
additional Policy Specifications for attachment to this
policy.

When We Pay The death benefit will be paid within 30 days after the
date we receive due proof that both Insureds died, and
any other requirements necessary for us to make payment,
at our Home Office.

Page 20

Interest On If the death benefit is paid in one sum, we will add
Death Benefit interest from the date of death to the date of payment.
The amount of interest will be computed using an
effective annual rate not less than 3% or, if greater,
the annual rate required by law.

If the death benefit is applied under a payment option
(described in Part 6), 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
computed using an effective annual rate not less than 3%
or, if greater, the annual rate required by law.

Part 6. Payment Options

These are optional methods of settlement. These methods provide alternate ways
in which payment can be made by us.

Availability Of All or part of the death benefit or net surrender value
Options may be applied under any payment option. If this policy
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 $5,000, we may pay the amount in one
sum instead. If the payments under any option come to
less than $50 each, we have the right to make payments
at less-frequent intervals.

Description Of Our regular payment options are Options 1 through 6.
Options They are described in terms of monthly payments. Annual,
semiannual, or quarterly payments may be requested
instead. The Payment Option Rates tables are shown after
Part 7.

Option 1 Installments For A Specified Period. 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
income rates we are using when the first payment is due.
See the Option 1. Installments For A Specified Period
table for the minimum monthly income rates.

Option 2 Life Income. Equal monthly payments will be based on the
life of a named person. Payments will continue for the
lifetime of that person. Income with or without a
minimum payment period may be elected. This benefit may
be increased by the Alternate Life Income provision (in
this Part). Proof of the named person's age,
satisfactory to us, will be required. See the Option 2.
Life Income tables for the minimum monthly income rates.

Option 3 Interest. We will hold any amount applied under this
option. Interest on the amount will be paid at an
effective annual rate determined by us. This rate will
not be less than 3%.

Option 4 Installments Of Specified Amount. Each payment will be
made for an agreed fixed amount. The total amount paid
during the first year must be at least 6% of the total
amount applied. Interest will be credited each month on
the unpaid balance and added to it. This interest will
be at an effective annual rate determined by us, but not
less than 3%. Payments continue until the balance we
hold is reduced to an amount less than the agreed fixed
amount. The last payment will be for the balance only.

Option 5 Life Income With Payments Guaranteed For Amount Applied.
Equal monthly payments will be based on the life of a
named person. Payments will be made until the total
amount paid equals the amount applied, and as long
thereafter as the named

Page 21

person lives. This benefit may be increased by the
Alternate Life Income provision (in this Part). Proof of
the named person's age, satisfactory to us, will be
required. See the Option 5. Life Income With Payments
Guaranteed For Amount Applied tables for the minimum
monthly income rates.

Option 6 Joint Life Income With Reduced Payments To Survivor.
Monthly payments will be based on the lives of 2 named
persons. Payments at the initial level will continue
while both are living or for 10 years if longer. When
one dies (but not before the 10 years has elapsed),
payments are reduced by one-third and will continue at
that level for the lifetime of the other. After the 10
years has elapsed, payments stop when both named persons
have died. This benefit may be increased by the
Alternate Life Income provision (in this Part). Proof of
the named persons' ages, satisfactory to us, will be
required. See the Option 6. Joint Life Income With
Reduced Payments To Survivor tables for the minimum
monthly income rates.

Alternate Life If Option 2, 5, or 6 is elected, the named person(s) can
Income elect to receive an alternate life income instead of
receiving income based on the rates shown in the Payment
Option Rates tables. The election must be made at the
time the income is to begin. The monthly alternate life
income will be at least equal to the monthly income
provided by a new single premium immediate annuity
(first payment immediate), based on our published rates
then in use when the payment option is elected. The
alternate life income will not be available if we are
not offering new single premium immediate annuities at
the time of election.

Electing A To elect any payment option, we require a written
Payment Option request. The Owner may elect an option during either
Insured's lifetime. If the death benefit is payable in
one sum when the second death occurs, the Beneficiary
may elect an option with our consent.

Effective Date The effective date of a payment option is the date the
And Payment - amount is applied under that option. For a death
Dates benefit, this is the date that due proof of the deaths
of both Insureds has been received at our Home Office.
For the net surrender value, it is the effective date of
surrender.

The first payment is due on the effective date, except
the first payment under Option 3 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 If provided in the payment option election, all or part
Changes of the unpaid balance under Option 3 or 4 may be
withdrawn or applied under any other option.

If the net surrender value is applied under Option 3 or
4, we may delay payment of any withdrawal for up to 6
months. In this case, interest at the rate in effect for
Option 3 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 either
Insured dies. This consent must be received at our Home
Office.

Page 22

Other Payment Options for any amount payable to an association,
Option Rules corporation, partnership, or fiduciary are available
only with our consent. However, a corporation or
partnership may apply any amount payable to it under
Option 2, 5, or 6 if the option payments are based on
the life or lives of an Insured, an Insured's spouse,
any child of an Insured, or any other person agreed to
by us.

