Massachusetts Mutual Life Insurance Company
[MassMutual logo appears here] 1295 State Street
Springfield, Massachusetts 01111-0001

Survivorship Flexible Premium Adjustable Variable Life Insurance Policy
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INSURED NO. 1 JANE C. DOE
INSURED NO. 2 JOHN A. DOE
POLICY DATE JANUARY 1, 2000 POLICY NUMBER 123456789
ISSUE DATE JANUARY 1, 2000 INITIAL FACE AMOUNT $500,000
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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. 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policy is received by us, minus (d) any amounts withdrawn and any policy debt.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/ABC /S/ABC
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
due, and 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 61 days after the due date.
There is, however, a right to reinstate the policy.

Other rights available under this policy 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. Page No.
-------- --------

Part 1. - The Basics Of This Policy Face Amount Charge..................
The Parties Involved - Owner, Insureds, Insurance Charge....................
Beneficiary, Irrevocable Beneficiary........ Rider Charge........................
Dates - Policy Date, Policy Anniversary Grace Period And Termination........
Date, Policy Year, Monthly Charge Date, Safety Test.........................
Issue Date, Valuation Date, Valuation
Period, Valuation Time, Register Date....... Part 4. - Life Benefits..............
Policy A Legal Contract....................... Policy Ownership.....................
Policy Is Not Participating................... Rights Of Owner.....................
Representations And Contestability............ Changing The Owner Or Beneficiary...
Misstatement Of Age Or Gender................. Transfers Of Values.................
Death By Suicide.............................. Assigning This Policy...............
Meaning Of In Force........................... Annual Report.......................
Meaning Of Second Death....................... This Policy's Share in Dividends.....
Simultaneous Deaths........................... Policy Is Participating.............
Face Amount................................... How Dividends May Be Used...........
Year Of Coverage.............................. Dividend After Death Of Insureds....
Ages - Issue Age, Attained Age................ Right To Change The Face Amount......
Written Request............................... Increases In The Face Amount........
Currency...................................... Decreases In The Face Amount........
Home Office................................... Evidence Of Changes.................
Borrowing Against This Policy........
Part 2. - Premium Payments........................ Right To Make Loans.................
The First Premium............................. Effect Of Loan......................
Planned Premiums.............................. Maximum Loan Available..............
Premium Flexibility And Premium Notices....... Interest On Loans...................
Where To Pay Premiums......................... Policy Debt Limit...................
Right To Refund Premiums...................... Repayment Of Policy Debt............
Net Premium................................... Other Borrowing Rules...............
Allocation Of Net Premiums.................... Surrendering This Policy And Making
Withdrawals.........................
Part 3. - Accounts, Values, And Charges........... Right To Surrender..................
The Separate Account And The Guaranteed Net Surrender Value.................
Principal Account........................... Making Withdrawals..................
The Separate Account.......................... How We Pay..........................
Changes In The Separate Account............... Reinstating This Policy..............
Accumulation Units............................ When Policy May Be Reinstated.......
Purchase And Sale Of Accumulation Units....... Requirements To Reinstate...........
The Guaranteed Principal Account.............. Policy After Reinstatement..........
Values Of This Policy...........................
Account Value Of Policy....................... Part 5. - The Death Benefit..........
Variable Account Value Of Policy.............. Amount Of Death Benefit.............
Fixed Account Value Of Policy................. Death Benefit Options...............
Interest On Fixed Account Value............... Minimum Death Benefit...............
Monthly Policy Charges.......................... Changes In The Death Benefit Option.
Monthly Charges............................... When We Pay.........................
Administrative Charge......................... Interest On Death Benefit...........

TABLE OF CONTENTS (continued)

Part 6. - Payment Options. ....................... Part 7. - Notes On Our Computations.....
Availability Of Options ...................... Net Investment Factor .............
Minimum Amounts .............................. Accumulation Unit Value ...........
Description Of Options ....................... Adjustment Of Units And Values ....
Options 1, 2, 3, 4, 5, 6 ..................... Basis Of Computation ..............
Alternate Life Income ........................ Method Of Computing Values ........

Electing A Payment Option.....................
Effective Date And Payment Dates.............. Payment Option Rates Tables........
Withdrawals And Changes.......................
Income Protection.............................
Other Payment Option Rules....................

