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

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

I.  "PUBLIC OFFERING PRICE": PURCHASE AND RELATED TRANSACTIONS -- SECTION 22(D)
    AND RULE 22C-L

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

    a. INSURANCE CHARGES AND UNDERWRITING STANDARDS

       Premium payments are not limited as to frequency and number, but
       there are limitations as to amount. No premium payment may be less
       than $50 without the Company's consent, and the total of all premiums
       paid can never exceed the then current maximum premiums determined by
       Internal Revenue Service rules.  If at any time a premium is paid
       which would result in total premiums exceeding the current maximum
       premium limitations, the Company will return the amount in excess of
       such maximums to the Policy Owner.

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

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       rate, there will be a single "rate" for all Policy Owners in a given
       actuarial category.  The Policies will be offered and sold pursuant
       to the Company's underwriting standards and in accordance with state
       insurance laws.  Such laws prohibit unfair discrimination among
       Insureds, but recognize that premiums must be based upon factors such
       as age, health and occupation.  Tables showing the maximum cost of
       insurance charges will be delivered as part of the Policy.

    b. APPLICATION AND INITIAL PREMIUM PROCESSING

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

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

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

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

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

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

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    c.  PREMIUM ALLOCATION

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

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

    d. REPAYMENT OF LOAN

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

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

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

    e. POLICY REINSTATEMENT

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

       Failure to make a sufficient payment within the grace period will
       result in termination of the Policy without any Policy value.  The
       death benefit payable during the grace period will be reduced by any

                                      3



       overdue charges.  If the Insured dies during the grace period, the
       death proceeds will still be payable, but any monthly deductions due
       and unpaid through the Policy month in which the Insured dies will be
       deducted from the death proceeds.

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

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

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

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

         - The Monthly Deductions due on the date of reinstatement

    f. CORRECTION OF MISSTATEMENT OF AGE

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

    g. CONTESTABILITY

       A Policy is contestable for two years, measured from the issue date,
       for material misrepresentations made in the initial application for
       the Policy.  Policy changes may be contested for two years after the
       effective date of a change, and a reinstatement may be contested for
       two years after the effective date of reinstatement.  No statement
       will be used to contest a Policy unless it is contained in an
       application.

    h. REDUCTION IN COST OF INSURANCE RATE CLASSIFICATION

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

II. "REDEMPTION PROCEDURE": SURRENDER AND RELATED TRANSACTIONS

    The policies provide for the payment of monies to a Policy Owner or
    beneficiary upon presentation of a Policy. Generally except for the
    payments of death proceeds, the imposition of cost of insurance

                                      4



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

    a. SURRENDER FOR CASH VALUES

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

       The Policy value (equal to the value of all accumulations in the
       Variable Account) may increase or decrease from day to day depending
       on the investment experience of the Variable Account.  Calculation of
       the Policy value for any given day will reflect the actual premiums
       paid, expenses charged and deductions taken.  The Company will deduct
       a charge for premium taxes, DAC taxes, and a 3.0% sales load from
       each premium payment.  The balance (net premium) is allocated to the
       Variable Account according to Policy Owner's instructions.  The
       Company will also make monthly deductions from a Policy to cover the
       cost of insurance, including optional benefits provided by rider.
       Other possible deductions from the Policy (which will occur on a
       Policy-specific basis) include a charge for partial withdrawals, a
       charge for increases in Face Amount and a charge for certain
       transfers.

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

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

                                      5



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

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

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

    b. CHARGES ON PARTIAL WITHDRAWAL

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

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

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

    c. DEATH BENEFIT

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

       The death proceeds payable will depend on the option in effect at the
       time of death. Federal tax law requires a Guideline Minimum Death
       Benefit in relation to Policy Value for a Contract to qualify as life
       insurance.  Under current Federal tax law, either the Guideline
       Premium Test or the Cash Value Accumulation Test can be used to
       determine if the Contract complies with the definition of "life
       insurance" under the Code.  At the time of application, the Policy
       Owner  may elect either of the tests. If the Policy Owner elects the
       Guideline Premium Test, the Policy Owner will have the choice of
       electing the Death Benefit Option 1 or the Death Benefit Option 2. If
       the Policy Owner elects the Cash Value Accumulation Test, the Death
       Benefit Option 3 will apply.

                                      6



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

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

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

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

                     GUIDELINE MINIMUM DEATH BENEFIT FACTORS

            Age of Insured                                    Percentage of
           on Date of Death                                   Policy Value
           ----------------                                   -------------

              40 and under......................................  250%
              45................................................  215%
              50................................................  185%
              55................................................  150%
              60................................................  130%
              65................................................  120%
              70................................................  115%
              75................................................  105%
              80................................................  105%
              85................................................  105%
              90................................................  105%
              95 and above......................................  100%

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

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

                                      7



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

    d. DEFAULT AND OPTIONS ON LAPSE

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

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

    e. POLICY LOAN

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

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

       Loan Interest is payable in arrears at the current annual rate of
       4.80% (4.00% for preferred loans). This rate may change, but is
       guaranteed not to exceed 6.00% (4.50% for preferred loans). Interest
       is payable at the end of each Policy year or on a pro rata basis for
       such shorter period as the loan may exist.  Loan interest is due on
       each Policy anniversary.  If not paid when due, it is added to the
       loan principal and bears interest at the same rate of interest.  If
       the resulting loan principal exceeds the Policy value in the General
       Account, the Company will transfer Policy value equal to the excess
       debt from the Policy value in each Sub-Account to the General
       Account; as security for the excess debt.  The Company will allocate
       the amount transferred among the Sub-Accounts in the same proportion
       that the Policy value in each Sub-Account bears to the total Policy
       values in all Sub-Accounts.

                                      8



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

    f. TRANSFERS AMONG SUBACCOUNTS

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

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

    g. RIGHT OF WITHDRAWAL PROCEDURES

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

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

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

                                      9