If a minimum payment period is elected under Options 1,
2, 5, and 6, the effective annual interest rate will not
be less than 3%. This does not apply when an alternate
life income is elected.

If a minimum payment period is elected, after the first
payment is made we may increase the payments to reflect
any additional interest earnings determined by us. This
does not apply when an alternate life income is elected.

If the income that would be payable under a given
payment option is the same for 2 or more periods of time
at a given age, we automatically will pay income for the
longest period.

Example: You choose Option 2. You are 50 years old.
The Payment Option Rate (for Option 2) is
$3.64 for 5 years. The Payment Option Rate
for 10 years is also $3.64. We will pay
income for at least 10 years, which is the
longest period.

Part 7. Notes On Our Computations

This Part covers some technical points about this policy.

Net Investment For each division of the Separate Account, the Net
Factor Investment Factor for any Valuation Period is the gross
investment rate for that period plus 1.00000000 and
minus a Separate Account charge for mortality and
expense risk. This Separate Account charge will not
exceed .00002455 for each day of a Valuation Period. The
Net Investment Factor may be greater or less than
1.00000000.

For each division of the Separate Account, the gross
investment rate for any Valuation Period is equal to:

. The net earnings of that division during the
Valuation Period, divided by
. The value of the total assets of that division at the
beginning of the Valuation Period.

The net earnings of each division are equal to the
accrued investment income and capital gains and losses
(realized and unrealized) of that division reduced by
any investment management fees and any other expenses,
and by any amount charged against that division for
taxes paid or reserved by us.

The gross investment rate will be determined by us in
accordance with generally accepted accounting principles
and applicable laws, rules and regulations. This
determination shall be conclusive upon the Owner, the
Insured, any Beneficiary, any assignee, and any other
person under this policy.

Page 23

Accumulation Unit The value of an accumulation unit in each division was
Value set at $1.000000 on the first Valuation Date selected by
us. The value on any date thereafter is equal to the
product of the Net Investment Factor for that division
for the Valuation Period that includes that date and the
accumulation unit value on the preceding Valuation Date.

Adjustment Of Units We have the right to split or consolidate the number of
And Values accumulation units credited to the policy, 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 this
policy, or on the Owner, an Insured, any Beneficiary,
any assignee or other person, or on us.

Basis Of The basis of computation consists of the mortality rates
Computation and interest rates we use to determine:

. The minimum net surrender values;
. The maximum monthly insurance charges;
. The minimum rate used to credit interest on the fixed
account value of the policy; and
. The minimum payments under payment Options 2, 5, and
6.

The mortality rates for the minimum net surrender values
and for the maximum monthly insurance charges are shown
in each Table Of Maximum Monthly Insurance Charges. The
Minimum Annual Interest Rate For The Guaranteed
Principal Account used to credit interest on the fixed
account value of the policy is shown in the Policy
Specifications. The mortality tables specified apply to
amounts in a standard risk classification. Appropriate
modifications are made to these tables for any amount
that is not in a standard risk classification.

In computing the minimum payments under payment Options
2, 5, and 6, we use mortality rates from the 1983 Table
"a" with Projection G for 32 years. The interest rate
used is an annual rate of 3%.

Method Of When required by the state where this policy was
Computing Values delivered, we filed a detailed statement of the method
we use to compute the policy benefits and values. These
benefits and values are not less than those required by
the laws of that state.
Page 24

----------------------------------------------------
OPTION 1. INSTALLMENTS FOR
A SPECIFIED PERIOD -
PAYMENT OPTION RATES
----------------------------------------------------
MONTHLY INCOME PER
$1,000 OF AMOUNT APPLIED
----------------------------------------------------

Years Monthly Income

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
----------------------------------------------------
The first income payment is payable
on the effective date of this Option.
----------------------------------------------------

Page 25

- --------------------------------------------------------------------------------
OPTION 2. LIFE INCOME - PAYMENT OPTION RATES
OPTION 5. LIFE INCOME WITH PAYMENTS GUARANTEED FOR AMOUNT
APPLIED - PAYMENT OPTION RATES
- --------------------------------------------------------------------------------
MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED
MALE

- --------------------------------------------------------------------------------
5 YEARS 10 YEARS 20 YEARS AMOUNT
AGE* LIFE ONLY MINIMUM MINIMUM MINIMUM APPLIED
- --------------------------------------------------------------------------------

50 $3.94 $3.93 $3.91 $3.84 $3.82
51 4.00 3.99 3.97 3.89 3.87
52 4.07 4.06 4.04 3.94 3.93
53 4.14 4.13 4.10 4.00 3.98
54 4.21 4.20 4.17 4.06 4.05

55 4.29 4.28 4.25 4.11 4.11
56 4.37 4.36 4.32 4.17 4.17
57 4.45 4.44 4.40 4.23 4.24
58 4.54 4.53 4.49 4.30 4.32
59 4.64 4.63 4.58 4.36 4.39