Any riders and endorsements, and a copy of the application for the policy,
follow page XX.
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For additional important terms used in this policy, see the following
provisions:

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

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

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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 JANUARY 1, 2000 POLICY NUMBER 123456789
ISSUE DATE JANUARY 1, 2000 INITIAL FACE AMOUNT $ 100,000

RISK CLASSES SEE THE TABLE(S) OF MAXIMUM MONTHLY INSURANCE CHARGES
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Subject to the terms of this policy, the Face Amount is adjustable. If the Face
Amount is adjusted, then revised and 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 $1,000.00
PLANNED PREMIUM $1,000.00
PLANNED PREMIUM FREQUENCY Annual

GUARANTEE PERIOD First 5 Policy Years
GUARANTEE PREMIUM $206.20

POLICY CHARGES AND FEES:
MAXIMUM PREMIUM EXPENSE CHARGE 10.0% of premium payments up to Premium
DURING EACH YEAR OF Expense Factor; 7.5% of excess premium
COVERAGE (See Net payments
Premium provision
in Part 2.)
MAXIMUM MONTHLY
ADMINISTRATIVE CHARGE* $12.00 through Attained Age 99 of
younger Insured; $0.00 thereafter
MAXIMUM MONTHLY FACE
AMOUNT CHARGE*
BY YEAR OF COVERAGE
Years 1 - 10 $0.08
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 0.80%
MAXIMUM WITHDRAWAL FEE $25.00 per withdrawal
SURRENDER CHARGE See the Table(s) Of Surrender Charges
MAXIMUM SEPARATE ACCOUNT CHARGE FOR 0.60% effective annual rate (decimal
MORTALITY AND EXPENSE RISK** daily equivalent 0.00001639)

* For more information, see the "Monthly Policy Charges" section in Part 3 of
this policy. Monthly charges beyond Attained Age 99 of the younger Insured
are zero.
** 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

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POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

INSURED NO. 1 JANE C. DOE
INSURED NO. 2 JOHN A. DOE
POLICY DATE JANUARY 1, 2000 POLICY NUMBER 123456789
ISSUE DATE JANUARY 1, 2000
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LIMIT ON PREMIUM PAYMENTS IN ANY POLICY YEAR:
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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:

. $912.00;
. 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:
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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. $ 8,006.40;
B. $ 773.60 multiplied by the result of one (1) plus the number of full
Policy Years elapsed.

LIMITATIONS ON NET PREMIUM ALLOCATIONS AND TRANSFERS:
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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. We reserve the right to increase this limit.

Further limits on access to Separate Account divisions may be added in order for
this policy to continue to qualify as life insurance under federal tax law.

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

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

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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 C.M. Life Variable Life
Separate Account I.

The divisions of the Separate Account are:

MML Equity Oppenheimer Main Street Growth & Income
MML Money Market Oppenheimer High Income
MML Managed Bond Oppenheimer Bond
MML Blend Fidelity VIP II Contrafund
MML Equity Index T. Rowe Price Mid-Cap Growth
MML Small Cap Value Equity American Century VP Income & Growth
MML Growth Equity Bankers Trust Small Cap Index
MML Small Cap Growth Equity Goldman Sachs Capital Growth
Oppenheimer Aggressive Growth Janus Aspen Capital Appreciation
Oppenheimer Global Securities Janus Aspen Worldwide Growth
Oppenheimer Capital Appreciation Templeton International
Oppenheimer Strategic Bond

The types of investments and the objectives for each division are given in the
Prospectus.

MINIMUM ANNUAL INTEREST RATE FOR THE 3.00% (decimal monthly equivalent
GUARANTEED PRINCIPAL ACCOUNT 0.00246627)

LOAN INTEREST RATE (See Interest On Loans in Part 4.) Variable

MINIMUM FACE AMOUNT $100,000
MINIMUM FACE AMOUNT INCREASE $50,000

RIDER(S) ATTACHED TO THIS POLICY:
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None
POLICY SPECIFICATIONS PAGE 3 OF 8

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POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

PREMIUM EXPENSE FACTOR: 773.00

TABLE OF MAXIMUM MONTHLY INSURANCE CHARGES

RATES PER THOUSAND OF INSURANCE RISK

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

The rate for the younger insured's Attained Ages above 99 is 0.00.