60 4.75 4.73 4.67 4.42 4.47
61 4.86 4.84 4.77 4.49 4.55
62 4.97 4.95 4.88 4.56 4.64
63 5.10 5.07 4.99 4.62 4.73
64 5.23 5.20 5.11 4.69 4.83

65 5.38 5.34 5.23 4.75 4.93
66 5.53 5.49 5.36 4.82 5.04
67 5.69 5.64 5.49 4.88 5.15
68 5.87 5.81 5.63 4.94 5.27
69 6.05 5.98 5.77 5.00 5.39

70 6.25 6.17 5.92 5.06 5.52
71 6.46 6.36 6.07 5.11 5.66
72 6.68 6.56 6.23 5.16 5.80
73 6.91 6.78 6.39 5.21 5.95
74 7.16 7.00 6.56 5.25 6.10

75 7.43 7.24 6.73 5.29 6.27
76 7.71 7.50 6.90 5.33 6.44
77 8.02 7.76 7.07 5.36 6.63
78 8.35 8.04 7.25 5.39 6.82
79 8.70 8.33 7.42 5.41 7.02

80 9.07 8.64 7.60 5.43 7.23
81 9.47 8.96 7.77 5.45 7.46
82 9.89 9.29 7.94 5.46 7.69
83 10.35 9.64 8.10 5.48 7.93
84 10.83 10.00 8.26 5.48 8.19

85 11.35 10.37 8.41 5.49 8.46
- --------------------------------------------------------------------------------
Rates for other ages are available upon request.
*Age on birthday nearest the due date of the first payment.
The first income payment is payable on the effective date of this Option.
- --------------------------------------------------------------------------------

Page 26

50 $3.64 $3.64 $3.63 $3.60 $3.58
51 3.69 3.69 3.68 3.63 3.63
52 3.74 3.74 3.73 3.69 3.67
53 3.80 3.80 3.79 3.74 3.72
54 3.86 3.85 3.84 3.79 3.77

55 3.92 3.91 3.90 3.84 3.83
56 3.98 3.98 3.96 3.90 3.88
57 4.05 4.04 4.03 3.95 3.94
58 4.12 4.12 4.10 4.01 4.00
59 4.20 4.19 4.17 4.07 4.07

60 4.28 4.27 4.25 4.14 4.13
61 4.36 4.36 4.33 4.20 4.20
62 4.45 4.45 4.42 4.27 4.28
63 4.55 4.54 4.51 4.34 4.36
64 4.65 4.64 4.60 4.41 4.44

65 4.76 4.75 4.70 4.48 4.53
66 4.88 4.86 4.81 4.55 4.62
67 5.00 4.99 4.92 4.62 4.71
68 5.14 5.12 5.04 4.69 4.82
69 5.28 5.26 5.17 4.76 4.92

70 5.44 5.41 5.30 4.83 5.04
71 5.60 5.57 5.45 4.90 5.16
72 5.78 5.74 5.59 4.97 5.28
73 5.97 5.92 5.75 5.03 5.42
74 6.18 6.12 5.91 5.09 5.56

75 6.40 6.33 6.08 5.15 5.71
76 6.64 6.55 6.26 5.20 5.87
77 6.90 6.79 6.44 5.25 6.04
78 7.18 7.04 6.63 5.29 6.21
79 7.48 7.31 6.82 5.33 6.40

80 7.80 7.60 7.01 5.36 6.59
81 8.14 7.90 7.21 5.39 6.80
82 8.52 8.22 7.40 5.41 7.01
83 8.92 8.56 7.60 5.43 7.24
84 9.36 8.92 7.78 5.45 7.48

85 9.83 9.29 7.96 5.47 7.73
- --------------------------------------------------------------------------------
Rates for other ages are available upon request.
*Age on birthday nearest the due date of the first payment.
The first income payment is payable on the effective
date of this Option.
- --------------------------------------------------------------------------------

Page 27

--------------------------------------------------------------------------------------------------------------
OPTION 6. JOINT LIFE INCOME WITH REDUCED PAYMENTS
TO SURVIVOR - PAYMENT OPTION RATES
--------------------------------------------------------------------------------------------------------------
MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED
MALE & FEMALE
--------------------------------------------------------------------------------------------------------------
MALE FEMALE IS YOUNGER THAN MALE BY:
------------------------------------------------------------------------------------------------------
AGE* 10 Yrs. 9 Yrs. 8 Yrs. 7 Yrs. 6 Yrs. 5 Yrs. 4 Yrs. 3 Yrs. 2 Yrs. 1 Yr.
--------------------------------------------------------------------------------------------------------------

55 $3.63 $3.65 $3.68 $3.70 $3.73 $3.76 $3.79 $3.82 $3.85 $3.88
56 3.67 3.70 3.73 3.75 3.78 3.81 3.84 3.87 3.90 3.94
57 3.72 3.75 3.78 3.81 3.84 3.87 3.90 3.93 3.97 4.00
58 3.77 3.80 3.83 3.86 3.89 3.93 3.96 4.00 4.03 4.07
59 3.83 3.86 3.89 3.92 3.96 3.99 4.03 4.06 4.10 4.14

60 3.88 3.92 3.95 3.98 4.02 4.06 4.09 4.13 4.17 4.21
61 3.94 3.98 4.01 4.05 4.09 4.13 4.16 4.21 4.25 4.29
62 4.01 4.04 4.08 4.12 4.16 4.20 4.24 4.28 4.33 4.37
63 4.07 4.11 4.15 4.19 4.23 4.28 4.32 4.37 4.41 4.46
64 4.14 4.18 4.22 4.27 4.31 4.36 4.40 4.45 4.50 4.55

65 4.21 4.26 4.30 4.35 4.39 4.44 4.49 4.54 4.60 4.65
66 4.29 4.33 4.38 4.43 4.48 4.53 4.58 4.64 4.69 4.75
67 4.37 4.42 4.47 4.52 4.57 4.63 4.68 4.74 4.80 4.86
68 4.45 4.50 4.56 4.61 4.67 4.73 4.79 4.85 4.91 4.97
69 4.54 4.59 4.65 4.71 4.77 4.83 4.89 4.96 5.03 5.09

70 4.63 4.69 4.75 4.81 4.87 4.94 5.01 5.08 5.15 5.22
71 4.73 4.79 4.85 4.92 4.99 5.06 5.13 5.20 5.28 5.35
72 4.83 4.89 4.96 5.03 5.10 5.18 5.25 5.33 5.41 5.49
73 4.93 5.00 5.07 5.15 5.23 5.30 5.38 5.47 5.55 5.64
74 5.04 5.12 5.19 5.27 5.35 5.44 5.52 5.61 5.70 5.79

75 5.16 5.24 5.32 5.40 5.49 5.58 5.67 5.76 5.85 5.95
76 5.28 5.36 5.45 5.54 5.63 5.72 5.82 5.92 6.02 6.12
77 5.41 5.50 5.59 5.68 5.78 5.88 5.98 6.08 6.18 6.29
78 5.54 5.63 5.73 5.83 5.93 6.04 6.14 6.25 6.36 6.46
79 5.68 5.78 5.88 5.98 6.09 6.20 6.31 6.42 6.53 6.65

80 5.82 5.93 6.04 6.15 6.26 6.37 6.49 6.60 6.72 6.83
81 5.97 6.08 6.20 6.31 6.43 6.55 6.67 6.79 6.90 7.02
82 6.13 6.25 6.36 6.48 6.61 6.73 6.85 6.97 7.09 7.21
83 6.29 6.41 6.53 6.66 6.79 6.91 7.04 7.16 7.28 7.40
84 6.46 6.58 6.71 6.84 6.97 7.10 7.23 7.35 7.47 7.59

85 6.63 6.76 6.89 7.02 7.15 7.29 7.41 7.54 7.66 7.78
--------------------------------------------------------------------------------------------------------------
Rates for other ages are available upon request.
* Age on birthday nearest the due date of the first payment.
The first income payment is payable on the effective date of this Option.
--------------------------------------------------------------------------------------------------------------

Page 28

-------------------------------------------------------------------------------------------------------------------------
OPTION 6. JOINT LIFE INCOME WITH REDUCED PAYMENTS
TO SURVIVOR - PAYMENT OPTION RATES
-------------------------------------------------------------------------------------------------------------------------
MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED
MALE & FEMALE
- --------------------------------------------------------------------------------------------------------------------------
FEMALE IS OLDER THAN MALE BY:
MALE -------------------------------------------------------------------------------------------------------
AGE* SAME AGE 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS
- --------------------------------------------------------------------------------------------------------------------------