POLICY SPECIFICATIONS PAGE 4 OF 8

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POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

TABLE OF SURRENDER CHARGES

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

1 $2,280.00
2 $2,280.00
3 $2,280.00
4 $2,280.00
5 $2,280.00
6 $2,052.00
7 $1,824.00
8 $1,596.00
9 $1,368.00
10 $1,140.00
11 $912.00
12 $684.00
13 $456.00
14 $228.00
15 and later $0.00

For more information about surrender charges, see Part 4 of this policy.

POLICY SPECIFICATIONS PAGE 5 OF 8

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POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

INSURED NO. 1 JANE C. DOE
INSURED NO. 2 JOHN A. DOE
POLICY DATE JANUARY 1, 2000 POLICY NUMBER 123456789
ISSUE DATE JANUARY 1, 2000

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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

Death Benefit Factor for Attained Ages above 99 is 1.00. These Death Benefit
Factors are used to determine the amount of the minimum death benefit. For more
information, see Part 5 of this policy.

POLICY SPECIFICATIONS PAGE 6 OF 8

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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

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POLICY SPECIFICATIONS
SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

BENEFICIARY INFORMATION

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

JAMES B. DOE, SON OF THE INSUREDS

POLICY SPECIFICATIONS PAGE 8 0F 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 Involved - Owner, Insureds, Beneficiary, Irrevocable Beneficiary

The Owner is the person who owns this policy, as shown in our
records. The Owner has the right to exercise rights and
privileges and to receive benefits under the terms of this policy
during the lifetime of either Insured. If the Owner designated
under the terms of 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."

Page 1

Dates - Policy Date, Policy Anniversary Date, Policy Year, Monthly Charge Date,
Issue Date, Valuation Date, Valuation Period, Valuation Time, Register Date

The Policy Date is shown in the Policy Specifications. It is the
starting point for determining Policy Anniversary Dates, Policy
Years, and Monthly Charge Dates. The first Policy Anniversary
Date is one year after the Policy Date. The period from the
Policy Date to the first Policy Anniversary Date, or from one
Policy Anniversary Date to the next, is called a Policy Year.

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.

Example: The Policy Date is June 10, 20X1. The first Policy
Anniversary Date is one year later, June 10, 20X2. The
period from June 10, 20X1, through June 9, 20X2, is a
Policy Year. The first Monthly Charge Date is June 10,
20X1. The next Monthly Charge Date is one month later,
July 10, 20X1.

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
Home Office.

Policy A Legal Contract

This policy is a legal contract between the Owner and 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.

Page 2

Representations And Contestability

We rely on all statements made by or for either or both Insureds
in the application(s). Legally, those 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:

. 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 two 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 two 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 two 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 two years after that reinstatement
date.

Misstatement Of Age Or Gender

If the date of birth or gender of either Insured as 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. 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
two 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
two 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.

Page 3

If either Insured commits suicide, while sane or insane, within
two 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

"In force" means that the insurance provided by this 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 two 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.

Policy debt and surrender are discussed in Part 4.

Meaning Of Second Death

The "second death" under this policy means the death of the
survivor of the Insureds.

Simultaneous Deaths

The Insureds may die at the same time, with no reasonable way to
determine who died first. In this case, we will assume that
Insured No. 2 died before Insured No. 1. However, the Owner may
provide otherwise by written request while both Insureds are
living.

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, Attained Age

The Issue Age for each Insured (shown in the Policy
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 Home 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.

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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.

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 And Premium Notices

After the first premium has been paid, there is no requirement
that any amount of premium be paid on any 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 Premiums

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

Right To Refund Premiums

We have the right to refund any amount of premium paid in a
Policy Year that exceeds the Limit On Premium Payments for the
Year shown in the Policy Specifications.

A Limit On Total Premium Payments also may be stated in the
Policy Specifications. If such a Limit is stated, we will
automatically refund the amount of any premium paid that exceeds
that Limit.

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.

Page 5

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
Premium Expense Factor for each segment. The Premium Expense
Factor 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
Premium Expense Factor for it is 4,000. You later
increase the Face Amount by $700,000, to $1,200,000;
the Premium Expense Factor for that increase is 6,000.
The sum of the Premium Expense Factors 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.

Allocation Of Net Premiums

Each net premium we receive on or before the Issue Date will be
allocated to our general investment 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 Account

The Separate Account shown in the Policy 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.

Page 6

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.

Changes In The Separate Account

We have the right to establish additional divisions of 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 rights to rename any division and 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.

Any changes in the Separate Account will be described in the
Prospectus for this policy.