55 $3.91 $3.94 $3.97 $4.01 $4.04 $4.08
56 3.97 4.00 4.04 4.07 4.11 4.15
57 4.04 4.07 4.11 4.15 4.18 4.22
58 4.10 4.14 4.18 4.22 4.26 4.30
59 4.18 4.22 4.26 4.30 4.34 4.39
60 4.25 4.30 4.34 4.38 4.43 4.47
61 4.33 4.38 4.42 4.47 4.52 4.57
62 4.42 4.47 4.52 4.57 4.62 4.67
63 4.51 4.56 4.61 4.66 4.72 4.77
64 4.60 4.66 4.71 4.77 4.83 4.88
65 4.71 4.76 4.82 4.88 4.94 5.00
66 4.81 4.87 4.93 4.99 5.06 5.12
67 4.92 4.99 5.05 5.12 5.18 5.25
68 5.04 5.11 5.18 5.25 5.32 5.39
69 5.16 5.24 5.31 5.38 5.46 5.53
70 5.29 5.37 5.45 5.52 5.60 5.68
71 5.43 5.51 5.59 5.67 5.76 5.84
72 5.58 5.66 5.74 5.83 5.91 6.00
73 5.73 5.81 5.90 5.99 6.08 6.17
74 5.88 5.97 6.07 6.16 6.25 6.34
75 6.05 6.14 6.24 6.33 6.43 6.52
76 6.21 6.31 6.41 6.51 6.61 6.70
77 6.39 6.49 6.59 6.69 6.79 6.89
78 6.57 6.68 6.78 6.88 6.98 7.07
79 6.76 6.86 6.97 7.07 7.17 7.26
80 6.94 7.05 7.16 7.26 7.36 7.45
81 7.13 7.25 7.35 7.45 7.55 7.63
82 7.33 7.44 7.54 7.64 7.73 7.82
83 7.52 7.62 7.73 7.82 7.91 7.99
84 7.70 7.81 7.91 8.00 8.08 8.16
85 7.88 7.99 8.08 8.17 8.25 8.32
- --------------------------------------------------------------------------------------------------------------------------

Rates for other ages are available upon request.
*Age on birthday nearest the due date of the first payment.
The first income payment is payable on the effective date of this Option.
- --------------------------------------------------------------------------------

Page 29

- ---------------------------------------------------------------------------------------------------------------------
OPTION 6. JOINT LIFE INCOME WITH REDUCED PAYMENTS
TO SURVIVOR - PAYMENT OPTION RATES
- ---------------------------------------------------------------------------------------------------------------------
MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED
MALE1 & MALE2
- ---------------------------------------------------------------------------------------------------------------------
MALE2 IS YOUNGER THAN MALE1 BY:
MALE1 --------------------------------------------------------------------------------------------------------
AGE* 10 Yrs. 9 Yrs. 8 Yrs. 7 Yrs. 6 Yrs. 5 Yrs. 4 Yrs. 3 Yrs. 2 Yrs. 1 Yr.
- ------------ --------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------- ---------

60 $4.06 $4.09 $4.13 $4.17 $4.20 $4.24 $4.28 $4.33 $4.37 $4.41
61 4.12 4.16 4.20 4.24 4.28 4.32 4.36 4.41 4.45 4.50
62 4.20 4.24 4.28 4.32 4.36 4.41 4.45 4.50 4.54 4.59
63 4.27 4.31 4.36 4.40 4.45 4.49 4.54 4.59 4.64 4.69
64 4.35 4.39 4.44 4.49 4.53 4.58 4.63 4.69 4.74 4.79

65 4.43 4.48 4.53 4.58 4.63 4.68 4.73 4.79 4.84 4.90
66 4.52 4.57 4.62 4.67 4.73 4.78 4.84 4.90 4.95 5.01
67 4.61 4.66 4.72 4.77 4.83 4.89 4.95 5.01 5.07 5.13
68 4.71 4.76 4.82 4.88 4.94 5.00 5.06 5.13 5.19 5.26
69 4.81 4.87 4.93 4.99 5.05 5.12 5.19 5.25 5.32 5.39

70 4.91 4.98 5.04 5.11 5.17 5.24 5.31 5.38 5.46 5.53
71 5.02 5.09 5.16 5.23 5.30 5.37 5.45 5.52 5.59 5.67
72 5.14 5.21 5.28 5.36 5.43 5.51 5.58 5.66 5.74 5.82
73 5.26 5.33 5.41 5.49 5.57 5.65 5.73 5.81 5.89 5.97
74 5.39 5.47 5.55 5.63 5.71 5.79 5.88 5.96 6.04 6.13

75 5.52 5.60 5.69 5.77 5.86 5.95 6.03 6.12 6.21 6.29
=====================================================================================================================

MALE2 IS OLDER THAN MALE1 BY:
MALE1 --------------------------------------------------------------------------------------------------------
AGE* SAME AGE 1 Yr. 2 Yrs. 3 Yrs. 4 Yrs. 5 Yrs.
- ------------ ---------------- ----------------- ---------------- ----------------- ----------------- ----------------

60 $4.45 $4.50 $4.54 $4.59 $4.63 $4.68
61 4.54 4.59 4.64 4.69 4.73 4.78
62 4.64 4.69 4.74 4.79 4.84 4.89
63 4.74 4.79 4.84 4.90 4.95 5.00
64 4.85 4.90 4.95 5.01 5.06 5.12

65 4.96 5.01 5.07 5.13 5.19 5.24
66 5.07 5.13 5.19 5.25 5.31 5.37
67 5.20 5.26 5.32 5.38 5.45 5.51
68 5.32 5.39 5.46 5.52 5.58 5.65
69 5.46 5.53 5.59 5.66 5.73 5.79

70 5.60 5.67 5.74 5.81 5.88 5.95
71 5.74 5.82 5.89 5.96 6.03 6.10
72 5.89 5.97 6.04 6.12 6.19 6.26
73 6.05 6.13 6.21 6.28 6.36 6.43
74 6.21 6.29 6.37 6.45 6.53 6.60

75 6.38 6.46 6.54 6.62 6.70 6.77
- ---------------------------------------------------------------------------------------------------------------------

Page 30

----------------------------------------------------------------------------------------------------------------------
OPTION 6. JOINT LIFE INCOME WITH REDUCED PAYMENTS
TO SURVIVOR - PAYMENT OPTION RATES
----------------------------------------------------------------------------------------------------------------------
MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED
FEMALE1 & FEMALE2
----------------------------------------------------------------------------------------------------------------------
FEMALE2 IS YOUNGER THAN FEMALE1 BY:
FEMALE1 ------------------------------------------------------------------------------------------------------------
AGE* 10 Yrs. 9 Yrs. 8 Yrs. 7 Yrs. 6 Yrs. 5 Yrs. 4 Yrs. 3 Yrs. 2 Yrs. 1 Yr.
----------------------------------------------------------------------------------------------------------------------

60 $3.76 $3.79 $3.82 $3.85 $3.88 $3.91 $3.95 $3.98 $4.01 $4.05
61 3.82 3.85 3.88 3.91 3.94 3.98 4.01 4.05 4.08 4.12
62 3.88 3.91 3.94 3.98 4.01 4.05 4.08 4.12 4.16 4.20
63 3.94 3.97 4.01 4.04 4.08 4.12 4.16 4.19 4.23 4.28
64 4.00 4.04 4.07 4.11 4.15 4.19 4.23 4.27 4.32 4.36

65 4.07 4.11 4.15 4.19 4.23 4.27 4.31 4.36 4.40 4.45
66 4.14 4.18 4.22 4.27 4.31 4.35 4.40 4.45 4.50 4.54
67 4.22 4.26 4.30 4.35 4.40 4.44 4.49 4.54 4.59 4.64
68 4.30 4.34 4.39 4.44 4.49 4.54 4.59 4.64 4.70 4.75
69 4.38 4.43 4.48 4.53 4.58 4.64 4.69 4.75 4.80 4.86

70 4.47 4.52 4.57 4.63 4.68 4.74 4.80 4.86 4.92 4.98
71 4.56 4.62 4.67 4.73 4.79 4.85 4.91 4.98 5.04 5.11
72 4.66 4.72 4.78 4.84 4.91 4.97 5.04 5.10 5.17 5.24
73 4.77 4.83 4.89 4.96 5.03 5.09 5.16 5.24 5.31 5.38
74 4.88 4.94 5.01 5.08 5.15 5.23 5.30 5.38 5.45 5.53

75 4.99 5.06 5.14 5.21 5.29 5.36 5.44 5.52 5.60 5.69
======================================================================================================================

FEMALE2 IS OLDER THAN FEMALE1 BY:
FEMALE1 ------------------------------------------------------------------------------------------------------------
AGE* SAME AGE 1 Yr. 2 Yrs. 3 Yrs. 4 Yrs. 5 Yrs.
----------------------------------------------------------------------------------------------------------------------

60 $4.08 $4.12 $4.16 $4.19 $4.23 $4.27
61 4.16 4.20 4.23 4.27 4.31 4.35
62 4.24 4.28 4.32 4.36 4.40 4.44
63 4.32 4.36 4.40 4.45 4.49 4.54
64 4.40 4.45 4.50 4.54 4.59 4.64

65 4.50 4.54 4.59 4.64 4.69 4.74
66 4.59 4.64 4.70 4.75 4.80 4.85
67 4.70 4.75 4.80 4.86 4.91 4.97
68 4.81 4.86 4.92 4.98 5.04 5.09
69 4.92 4.98 5.04 5.10 5.16 5.23

70 5.04 5.11 5.17 5.24 5.30 5.36
71 5.17 5.24 5.31 5.38 5.44 5.51
72 5.31 5.38 5.45 5.52 5.59 5.66
73 5.46 5.53 5.60 5.68 5.75 5.82
74 5.61 5.69 5.76 5.84 5.92 5.99

75 5.77 5.58 5.93 6.01 6.09 6.16
- ---------------------------------------------------------------------------------------------------------------------------

Page 31

[MASS MUTUAL LOGO APPEARS HERE] Massachusetts Mutual. Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111-0001

Survivorship Flexible Premium Adjustable Variable Life Insurance Policy

- --------------------------------------------------------------------------------

This Policy provides that:

A death benefit is payable when both Insureds have died.
Within specified limits, flexible premiums may be paid while either Insured is
living. Annual dividends may be paid.

Notice Of Annual Meeting

The Insured is hereby notified that by virtue of this policy he or she 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 in April of each year at 2 o'clock p.m.

[THIS PAGE INTENTIONALLY LEFT BLANK]

Estate Protection Rider

This rider provides a level amount of survivorship term life insurance on the
lives of the Insureds. We discuss this rider, and the rules that apply to it, in
the provisions that follow.