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 Of Accumulation Units

Amounts are credited to and taken from divisions of the Separate
Account by purchasing and selling accumulation 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, 20X1. 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 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.

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

Page 7

The Guaranteed Principal Account

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

Values Of This Policy

Account Value Of Policy

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

Variable Account Value Of Policy

The variable account value of this policy reflects:

. 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 Of Policy

The fixed account value of this policy is the accumulation at
interest of:

. The net premiums for this policy allocated to our general
investment account and 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 Account Value

The fixed account value of this policy earns interest at 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

Page 8

. The Minimum Annual Interest Rate For The Guaranteed
Principal Account.

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 Charge

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

Face Amount Charge

The amount of the monthly face amount charge will be 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 separate tables.

The monthly 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.

Page 9

(a) We compute the account value of this policy after all
additions and deductions other than the deduction of the
insurance charge.

(b) We determine the amount of benefit under the Death Benefit
Option in effect. The minimum death benefit used here is
based on the account value computed in (a). The amount of
death benefit under each Death Benefit Option and the minimum
death benefit are discussed in Part 5.

(c) We divide the amount of benefit determined in (b) by an
amount equal to 1 plus the decimal monthly equivalent 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 monthly
insurance risk.

If there are two or more tables of maximum monthly insurance
charges, the pro rata monthly 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 monthly insurance
risk is increased due to the minimum death benefit, 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 monthly 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 monthly 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.

Grace Period And Termination

This policy may terminate without value if its account value on a
Monthly Charge Date, less any policy debt, 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. The
safety test is discussed in the next provision.

Page 10

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.

If the account value less policy debt on a Monthly Charge Date
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 payments of the Guarantee
Premium (shown in the Policy Specifications) from the Policy Date
to that day, accumulated with interest.

In the safety test, interest is accumulated at an effective
annual rate equal to the Minimum Annual Interest Rate For The
Guaranteed Principal Account, which is shown in the Policy
Specifications. In accumulating premiums paid, we exclude any
premium amounts refunded under the Right To Refund Premiums
provision in Part 2. Also, we assume in this test that Guarantee
Premiums are paid on each Monthly Charge Date.

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 is $25. Premium 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 monthly charges for that 6th
Monthly Charge Date are reduced to $95, and the account
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.

Page 11

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;
. Exercise dividend rights; and
. Reinstate this policy after termination.

Changing The Owner Or Beneficiary

While either Insured is living, the Owner or any Beneficiary may
be changed by written request. We do not limit the number 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 Values

Transfers of values are subject to the limitations stated in 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 same Valuation Date will be considered one
transfer.

Assigning This Policy

This policy may be assigned. However, for any assignment to be
binding on us, we must receive a signed copy of it at our Home
Office. We will not be responsible for the validity of any
assignment.

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.

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 preceding Policy Year and all premiums paid during that
Year. 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 end of
that Year.

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

Page 12

This Policy's Share In Dividends

Policy Is Participating

This policy is "participating," which means it may share in any
dividends we pay.

Each year we determine how much money can be paid as dividends.
This is called divisible surplus. We then determine how much of
this divisible surplus is to be allocated to 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 May Be Used

Dividends may be used in a number of ways. These are called
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.

Account 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 Death Of Insureds

If the second death occurs after the first Policy Year, the 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.

Increases In The Face Amount

While both Insureds are living, the Face Amount of this 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 three months at the new monthly
charges and interest, we may require a payment

Page 13

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 precedes, 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 Face Amount

After the first Policy Year, the Face Amount may be decreased 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 precedes, 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 Changes

If the Face Amount is changed, we will send the Owner any revised
and 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 Loans

Once the account value exceeds any surrender charges that 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."

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.

Page 14

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 Available

The maximum amount that can be borrowed on any date is 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).
(3) We subtract any existing policy debt from the amount
determined in (2). 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 4% 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.

The maximum limit is the Published Monthly Average for the
calendar month ending two 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, 20X1. The
calendar month ending two months before June is
March. The loan interest rate for the Policy Year
beginning June 10, 20X1, will not be greater than
the Published Monthly Average for March, 20X1.
However, if that Average is lower than the Minimum
Annual Interest Rate For The Guaranteed Principal
Account plus 1%, then the maximum loan interest
rate for that Policy Year will be equal to the
Minimum Annual Interest Rate For The Guaranteed
Principal Account plus 1%.