Rider Part Of This rider is made a part of this policy as of its
Policy Rider Issue Date, in return for the application and
the payment of monthly rider charges. The Rider Issue
Date is shown in the Policy Specifications for this
rider. Monthly rider charges are discussed later in
this rider. This rider is in force from the Rider
Issue Date or, if later, the date the first premium
under this policy is paid. All the provisions of this
policy apply to this rider, except for those that are
inconsistent with this rider.

Rider Benefit This rider provides a death benefit equal to the
rider death benefit. If both Insureds die while this
rider is in force and before the Rider Expiration
Date, we will add the rider death benefit to the
death benefit provided by this policy. The Rider
Expiration Date is shown in the Policy Specifications
for this rider.

Rider Death On the Rider Issue Date, the rider death benefit is
Benefit equal to the Initial Rider Face Amount shown in the
Policy Specifications for this rider. So long as the
Face Amount of this policy is not decreased for any
reason to an amount less than the policy Initial Face
Amount, the rider death benefit will not change.
However, if the policy Face Amount decreases to an
amount less than the Initial Face Amount, the rider
death benefit will automatically be decreased to an
amount equal to the Initial Rider Face Amount
multiplied by the result of (a) divided by (b),
where:

(a) Is the policy Face Amount after the decrease; and
(b) Is the policy Initial Face Amount.

A decrease in the rider death benefit will be
effective on the same date as the decrease in the
policy Face Amount.

The rider death benefit cannot be increased.

Rider Charges Each month while this rider is in force, the
maximum rider charge equals the rider death benefit,
divided by 1,000, then multiplied by the Maximum
Monthly Rider Charge Rate for the Attained Age of the
younger Insured. These rates are shown in the Policy
Specifications for this rider.

In determining the monthly rider charges, we may use
rates lower than the Maximum Monthly Rider Charge
Rates. Such lower rates will apply to all individuals
in the same class as the Insureds.

Misstatement Of If the date of birth or gender of either Insured as
Age Or Gender given in the application for this rider is not
correct, the rider death benefit will be adjusted.
The adjustment will reflect the amount provided by
the most recent monthly rider charge using the
correct ages and genders. In addition, if the
adjustment is made before the second death, monthly
rider charges after the adjustment will be based on
the correct ages and genders.

Page 1

Termination Of While monthly charges for this rider are being
This Rider deducted from the account value of this policy, this
rider will continue in force to, but not including,
the Rider Expiration Date shown in the Policy
Specifications for this rider. However, this rider
will end automatically before that Date at the time
either of the following occurs:

. Change of this policy to a different policy under
which this rider is not available; or
. Termination of this policy for any other reason.

Once this rider terminates, it may not be reinstated.

Cancellation Of This rider may be cancelled by the Owner's written
This Rider request. Such cancellation will take effect on the
policy Monthly Charge Date that is on, or next
follows, the date we receive the written request.
Insurance under this rider will continue to, but not
including, the effective date of cancellation.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

/s/ John J. Pajak /s/ Thomas J. Finnegan, Jr.

PRESIDENT SECRETARY

Page 2

- --------------------------------------------------------------------------------
POLICY SPECIFICATIONS
ESTATE PROTECTION RIDER
- --------------------------------------------------------------------------------

POLICY NUMBER: 123456789

INSURED NO. 1: JANE C. DOE
RIDER ISSUE AGE AND GENDER: 35 FEMALE
RISK CLASS: PREFERRED NON-TOBACCO

INSURED NO. 2: JOHN A. DOE
RIDER ISSUE AGE AND GENDER: 35 MALE
RISK CLASS: PREFERRED NON-TOBACCO

RIDER DATE: JULY 1, 1998
RIDER ISSUE DATE: JULY 1, 1998
RIDER EXPIRATION DATE: JULY 1, 2002

INITIAL RIDER FACE AMOUNT: $100,000

TABLE OF MAXIMUM MONTHLY RIDER CHARGE RATES
PER THOUSAND OF RIDER DEATH BENEFIT

ATTAINED AGE OF
THE YOUNGER INSURED MONTHLY RATE
------------------- ------------

35 0.000200
36 0.000700
37 0.001300
38 0.002000

Policy Split Option Rider

This rider provides the right to exchange this policy for two new policies, one
on the life of each Insured, if certain conditions are met. We discuss this
rider, and the rules that apply to it, in the provisions that follow.

Rider Part Of This rider is made a part of this policy. The rider is in
Policy force from the Issue Date of the policy or, if later, the date
the first premium under this policy is paid. All the
provisions of this policy apply to this rider, except for
those that are inconsistent with this rider.

Rider Benefit Subject to the provisions of this rider, this policy may be
exchanged for two new life insurance policies, one on the life
of each Insured. This right to exchange will be available for
the six-month period beginning on:

1. The date six months after the effective date of a final
decree of divorce, issued by a court of competent
jurisdiction, ending the Insureds' marriage to each other,
if the decree:

. First becomes effective at least one year after the
policy Issue Date; and
. Remains in effect during the entire six-month period
after it first becomes effective; or

2. The date that either:

. Section 2056 of the Internal Revenue Code (I.R.C.) is
nullified or amended to eliminate or reduce the
Insureds' federal estate tax marital deduction; or
. The maximum federal estate tax rate given in I.R.C.
Section 2001 is reduced to a rate no more than one-half
the rate in effect on the Issue Date of this policy; or

3. If this policy is owned by a corporation or partnership,
the effective date that the corporation or partnership
dissolves.

For the I.R.C. changes discussed in item 2 above, the six-
month period will begin on the effective date of the change
or, if later, the date the change is signed into law.

Policy Split The face amount of each new policy will be one-half the Face
Method Amount of this policy at the time of the split.

The policy date of each new policy will be the Date of
Exchange (discussed later in this rider). The issue age for
each will be the age of the policy Insured on the birthday
nearest that policy date. For each new policy, the risk class
will be the one we deem comparable to the highest risk class
for that Insured under this policy. Each new policy may
include benefit riders comparable to any included with this
policy only with our consent.

The policy split option is allowed under either of two plans,
described below in this provision. Each new policy may be
issued under either plan.

Plan 1 - Fixed Premium Permanent Life Policy. The new
policy will be a fixed premium permanent life
insurance policy offered for the Insured on the Date
of Exchange by us or one of our affiliates. All
premiums, rates, and other values will be based on the
policy date of the new policy and the life and risk
class of the policy Insured.

Page 1

Plan 2 - Flexible Premium Adjustable Life Policy. The
new policy will be a flexible premium adjustable life
insurance policy offered for the Insured on the Date
of Exchange by us or one of our affiliates. The death
benefit option will be the same as for this policy.
All premiums, monthly charges, and surrender charges
will be based on the policy date of the new policy and
the life and risk class of the policy Insured. A new
policy under Plan 2 will not be available for an
Insured if that Insured's issue age under the new
policy would exceed 80.

Payment of the first premium for each new policy is required
before the exchange can be completed. If this policy has any
net surrender value, it will be applied to reduce the premiums
for the first year under the new policies. Any net surrender
value not needed for this purpose will be paid in cash when
the exchange is complete.

Date Of The Date of Exchange will be the Monthly Charge Date that is
Exchange on, or next follows, the later of:

. The date we approve both applications for exchange; and
. The date we have received, at our Administrative Office,
the first premiums due under both new policies.

Example: The Monthly Charge Date is the 10th of each month. We
approve the applications for exchange on May 5, 19X8.
The first premiums for the new policies are paid on
May 15, 19X8. The Date of Exchange will be June 10,
19X8.

This policy will continue in force to, but not including, the
Date of Exchange.

Requirements To make an exchange, all of the following conditions must be
For Exchange met as of the Date of Exchange:

1. This policy and rider are in force; and
2. Both Insureds are living; and
3. For each new policy, the Owner of that policy must have an
insurable interest in the life of the Insured; and
4. The Attained Age of each Insured is lower than 85; and
5. The face amount and premium for each new policy must meet
our published minimum limits; and
6. The highest risk class under this policy for each Insured
must not be higher than the highest risk class available
under the new policy for that Insured. If we determine that
the highest risk class of any coverage under this policy
for either Insured is higher than the highest risk class
available under the new policy for that Insured, exchange
under this rider will not be allowed.

Before the exchange can become effective, we require:

1. For each new policy, a written application for exchange,
received by us at our Home Office; and
2. Evidence, satisfactory to us, that both Insureds are living
and that the Owner of each new policy has an insurable
interest in the life of the Insured under the policy; and
3. Evidence, satisfactory to us, of:
. Divorce of the Insureds, if that is the reason for the
exchange; or
. Dissolution of the corporation or partnership owning
this policy, if that is the reason for the exchange;
and
4. Payment to us of the first premium due under both new
policies.

No other evidence of insurability will be required.

Page 2

The New Insurance under each new policy will be effective as of the
Policies Date of Exchange.

After exchange, each new policy will be considered to have
been issued as of its policy date. However, it will be
modified to show that the contestable and suicide periods will
be measured from the date(s) applicable under this policy.
Each new policy for an Insured will be subject to any
limitations of risk with respect to that Insured under this
policy and subject to any assignments outstanding against this
policy.

Termination Of This rider will continue in force until the time any of the
This Rider following occurs:

. The Policy Anniversary Date on which the Attained Age of
the older Insured becomes 85; or
. Death of the first Insured to die; or
. Exchange of this policy for two new policies under the
terms of this rider; or
. Change of this policy to a different policy under which
this rider is not available; or
. Termination of this policy for any other reason.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

/s/ John J. Pajak /s/ Thomas J. Finnegan, Jr.

PRESIDENT SECRETARY

Page 3