Page 15

If the maximum limit for a Policy Year is at least 1/2% higher
than the loan interest rate in effect for the preceding 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 preceding 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 Policy Debt

All or part of any policy debt may be repaid at any time 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 Rules

We may delay the granting of any loan attributable to the
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:

. 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 your written request to surrender. This policy
will terminate as of the date of surrender.

Page 16

Net Surrender Value

The net surrender value of this policy is equal to the 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 Withdrawals

After the first Policy Year, withdrawals may be made while the
policy is in force through Attained Age 99 of the younger
Insured.

We need a written request for a withdrawal. The request must
state the Account (or Accounts) from which the withdrawal will be
made. For any withdrawal from the Separate Account, the request
also must state the division (or divisions) from which the
withdrawal will be made. A withdrawal will be effective on 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.

A 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, the decrease will be effective on the date of the
withdrawal. If this 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.

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 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.

Page 17

We may delay paying any surrender or withdrawal from the
Guaranteed Principal Account for up to six 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:

. 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.

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 Policy May Be Reinstated

After this policy has terminated, it may be reinstated -- that
is, put back in force. However, the policy may not be reinstated:

. If it has been surrendered for its net surrender value; or
. More than five years after the date of termination; or
. After the Policy Anniversary Date nearest the younger
Insured's 100th birthday; or
. If an Insured has died since the date of termination.

Requirements To Reinstate

A written application and evidence of insurability 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 three months after reinstatement.
This amount will be quoted on request.

Policy After Reinstatement

The policy will be reinstated on the Monthly Charge Date that is
on, or precedes, 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.

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.

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.

Page 18

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 Benefit

If both Insureds die while this policy is in force, the 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 Options

Three Death Benefit Options, described here, are 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:

. 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 Benefit

The minimum death benefit on any date is equal to the 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 Death Benefit Option

After the first Policy Year, the Death Benefit Option may be
changed upon written request while both Insureds are living.
However, the Death Benefit Option may not be changed 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.

A change in the Death Benefit Option will be effective on the
Monthly Charge Date that is on, or precedes, the date we approve
the change.

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: 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;

. Option 3 to Option 1: Increased by an amount equal to the sum
of all premiums paid (and not refunded);

Page 19

. Option 3 to Option 2: 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.

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 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.

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.

Interest On Death Benefit

If the death benefit is paid in one sum, we will add interest
from the date of the second 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
applicable law.

If the death benefit is applied under a payment option (described
in Part 6), interest will be paid from the date of the second
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
applicable 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 Options

All or part of the death benefit or net surrender value 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 Options

Our regular payment options are Options 1 through 6. 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

Page 20

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 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 two 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 Income

If Option 2, 5, or 6 is elected, the named person(s) can 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 Payment Option

To elect any payment option, we require a written 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 And Payment Dates

The effective date of a payment option is the date the amount is
applied under that option. For a death 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.

Page 21

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 Changes

If provided in the payment option election, all or part 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 six 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 the second death. This consent must be received at our
Home Office.

Other Payment Option Rules

Options for any amount payable to an association, 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 Factor

For each division of the Separate Account, the Net 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 .00001639 for each day of a Valuation Period. The Net
Investment Factor may be greater or less than 1.00000000.

Page 22

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 Insureds, any Beneficiary, any
assignee, and any other person under this policy.

Accumulation Unit Value

The value of an accumulation unit in each division was 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 And Values

We have the right to split or consolidate the number of
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 Computation

The basis of computation consists of the mortality rates 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;

. The amount and value of any paid-up additions purchased with
dividends; 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 in a less favorable
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 Computing Values

When required by the state where this policy was 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 23

- --------------------------------------------------------------------------------
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 24

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

- ----------------------------------------------------------------------------------
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 26

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 27

MALE FEMALE IS OLDER THAN MALE BY:
------------------------------------------------------------------
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 28

MALE1 MALE2 IS YOUNGER THAN MALE1 BY:
---------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------

MALE1 MALE2 IS OLDER THAN MALE1 BY:
---------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------
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
FEMALE1 & FEMALE2
- ------------------------------------------------------------------------------------------------
FEMALE1 FEMALE2 IS YOUNGER THAN FEMALE1 BY:
---------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------

FEMALE1 FEMALE2 IS OLDER THAN FEMALE1 BY:
---------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------
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 30

[Mass Mutual logo 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 Insureds are hereby notified that by virtue of this policy they are members
of Massachusetts Mutual Life Insurance Company and are 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.